**Exhibit 10.28****AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT**     This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT dated as of August 31, 2006 (the“Agreement”), is executed by and between PROVISTA RENEWABLE FUELS MARKETING, LLC, a Kansaslimited liability company f/k/a United Bio Energy Fuels, LLC (the “Borrower”), which hasits chief executive office located at 5500 Cenex Drive, Inver Grove Heights, Minnesota 55077, andLASALLE BANK NATIONAL ASSOCIATION, a national banking association (the “Bank”), whoseaddress is 135 South LaSalle Street, Chicago, Illinois 60603.RECITALS:     A. The Borrower, United Bio Energy Ingredients, LLC (“Ingredients”) and LaSalleBusiness Credit, LLC (“LBC”) previously entered into that certain Loan and Security LoanAgreement dated as of November 4, 2004, as modified and amended from time to time (collectively,the “Original Loan Agreement”), pursuant to which Original Loan Agreement, LBC has maderevolving loans to the Borrower and Ingredients evidenced by that certain First Amended andRestated Revolving Note dated as of September 2, 2005 in the maximum principal amount of TwentyMillion and No/100 Dollars ($20,000,000.00), executed by the Borrower and Ingredients and madepayable to the order of the LBC (the “Existing Revolving Note”).     B. LBC has assigned the Original Loan Agreement, the Existing Revolving Note and all OtherAgreements (as defined in the Original Loan Agreement) to Bank.     C. Pursuant to the Borrower’s and Ingredient’s request, the Borrower, Ingredients and Bank nowdesire to amend and restate the Original Loan Agreement so as to separate the credit facilityevidenced by the Original Loan Agreement into two separate credit facilities for each of Borrowerand Ingredients.     D. Borrower and Bank will amend and restate the Original Loan Agreement by entering into thisAgreement to set forth the terms and conditions governing the Loans (as hereinafter defined).Concurrently herewith, Ingredients and Bank will also amend and restate the Original Loan Agreementby entering into a separate Amended and Restated Loan and Security Agreement by and betweenIngredients and Bank.     NOW THEREFORE, in consideration of the premises, and the mutual covenants and agreements setforth herein, the Borrower agrees to borrow from the Bank, and the Bank agrees to lend to theBorrower, subject to and upon the following terms and conditions:AGREEMENTS:Section 1. DEFINITIONS.     1.1. Defined Terms. For the purposes of this Agreement, the following capitalizedwords and phrases shall have the meanings set forth below.
 

 
          “Affiliate” of any Person shall mean (a) any other Person which, directly orindirectly, controls or is controlled by or is under common control with such Person, (b) anyofficer or director of such Person, and (c) with respect to the Bank, any entity administered ormanaged by the Bank, or an Affiliate or investment advisor thereof and which is engaged in making,purchasing, holding or otherwise investing in commercial loans. A Person shall be deemed to be“controlled by” any other Person if such Person possesses, directly or indirectly, power to director cause the direction of the management and policies of such Person whether by contract, ownershipof voting securities, membership interests or otherwise.          “Asset Disposition” shall mean the sale, lease, assignment or other transfer for value(each a “Disposition”) by the Borrower or any Subsidiary to any Person (other than the Borrower orany Subsidiary) of any asset or right of the Borrower or any Subsidiary (including, the loss,destruction or damage of any thereof or any actual or threatened (in writing to the Borrower orsuch Subsidiary) condemnation, confiscation, requisition, seizure or taking thereof), other than(a) the Disposition of any asset which is to be replaced, and is in fact replaced, within thirty(30) days with another asset performing the same or a similar function, (b) the sale or lease ofinventory in the ordinary course of business, and (c) other Dispositions in any fiscal year the netproceeds of which do not in the aggregate exceed $500,000.00.          “Bank Product Agreements” shall mean those certain agreements entered into from timeto time by the Borrower or any Subsidiary with the Bank or any Affiliate of the Bank concerningBank Products.          “Bank Product Obligations” shall mean all obligations, liabilities, contingentreimbursement obligations, fees, and expenses owing by the Borrower or any Subsidiary to the Bankor any Affiliate of the Bank pursuant to or evidenced by the Bank Product Agreements andirrespective of whether for the payment of money, whether direct or indirect, absolute orcontingent, due or to become due, now existing or hereafter arising.          “Bank Products” shall mean any service or facility extended to the Borrower or anySubsidiary by the Bank or any Affiliate of the Bank, including: (a) credit cards, (b) credit cardprocessing services, (c) debit cards, (d) purchase cards, (e) ACH transactions, (f) cashmanagement, including controlled disbursement, accounts or services, or (g) Hedging Agreements.          “Bankruptcy Code” shall mean the United States Bankruptcy Code, as now existing orhereafter amended.          “Business Day” shall mean any day other than a Saturday, Sunday or a legal holiday onwhich banks are authorized or required to be closed for the conduct of commercial banking businessin Chicago, Illinois.          “Capital Expenditures” shall mean all expenditures (including Capitalized LeaseObligations) which, in accordance with GAAP, would be required to be capitalized and shown on theconsolidated balance sheet of the Borrower, but excluding expenditures made in connection with thereplacement, substitution or restoration of assets to the extent financed (i)from insurance proceeds (or other similar recoveries) paid on account of the loss of or damage tothe assets being replaced or restored or (ii) with awards of compensation arising from the takingby eminent domain or condemnation of the assets being replaced.
2

 
          “Capital Lease” shall mean, as to any Person, a lease of any interest in any kind ofproperty or asset, whether real, personal or mixed, or tangible or intangible, by such Person, aslessee, that is, or should be, in accordance with Financial Accounting Standards Board StatementNo. 13, as amended from time to time, or, if such statement is not then in effect, such statementof GAAP as may be applicable, recorded as a “capital lease” on the financial statements of suchPerson prepared in accordance with GAAP.          “Capital Securities” shall mean, with respect to any Person, all shares, interests,participations or other equivalents (however designated, whether voting or non-voting) of suchPerson’s capital, whether now outstanding or issued or acquired after the date hereof, includingcommon shares, preferred shares, membership interests in a limited liability company, limited orgeneral partnership interests in a partnership or any other equivalent of such ownership interest.          “Capitalized Lease Obligations” shall mean, as to any Person, all rental obligationsof such Person, as lessee under a Capital Lease which are or will be required to be capitalized onthe books of such Person.          “Cash Equivalent Investment” shall mean, at any time, (a) any evidence of Debt,maturing not more than one year after such time, issued or guaranteed by the United Statesgovernment or any agency thereof, (b) commercial paper, maturing not more than one year from thedate of issue, or corporate demand notes, in each case (unless issued by the Bank or its holdingcompany) rated at least A-l by Standard & Poor’s Ratings Services, a division of The McGraw-HillCompanies, Inc. or P-l by Moody’s Investors Service, Inc., (c) any certificate of deposit, timedeposit or banker’s acceptance, maturing not more than one year after such time, or any overnightFederal Funds transaction that is issued or sold by the Bank or its holding company (or by acommercial banking institution that is a member of the Federal Reserve System and has a combinedcapital and surplus and undivided profits of not less than $500,000,000), (d) any repurchaseagreement entered into with the Bank, or other commercial banking institution of the naturereferred to in clause (c), which (i) is secured by a fully perfected security interest inany obligation of the type described in any of clauses (a) through (c) above, and(ii) has a market value at the time such repurchase agreement is entered into of not less than 100%of the repurchase obligation of the Bank, or other commercial banking institution, thereunder, (e)money market accounts or mutual funds which invest exclusively in assets satisfying the foregoingrequirements, and (f) other short term liquid investments approved in writing by the Bank.          “Change in Control” shall mean the occurrence of any of the following events: (a) CHSInc. and US BioEnergy Corporation combined shall cease to own and control, directly or indirectly,at least 50% of the outstanding Capital Securities of the Borrower or (b) the Borrower shall ceaseto, directly or indirectly, own and control 100% of each class of the outstanding CapitalSecurities of each Subsidiary. For the purpose hereof, the terms “control” or “controlling” shallmean the possession of the power to direct, or cause the direction of, themanagement and policies of the Borrower by contract or voting of securities or ownership interests.
3

 
          “Collateral” shall have the meaning set forth in Section 6.1 hereof.          “Contingent Liability” and “Contingent Liabilities” shall mean, respectively,each obligation and liability of the Borrower and all such obligations and liabilities of theBorrower incurred pursuant to any agreement, undertaking or arrangement by which the Borrower: (a)guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirectagreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwiseto invest in, a debtor, or otherwise to assure a creditor against loss) the indebtedness, dividend,obligation or other liability of any other Person in any manner (other than by endorsement ofinstruments in the course of collection), including any indebtedness, dividend or other obligationwhich may be issued or incurred at some future time; (b) guarantees the payment of dividends orother distributions upon the shares or ownership interest of any other Person; (c) undertakes oragrees (whether contingently or otherwise): (i) to purchase, repurchase, or otherwise acquire anyindebtedness, obligation or liability of any other Person or any property or assets constitutingsecurity therefor, (ii) to advance or provide funds for the payment or discharge of anyindebtedness, obligation or liability of any other Person (whether in the form of loans, advances,stock purchases, capital contributions or otherwise), or to maintain solvency, assets, level ofincome, working capital or other financial condition of any other Person, or (iii) to make paymentto any other Person other than for value received; (d) agrees to lease property or to purchasesecurities, property or services from such other Person with the purpose or intent of assuring theowner of such indebtedness or obligation of the ability of such other Person to make payment of theindebtedness or obligation; (e) to induce the issuance of, or in connection with the issuance of,any letter of credit for the benefit of such other Person; or (f) undertakes or agrees otherwise toassure a creditor against loss. The amount of any Contingent Liability shall (subject to anylimitation set forth herein) be deemed to be the outstanding principal amount (or maximum permittedprincipal amount, if larger) of the indebtedness, obligation or other liability guaranteed orsupported thereby.          “Debt” shall mean, as to any Person, without duplication, (a) all indebtedness of suchPerson; (b) all borrowed money of such Person (including principal, interest, fees and charges);(c) all obligations to pay the deferred purchase price of property or services; (d) allobligations, contingent or otherwise, with respect to the maximum face amount of all letters ofcredit (whether or not drawn), bankers’ acceptances and similar obligations issued for the accountof such Person (including the Letters of Credit), and all unpaid drawings in respect of suchletters of credit, bankers’ acceptances and similar obligations; (e) all indebtedness secured byany Lien on any property owned by such Person, whether or not such indebtedness has been assumed bysuch Person (provided, however, if such Person has not assumed or otherwise become liable inrespect of such indebtedness, such indebtedness shall be deemed to be in an amount equal to thefair market value of the property subject to such Lien at the time of determination); (f) theaggregate amount of all Capitalized Lease Obligations of such Person; (g) all ContingentLiabilities of such Person, whether or not reflected on its balance sheet; (h) all HedgingObligations of such Person; (i) all Debt of any partnership of which such Person is a generalpartner; and (j) all monetary obligations of such Person under (i) a so-called synthetic,off-balance sheet or tax retention lease, or (ii) an agreement for the use or possession ofproperty creating obligations that do not appear on the balance sheet of such Person but which,upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness ofsuch Person (without regard to accounting treatment). Notwithstanding the foregoing, Debt shallnot include trade payables and accrued expenses incurred by such Person in accordance withcustomary practices and in the ordinary course of business of such Person.
4

 
          “Default Rate” shall mean a per annum rate of interest equal to the Revolving InterestRate plus four percent (4.00%).          “Employee Plan” includes any pension, stock bonus, employee stock ownership plan,retirement, profit sharing, deferred compensation, stock option, bonus or other incentive plan,whether qualified or nonqualified, or any disability, medical, dental or other health plan, lifeinsurance or other death benefit plan, vacation benefit plan, severance plan or other employeebenefit plan or arrangement, including those pension, profit-sharing and retirement plans of theBorrower described from time to time in the financial statements of the Borrower and any pensionplan, welfare plan, Defined Benefit Pension Plans (as defined in ERISA) or any multi-employer plan,maintained or administered by the Borrower or to which the Borrower is a party or may have anyliability or by which the Borrower is bound.          “Environmental Laws” shall mean all present or future federal, state or local laws,statutes, common law duties, rules, regulations, ordinances and codes, together with alladministrative or judicial orders, consent agreements, directed duties, requests, licenses,authorizations and permits of, and agreements with, any governmental authority, in each caserelating to any matter arising out of or relating to public health and safety, or pollution orprotection of the environment or workplace, including any of the foregoing relating to thepresence, use, production, generation, handling, transport, treatment, storage, disposal,distribution, discharge, emission, release, threatened release, control or cleanup of any HazardousSubstance.          “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amendedfrom time to time.          “Event of Default” shall mean any of the events or conditions which are set forth inSection 11 hereof.          “GAAP” shall mean generally accepted accounting principles set forth from time to timein the opinions and pronouncements of the Accounting Principles Board and the American Institute ofCertified Public Accountants and statements and pronouncements of the Financial AccountingStandards Board (or agencies with similar functions of comparable stature and authority within theU.S. accounting profession), which are applicable to the circumstances as of the date ofdetermination, provided, however, that interim financial statements or reports shall be deemed incompliance with GAAP despite the absence of footnotes and fiscal year-end adjustments as requiredby GAAP.          “Guarantor” shall mean CHS Inc., a Minnesota corporation.
5

 
          “Guaranty” shall have the meaning set forth in Section 3.1 hereof.          “Hazardous Substances” shall mean (a) any petroleum or petroleum products, radioactivematerials, asbestos in any form that is or could become friable, urea formaldehyde foam insulation,dielectric fluid containing levels of polychlorinated biphenyls, radon gas and mold; (b) anychemicals, materials, pollutant or substances defined as or included in the definition of“hazardous substances”, “hazardous waste”, “hazardous materials”, “extremely hazardous substances”,“restricted hazardous waste”, “toxic substances”, “toxic pollutants”, “contaminants”, “pollutants”or words of similar import, under any applicable Environmental Law; and (c) any other chemical,material or substance, the exposure to, or release of which is prohibited, limited or regulated byany governmental authority or for which any duty or standard of care is imposed pursuant to, anyEnvironmental Law.          “Hedging Agreement” shall mean any interest rate, currency or commodity swapagreement, cap agreement or collar agreement, and any other agreement or arrangement designed toprotect a Person against fluctuations in interest rates, currency exchange rates or commodityprices.          “Hedging Obligation” shall mean, with respect to any Person, any liability of suchPerson under any Hedging Agreement.          “Indemnified Party” and “Indemnified Parties” shall mean, respectively, eachof the Bank and any parent corporation, Affiliate or Subsidiary of the Bank, and each of theirrespective officers, directors, employees, attorneys and agents, and all of such parties andentities.          “Intellectual Property” shall mean the collective reference to all rights, prioritiesand privileges relating to intellectual property, whether arising under United States,multinational or foreign laws or otherwise, including copyrights, patents, service marks andtrademarks, and all registrations and applications for registration therefor and all licenseesthereof, trade names, domain names, technology, know-how and processes, and all rights to sue atlaw or in equity for any infringement or other impairment thereof, including the right to receiveall proceeds and damages therefrom.          “Interest Charges” shall mean, for any period, the sum of: (a) all interest, chargesand related expenses payable with respect to that fiscal period to a lender in connection withborrowed money or the deferred purchase price of assets that are treated as interest in accordancewith GAAP, plus (b) the portion of Capitalized Lease Obligations with respect to thatfiscal period that should be treated as interest in accordance with GAAP, plus (c) allcharges paid or payable (without duplication) during that period with respect to any HedgingAgreements.          “Interest Period” shall mean successive one, two, three or six month periods,beginning and ending as provided in this Agreement.
6

 
          “Investment” shall mean, with respect to any Person, any investment in another Person,whether by acquisition of any debt or equity security, by making any loan or advance, by becomingobligated with respect to a Contingent Liability in respect of obligations of such other Person(other than travel and similar advances to employees in the ordinary course of business).          “Letter of Credit” and “Letters of Credit” shall mean, respectively, a letterof credit and all such letters of credit issued by the Bank, in its sole discretion, upon theexecution and delivery by the Borrower and the acceptance by the Bank of a Master Letter of CreditAgreement and a Letter of Credit Application, as set forth in Section 2.7 of thisAgreement.          “Letter of Credit Application” shall mean, with respect to any request for theissuance of a Letter of Credit, a letter of credit application in the form being used by the Bankat the time of such request for the type of Letter of Credit requested.          “Letter of Credit Commitment” shall mean, at any time, an amount equal to the lesserof (a) the Revolving Loan Commitment minus the aggregate amount of all Revolving Loansoutstanding, or (b) the Borrowing Base Amount minus the aggregate amount of all RevolvingLoans outstanding.          “Letter of Credit Maturity Date” shall mean the Revolving Loan Maturity Date.          “Letter of Credit Obligations” shall mean, at any time, an amount equal to theaggregate of the original face amounts of all Letters of Credit minus the sum of (i) the amount ofany reductions in the original face amount of any Letter of Credit which did not result from a drawthereunder, (ii) the amount of any payments made by the Bank with respect to any draws made under aLetter of Credit for which the Borrower has reimbursed the Bank, (iii) the amount of any paymentsmade by the Bank with respect to any draws made under a Letter of Credit which have been convertedto a Revolving Loan as set forth in Section 2.7, and (iv) the portion of any issued butexpired Letter of Credit which has not been drawn by the beneficiary thereunder. For purposes ofdetermining the outstanding Letter of Credit Obligations at any time, the Bank’s acceptance of adraft drawn on the Bank pursuant to a Letter of Credit shall constitute a draw on the applicableLetter of Credit at the time of such acceptance.          “Liabilities” shall mean at all times all liabilities of the Borrower that would beshown as such on a balance sheet of the Borrower prepared in accordance with GAAP.          “LIBOR” shall mean a rate of interest equal to (a) the per annum rate of interest atwhich United States dollar deposits for a period equal to the relevant Interest Period are offeredin the London Interbank Eurodollar market at 11:00 a.m. (London time) two Business Days prior tothe commencement of such Interest Period (or three Business Days prior to the commencement of suchInterest Period if banks in London, England were not open and dealing in offshore United Statesdollars on such second preceding Business Day), as displayed in the *Bloomberg Financial Markets*system (or other authoritative source selected by the Bank in its sole discretion), divided by (b)a number determined by subtracting from 1.00 the then stated maximum reserve percentage fordetermining reserves to be maintained by member banks of the Federal Reserve System forEurocurrency funding or liabilities as defined in Regulation D (orany successor category of liabilities under Regulation D), or as LIBOR is otherwise determined bythe Bank in its sole and absolute discretion. The Bank’s determination of LIBOR shall beconclusive, absent manifest error.
7

 
          “LIBOR Loan” or “LIBOR Loans” shall mean that portion, and collectively thoseportions, of the aggregate outstanding principal balance of the Loans that bear interest at theLIBOR Rate, of which at any time, the Borrower may identify no more than ten (10) advances of theRevolving Loans which bear interest at the LIBOR Rate.          “LIBOR Rate” shall mean a per annum rate of interest equal to LIBOR for the relevantInterest Period, plus seventy five hundredths of one percent (0.75%), which LIBOR Rateshall remain fixed during such Interest Period.          “Lien” shall mean, with respect to any Person, any interest granted by such Person inany real or personal property, asset or other right owned or being purchased or acquired by suchPerson (including an interest in respect of a Capital Lease) which secures payment or performanceof any obligation and shall include any mortgage, lien, encumbrance, title retention lien, chargeor other security interest of any kind, whether arising by contract, as a matter of law, byjudicial process or otherwise.          “Loans” shall mean, collectively, all Revolving Loans made by the Bank to the Borrowerand all Letter of Credit Obligations, under and pursuant to this Agreement.          “Loan Documents” shall mean each of the agreements, documents, instruments andcertificates set forth in Section 3.1 hereof, and any and all such other instruments,documents, certificates and agreements from time to time executed and delivered by the Borrower,the Guarantor or any of their Subsidiaries for the benefit of the Bank pursuant to any of theforegoing, and all amendments, restatements, supplements and other modifications thereto.          “Master Letter of Credit Agreement” shall mean, at any time, with respect to theissuance of Letters of Credit, a Master Letter of Credit Agreement in the form being used by theBank at such time.          “Material Adverse Effect” shall mean (a) a material adverse change in, or a materialadverse effect upon, the assets, business, properties, prospects, condition (financial orotherwise) or results of operations of the Borrower taken as a whole, (b) a material impairment ofthe ability of the Borrower to perform any of the Obligations under any of the Loan Documents, or(c) a material adverse effect on (i) any substantial portion of the Collateral, (ii) the legality,validity, binding effect or enforceability against the Borrower of any of the Loan Documents, (iii)the perfection or priority of any Lien granted to the Bank under any Loan Document, or (iv) therights or remedies of the Bank under any Loan Document.          “Net Income” shall mean means, with respect to the Borrower for any period, the netincome (or loss) of the Borrower for such period as determined in accordance with GAAP.          “Net Worth” shall mean at any time the total of Assets minus Liabilities.
8

 
          “Non-Excluded Taxes” shall have the meaning set forth in Section 2.8(a) hereof.          “Note” shall mean the Revolving Note.          “Obligations” shall mean the Loans, as evidenced by any Note, all interest accruedthereon (including interest which would be payable as post-petition in connection with anybankruptcy or similar proceeding, whether or not permitted as a claim thereunder), any fees due theBank hereunder, any expenses incurred by the Bank hereunder, including without limitation, allliabilities and obligations under this Agreement, under any other Loan Document, any reimbursementobligations of the Borrower in respect of Letters of Credit and surety bonds, all HedgingObligations of the Borrower which are owed to the Bank or any Affiliate of the Bank, and all BankProduct Obligations of the Borrower, and any and all other liabilities and obligations owed by theBorrower to the Bank from time to time, now or hereafter existing, or due or to become due,together with any and all renewals, extensions, restatements or replacements of any of theforegoing.          “Obligor” shall mean the Borrower, any Guarantor, accommodation endorser, third partypledgor, or any other party liable with respect to the Obligations.          “Organizational Identification Number” means, with respect to Borrower, theorganizational identification number assigned to Borrower by the applicable governmental unit oragency of the jurisdiction of organization of the Borrower.          “Other Taxes” shall mean any present or future stamp or documentary taxes or any otherexcise or property taxes, charges or similar levies which arise from the execution, delivery,enforcement or registration of, or otherwise with respect to, this Agreement or any of the otherLoan Documents.          “Permitted Liens” shall mean (a) Liens for Taxes, assessments or other governmentalcharges not at the time delinquent or thereafter payable without penalty or being contested in goodfaith by appropriate proceedings and, in each case, for which it maintains adequate reserves inaccordance with GAAP and in respect of which no Lien has been filed; (b) Liens arising in theordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmenand other similar Liens imposed by law, and (ii) Liens in the form of deposits or pledges incurredin connection with worker’s compensation, unemployment compensation and other types of socialsecurity (excluding Liens arising under ERISA) or in connection with surety bonds, bids,performance bonds and similar obligations) for sums not overdue or being contested in good faith byappropriate proceedings and not involving any advances or borrowed money or the deferred purchaseprice of property or services, which do not in the aggregate materially detract from the value ofthe property or assets of the Borrower or materially impair the use thereof in the operation of theBorrower’s business and, in each case, for which it maintains adequate reserves in accordance withGAAP and in respect of which no Lien has been filed; (c) attachments, appeal bonds, judgments andother similar Liens, for sums not exceeding One Hundred Thousand and 00/100 Dollars ($100,000.00)arising in connection with court proceedings, provided the execution or other enforcementof such Liens is effectively
9

 
stayed and the claims secured thereby are being actively contested in good faith and by appropriateproceedings and to the extent such judgments or awards do not constitute an Event of Default underSection 11.8 hereof; (d) easements, rights of way, restrictions, minor defects or irregularities intitle and other similar Liens not interfering in any material respect with the ordinary conduct ofthe business of the Borrower; (e) subject to the limitation set forth in Section 9.1(g),Liens arising in connection with Capitalized Lease Obligations (and attaching only to the propertybeing leased); (f) subject to the limitation set forth in Section 9.1(h), Liens thatconstitute purchase money security interests on any property securing Debt incurred for the purposeof financing all or any part of the cost of acquiring such property, provided that any suchLien attaches to such property within twenty (20) days of the acquisition thereof and attachessolely to the property so acquired; (g) Liens granted to the Bank hereunder and under the LoanDocuments and (h) Liens held in a margin account to secure and provide credit support for regulatedexchange or over-the-counter hedging transactions.          “Person” shall mean any natural person, partnership, limited liability company,corporation, trust, joint venture, joint stock company, association, unincorporated organization,government or agency or political subdivision thereof, or other entity, whether acting in anindividual, fiduciary or other capacity.          “Prime Loan” or “Prime Loans” shall mean that portion, and collectively, thoseportions of the aggregate outstanding principal balance of the Loans that bear interest at thePrime Rate minus one percent (1.0%) per annum.          “Prime Rate” shall mean the floating per annum rate of interest which at any time, andfrom time to time, shall be most recently announced by the Bank as its Prime Rate, which is notintended to be the Bank’s lowest or most favorable rate of interest at any one time. The effectivedate of any change in the Prime Rate shall for purposes hereof be the date the Prime Rate ischanged by the Bank. The Bank shall not be obligated to give notice of any change in the PrimeRate.          “Regulatory Change” shall mean the introduction of, or any change in any applicablelaw, treaty, rule, regulation or guideline or in the interpretation or administration thereof byany governmental authority or any central bank or other fiscal, monetary or other authority havingjurisdiction over the Bank or its lending office.          “Revolving Interest Rate” shall mean the Borrower’s from time to time option of (i) afloating per annum rate of interest equal to the Prime Rate minus one percent (1.0%), or(ii) the LIBOR Rate.          “Revolving Loan” and “Revolving Loans” shall mean, respectively, each directadvance and the aggregate of all such direct advances made by the Bank to the Borrower under andpursuant to this Agreement, as set forth in Section 2.1 of this Agreement.          “Revolving Loan Availability” shall mean, at any time, an amount equal to theRevolving Loan Commitment minus the Letter of Credit Obligations.
10

 
          “Revolving Loan Commitment” shall mean Twenty Million and 00/100 Dollars($20,000,000.00).          “Revolving Loan Mandatory Prepayment” shall have the meaning set forth in Section2.1(c)(ii) hereof.          “Revolving Loan Maturity Date” shall mean November 4, 2007, unless extended by theBank pursuant to any modification, extension or renewal note executed by the Borrower and acceptedby the Bank in its sole and absolute discretion in substitution for the Revolving Note.          “Revolving Note” shall mean a revolving note in the form prepared by and acceptable tothe Bank, dated as of the date hereof, in the amount of the Revolving Loan Commitment and maturingon the Revolving Loan Maturity Date, duly executed by the Borrower and payable to the order of theBank, together with any and all renewal, extension, modification or replacement notes executed bythe Borrower and delivered to the Bank and given in substitution therefor.          “Subordinated Debt” shall mean that portion of the Debt of the Borrower which issubordinated to the Obligations in a manner satisfactory to the Bank, including right and time ofpayment of principal and interest.          “Subsidiary” and “Subsidiaries” shall mean, respectively, with respect to anyPerson, each and all such corporations, partnerships, limited partnerships, limited liabilitycompanies, limited liability partnerships, joint ventures or other entities of which or in whichsuch Person owns, directly or indirectly, such number of outstanding Capital Securities as havemore than fifty percent (50.00%) of the ordinary voting power for the election of directors orother managers of such corporation, partnership, limited liability company or other entity. Unlessthe context otherwise requires, each reference to Subsidiaries herein shall be a reference toSubsidiaries of the Borrower.          “Taxes” shall mean any and all present and future taxes, duties, levies, imposts,deductions, assessments, charges or withholdings, and any and all liabilities (including interestand penalties and other additions to taxes) with respect to the foregoing.          “UCC” shall mean the Uniform Commercial Code in effect in the state of Illinois fromtime to time.          “Unmatured Event of Default” shall mean any event which, with the giving of notice,the passage of time or both, would constitute an Event of Default.          “Voidable Transfer” shall have the meaning set forth in Section 13.21 hereof.          “Wholly-Owned Subsidiary” shall mean any Subsidiary of which or in which the Borrowerowns, directly or indirectly, one hundred percent (100%) of the Capital Securities of suchSubsidiary.
11

 
          “Working Capital” shall mean the total of cash on hand, cash equivalents, marketablesecurities, Accounts minus adequate reserves for doubtful Accounts, and readily salableInventory at the lower of cost or market value, minus the total of all liabilities payable withinone year, all as determined in accordance with GAAP.     1.2. Accounting Terms. Any accounting terms used in this Agreement which are notspecifically defined herein shall have the meanings customarily given them in accordance with GAAP.Calculations and determinations of financial and accounting terms used and not otherwisespecifically defined hereunder and the preparation of financial statements to be furnished to theBank pursuant hereto shall be made and prepared, both as to classification of items and as toamount, in accordance with sound accounting practices and GAAP as used in the preparation of thefinancial statements of the Borrower on the date of this Agreement. If any changes in accountingprinciples or practices from those used in the preparation of the financial statements arehereafter occasioned by the promulgation of rules, regulations, pronouncements and opinions by orrequired by the Financial Accounting Standards Board or the American Institute of Certified PublicAccountants (or any successor thereto or agencies with similar functions), which results in amaterial change in the method of accounting in the financial statements required to be furnished tothe Bank hereunder or in the calculation of financial covenants, standards or terms contained inthis Agreement, the parties hereto agree to enter into good faith negotiations to amend suchprovisions so as equitably to reflect such changes to the end that the criteria for evaluating thefinancial condition and performance of the Borrower will be the same after such changes as theywere before such changes; and if the parties fail to agree on the amendment of such provisions, theBorrower will furnish financial statements in accordance with such changes, but shall providecalculations for all financial covenants, perform all financial covenants and otherwise observe allfinancial standards and terms in accordance with applicable accounting principles and practices ineffect immediately prior to such changes. Calculations with respect to financial covenantsrequired to be stated in accordance with applicable accounting principles and practices in effectimmediately prior to such changes shall be reviewed and certified by the Borrower’s accountants.     1.3. Other Terms Defined in UCC. All other capitalized words and phrases used hereinand not otherwise specifically defined herein shall have the respective meanings assigned to suchterms in the UCC, to the extent the same are used or defined therein.     1.4. Other Interpretive Provisions.     (a) The meanings of defined terms are equally applicable to the singular and pluralforms of the defined terms. Whenever the context so requires, the neuter gender includesthe masculine and feminine, the single number includes the plural, and vice versa, and inparticular the word “Borrower” shall be so construed.     (b) Section and Schedule references are to this Agreement unless otherwise specified.The words “hereof”, “herein” and “hereunder” and words of similar import when used in thisAgreement shall refer to this Agreement as a whole and not to any particular provision ofthis Agreement.
12

 
     (c) The term “including” is not limiting, and means “including, without limitation”.     (d) In the computation of periods of time from a specified date to a later specifieddate, the word “from” means “from and including”; the words “to” and “until” each mean “tobut excluding”, and the word “through” means “to and including”.     (e) Unless otherwise expressly provided herein, (i) references to agreements (includingthis Agreement and the other Loan Documents) and other contractual instruments shall bedeemed to include all subsequent amendments, restatements, supplements and othermodifications thereto, but only to the extent such amendments, restatements, supplements andother modifications are not prohibited by the terms of any Loan Document, and (ii)references to any statute or regulation shall be construed as including all statutory andregulatory provisions amending, replacing, supplementing or interpreting such statute orregulation.     (f) To the extent any of the provisions of the other Loan Documents are inconsistentwith the terms of this Agreement, the provisions of this Agreement shall govern.     (g) This Agreement and the other Loan Documents may use several different limitations,tests or measurements to regulate the same or similar matters. All such limitations, testsand measurements are cumulative and each shall be performed in accordance with its terms.Section 2. COMMITMENT OF THE BANK.      2.1. Revolving Loans.     (a) Revolving Loan Commitment. Subject to the terms and conditions of thisAgreement and the other Loan Documents, and in reliance upon the representations andwarranties of the Borrower set forth herein and in the other Loan Documents, the Bank agreesto make such Revolving Loans at such times as the Borrower may from time to time requestuntil, but not including, the Revolving Loan Maturity Date, and in such amounts as theBorrower may from time to time request, provided, however, that the aggregate principalbalance of all Revolving Loans outstanding at any time shall not exceed the Revolving LoanAvailability. Revolving Loans made by the Bank may be repaid and, subject to the terms andconditions hereof, borrowed again up to, but not including the Revolving Loan Maturity Dateunless the Revolving Loans are otherwise accelerated, terminated or extended as provided inthis Agreement. The Revolving Loans shall be used by the Borrower for the purpose ofworking capital.
13

 
     (b) Revolving Loan Interest and Payments. Except as otherwise provided in thisSection 2.1(b), the principal amount of the Revolving Loans outstanding from time totime shall bear interest at the applicable Revolving Interest Rate. Accrued and unpaidinterest on the unpaid principal balance of all Revolving Loans outstanding from timeto time which are Prime Loans shall be due and payable monthly, in arrears, commencing onOctober 5, 2006 and continuing on the fifth day of each calendar month thereafter, and onthe Revolving Loan Maturity Date. Accrued and unpaid interest on the unpaid principalbalance of all Revolving Loans outstanding from time to time which are LIBOR Loans shall bepayable on the last Business Day of each Interest Period (provided, however, that forInterest Periods of six months, accrued interest shall also be paid on the date which isthree months from the first day of such Interest Period), commencing on the first such dateto occur after the date hereof, on the date of any principal repayment of a LIBOR Loan andon the Revolving Loan Maturity Date. From and after maturity, or after the occurrence andduring the continuation of an Event of Default, interest on the outstanding principalbalance of the Revolving Loans, at the option of the Bank, may accrue at the Default Rateand shall be payable upon demand from the Bank.     (c) Revolving Loan Principal Payments.     (i) Revolving Loan Mandatory Payments. All Revolving Loans hereundershall be repaid by the Borrower on the Revolving Loan Maturity Date, unless payablesooner pursuant to the provisions of this Agreement. In the event the aggregateoutstanding principal balance of all Revolving Loans and Letter of CreditObligations hereunder exceeds the Revolving Loan Commitment, the Borrower shall,without notice or demand of any kind, immediately make such repayments of theRevolving Loans or take such other actions as are satisfactory to the Bank as shallbe necessary to eliminate such excess. Also, if the Borrower chooses not to convertany Revolving Loan which is a LIBOR Loan to a Prime Loan as provided in Section2.4(b) and Section 2.4(c), then such Revolving Loan shall immediately bedue and payable on the last Business Day of the then existing Interest Period or onsuch earlier date as required by law, all without further demand, presentment,protest or notice of any kind, all of which are hereby waived by the Borrower.     (ii) Reserved.     (iii) Optional Prepayments. The Borrower may from time to time prepaythe Revolving Loans which are Prime Loans, in whole or in part, without anyprepayment penalty whatsoever, provided that any prepayment of the entire principalbalance of the Prime Loans shall include accrued interest on such Prime Loans to thedate of such prepayment.     2.2.  Reserved.     2.3.  Reserved.     2.3.  Additional LIBOR Loan Provisions.
14

 
     (a) LIBOR Loan Prepayments. Notwithstanding anything to the contrary containedherein, the principal balance of any LIBOR Loan may not be prepaid in whole or in part atany time. If, for any reason, a LIBOR Loan is paid prior to the last Business Day of anyInterest Period, whether voluntary, involuntary, by reason of acceleration or otherwise,each such prepayment of a LIBOR Loan will be accompanied by the amount of accrued intereston the amount prepaid and any and all costs, expenses, penalties and charges incurred by theBank as a result of the early termination or breakage of a LIBOR Loan, plus the amount, ifany, by which (i) the additional interest which would have been payable during the InterestPeriod on the LIBOR Loan prepaid had it not been prepaid, exceeds (ii) the interest whichwould have been recoverable by the Bank by placing the amount prepaid on deposit in thedomestic certificate of deposit market, the eurodollar deposit market, or other appropriatemoney market selected by the Bank, for a period starting on the date on which it was prepaidand ending on the last day of the Interest Period for such LIBOR Loan. The amount of anysuch loss or expense payable by the Borrower to the Bank under this section shall bedetermined in the Bank’s sole discretion based upon the assumption that the Bank funded itsloan commitment for LIBOR Loans in the London Interbank Eurodollar market and using anyreasonable attribution or averaging methods which the Bank deems appropriate and practical,provided, however, that the Bank is not obligated to accept a deposit in the LondonInterbank Eurodollar market in order to charge interest on a LIBOR Loan at the LIBOR Rate.     (b) LIBOR Unavailability. If the Bank determines in good faith (whichdetermination shall be conclusive, absent manifest error) prior to the commencement of anyInterest Period that (i) the making or maintenance of any LIBOR Loan would violate anyapplicable law, rule, regulation or directive, whether or not having the force of law, (ii)United States dollar deposits in the principal amount, and for periods equal to the InterestPeriod for funding any LIBOR Loan are not available in the London Interbank Eurodollarmarket in the ordinary course of business, (iii) by reason of circumstances affecting theLondon Interbank Eurodollar market, adequate and fair means do not exist for ascertainingthe LIBOR Rate to be applicable to the relevant LIBOR Loan, or (iv) the LIBOR Rate does notaccurately reflect the cost to the Bank of a LIBOR Loan, the Bank shall promptly notify theBorrower thereof and, so long as the foregoing conditions continue, none of the Loans may beadvanced as a LIBOR Loan thereafter. In addition, at the Borrower’s option, each existingLIBOR Loan shall be immediately (i) converted to a Prime Loan on the last Business Day ofthe then existing Interest Period, or (ii) due and payable on the last Business Day of thethen existing Interest Period, without further demand, presentment, protest or notice of anykind, all of which are hereby waived by the Borrower.     (c) Regulatory Change. In addition, if, after the date hereof, a RegulatoryChange shall, in the reasonable determination of the Bank, make it unlawful for the Bank tomake or maintain the LIBOR Loans, then the Bank shall promptly notify the Borrower and noneof the Loans may be advanced as a LIBOR Loan thereafter. In addition, at the Borrower’soption, each existing LIBOR Loan shall be immediately (i) converted to a Prime Loan on thelast Business Day of the then existing Interest Period or on such earlier date as requiredby law, or (ii) due and payable on the last Business Day of thethen existing Interest Period or on such earlier date as required by law, all withoutfurther demand, presentment, protest or notice of any kind, all of which are hereby waivedby the Borrower.
15

 
     (d) LIBOR Indemnity. If any Regulatory Change, or compliance by the Bank orany Person controlling the Bank with any request or directive of any governmental authority,central bank or comparable agency (whether or not having the force of law) shall (a) impose,modify or deem applicable any assessment, reserve, special deposit or similar requirementagainst assets held by, or deposits in or for the account of or loans by, or any otheracquisition of funds or disbursements by, the Bank; (b) subject the Bank or any LIBOR Loanto any tax, duty, charge, stamp tax or fee or change the basis of taxation of payments tothe Bank of principal or interest due from the Borrower to the Bank hereunder (other than achange in the taxation of the overall net income of the Bank); or (c) impose on the Bank anyother condition regarding such LIBOR Loan or the Bank’s funding thereof, and the Bank shalldetermine (which determination shall be conclusive, absent manifest error) that the resultof the foregoing is to increase the cost to, or to impose a cost on, the Bank or suchcontrolling Person of making or maintaining such LIBOR Loan or to reduce the amount ofprincipal or interest received by the Bank hereunder, then the Borrower shall pay to theBank or such controlling Person, on demand, such additional amounts as the Bank shall, fromtime to time, determine are sufficient to compensate and indemnify the Bank for suchincreased cost or reduced amount.     2.5. Interest and Fee Computation; Collection of Funds. Except as otherwise set forthherein, all interest and fees shall be calculated on the basis of a year consisting of 360 days andshall be paid for the actual number of days elapsed. Principal payments submitted in funds notimmediately available shall continue to bear interest until collected. If any payment to be madeby the Borrower hereunder or under any Note shall become due on a day other than a Business Day,such payment shall be made on the next succeeding Business Day and such extension of time shall beincluded in computing any interest in respect of such payment. Notwithstanding anything to thecontrary contained herein, the final payment due under any of the Loans must be made by wiretransfer or other immediately available funds. All payments made by the Borrower hereunder orunder any of the Loan Documents shall be made without setoff, counterclaim, or other defense. Tothe extent permitted by applicable law, all payments hereunder or under any of the Loan Documents(including any payment of principal, interest, or fees) to, or for the benefit, of any Person shallbe made by the Borrower free and clear of, and without deduction or withholding for, or account of,any taxes now or hereinafter imposed by any taxing authority.     2.6. Late Charge. If any payment of interest or principal due hereunder is not madewithin ten (10) days after such payment is due in accordance with the terms hereof, then, inaddition to the payment of the amount so due, the Borrower shall pay to the Bank a “late charge” offive cents for each whole dollar so overdue to defray part of the cost of collection and handlingsuch late payment. The Borrower agrees that the damages to be sustained by the Bank for thedetriment caused by any late payment are extremely difficult and impractical to ascertain,and that the amount of five cents for each one dollar due is a reasonable estimate of suchdamages, does not constitute interest, and is not a penalty.
16

 
     2.7. Letters of Credit. Subject to the terms and conditions of this Agreement andupon (i) the execution by the Borrower and the Bank of a Master Letter of Credit Agreement in formand substance acceptable to the Bank and the Borrower (together with all amendments, modificationsand restatements thereof, the “Master Letter of Credit Agreement”), and (ii) the executionand delivery by the Borrower, and the acceptance by the Bank, in its sole and absolute discretion,of a Letter of Credit Application, the Bank agrees to issue for the account of the Borrower suchLetters of Credit in the standard form of the Bank and otherwise in form and substance acceptableto the Bank, from time to time during the term of this Agreement, provided that the Letter ofCredit Obligations may not at any time exceed the Letter of Credit Commitment and provided further,that no Letter of Credit shall have an expiration date later than the Letter of Credit MaturityDate. The amount of any payments made by the Bank with respect to draws made by a beneficiaryunder a Letter of Credit for which the Borrower has failed to reimburse the Bank upon the earlierof (i) the Bank’s demand for repayment, or (ii) five (5) days from the date of such payment to suchbeneficiary by the Bank, shall be deemed to have been converted to a Revolving Loan as of the datesuch payment was made by the Bank to such beneficiary. Upon the occurrence of an Event of aDefault and at the option of the Bank, all Letter of Credit Obligations shall be converted toRevolving Loans consisting of Prime Loans, all without demand, presentment, protest or notice ofany kind, all of which are hereby waived by the Borrower. To the extent the provisions of theMaster Letter of Credit Agreement differ from, or are inconsistent with, the terms of thisAgreement, the provisions of this Agreement shall govern.     2.8. Taxes.     (a) All payments made by the Borrower under this Agreement shall be made free and clearof, and without deduction or withholding for or on account of, any present or future income,stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings,now or hereafter imposed, levied, collected, withheld or assessed by any governmentalauthority, excluding net income taxes and franchise taxes (imposed in lieu of net incometaxes) imposed on the Bank as a result of a present or former connection between the Bankand the jurisdiction of the governmental authority imposing such tax or any politicalsubdivision or taxing authority thereof or therein (other than any such connection arisingsolely from the Bank having executed, delivered or performed its obligations or received apayment under, or enforced, this Agreement or any other Loan Document). If any suchnon-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings(collectively, “Non-Excluded Taxes”) or Other Taxes are required to be withheld fromany amounts payable to the Bank hereunder, the amounts so payable to the Bank shall beincreased to the extent necessary to yield to the Bank (after payment of all Non-ExcludedTaxes and Other Taxes) interest or any such other amounts payable hereunder at the rates orin the amounts specified in this Agreement, provided, however, that the Borrower shall notbe required to increase any such amounts payable to the Bank with respect to anyNon-Excluded Taxes that are attributable to the Bank’s failure to comply with therequirements of subsection 2.7(c).
17

 
     (b) The Borrower shall pay any Other Taxes to the relevant governmental authority inaccordance with applicable law.     (c) At the request of the Borrower and at the Borrower’s sole cost, the Bank shall takereasonable steps to (i) contest its liability for any Non-Excluded Taxes or Other Taxes thathave not been paid, or (ii) seek a refund of any Non-Excluded Taxes or Other Taxes that havebeen paid.     (d) Whenever any Non-Excluded Taxes or Other Taxes are payable by the Borrower, aspromptly as possible thereafter the Borrower shall send to the Bank a certified copy of anoriginal official receipt received by the Borrower showing payment thereof. If the Borrowerfails to pay any Non-Excluded Taxes or Other Taxes when due to the appropriate taxingauthority or fails to remit to the Bank the required receipts or other required documentaryevidence or if any governmental authority seeks to collect a Non-Excluded Tax or Other Taxdirectly from the Bank for any other reason, the Borrower shall indemnify the Bank on anafter-tax basis for any incremental taxes, interest or penalties that may become payable bythe Bank.     (e) The agreements in this Section shall survive the satisfaction and payment of theObligations and the termination of this Agreement.     2.9. All Loans to Constitute Single Obligation. The Loans shall constitute onegeneral obligation of the Borrower, and shall be secured by Bank’s priority security interest inand Lien upon all of the Collateral and by all other security interests, Liens, claims andencumbrances heretofore, now or at any time or times hereafter granted by the Borrower to Bank.Section 3. CONDITIONS OF BORROWING.     Notwithstanding any other provision of this Agreement, the Bank shall not be required todisburse, make or continue all or any portion of the Loans, if any of the following conditionsshall have occurred.     3.1. Loan Documents. The Borrower shall have failed to execute and deliver to theBank any of the following Loan Documents, all of which must be satisfactory to the Bank and theBank’s counsel in form, substance and execution:     (a) Loan Agreement. Two copies of this Agreement duly executed by theBorrower.     (b) Revolving Note. A Revolving Note duly executed by the Borrower, in theform prepared by and acceptable to the Bank.     (c) Reserved.     (d) Reserved.
18

 
     (e) Master Letter of Credit Agreement. A Master Letter of Credit Agreementprepared by and acceptable to the Bank, duly executed by the Borrower in favor of the Bank.     (f) Guaranty. A Guaranty dated as of the date of this Agreement, executed bythe Guarantor to and for the benefit of the Bank, in the form prepared by and acceptable tothe Bank (the “Guaranty”).     (g) Reserved.     (h) Reserved.     (i) Reserved.     (j) Search Results; Lien Terminations. Copies of UCC search reports dated sucha date as is reasonably acceptable to the Bank, listing all effective financing statementswhich name the Borrower, under its present names and any previous names, as debtors,together with (i) copies of such financing statements, (ii) payoff letters evidencingrepayment in full of all existing Debt to be repaid with the Loans, the termination of allagreements relating thereto and the release of all Liens granted in connection therewith,with UCC or other appropriate termination statements and documents effective to evidence theforegoing (other than Permitted Liens), and (iii) such other UCC termination statements asthe Bank may reasonably request.     (k) Organizational and Authorization Document. Copies of (i) the Articles ofOrganization (Certificate of Formation) and Operating Agreement of the Borrower; (ii)resolutions of the **members/ managers**of the Borrower approving and authorizing such Person’sexecution, delivery and performance of the Loan Documents to which it is party and thetransactions contemplated thereby; (iii) signature and incumbency certificates of the**members / managers**of the Borrower, executing any of the Loan Documents, each of which theBorrower hereby certifies to be true and complete, and in full force and effect withoutmodification, it being understood that the Bank may conclusively rely on each such documentand certificate until formally advised by the Borrower of any changes therein; and (iv) goodstanding certificates in the state of formation of the Borrower and in each other staterequested by the Bank.     (l) Insurance. Evidence satisfactory to the Bank of the existence of insurancerequired to be maintained pursuant to Section 8.6, together with evidence that theBank has been named as a lender’s loss payee on all related insurance policies.     (m) Reserved.     (n) Additional Documents. Such other certificates, financial statements,schedules, resolutions, opinions of counsel, notes and other documents which are providedfor hereunder or which the Bank shall require.
19

 
     3.2. Event of Default. Any Event of Default shall have occurred and be continuing.     3.3. Material Adverse Effect. The occurrence of any event having a Material AdverseEffect upon the Borrower.     3.4. Litigation. Any litigation or governmental proceeding shall have been institutedagainst the Borrower or any of its officers or shareholders having a Materially Adverse Effect uponthe Borrower.     3.5. Representations and Warranties. Any representation or warranty of the Borrowercontained herein or in any Loan Document shall be untrue or incorrect as of the date of any Loan asthough made on such date, except to the extent such representation or warranty expressly relates toan earlier date.     3.6.  Reserved.Section 4.  NOTES EVIDENCING LOANS.     4.1. Revolving Note. The Revolving Loans and the Letter of Credit Obligations shallbe evidenced by the Revolving Note. At the time of the initial disbursement of a Revolving Loanand at each time any additional Revolving Loan shall be requested hereunder or a repayment made inwhole or in part thereon, a notation thereof shall be made on the books and records of the Bank.All amounts recorded shall be, absent manifest error, conclusive and binding evidence of (i) theprincipal amount of the Revolving Loans advanced hereunder and the amount of all Letter of CreditObligations, (ii) any accrued and unpaid interest owing on the Revolving Loans, and (iii) allamounts repaid on the Revolving Loans or the Letter of Credit Obligations. The failure to recordany such amount or any error in recording such amounts shall not, however, limit or otherwiseaffect the obligations of the Borrower under the Revolving Note to repay the principal amount ofthe Revolving Loans, together with all interest accruing thereon.     4.2.  Reserved.     4.3.  Reserved.Section 5.  MANNER OF BORROWING.     5.1. Borrowing Procedures. Each Revolving Loan may be advanced either as a Prime Loanor a LIBOR Loan, provided, however, that at any time, the Borrower may identify no more than ten(10) Revolving Loans which may be LIBOR Loans. Each Loan shall be made available to the Borrowerupon any written or electronic loan request which the Bank in good faith believes to emanate from aproperly authorized representative of the Borrower, whether or not that is in fact the case. Eachsuch request shall be effective upon receipt by the Bank, shall be irrevocable, and shall specifythe date, amount and type of borrowing and, in the case of a LIBOR Loan, the initial InterestPeriod therefor. The Borrower shall select Interest Periods so as not to require a payment orprepayment of any LIBOR Loan during an Interest Period for such
20

 
LIBOR Loan. The final Interest Period for any LIBOR Loan must be such that its expirationoccurs on or before the Maturity Date of such Loan. A request for a Prime Loan must be received bythe Bank no later than 11:00 a.m. Chicago, Illinois time, on the day it is to be funded. A requestfor a LIBOR Loan must be (i) received by the Bank no later than 11:00 a.m. Chicago, Illinois time,three days before the day it is to be funded, and (ii) in an amount equal to Five Hundred Thousandand 00/100 Dollars ($500,000.00) or a higher integral multiple of One Hundred Thousand and 00/100Dollars ($100,000.00). The proceeds of each Loan shall be made available at the office of the Bankby credit to the account of the Borrower or by other means requested by the Borrower and acceptableto the Bank. The Borrower does hereby irrevocably confirm, ratify and approve all such advances bythe Bank and does hereby indemnify the Bank against losses and expenses (including court costs,attorneys’ and paralegals’ fees) and shall hold the Bank harmless with respect thereto.     5.2. LIBOR Conversion and Continuation Procedures. Each LIBOR Loan shallautomatically renew for the Interest Period specified in the initial request received by the Bankpursuant to Section 5.1, at the then current LIBOR Rate unless the Borrower, pursuant to asubsequent written notice received by the Bank, shall elect a different Interest Period or theconversion of all or a portion of such LIBOR Loan to a Prime Loan**.**Each Interest Period occurringafter the initial Interest Period with respect to any LIBOR Loan shall commence on the same day ofeach applicable month as the first day of the initial Interest Period. Whenever the last day ofany Interest Period with respect to any LIBOR Loan would otherwise occur on a day other than aBusiness Day, the last day of such Interest Period shall be extended to occur on the nextsucceeding Business Day. Whenever an Interest Period with respect to any LIBOR Loan wouldotherwise end on a day of a month for which there is no numerically corresponding day in thecalendar month, such Interest Period shall end on the last day of such calendar month, unless suchday is not a Business Day, in which event such Interest Period shall be extended to end on the nextBusiness Day. Upon receipt by the Bank of such subsequent notice, the Borrower may, subject to theterms and conditions of this Agreement, elect, as of the last day of the applicable InterestPeriod, to continue any LIBOR Loan having an Interest Period expiring on such day for a differentInterest Period, or to convert any such LIBOR Loan to a Prime Loan. Such notice shall, in the caseof a conversion to a Prime Loan, be given before 11:00 a.m., Chicago time, on the proposed date ofsuch conversion, and in the case of conversion to a LIBOR Loan having a different Interest Period,be given before 11:00 a.m., Chicago time, at least three Business Days prior to the proposed dateof such conversion, specifying: (i) the proposed date of conversion; (ii) the aggregate amount ofLoans to be converted; (iii) the type of Loans resulting from the proposed conversion; and (iv) theduration of the requested Interest Period. The Borrower may not elect a LIBOR Rate, and anInterest Period for a LIBOR Loan shall not automatically renew, with respect to any principalamount which is scheduled to be repaid before the last day of the applicable Interest Period, andany such amounts shall bear interest at the Prime Rate, until repaid.     5.3. Letters of Credit. All Letters of Credit shall bear such application, issuance,renewal, negotiation and other fees and charges, and bear such interest as charged by the Bank orotherwise payable pursuant to the Master Letter of Credit Agreement. In addition to the foregoing,each standby Letters of Credit issued under and pursuant to this Agreement shall bear a proratedannual issuance fee equal to one percent (1.00%) of the face amount of such standbyLetter of Credit, payable by the Borrower prior to the issuance by the Bank of such Letter ofCredit and annually thereafter, until (i) such Letter of Credit has expired or has been returned tothe Bank, or (ii) the Bank has paid the beneficiary thereunder the full face amount of such Letterof Credit.
21

 
     5.4. Automatic Debit. In order to effectuate the timely payment of any of theObligations when due, the Borrower hereby authorizes and directs the Bank, at the Bank’s option, to(a) debit the amount of the Obligations to any ordinary deposit account of the Borrower, or (b)make a Revolving Loan hereunder to pay the amount of the Obligations.     5.5. Discretionary Disbursements. The Bank, in its sole and absolute discretion, mayimmediately upon notice to the Borrower, disburse any or all proceeds of the Loans made oravailable to the Borrower pursuant to this Agreement to pay any fees, costs, expenses or otheramounts required to be paid by the Borrower hereunder and not so paid. All monies so disbursedshall be a part of the Obligations, payable by the Borrower on demand from the Bank.Section 6. SECURITY FOR THE OBLIGATIONS.     6.1. Security for Obligations. As security for the payment and performance of theObligations, the Borrower does hereby pledge, assign, transfer, deliver and grant to the Bank, forits own benefit and as agent for its Affiliates, a continuing and unconditional first prioritysecurity interest in and to any and all property of the Borrower, of any kind or description,tangible or intangible, wheresoever located and whether now existing or hereafter arising oracquired, including the following (all of which property, along with the products and proceedstherefrom, are individually and collectively referred to as the “Collateral”):     (a) all property of, or for the account of, the Borrower now or hereafter coming intothe possession, control or custody of, or in transit to, the Bank or any agent or bailee forthe Bank or any parent, Affiliate or Subsidiary of the Bank or any participant with the Bankin the Loans (whether for safekeeping, deposit, collection, custody, pledge, transmission orotherwise), including all earnings, dividends, interest, or other rights in connectiontherewith and the products and proceeds therefrom, including the proceeds of insurancethereon; and     (b) the additional property of the Borrower, whether now existing or hereafter arisingor acquired, and wherever now or hereafter located, together with all additions andaccessions thereto, substitutions, betterments and replacements therefor, products andProceeds therefrom, and all of the Borrower’s books and records and recorded data relatingthereto (regardless of the medium of recording or storage), together with all of theBorrower’s right, title and interest in and to all computer software required to utilize,create, maintain and process any such records or data on electronic media, identified andset forth as follows: (i) All Accounts and all Goods whose sale, lease or otherdisposition by the Borrower has given rise to Accounts and have been returnedto, orrepossessed or stopped in transit by, the Borrower, or rejected or refusedby an Account Debtor;
22

 
 (ii) All Inventory, including raw materials, work-in-process andfinished goods;  (iii) All Goods (other than Inventory), including embedded software,Equipment, vehicles, furniture and Fixtures;  (iv) All Software and computer programs;  (v) All Securities, Investment Property, Financial Assets andDeposit Accounts;  (vi) All Chattel Paper, Electronic Chattel Paper, Instruments,Documents, Letter of Credit Rights, all proceeds of letters of credit,Health-Care-Insurance Receivables, Supporting Obligations, notes secured byreal estate, Commercial Tort Claims and General Intangibles, including PaymentIntangibles; and  (vii) All Proceeds (whether Cash Proceeds or Noncash Proceeds) ofthe foregoing property, including all insurance policies and proceeds ofinsurance payable by reason of loss or damage to the foregoing property,including unearned premiums, and of eminent domain or condemnation awards.     6.2. Reserved.     6.3. Possession and Transfer of Collateral. Unless an Event of Default existshereunder, the Borrower shall be entitled to possession or use of the Collateral (other thanInstruments or Documents, Tangible Chattel Paper, Investment Property consisting of certificatedsecurities and other Collateral required to be delivered to the Bank pursuant to this Section 6).The cancellation or surrender of any Note, upon payment or otherwise, shall not affect the right ofthe Bank to retain the Collateral for any other of the Obligations. The Borrower shall not sell,assign (by operation of law or otherwise), license, lease or otherwise dispose of, or grant anyoption with respect to any of the Collateral, except that the Borrower may sell Inventory in theordinary course of business.     6.4. Financing Statements. The Borrower shall, at the Bank’s request, at any time andfrom time to time, execute and deliver to the Bank such financing statements, amendments and otherdocuments and do such acts as the Bank deems necessary in order to establish and maintain valid,attached and perfected first priority security interests in the Collateral in favor of the Bank,free and clear of all Liens and claims and rights of third parties whatsoever, except PermittedLiens. The Borrower hereby irrevocably authorizes the Bank at any time, and from time to time, tofile in any jurisdiction any initial financing statements and amendments thereto without thesignature of the Borrower that (a) indicate the Collateral (i) is comprised of all assets of the
23

 
Borrower or words of similar effect, regardless of whether any particular asset comprising apart of the Collateral falls within the scope of Article 9 of the Uniform Commercial Code of thejurisdiction wherein such financing statement or amendment is filed, or (ii) as being of an equalor lesser scope or within greater detail as the grant of the security interest set forth herein,and (b) contain any other information required by Section 5 of Article 9 of the Uniform CommercialCode of the jurisdiction wherein such financing statement or amendment is filed regarding thesufficiency or filing office acceptance of any financing statement or amendment, including (i)whether the Borrower is an organization, the type of organization and any OrganizationalIdentification Number issued to the Borrower, and (ii) in the case of a financing statement filedas a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, asufficient description of the real property to which the Collateral relates. The Borrower herebyagrees that a photocopy or other reproduction of this Agreement is sufficient for filing as afinancing statement and the Borrower authorizes the Bank to file this Agreement as a financingstatement in any jurisdiction. The Borrower agrees to furnish any such information to the Bankpromptly upon request. The Borrower further ratifies and affirms its authorization for anyfinancing statements and/or amendments thereto, executed and filed by the Bank in any jurisdictionprior to the date of this Agreement.     6.5. Additional Collateral. The Borrower shall deliver to the Bank immediately uponits demand, such other collateral as the Bank may from time to time request, should the value ofthe Collateral, in the Bank’s sole and absolute discretion, decline, deteriorate, depreciate orbecome impaired, and does hereby grant to the Bank a continuing security interest in such othercollateral, which, when pledged, assigned and transferred to the Bank shall be and become part ofthe Collateral. The Bank’s security interests in all of the foregoing Collateral shall be valid,complete and perfected whether or not covered by a specific assignment.     6.6. Preservation of the Collateral. The Bank may, but is not required, to take suchactions from time to time as the Bank deems appropriate to maintain or protect the Collateral. TheBank shall have exercised reasonable care in the custody and preservation of the Collateral if theBank takes such action as the Borrower shall reasonably request in writing which is notinconsistent with the Bank’s status as a secured party, but the failure of the Bank to comply withany such request shall not be deemed a failure to exercise reasonable care; provided, however, theBank’s responsibility for the safekeeping of the Collateral shall (i) be deemed reasonable if suchCollateral is accorded treatment substantially equal to that which the Bank accords its ownproperty, and (ii) not extend to matters beyond the reasonable control of the Bank, including actsof God, war, insurrection, riot or governmental actions. In addition, any failure of the Bank topreserve or protect any rights with respect to the Collateral against prior or third parties, or todo any act with respect to preservation of the Collateral, not so requested by the Borrower, shallnot be deemed a failure to exercise reasonable care in the custody or preservation of theCollateral. The Borrower shall have the sole responsibility for taking such action as may benecessary, from time to time, to preserve all rights of the Borrower and the Bank in the Collateralagainst prior or third parties. Without limiting the generality of the foregoing, where Collateralconsists in whole or in part of securities, the Borrower represents to, and covenants with, theBank that the Borrower has made arrangements for keeping informed of changes or potential changesaffecting the securities (including rights to convert or subscribe, payment of dividends,reorganization or other exchanges, tender offers and voting rights), and the Borrower agrees thatthe Bank shallhave no responsibility or liability for informing the Borrower of any such or other changes orpotential changes or for taking any action or omitting to take any action with respect thereto.
24

 
     6.7. Other Actions as to any and all Collateral. The Borrower further agrees to takeany other action reasonably requested by the Bank to ensure the attachment, perfection and firstpriority of, and the ability of the Bank to enforce, the Bank’s security interest in any and all ofthe Collateral, including (a) causing the Bank’s name to be noted as secured party on anycertificate of title for a titled good if such notation is a condition to attachment, perfection orpriority of, or ability of the bank to enforce, the Bank’s security interest in such Collateral,(b) complying with any provision of any statute, regulation or treaty of the United States as toany Collateral if compliance with such provision is a condition to attachment, perfection orpriority of, or ability of the Bank to enforce, the Bank’s security interest in such Collateral,(c) obtaining governmental and other third party consents and approvals, including any consent ofany licensor, lessor or other Person obligated on Collateral, (d) obtaining waivers from mortgageesand landlords in form and substance satisfactory to the Bank, and (e) taking all actions requiredby the UCC in effect from time to time or by other law, as applicable in any relevant UCCjurisdiction, or by other law as applicable in any foreign jurisdiction. The Borrower furtheragrees to indemnify and hold the Bank harmless against claims of any Persons not a party to thisAgreement concerning disputes arising over the Collateral.     6.8. Reserved.     6.9. Reserved.     6.10. Letter-of-Credit Rights. If the Borrower at any time is a beneficiary under aletter of credit now or hereafter issued in favor of the Borrower, the Borrower shall promptlynotify the Bank thereof and, at the request and option of the Bank, the Borrower shall, pursuant toan agreement in form and substance satisfactory to the Bank, either (i) arrange for the issuer andany confirmer of such letter of credit to consent to an assignment to the Bank of the proceeds ofany drawing under the letter of credit, or (ii) arrange for the Bank to become the transfereebeneficiary of the letter of credit, with the Bank agreeing, in each case, that the proceeds of anydrawing under the letter to credit are to be applied as provided in this Agreement.     6.11. Commercial Tort Claims. If the Borrower shall at any time hold or acquire aCommercial Tort Claim, the Borrower shall immediately notify the Bank in writing signed by theBorrower of the details thereof and grant to the Bank in such writing a security interest thereinand in the proceeds thereof, all upon the terms of this Agreement, in each case in form andsubstance satisfactory to the Bank, and shall execute any amendments hereto deemed reasonablynecessary by the Bank to perfect its security interest in such Commercial Tort Claim.     6.12. Electronic Chattel Paper and Transferable Records. If the Borrower at any timeholds or acquires an interest in any electronic chattel paper or any “transferable record”, as thatterm is defined in Section 201 of the federal Electronic Signatures in Global and National CommerceAct, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevantjurisdiction, the Borrower shall promptly notify the Bank thereof and, at the request of the Bank,shall take such action as the Bank may reasonably request to vest in the Bank control
25

 
under Section 9-105 of the UCC of such electronic chattel paper or control under Section 201of the federal Electronic Signatures in Global and National Commerce Act or, as the case may be,Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, ofsuch transferable record. The Bank agrees with the Borrower that the Bank will arrange, pursuantto procedures satisfactory to the Bank and so long as such procedures will not result in the Bank’sloss of control, for the Borrower to make alterations to the electronic chattel paper ortransferable record permitted under Section 9-105 of the UCC or, as the case may be, Section 201 ofthe federal Electronic Signatures in Global and National Commerce Act or Section 16 of the UniformElectronic Transactions Act for a party in control to make without loss of control.Section 7. REPRESENTATIONS AND WARRANTIES.     To induce the Bank to make the Loans, the Borrower makes the following representations andwarranties to the Bank, each of which shall survive the execution and delivery of this Agreement:     7.1. Borrower Organization and Name. The Borrower is a limited liability company dulyorganized, existing and in good standing under the laws of the State of Kansas, with full andadequate power to carry on and conduct its business as presently conducted. The Borrower is dulylicensed or qualified in all foreign jurisdictions wherein the nature of its activities requiresuch qualification or licensing, except for such jurisdictions where the failure to so qualifywould not have a Material Adverse Effect. The Borrower’s Organizational Identification Number is20-0364520. The exact legal name of the Borrower is as set forth in the first paragraph of thisAgreement, and the Borrower currently does not conduct, nor has it during its existence conducted,business under any other name or trade name, except for United Bio Energy Fuels, LLC.     7.2. Authorization. The Borrower has full right, power and authority to enter intothis Agreement, to make the borrowings and execute and deliver the Loan Documents as providedherein and to perform all of its duties and obligations under this Agreement and the other LoanDocuments. The execution and delivery of this Agreement and the other Loan Documents will not, norwill the observance or performance of any of the matters and things herein or therein set forth,violate or contravene any provision of law or of the articles of organization of the Borrower. Allnecessary and appropriate action has been taken on the part of the Borrower to authorize theexecution and delivery of this Agreement and the Loan Documents.     7.3. Validity and Binding Nature. This Agreement and the other Loan Documents are thelegal, valid and binding obligations of the Borrower, enforceable against the Borrower inaccordance with their terms, subject to bankruptcy, insolvency and similar laws affecting theenforceability of creditors’ rights generally and to general principles of equity.     7.4. Consent; Absence of Breach. The execution, delivery and performance of thisAgreement, the other Loan Documents and any other documents or instruments to be executed anddelivered by the Borrower in connection with the Loans, and the borrowings by the Borrowerhereunder, do not and will not (a) require any consent, approval, authorization of, or filingswith, notice to or other act by or in respect of, any governmental authority or any other
26

 
Person (other than any consent or approval which has been obtained and is in full force andeffect); (b) conflict with (i) any provision of law or any applicable regulation, order, writ,injunction or decree of any court or governmental authority, (ii) the articles of organization ofthe Borrower, or (iii) any material agreement, indenture, instrument or other document, or anyjudgment, order or decree, which is binding upon the Borrower or any of its properties or assets;or (c) require, or result in, the creation or imposition of any Lien on any asset of Borrower,other than Liens in favor of the Bank created pursuant to this Agreement.     7.5. Ownership of Properties; Liens. The Borrower is the sole owner all of itsproperties and assets, real and personal, tangible and intangible, of any nature whatsoever(including patents, trademarks, trade names, service marks and copyrights), free and clear of allLiens, charges and claims (including infringement claims with respect to patents, trademarks,service marks, copyrights and the like), other than Permitted Liens.     7.6. Equity Ownership. All issued and outstanding Capital Securities of the Borrowerand each of its Subsidiaries are duly authorized and validly issued, fully paid, non-assessable,and free and clear of all Liens other than those in favor of the Bank, if any. As of the datehereof, there are no pre-emptive or other outstanding rights, options, warrants, conversion rightsor other similar agreements or understandings for the purchase or acquisition of any CapitalSecurities of the Borrower and each of its Subsidiaries.     7.7. Intellectual Property. The Borrower owns and possesses or has a license or otherright to use all Intellectual Property, as are necessary for the conduct of the businesses of theBorrower, without any infringement upon rights of others which could reasonably be expected to havea Material Adverse Effect upon the Borrower, and no material claim has been asserted and is pendingby any Person challenging or questioning the use of any Intellectual Property or the validity oreffectiveness of any Intellectual Property nor does the Borrower know of any valid basis for anysuch claim.     7.8. Financial Statements. All financial statements submitted to the Bank have beenprepared in accordance with sound accounting practices and GAAP on a basis, except as otherwisenoted therein, consistent with the previous fiscal year and present fairly the financial conditionof the Borrower and the results of the operations for the Borrower as of such date and for theperiods indicated. Since the date of the most recent financial statement submitted by the Borrowerto the Bank, there has been no change in the financial condition or in the assets or liabilities ofthe Borrower having a Material Adverse Effect on the Borrower.     7.9. Litigation and Contingent Liabilities. There is no litigation, arbitrationproceeding, demand, charge, claim, petition or governmental investigation or proceeding pending, orthreatened, against the Borrower, which, if adversely determined, which might reasonably beexpected to have a Material Adverse Effect upon the Borrower, except as set forth in Schedule7.9. Other than any liability incident to such litigation or proceedings, the Borrower has nomaterial guarantee obligations, contingent liabilities, liabilities for taxes, or any long-termleases or unusual forward or long-term commitments, including any interest rate or foreign currencyswap or exchange transaction or other obligation in respect of derivatives, that are notfully-reflected or fully reserved for in the most recent audited financial statements deliveredpursuant to subsection 8.8(a) or fully-reflected or fully reserved for in the most recentquarterly financial statements delivered pursuant to subsection 8.8(b) and not permitted bySection 9.1.
27

 
     7.10. Event of Default. No Event of Default exists or would result from theincurrence by the Borrower of any of the Obligations hereunder or under any of the other LoanDocument, and the Borrower is not in default (without regard to grace or cure periods) under anyother contract or agreement to which it is a party, which would result in a Material Adverse Effectto the Borrower.     7.11. Adverse Circumstances. No condition, circumstance, event, agreement, document,instrument, restriction, litigation or proceeding (or threatened litigation or proceeding or basistherefor) exists which (a) would have a Material Adverse Effect upon the Borrower, or (b) wouldconstitute an Event of Default.     7.12. Environmental Laws and Hazardous Substances. The Borrower will comply in allmaterial respects with all Environmental Laws and will obtain all licenses, permits, certificates,approvals and similar authorizations thereunder. There has been no investigation, proceeding,complaint, order, directive, claim, citation or notice by any governmental authority or any otherPerson, nor is any pending or, to the best of the Borrower’s knowledge, threatened, and theBorrower shall immediately notify the Bank upon becoming aware of any such investigation,proceeding, complaint, order, directive, claim, citation or notice, and shall take prompt andappropriate actions to respond thereto, with respect to any non-compliance with, or violation of,the requirements of any Environmental Law by the Borrower or the release, spill or discharge,threatened or actual, of any Hazardous Material or the generation, use, storage, treatment,transportation, manufacture, handling, production or disposal of any Hazardous Material or anyother environmental, health or safety matter, which affects the Borrower or its business,operations or assets or any properties at which the Borrower has transported, stored or disposed ofany Hazardous Substances. The Borrower has no material liability, contingent or otherwise, inconnection with a release, spill or discharge, threatened or actual, of any Hazardous Substances orthe generation, use, storage, treatment, transportation, manufacture, handling, production ordisposal of any Hazardous Material. The Borrower further agrees to allow the Bank or its agentaccess to the properties of the Borrower to confirm compliance with all Environmental Laws, and theBorrower shall, following determination by the Bank that there is non-compliance, or any conditionwhich requires any action by or on behalf of the Borrower in order to avoid any non-compliance,with any Environmental Law, at the Borrower’s sole expense, cause an independent environmentalengineer acceptable to the Bank to conduct such tests of the relevant site as are appropriate, andprepare and deliver a report setting forth the result of such tests, a proposed plan forremediation and an estimate of the costs thereof.     7.13. Solvency, etc. As of the date hereof, and immediately prior to and after givingeffect to the issuance of each Letter of Credit and each Loan hereunder and the use of the proceedsthereof, (a) the fair value of the Borrower’s assets is greater than the amount of its liabilities(including disputed, contingent and unliquidated liabilities) as such value is established andliabilities evaluated as required under the Section 548 of the Bankruptcy Code, (b) the presentfair saleable value of the Borrower’s assets is not less than the amount that will be required topay the probable liability on its debts as they become absolute and matured, (c) the
28

 
Borrower is able to realize upon its assets and pay its debts and other liabilities (includingdisputed, contingent and unliquidated liabilities) as they mature in the normal course of business,(d) the Borrower does not intend to, and does not believe that it will, incur debts or liabilitiesbeyond its ability to pay as such debts and liabilities mature, and (e) the Borrower is not engagedin business or a transaction, and is not about to engage in business or a transaction, for whichits property would constitute unreasonably small capital.     7.14. ERISA Obligations. All Employee Plans of the Borrower meet the minimum fundingstandards of Section 302 of ERISA and 412 of the Internal Revenue Code where applicable, and eachsuch Employee Plan that is intended to be qualified within the meaning of Section 401 of theInternal Revenue Code of 1986 is qualified. No withdrawal liability has been incurred under anysuch Employee Plans and no “Reportable Event” or “Prohibited Transaction” (as such terms aredefined in ERISA), has occurred with respect to any such Employee Plans, unless approved by theappropriate governmental agencies. The Borrower has promptly paid and discharged all obligationsand liabilities arising under the Employee Retirement Income Security Act of 1974 (“ERISA”)of a character which if unpaid or unperformed might result in the imposition of a Lien against anyof its properties or assets.     7.15. Labor Relations. Except as could not reasonably be expected to have a MaterialAdverse Effect, (i) there are no strikes, lockouts or other labor disputes against the Borrower orthreatened, (ii) hours worked by and payment made to employees of the Borrower have not been inviolation of the Fair Labor Standards Act or any other applicable law, and (ii) no unfair laborpractice complaint is pending against the Borrower or threatened before any governmental authority.     7.16. Security Interest. This Agreement creates a valid security interest in favor ofthe Bank in the Collateral and, when properly perfected by filing in the appropriate jurisdictions,or by possession or Control of such Collateral by the Bank or delivery of such Collateral to theBank, shall constitute a valid, perfected, first-priority security interest in such Collateral.     7.17. Lending Relationship. The relationship hereby created between the Borrower andthe Bank is and has been conducted on an open and arm’s length basis in which no fiduciaryrelationship exists, and the Borrower has not relied and is not relying on any such fiduciaryrelationship in executing this Agreement and in consummating the Loans. The Bank represents thatit will receive any Note payable to its order as evidence of a bank loan.     7.18. Business Loan. The Loans, including interest rate, fees and charges ascontemplated hereby, (i) are business loans within the purview of 815 ILCS 205/4(1)(c), as amendedfrom time to time, (ii) are an exempted transaction under the Truth In Lending Act, 12 U.S.C. 1601etseq., as amended from time to time, and (iii) do not, and when disbursed shallnot, violate the provisions of the Illinois usury laws, any consumer credit laws or the usury lawsof any state which may have jurisdiction over this transaction, the Borrower or any propertysecuring the Loans.
29

 
     7.19. Taxes. The Borrower has timely filed all tax returns and reports required bylaw to have been filed by it and has paid all taxes, governmental charges and assessments due andpayable with respect to such returns, except any such taxes or charges which are beingdiligently contested in good faith by appropriate proceedings and for which adequate reserves inaccordance with GAAP. To Borrower’s knowledge, there is no controversy or objection pending, orthreatened in respect of any tax returns of the Borrower.     7.20. Compliance with Regulation U. No portion of the proceeds of the Loans shall beused by the Borrower, or any Affiliate of the Borrower, either directly or indirectly, for thepurpose of purchasing or carrying any margin stock, within the meaning of Regulation U as adoptedby the Board of Governors of the Federal Reserve System or any successor thereto.     7.21. Governmental Regulation. The Borrower is not subject to regulation under thePublic Utility Holding Company Act of 1935, the Federal Power Act, the ICC Termination Act of 1995or the Investment Company Act of 1940 or to any federal or state statute or regulation limiting itsability to incur indebtedness for borrowed money.     7.22. Bank Accounts. All Deposit Accounts and operating bank accounts of the Borrowerand its Subsidiaries are located at the Bank and the Borrower has no other Deposit Accounts exceptthose listed on Schedule 7.22 attached hereto.     7.23. Place of Business. The principal place of business and books and records of theBorrower is set forth in the preamble to this Agreement.     7.24. Complete Information. This Agreement and all financial statements, schedules,certificates, confirmations, agreements, contracts, and other materials and information heretoforeor contemporaneously herewith furnished in writing by the Borrower to the Bank for purposes of, orin connection with, this Agreement and the transactions contemplated hereby is, and all writteninformation hereafter furnished by or on behalf of the Borrower to the Bank pursuant hereto or inconnection herewith will be, true and accurate in every material respect on the date as of whichsuch information is dated or certified, and none of such information is or will be incomplete byomitting to state any material fact necessary to make such information not misleading in light ofthe circumstances under which made (it being recognized by the Bank that any projections andforecasts provided by the Borrower are based on good faith estimates and assumptions believed bythe Borrower to be reasonable as of the date of the applicable projections or assumptions and thatactual results during the period or periods covered by any such projections and forecasts maydiffer from projected or forecasted results).     7.25. Letters of Credit. Existing letters of credit for the benefit of the Borrowerissued under that certain Loan and Security Agreement by and among LBC, United Bio Energy Fuels,LLC and Ingredients dated as of November 4, 2004 will be deemed for all purposes to have beenissued pursuant to this Agreement, provided that any fees accruing with respect to the existingletters of credit will be payable in accordance with the agreements governing such letters ofcredit. Said letters of credit are described on Schedule 7.25 attached hereto.     7.26.  Reserved.
30

 
Section 8.  AFFIRMATIVE COVENANTS.     8.1. Compliance with Bank Regulatory Requirements; Increased Costs. If the Bank shallreasonably determine that any Regulatory Change, or compliance by the Bank or any Personcontrolling the Bank with any request or directive (whether or not having the force of law) of anygovernmental authority, central bank or comparable agency has or would have the effect of reducingthe rate of return on the Bank’s or such controlling Person’s capital as a consequence of theBank’s obligations hereunder or under any Letter of Credit to a level below that which the Bank orsuch controlling Person could have achieved but for such Regulatory Change or compliance (takinginto consideration the Bank’s or such controlling Person’s policies with respect to capitaladequacy) by an amount deemed by the Bank or such controlling Person to be material or wouldotherwise reduce the amount of any sum received or receivable by the Bank under this Agreement orunder any Note with respect thereto, then from time to time, upon demand by the Bank (which demandshall be accompanied by a statement setting forth the basis for such demand and a calculation ofthe amount thereof in reasonable detail), the Borrower shall pay directly to the Bank or suchcontrolling Person such additional amount as will compensate the Bank for such increased cost orsuch reduction, so long as such amounts have accrued on or after the day which is one hundredeighty days (180) days prior to the date on which the Bank first made demand therefor.     8.2. Borrower Existence. The Borrower shall at all times (a) preserve and maintainits existence and good standing in the jurisdiction of its organization, (b) preserve and maintainits qualification to do business and good standing in each jurisdiction where the nature of itsbusiness makes such qualification necessary (other than such jurisdictions in which the failure tobe qualified or in good standing could not reasonably be expected to have a Material AdverseEffect), and (c) continue as a going concern in the business which the Borrower is presentlyconducting. If the Borrower does not have an Organizational Identification Number and laterobtains one, the Borrower shall promptly notify the Bank of such Organizational IdentificationNumber.     8.3. Compliance With Laws. The Borrower shall use the proceeds of the Loans forworking capital and other general corporate or business purposes not in contravention of anyrequirements of law and not in violation of this Agreement, and shall comply in all materialrespects, including the conduct of its business and operations and the use of its properties andassets, with all applicable laws, rules, regulations, decrees, orders, judgments, licenses andpermits, except where failure to comply could not reasonably be expected to have a Material AdverseEffect. In addition, and without limiting the foregoing sentence, the Borrower shall (a) ensure,and cause each Subsidiary to ensure, that no person who owns a controlling interest in or otherwisecontrols the Borrower or any Subsidiary is or shall be listed on the Specially Designated Nationalsand Blocked Person List or other similar lists maintained by the Office of Foreign Assets Control(“OFAC”), the Department of the Treasury or included in any Executive Orders, (b) not useor permit the use of the proceeds of the Loans to violate any of the foreign asset controlregulations of OFAC or any enabling statute or Executive Order relating thereto, and (c) comply,and cause each Subsidiary to comply, with all applicable Bank Secrecy Act (“BSA”) laws andregulations, as amended.
31

 
     8.4. Payment of Taxes and Liabilities. The Borrower shall pay and discharge, prior todelinquency and before penalties accrue thereon, all property and other taxes, and all governmentalcharges or levies against it or any of the Collateral, as well as claims of any kind which, ifunpaid, could become a Lien on any of its property; provided that the foregoing shall not requirethe Borrower to pay any such tax or charge so long as it shall contest the validity thereof in goodfaith by appropriate proceedings and shall set aside on its books adequate reserves with respectthereto in accordance with GAAP and, in the case of a claim which could become a Lien on any of theCollateral, such contest proceedings stay the foreclosure of such Lien or the sale of any portionof the Collateral to satisfy such claim.     8.5. Maintain Property. The Borrower shall at all times maintain, preserve and keepits plant, properties and Equipment, including any Collateral, in good repair, working order andcondition, and shall from time to time make all needful and proper repairs, renewals, replacements,and additions thereto so that at all times the efficiency thereof shall be fully preserved andmaintained. The Borrower shall permit the Bank to examine and inspect such plant, properties andEquipment, including any Collateral, at all reasonable times upon three (3) business day’s writtennotice unless an Event of Default exists.     8.6. Maintain Insurance. The Borrower shall at all times maintain with insurancecompanies reasonably acceptable to the Bank, such insurance coverage as may be required by any lawor governmental regulation or court decree or order applicable to it and such other insurance, tosuch extent and against such hazards and liabilities, including employers’, public and professionalliability risks, as is customarily maintained by companies similarly situated, and shall haveinsured amounts no less than, and deductibles no higher than, are reasonably acceptable to theBank. The Borrower shall furnish to the Bank a certificate setting forth in reasonable detail thenature and extent of all insurance maintained by the Borrower, which shall be reasonably acceptablein all respects to the Bank. The Borrower shall cause each issuer of an insurance policy to providethe Bank with an endorsement (i) showing the Bank as lender’s loss payee with respect to eachpolicy of property or casualty insurance; and (ii) providing that thirty (30) days notice will beendeavored to be given to the Bank prior to any cancellation of, material reduction or change incoverage provided by or other material modification to such policy. The Borrower shall execute anddeliver to the Bank a collateral assignment, in form and substance satisfactory to the Bank, ofeach business interruption insurance policy maintained by the Borrower.     In the event the Borrower either fails to provide the Bank with evidence of the insurancecoverage required by this Section or at any time hereafter shall fail to obtain or maintain any ofthe policies of insurance required above, or to pay any premium in whole or in part relatingthereto, then the Bank, without waiving or releasing any obligation or default by the Borrowerhereunder, may at any time (but shall be under no obligation to so act), obtain and maintain suchpolicies of insurance and pay such premiums and take any other action with respect thereto, whichthe Bank deems advisable. This insurance coverage (a) may, but need not, protect the Borrower’sinterests in such property, including the Collateral, and (b) may not pay any claim made by, oragainst, the Borrower in connection with such property, including the Collateral. The Borrower maylater cancel any such insurance purchased by the Bank, but only after providing the Bank withevidence that the Borrower has obtained the insurance coverage
32

 
required by this Section. If the Bank purchases insurance for the Collateral, the Borrowerwill be responsible for the costs of that insurance, including interest and any other charges thatmay be imposed with the placement of the insurance, until the effective date of the cancellation orexpiration of the insurance. The costs of the insurance may be added to the principal amount ofthe Loans owing hereunder. The costs of the insurance may be more than the cost of the insurancethe Borrower may be able to obtain on its own.     8.7. ERISA Liabilities; Employee Plans. The Borrower shall (i) keep in full force andeffect any and all Employee Plans which are presently in existence or may, from time to time, comeinto existence under ERISA, and not withdraw from any such Employee Plans, unless such withdrawalcan be effected or such Employee Plans can be terminated without liability in excess of $1,000,000to the Borrower; (ii) make contributions to all of such Employee Plans in a timely manner and in asufficient amount to comply with the standards of ERISA; including the minimum funding standards ofERISA; (iii) comply with all material requirements of ERISA which relate to such Employee Plans;(iv) notify the Bank immediately upon receipt by the Borrower of any notice concerning theimposition of any withdrawal liability in excess of $1,000,000 or of the institution of anyproceeding or other action which may result in the termination of any such Employee Plans or theappointment of a trustee to administer such Employee Plans; (v) promptly advise the Bank of theoccurrence of any “Reportable Event” or “Prohibited Transaction” (as such terms are defined inERISA), with respect to any such Employee Plans; and (vi) amend any Employee Plan that is intendedto be qualified within the meaning of Section 401 of the Internal Revenue Code of 1986 to theextent necessary to keep the Employee Plan qualified, and to cause the Employee Plan to beadministered and operated in a manner that does not cause the Employee Plan to lose its qualifiedstatus.     8.8. Financial Statements. The Borrower shall at all times maintain a standard andmodern system of accounting, on the accrual basis of accounting and in all respects in accordancewith GAAP, and shall furnish to the Bank or its authorized representatives such informationregarding the business affairs, operations and financial condition of the Borrower, including:     (a) promptly when available, and in any event, within ninety (90) days after the closeof each of its fiscal years, a copy of the annual unaudited financial statements of theBorrower, including balance sheet, statement of income and retained earnings, statement ofcash flows for the fiscal year then ended and such other information (including nonfinancialinformation) as the Bank may reasonably request, in reasonable detail, prepared andcertified without adverse reference to going concern value and without qualification byGuarantor; and     (b) promptly when available, and in any event, within thirty (30) days following theend of each fiscal quarter, a copy of the financial statements of the Borrower regardingsuch fiscal quarter, including balance sheet, statement of income and retained earnings,statement of cash flows for the fiscal quarter then ended and such other information(including nonfinancial information) as the Bank may request, in reasonable detail, preparedand certified as true and correct by the Borrower’s treasurer or chief financial officer.
33

 
No change with respect to such accounting principles shall be made by the Borrower without givingprior notification to the Bank. The Borrower represents and warrants to the Bank that thefinancial statements delivered to the Bank at or prior to the execution and delivery of thisAgreement and to be delivered at all times thereafter accurately reflect and will accuratelyreflect the financial condition of the Borrower. The Bank shall have the right at all times duringbusiness hours to inspect the books and records of the Borrower and make extracts therefrom.     8.9. Guarantor Financial Statements. The Borrower shall furnish, or cause to befurnished, to the Bank or its authorized representatives such information regarding the businessaffairs, operations and financial condition of the Guarantor, including:     (a) promptly when available, and in any event, within one hundred twenty (120) daysafter the close of each of its fiscal years, a copy of the annual audited financialstatements of the Guarantor, including balance sheet, statement of income and retainedearnings, statement of cash flows for the fiscal year then ended and such other information(including nonfinancial information) as the Bank may reasonably request, in reasonabledetail, prepared and certified without adverse reference to going concern value and withoutqualification by an independent auditor of recognized standing, selected by the Guarantorand reasonably acceptable to the Bank / as accurate by the Borrower’s treasurer or chieffinancial officer; and     (b) promptly when available, and in any event, within forty five (45) days followingthe end of each fiscal quarter, a copy of the financial statements of the Guarantorregarding such fiscal quarter, including balance sheet, statement of income and retainedearnings, statement of cash flows for the fiscal quarter then ended and such otherinformation (including nonfinancial information) as the Bank may request, in reasonabledetail, prepared and certified as true and correct by the Guarantor’s treasurer or chieffinancial officer.Notwithstanding the above, the Guarantor shall be deemed to have satisfied, in full, the terms ofthis Section 8.9 by delivering to the Bank the annual and quarterly financial statements incompliance with Sections 11.2.1 and 11.2.2 of the 2006 Amended and Restated Credit Agreement datedMay 18, 2006 with Guarantor as the borrower and Bank as a syndication party so long as the Bankremains a syndication party thereunder. Delivery of the Guarantor’s Form 10-K and 10-Q as preparedand filed in accordance with the requirements of the Securities Exchange Commission shall be deemedto satisfy the requirements hereunder.     8.10. Supplemental Financial Statements. The Borrower shall immediately upon receiptthereof, provide to the Bank copies of interim and supplemental reports if any, submitted to theBorrower by independent accountants in connection with any interim audit or review of the books ofthe Borrower.     8.11.  Reserved.
34

 
     8.12.  Reserved.     8.13.  Reserved.     8.14. Covenant Compliance Certificate. The Borrower shall, contemporaneously with thefurnishing of the financial statements pursuant to Section 8.8, deliver to the Bank a dulycompleted compliance certificate, dated the date of such financial statements and certified as trueand correct by an appropriate officer of the Borrower, containing a computation of each of thefinancial covenants set forth in Section 10 and stating that the Borrower has not becomeaware of any Event of Default or Unmatured Event of Default that has occurred and is continuing or,if there is any such Event of Default or Unmatured Event of Default describing it and the steps, ifany, being taken to cure it.     8.15. Reserved.     8.16. Other Reports. The Borrower shall, within such period of time as the Bank mayspecify, deliver to the Bank such other schedules and reports as the Bank may require.     8.17. Reserved.     8.18. Intellectual Property. The Borrower shall maintain, preserve and renew allIntellectual Property necessary for the conduct of its business as and where the same is currentlylocated as heretofore or as hereafter conducted by it.     8.19. Notice of Proceedings. The Borrower, promptly upon becoming aware, shall givewritten notice to the Bank of any litigation, arbitration or governmental investigation orproceeding not previously disclosed by the Borrower to the Bank which has been instituted or, tothe knowledge of the Borrower, is threatened against the Borrower or to which any of its propertiesis subject which might reasonably be expected to have a Material Adverse Effect.     8.20. Notice of Event of Default or Material Adverse Effect. The Borrower shall,immediately after the commencement thereof, give notice to the Bank in writing of the occurrence ofany Event of Default or the occurrence of any condition or event having a Material Adverse Effect.     8.21. Environmental Matters. If any release or threatened release or other disposalof Hazardous Substances shall occur or shall have occurred and not been properly remedied on anyreal property or any other assets of the Borrower, the Borrower shall cause the prompt containmentand removal of such Hazardous Substances and the remediation of such real property or other assetsas necessary to comply with all Environmental Laws and to preserve the value of such real propertyor other assets. Without limiting the generality of the foregoing, the Borrower shall comply withany Federal or state judicial or administrative order requiring the performance at any realproperty of the Borrower of activities in response to the release or threatened release of aHazardous Substance. To the extent that the transportation of Hazardous Substances is permitted bythis Agreement, the Borrower shall dispose of such HazardousSubstances, or of any other wastes, only at licensed disposal facilities operating incompliance with Environmental Laws.
35

 
     8.22. Further Assurances. The Borrower shall take such actions as are necessary or asthe Bank may reasonably request from time to time to ensure that the Obligations under the LoanDocuments are secured by substantially all of the assets of the Borrower, in each case as the Bankmay determine, including (a) the execution and delivery of security agreements, pledge agreements,mortgages, deeds of trust, financing statements and other documents, and the filing or recording ofany of the foregoing, and (b) the delivery of certificated securities and other collateral withrespect to which perfection is obtained by possession.     8.23. Banking Relationship. The Borrower covenants and agrees, at all times duringthe term of this Agreement, to utilize the Bank as its primary bank of account and depository forall financial services, including all receipts, disbursements, cash management and related service.     8.24. Non-Utilization Fee. The Borrower agrees to pay to the Bank a non-utilizationfee equal to one-quarter of one percent (0.25%) of the total of (a) the Revolving Loan Commitment,minus (b) the sum of (i) the daily average of the aggregate principal amount of allRevolving Loans outstanding, plus (ii) the daily average of the aggregate amount of theLetter of Credit Obligations, which non- utilization fee shall be (A) calculated on the basis of ayear consisting of 360 days, (B) paid for the actual number of days elapsed, and (C) payablemonthly in arrears on the last day of each month, commencing on September 30, 2006, and on theRevolving Loan Maturity Date.     8.25. Reserved.     8.26. Prepayment Fee. If, prior to the Revolving Loan Maturity Date, Borrower prepaysall of the Obligations and this Agreement is terminated, Borrower agrees to pay to Bank as aprepayment fee (i) two percent (2%) of $13,000,000.00 if such prepayment occurs more than one (1)year prior to the Revolving Loan Maturity Date or (ii) one percent (1%) of $13,000,000.00 if suchprepayment occurs one (1) year or less than one (1) year prior to the Revolving Loan Maturity Date.Section 9. NEGATIVE COVENANTS.     9.1. Debt. The Borrower shall not, either directly or indirectly, create, assume,incur or have outstanding any Debt (including purchase money indebtedness), or become liable,whether as endorser, guarantor, surety or otherwise, for any debt or obligation of any otherPerson, except:     (a) the Obligations under this Agreement and the other Loan Documents;     (b) obligations of the Borrower for Taxes, assessments, municipal or other governmentalcharges;     (c) obligations of the Borrower for accounts payable, other than for money borrowed,incurred in the ordinary course of business;
36

 
     (d) Debt of the Borrower to any domestic Wholly-Owned Subsidiary not to exceed FiveHundred Thousand and 00/100 Dollars ($500,000.00) in the aggregate, or Debt of any domesticWholly-Owned Subsidiary to the Borrower or another domestic Wholly-Owned Subsidiary not toexceed Five Hundred Thousand and 00/100 Dollars ($500,000.00) in the aggregate; providedthat such Debt shall be evidenced by a note in form and substance reasonably satisfactory tothe Bank and pledged and delivered to the Bank pursuant to the Loan Documents as additionalcollateral security for the Obligations, and the obligations under such note shall beSubordinated Debt;     (e) Hedging Obligations incurred in favor of the Bank, an Affiliate thereof or a Personfor bona fide hedging purposes and not for speculation;     (f) Capitalized Lease Obligations, provided that the aggregate amount of all such Debtoutstanding at any time shall not exceed Fifty Thousand and 00/100 Dollars ($50,000.00) inthe aggregate;     (g) Debt for Capital Expenditures incurred after the date of this Agreement not toexceed Five Hundred Thousand and 00/100 Dollars ($500,000.00) during the term of thisAgreement;     (h) Debt described on Schedule 9.1 and any extension, renewal or refinancingthereof so long as the principal amount thereof is not increased;     (i) other unsecured subordinated Debt, in addition to the Debt listed above, in anaggregate amount outstanding at any time not to exceed Fifty Thousand and 00/100 Dollars($50,000.00).     (j) any Debt of the Borrower to the Guarantor or US BioEnergy Corporation so long assuch Debt is subordinate to this Loan, is unsecured and not in excess of Two Million and00/100 Dollars ($2,000,000) and is subject to the execution and delivery of a subordinationagreement signed by Guarantor and/or U.S. Bio Energy Corporation in a mutually agreeableform similar to the agreement attached as Schedule 9.1(j).     9.2. Encumbrances. The Borrower shall not, either directly or indirectly, create,assume, incur or suffer or permit to exist any Lien or charge of any kind or character upon anyasset of the Borrower, whether owned at the date hereof or hereafter acquired, except for PermittedLiens.     9.3. Investments. The Borrower shall not, either directly or indirectly, make or haveoutstanding any Investment, except:     (a) contributions by the Borrower to the capital of any Wholly-Owned Subsidiary whichhave granted a first perfected security interest in all of its/their assets in favor of theBank, or by any Subsidiary to the capital of any other domestic Wholly-Owned Subsidiary;
37

 
     (b) Investments constituting Debt permitted by Section 9.1;     (c) Contingent Liabilities constituting Debt permitted by Section 9.1 or Lienspermitted by Section 9.2;     (d) Cash Equivalent Investments;     (e) bank deposits in the ordinary course of business, provided that the aggregateamount of all such deposits (excluding amounts in payroll accounts or for accounts payable,in each case to the extent that checks have been issued to third parties) which aremaintained with any bank other than the Bank shall not at any time exceed $50,000.00;     (f) Investments in securities of Account Debtors received pursuant to any plan ofreorganization or similar arrangement upon the bankruptcy or insolvency of such accountdebtors; and     (g) Investments listed on Schedule 9.3 as of the Closing Date.     (h) Investments in addition to those permitted by clauses (a) through (g) above, in anaggregate amount not to exceed One Million and 00/100 Dollars ($1,000,000.00).provided, however, that (i) any Investment which when made complies with the requirements of thedefinition of the term “Cash Equivalent Investment” may continue to be held notwithstanding thatsuch Investment if made thereafter would not comply with such requirements; and (ii) no Investmentotherwise permitted by subsections (b) or (c) shall be permitted to be made if, immediately beforeor after giving effect thereto, any Event of Default or Unmatured Event of Default exists.     9.4. Reserved.     9.5. Reserved.     9.6. Distributions. The Borrower may make the following distributions using a maximumof seventy-five percent (75%) of the previous fiscal year’s Net Income (hereinafter the “75%Cap”): (a) make any distribution or dividend (other than stock dividends), whether in cash orotherwise, to any of its equityholders, (b) purchase or redeem any of its equity interests or anywarrants, options or other rights in respect thereof, (c) set aside funds for any of the foregoing.The 75% Cap does not apply to the following distributions: (i) any Subsidiary may pay dividendsor make other distributions to the Borrower; (ii) so long as no Event of Default or Unmatured Eventof Default exists or would result therefrom Borrower may, pay or prepay interest on, principal of,premium, if any, redemption, conversion, exchange, purchase, retirement, defeasance, sinking fundor any other payment in respect of any Subordinated Debt; (iii) the Borrower may make quarterlydistributions to each of its members in an amount not greater than the quarterly estimated incometax payments required to be made by each such
38

 
member based upon the income of such member accruing due to the operations of the Borrower andthe resulting federal tax liability of such member; and (iv) Borrower may pay any management feesor similar fees to any of its equityholders or any Affiliate thereof pursuant to that certainManagement Agreement dated March 31, 2006. In the event that the aggregate amount of suchquarterly distributions to any member for estimated federal income tax payments in any tax year isless than the actual annual federal income tax liability of such member in such tax year based uponthe income of such member accruing due to the operations of the Borrower, the Borrower may make anadditional distribution to such member in the amount of such deficit with the first quarterlydistribution for the immediately following calendar year. In the event that the aggregate amountof such quarterly distributions to any member for estimated federal income tax payments exceeds theactual annual federal income tax liability of such member based upon the income of such memberaccruing due to the operations of the Borrower, the failure of such member, within one hundredtwenty (120) days after the determination of such member’s annual federal income tax liability, tomake a member contribution of capital to the Borrower in the amount of such excess shall be anEvent of Default under this Agreement.     9.7. Transactions with Affiliates. The Borrower shall not, directly or indirectly,enter into or permit to exist any transaction with any of its Affiliates or with any director,officer or employee of the Borrower other than transactions in the ordinary course of, and pursuantto the reasonable requirements of, the business of the Borrower and upon fair and reasonable termswhich are fully disclosed to the Bank upon the Bank’s reasonable request and are no less favorableto the Borrower than would be obtained in a comparable arm’s length transaction with a Person thatis not an Affiliate of the Borrower.     9.8. Unconditional Purchase Obligations. The Borrower shall not enter into or be aparty to any contract for the purchase of materials, supplies or other property or services if suchcontract requires that payment be made by it regardless of whether delivery is ever made of suchmaterials, supplies or other property or services.     9.9. Cancellation of Debt. The Borrower shall not cancel any claim or debt owing toit, except for reasonable consideration or in the ordinary course of business.     9.10. Inconsistent Agreements. The Borrower shall not enter into any agreementcontaining any provision which would (a) be violated or breached by any borrowing by the Borrowerhereunder or by the performance by the Borrower or any Subsidiary of any of its Obligationshereunder or under any other Loan Document, (b) prohibit the Borrower or any Subsidiary fromgranting to the Bank a Lien on any of its assets or (c) create or permit to exist or becomeeffective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends ormake other distributions to the Borrower or any other Subsidiary, or pay any Debt owed to theBorrower or any other Subsidiary, (ii) make loans or advances to the Borrower or any otherSubsidiary, or (iii) transfer any of its assets or properties to the Borrower or any otherSubsidiary, other than (A) customary restrictions and conditions contained in agreements relatingto the sale of all or a substantial part of the assets of any Subsidiary pending such sale,provided that such restrictions and conditions apply only to the Subsidiary to be sold and suchsale is permitted hereunder, (B) restrictions or conditions imposed by any agreement relating topurchase money Debt, Capital Leases and other secured Debt permitted by this Agreement ifsuch restrictions or conditions apply only to the property or assets securing such Debt, and(C) customary provisions in leases and other contracts restricting the assignment thereof.
39

 
     9.11. Use of Proceeds. Neither the Borrower nor any of its Subsidiaries or Affiliatesshall use any portion of the proceeds of the Loans, either directly or indirectly, for the purposeof purchasing any securities underwritten by ABN AMRO Incorporated, LaSalle Bank FinancialServices, Inc., or any other Affiliate of the Bank.     9.12. Bank Accounts. The Borrower shall not establish any new Deposit Accounts orother bank accounts, other than Deposit Accounts or other bank accounts established at or with theBank.     9.13. Business Activities; Change of Legal Status and Organizational Documents. TheBorrower shall not (a) engage in any line of business other than the businesses engaged in on thedate hereof and businesses reasonably related thereto, (b) change its name, its OrganizationalIdentification Number, if it has one, its type of organization, its jurisdiction of organization orother legal structure, or (b) permit its charter, bylaws or other organizational documents to beamended or modified in any way which could reasonably be expected to materially adversely affectthe interests of the Bank.Section 10. FINANCIAL COVENANTS.     10.1. Net Worth. As of the end of each of its fiscal quarters**,**the Borrower shallmaintain Net Worth in an amount not less than Two Million and 00/100 Dollars ($2,000,000)plus twenty-five percent (25%) of the aggregate consolidated Net Income commencing with thefiscal quarter ending August 31, 2006, provided, however, that at any given time the Net Worth maynot be less than Two Million and 00/100 Dollars ($2,000,000)     10.2.  Reserved.     10.3.  Reserved.     10.4. Reserved.     10.5. Reserved.     10.6. Reserved.     10.7. Reserved.     10.8.  Reserved.     10.9.  Reserved.     10.10. Reserved.
40

 
     10.11. Working Capital. At all times the Borrower shall maintain Working Capitalof at least One Million and 00/100 Dollars ($1,000,000.00).     10.12. Reserved.Section 11. EVENTS OF DEFAULT.     The Borrower, without notice or demand of any kind, shall be in default under this Agreementupon the occurrence of any of the following events (each an “Event of Default”).     11.1. Nonpayment of Obligations. Any amount due and owing on any Note or any of theObligations, whether by its terms or as otherwise provided herein, is not paid when due.     11.2. Misrepresentation. Any oral or written warranty, representation, certificate orstatement of the Borrower in this Agreement or the other Loan Documents which shall be false in anymaterial respect when made or at any time thereafter, or if any financial data or any otherfinancial information now or hereafter furnished to the Bank by or on behalf of the Borrower shallprove to be false, inaccurate or misleading in any material respect.     11.3. Nonperformance. Any failure to perform or default in the performance of anycovenant, condition or agreement contained in this Agreement and, if capable of being cured, suchfailure to perform or default in performance continues for a period of **[thirty (30)]**days after theBorrower receives notice or knowledge from the Bank of such failure to perform or default inperformance, or in the other Loan Documents or any other agreement with the Bank and such failureto perform or default in performance continues beyond any applicable grace or cure period.Notwithstanding this provision, there shall be no cure period for a breach of any covenant underSection 9 of this Agreement.     11.4. Default under Loan Documents. A default under any of the other Loan Documents,all of which covenants, conditions and agreements contained therein are hereby incorporated in thisAgreement by express reference, shall be and constitute an Event of Default under this Agreementand any other of the Obligations.     11.5. Default under Other Debt. Any default by any Borrower in the payment of anyDebt in excess of $200,000 for any other obligation beyond any period of grace provided withrespect thereto or in the performance of any other term, condition or covenant contained in anyagreement (including any capital or operating lease or any agreement in connection with thedeferred purchase price of property) under which any such obligation is created, the effect ofwhich default is to cause or permit the holder of such obligation (or the other party to such otheragreement) to cause such obligation to become due prior to its stated maturity or terminate suchother agreement.     11.6. Other Material Obligations. Any default in the payment when due, or in theperformance or observance of, any material obligation of, or condition agreed to by Borrower withrespect to any material purchase or lease of goods or services where such default, singly orin the aggregate with all other such defaults, might reasonably be expected to have a MaterialAdverse Effect.
41

 
     11.7. Bankruptcy, Insolvency, etc. Any Obligor becomes insolvent or generally failsto pay, or admits in writing its inability or refusal to pay, debts as they become due; or anyObligor applies for, consents to, or acquiesces in the appointment of a trustee, receiver or othercustodian for such Obligor or any property thereof, or makes a general assignment for the benefitof creditors; or, in the absence of such application, consent or acquiescence, a trustee, receiveror other custodian is appointed for any Obligor or for a substantial part of the property of anythereof and is not discharged within sixty (60) days; or any bankruptcy, reorganization, debtarrangement, or other case or proceeding under any bankruptcy or insolvency law, or any dissolutionor liquidation proceeding, is commenced in respect of any Obligor, and if such case or proceedingis not commenced by such Obligor, it is consented to or acquiesced in by such Obligor, or remainsundismissed for sixty (60) days; or any Obligor takes any action to authorize, or in furtheranceof, any of the foregoing.     11.8. Judgments. The entry of any final judgment, decree, levy, attachment,garnishment or other process, or the filing of any Lien (except any Permitted Liens) in an amountexceeding $500,000, after applying the contribution by US BioEnergy, Corporation required to bepaid to Borrower pursuant to that certain Purchase Agreement dated March 31, 2006 by and betweenCHS Inc. and United BioEnergy, LLC, against any Obligor which is not fully covered by insurance.     11.9. Change in Control. The occurrence of any Change in Control.     11.10. Collateral Impairment. The entry of any judgment, decree, levy, attachment,garnishment or other process, or the filing of any Lien against, any of the Collateral or anycollateral under a separate security agreement securing any of the Obligations and such judgment orother process shall not have been, within thirty (30) days from the entry thereof, (i) bonded overto the satisfaction of the Bank and appealed, (ii) vacated, or (iii) discharged, or the loss,theft, destruction, seizure or forfeiture, or the occurrence of any material deterioration orimpairment of any of the Collateral or any of the collateral under any security agreement securingany of the Obligations, or any material decline or depreciation in the value or market pricethereof (whether actual or reasonably anticipated), which causes the Collateral, in the soleopinion of the Bank acting in good faith, to become unsatisfactory as to value or character, orwhich causes the Bank to reasonably believe that it is insecure and that the likelihood forrepayment of the Obligations is or will soon be impaired, time being of the essence. The cause ofsuch deterioration, impairment, decline or depreciation shall include, but is not limited to, thefailure by the Borrower to do any act deemed reasonably necessary by the Bank to preserve andmaintain the value and collectability of the Collateral.     11.11. Material Adverse Effect. The occurrence of any development, condition or eventwhich has a Material Adverse Effect on the Borrower.     11.12. Guaranty. There is a discontinuance by the Guarantor of the Guaranty or theGuarantor shall contest the validity of such Guaranty.
42

 
     11.13. Guarantor Events of Default. Any Event of Default by Guarantor, which is notwaived, and as such Event of Default is defined under the Amended and Restated Credit Agreementdated May 18, 2006 with Guarantor as the borrower and the Bank as a syndicated party so long as theBank remains a syndicated party thereunder.     11.14. Reserved.Section 12. REMEDIES.     Upon the occurrence of an Event of Default, the Bank shall have all rights, powers andremedies set forth in the Loan Documents, in any written agreement or instrument (other than thisAgreement or the Loan Documents) relating to any of the Obligations or any security therefor, as asecured party under the UCC or as otherwise provided at law or in equity. Without limiting thegenerality of the foregoing, the Bank may, at its option upon the occurrence of an Event ofDefault, declare its commitments to the Borrower to be terminated and all Obligations to beimmediately due and payable, provided, however, that upon the occurrence of an Event of Defaultunder Section 11.7, all commitments of the Bank to the Borrower shall immediately terminateand all Obligations shall be automatically due and payable, all without demand, notice or furtheraction of any kind required on the part of the Bank. The Borrower hereby waives any and allpresentment, demand, notice of dishonor, protest, and all other notices and demands in connectionwith the enforcement of Bank’s rights under the Loan Documents, and hereby consents to, and waivesnotice of release, with or without consideration, of any of the Borrower or of any Collateral,notwithstanding anything contained herein or in the Loan Documents to the contrary. In addition tothe foregoing:     12.1. Possession and Assembly of Collateral. The Bank may, without notice, demand orlegal process of any kind, take possession of any or all of the Collateral (in addition toCollateral of which the Bank already has possession), wherever it may be found, and for thatpurpose may pursue the same wherever it may be found, and may at any time enter into any of theBorrower’s premises where any of the Collateral may be or is supposed to be, and search for, takepossession of, remove, keep and store any of the Collateral until the same shall be sold orotherwise disposed of and the Bank shall have the right to store and conduct a sale of the same inany of the Borrower’s premises without cost to the Bank. At the Bank’s request, the Borrower will,at the Borrower’s sole expense, assemble the Collateral and make it available to the Bank at aplace or places to be designated by the Bank which is reasonably convenient to the Bank and theBorrower.     12.2. Sale of Collateral. The Bank may sell any or all of the Collateral at public orprivate sale, upon such terms and conditions as the Bank may deem proper, and the Bank may purchaseany or all of the Collateral at any such sale. The Borrower acknowledges that the Bank may beunable to effect a public sale of all or any portion of the Collateral because of certain legaland/or practical restrictions and provisions which may be applicable to the Collateral and,therefore, may be compelled to resort to one or more private sales to a restricted group ofofferees and purchasers. The Borrower consents to any such private sale so made even though atplaces and upon terms less favorable than if the Collateral were sold at public sale. The Bank
43

 
shall have no obligation to clean-up or otherwise prepare the Collateral for sale. The Bankmay apply the net proceeds, after deducting all costs, expenses, attorneys’ and paralegals’ feesincurred or paid at any time in the collection, protection and sale of the Collateral and theObligations, to the payment of any Note and/or any of the other Obligations, returning the excessproceeds, if any, to the Borrower. The Borrower shall remain liable for any amount remainingunpaid after such application, with interest at the Default Rate. Any notification of intendeddisposition of the Collateral required by law shall be conclusively deemed reasonably and properlygiven if given by the Bank at least ten (10) calendar days before the date of such disposition.The Borrower consents to releases of the Collateral at any time (including prior to default) and tosales of the Collateral in groups, parcels or portions, or as an entirety, as the Bank shall deemappropriate. The Borrower expressly absolves the Bank from any loss or decline in market value ofany Collateral by reason of delay in the enforcement or assertion or nonenforcement of any rightsor remedies under this Agreement.     12.3. Standards for Exercising Remedies. To the extent that applicable law imposesduties on the Bank to exercise remedies in a commercially reasonable manner, the Borroweracknowledges and agrees that it is not commercially unreasonable for the Bank (a) to fail to incurexpenses reasonably deemed significant by the Bank to prepare Collateral for disposition orotherwise to complete raw material or work-in-process into finished goods or other finishedproducts for disposition, (b) to fail to obtain third party consents for access to Collateral to bedisposed of, or to obtain or, if not required by other law, to fail to obtain governmental or thirdparty consents for the collection or disposition of Collateral to be collected or disposed of, (c)to fail to exercise collection remedies against Account Debtors or other Persons obligated onCollateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) toexercise collection remedies against Account Debtors and other Persons obligated on Collateraldirectly or through the use of collection agencies and other collection specialists, (e) toadvertise dispositions of Collateral through publications or media of general circulation, whetheror not the Collateral is of a specialized nature, (f) to contact other Persons, whether or not inthe same business as the Borrower, for expressions of interest in acquiring all or any portion ofthe Collateral, (g) to hire one or more professional auctioneers to assist in the disposition ofCollateral, whether or not the collateral is of a specialized nature, (h) to dispose of Collateralby utilizing internet sites that provide for the auction of assets of the types included in theCollateral or that have the reasonable capability of doing so, or that match buyers and sellers ofassets, (i) to dispose of assets in wholesale rather than retail markets, (j) to disclaimdisposition warranties, including any warranties of title, (k) to purchase insurance or creditenhancements to insure the Bank against risks of loss, collection or disposition of Collateral orto provide to the Bank a guaranteed return from the collection or disposition of Collateral, or (l)to the extent deemed appropriate by the Bank, to obtain the services of other brokers, investmentbankers, consultants and other professionals to assist the Bank in the collection or disposition ofany of the Collateral. The Borrower acknowledges that the purpose of this section is to providenon-exhaustive indications of what actions or omissions by the Bank would not be commerciallyunreasonable in the Bank’s exercise of remedies against the Collateral and that other actions oromissions by the Bank shall not be deemed commercially unreasonable solely on account of not beingindicated in this section. Without limitation upon the foregoing, nothing contained in thissection shall be construed to grant any rights to the Borrower or to impose any duties on the Bankthat would nothave been granted or imposed by this Agreement or by applicable law in the absence of thissection.
44

 
     12.4. UCC and Offset Rights. The Bank may exercise, from time to time, any and allrights and remedies available to it under the UCC or under any other applicable law in addition to,and not in lieu of, any rights and remedies expressly granted in this Agreement or in any otheragreements between the Borrower and the Bank, and may, without demand or notice of any kind,appropriate and apply toward the payment of such of the Obligations, whether matured or unmatured,including costs of collection and attorneys’ and paralegals’ fees, and in such order of applicationas the Bank may, from time to time, elect, any indebtedness of the Bank to the Borrower, howevercreated or arising, including balances, credits, deposits, accounts or moneys of the Borrower inthe possession, control or custody of, or in transit to the Bank.     12.5. Additional Remedies. The Bank shall have the right and power to:     (a) instruct the Borrower, at its own expense, to notify any parties obligated on anyof the Collateral, including any Account Debtors, to make payment directly to the Bank ofany amounts due or to become due thereunder, or the Bank may directly notify such obligorsof the security interest of the Bank, and/or of the assignment to the Bank of the Collateraland direct such obligors to make payment to the Bank of any amounts due or to become duewith respect thereto, and thereafter, collect any such amounts due on the Collateraldirectly from such Persons obligated thereon;     (b) enforce collection of any of the Collateral, including any Accounts, by suit orotherwise, or make any compromise or settlement with respect to any of the Collateral, orsurrender, release or exchange all or any part thereof, or compromise, extend or renew forany period (whether or not longer than the original period) any indebtedness thereunder;     (c) take possession or control of any proceeds and products of any of the Collateral,including the proceeds of insurance thereon;     (d) extend, renew or modify for one or more periods (whether or not longer than theoriginal period) any Note, any other of the Obligations, any obligation of any nature of anyother obligor with respect to any Note or any of the Obligations;     (e) grant releases, compromises or indulgences with respect to any Note, any of theObligations, any extension or renewal of any of the Obligations, any security therefor, orto any other obligor with respect to any Note or any of the Obligations;     (f) transfer the whole or any part of securities which may constitute Collateral intothe name of the Bank or the Bank’s nominee without disclosing, if the Bank so desires, thatsuch securities so transferred are subject to the security interest of the Bank, and anycorporation, association, or any of the managers or trustees of any trust issuing any ofsuch securities, or any transfer agent, shall not be bound to inquire, in the event that theBank or such nominee makes any further transfer of such securities, or anyportion thereof, as to whether the Bank or such nominee has the right to make suchfurther transfer, and shall not be liable for transferring the same;
45

 
     (g) vote the Collateral;     (h) make an election with respect to the Collateral under Section 1111 of theBankruptcy Code or take action under Section 364 or any other section of the BankruptcyCode; provided, however, that any such action of the Bank as set forth herein shall not, inany manner whatsoever, impair or affect the liability of the Borrower hereunder, norprejudice, waive, nor be construed to impair, affect, prejudice or waive the Bank’s rightsand remedies at law, in equity or by statute, nor release, discharge, nor be construed torelease or discharge, the Borrower, any guarantor or other Person liable to the Bank for theObligations; and     (i) at any time, and from time to time, accept additions to, releases, reductions,exchanges or substitution of the Collateral, without in any way altering, impairing,diminishing or affecting the provisions of this Agreement, the Loan Documents, or any of theother Obligations, or the Bank’s rights hereunder, under any Note or under any of the otherObligations.The Borrower hereby ratifies and confirms whatever the Bank may do with respect to the Collateraland agrees that the Bank shall not be liable for any error of judgment or mistakes of fact withrespect to actions taken in connection with the Collateral.     12.6. Attorney-in-Fact. The Borrower hereby irrevocably makes, constitutes andappoints the Bank (and any officer of the Bank or any Person designated by the Bank for thatpurpose) as the Borrower’s true and lawful proxy and attorney-in-fact (and agent-in-fact) in theBorrower’s name, place and stead, with full power of substitution, to (i) take such actions as arepermitted in this Agreement, (ii) execute such financing statements and other documents and to dosuch other acts as the Bank may require to perfect and preserve the Bank’s security interest in,and to enforce such interests in the Collateral, and (iii) carry out any remedy provided for inthis Agreement, including endorsing the Borrower’s name to checks, drafts, instruments and otheritems of payment, and proceeds of the Collateral, executing change of address forms with thepostmaster of the United States Post Office serving the address of the Borrower, changing theaddress of the Borrower to that of the Bank, opening all envelopes addressed to the Borrower andapplying any payments contained therein to the Obligations. The Borrower hereby acknowledges thatthe constitution and appointment of such proxy and attorney-in-fact are coupled with an interestand are irrevocable. The Borrower hereby ratifies and confirms all that such attorney-in-fact maydo or cause to be done by virtue of any provision of this Agreement.     12.7. No Marshaling. The Bank shall not be required to marshal any present or futurecollateral security (including this Agreement and the Collateral) for, or other assurances ofpayment of, the Obligations or any of them or to resort to such collateral security or otherassurances of payment in any particular order. To the extent that it lawfully may, the Borrowerhereby agrees that it will not invoke any law relating to the marshaling of collateral which mightcause delay in or impede the enforcement of the Bank’s rights under this Agreement or under
46

 
any other instrument creating or evidencing any of the Obligations or under which any of theObligations is outstanding or by which any of the Obligations is secured or payment thereof isotherwise assured, and, to the extent that it lawfully may, the Borrower hereby irrevocably waivesthe benefits of all such laws.     12.8. Application of Proceeds. The Bank will within three (3) Business Days afterreceipt of cash or solvent credits from collection of items of payment, proceeds of Collateral orany other source, apply the whole or any part thereof against the Obligations secured hereby. TheBank shall further have the exclusive right to determine how, when and what application of suchpayments and such credits shall be made on the Obligations, and such determination shall beconclusive upon the Borrower. Any proceeds of any disposition by the Bank of all or any part ofthe Collateral may be first applied by the Bank to the payment of expenses incurred by the Bank inconnection with the Collateral, including attorneys’ fees and legal expenses as provided for inSection 13 hereof.     12.9. No Waiver. No Event of Default shall be waived by the Bank except in writing.No failure or delay on the part of the Bank in exercising any right, power or remedy hereundershall operate as a waiver of the exercise of the same or any other right at any other time; norshall any single or partial exercise of any such right, power or remedy preclude any other orfurther exercise thereof or the exercise of any other right, power or remedy hereunder. Thereshall be no obligation on the part of the Bank to exercise any remedy available to the Bank in anyorder. The remedies provided for herein are cumulative and not exclusive of any remedies providedat law or in equity. The Borrower agrees that in the event that the Borrower fails to perform,observe or discharge any of its Obligations or liabilities under this Agreement or any otheragreements with the Bank, no remedy of law will provide adequate relief to the Bank, and furtheragrees that the Bank shall be entitled to seek temporary and permanent injunctive relief.     12.10. Letters of Credit. With respect to all Letters of Credit for which presentmentfor honor shall not have occurred at the time of an acceleration pursuant to this Section 12, theBorrower shall at such time deposit in a cash collateral account opened by the Bank an amount equalto the Letter of Credit Obligations then outstanding. Amounts held in such cash collateral accountshall be applied by the Bank to the payment of drafts drawn under such Letters of Credit, and theunused portion thereof after all such Letters of Credit shall have expired or been fully drawnupon, if any, shall be applied to repay the Obligations, in such order of application as the Bankmay, in its sole discretion, from time to time elect. After all such Letters of Credit shall haveexpired or been fully drawn upon, all commitments to make Loans hereunder have terminated and allother Obligations have been indefeasibly satisfied and paid in full in cash, the balance, if any,in such cash collateral account shall be returned to the Borrower or such other Person as may belawfully entitled thereto.Section 13. MISCELLANEOUS.     13.1. Obligations Absolute. None of the following shall affect the Obligations of theBorrower to the Bank under this Agreement or the Bank’s rights with respect to the Collateral:
47

 
     (a) acceptance or retention by the Bank of other property or any interest in propertyas security for the Obligations;     (b) release by the Bank of any of the Borrower, the Guarantor or of all or any part ofthe Collateral or of any party liable with respect to the Obligations;     (c) release, extension, renewal, modification or substitution by the Bank of any Note,or any note evidencing any of the Obligations, or the compromise of the liability of theGuarantor of the Obligations; or     (d) failure of the Bank to resort to any other security or to pursue the Borrower orany other obligor liable for any of the Obligations before resorting to remedies against theCollateral.     13.2. Entire Agreement. This Agreement and the other Loan Documents (i) are valid,binding and enforceable against the Borrower and the Bank in accordance with their respectiveprovisions and no conditions exist as to their legal effectiveness; (ii) constitute the entireagreement between the parties with respect to the subject matter hereof and thereof; and (iii) arethe final expression of the intentions of the Borrower and the Bank. No promises, either expressedor implied, exist between the Borrower and the Bank, unless contained herein or therein. ThisAgreement, together with the other Loan Documents, supersedes all negotiations, representations,warranties, commitments, term sheets, discussions, negotiations, offers or contracts (of any kindor nature, whether oral or written) prior to or contemporaneous with the execution hereof withrespect to any matter, directly or indirectly related to the terms of this Agreement and the otherLoan Documents. This Agreement and the other Loan Documents are the result of negotiations amongthe Bank, the Borrower and the other parties thereto, and have been reviewed (or have had theopportunity to be reviewed) by counsel to all such parties, and are the products of all parties.Accordingly, this Agreement and the other Loan Documents shall not be construed more strictlyagainst the Bank merely because of the Bank’s involvement in their preparation.     13.3. Amendments; Waivers. No delay on the part of the Bank in the exercise of anyright, power or remedy shall operate as a waiver thereof, nor shall any single or partial exerciseby the Bank of any right, power or remedy preclude other or further exercise thereof, or theexercise of any other right, power or remedy. No amendment, modification or waiver of, or consentwith respect to, any provision of this Agreement or the other Loan Documents shall in any event beeffective unless the same shall be in writing and acknowledged by the Bank and Borrower, and thenany such amendment, modification, waiver or consent shall be effective only in the specificinstance and for the specific purpose for which given.     13.4. RESERVED.     13.5. FORUM SELECTION AND CONSENT TO JURISDICTION. ANY LITIGATION BASED HEREON, ORARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, SHALL BEBROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF ILLINOIS OR
48

 
IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS; PROVIDED THATNOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE BANK FROM BRINGING SUIT ORTAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION. THE BORROWER HEREBY EXPRESSLY AND IRREVOCABLYSUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ILLINOIS AND OF THE UNITED STATESDISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS FOR THE PURPOSE OF ANY SUCH LITIGATION AS SETFORTH ABOVE. THE BORROWER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTEREDMAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF ILLINOIS. THEBORROWER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANYOBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHTIN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN ANINCONVENIENT FORUM.     13.6. WAIVER OF JURY TRIAL. THE BANK AND THE BORROWER, AFTER CONSULTING OR HAVING HADTHE OPPORTUNITY TO CONSULT WITH COUNSEL, EACH KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVEIRREVOCABLY, ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANYRIGHTS UNDER THIS AGREEMENT, ANY NOTE, ANY OTHER LOAN DOCUMENT, ANY OF THE OTHER OBLIGATIONS, THECOLLATERAL, OR ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THEFUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR ARISING FROM ANY LENDING RELATIONSHIPEXISTING IN CONNECTION WITH ANY OF THE FOREGOING, OR ANY COURSE OF CONDUCT OR COURSE OF DEALING INWHICH THE BANK AND THE BORROWER ARE ADVERSE PARTIES, AND EACH AGREES THAT ANY SUCH ACTION ORPROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. THIS PROVISION IS A MATERIALINDUCEMENT FOR THE BANK GRANTING ANY FINANCIAL ACCOMMODATION TO THE BORROWER.     13.7. Assignability. The Bank may at any time assign the Bank’s rights in thisAgreement, the other Loan Documents, the Obligations, or any part thereof and transfer the Bank’srights in any or all of the Collateral, and the Bank thereafter shall be relieved from allliability with respect to such Collateral. In addition, the Bank may at any time sell one or moreparticipations in the Loans. The Borrower may not sell or assign this Agreement, or any otheragreement with the Bank or any portion thereof, either voluntarily or by operation of law, withoutthe prior written consent of the Bank. This Agreement shall be binding upon the Bank and theBorrower and their respective assigns and successors. All references herein to the Borrower shallbe deemed to include any successors, whether immediate or remote.     13.8. Confirmations. The Borrower and the Bank agree from time to time, upon writtenrequest received by it from the other, to confirm to the other in writing the aggregate unpaidprincipal amount of the Loans then outstanding under such Note.
49

 
     13.9. Confidentiality. The Bank agrees to use commercially reasonable efforts(equivalent to the efforts the Bank applies to maintain the confidentiality of its own confidentialinformation) to maintain as confidential all information provided to it by the Borrower or anyObligor, including all information designated as confidential, and shall not use of disclose anyObligor’s financial information, confidential or trade secrets without first obtaining Obligor’swritten consent, except that the Bank may disclose such information (a) to Persons employed orengaged by the Bank in evaluating, approving, structuring or administering the Loans; (b) to anyassignee or participant or potential assignee or participant that has agreed to comply with thecovenant contained in this Section 13.9 (and any such assignee or participant or potentialassignee or participant may disclose such information to Persons employed or engaged by them asdescribed in clause (a) above); (c) as compelled by law or any federal or state governmentalauthority, so long as Borrower or Obligor is promptly notified so that Borrower or Obligor may seeka protective order or other remedy and/or waive compliance with this Section 13.9; (d) inconnection with the exercise of any right or remedy under the Loan Documents or in connection withany litigation to which the Bank is a party so long as Borrower or Obligor may seek a protectiveorder or other remedy and/or waive compliance with this Section 13.9; or (e) that ceases tobe confidential through no wrongful act of the Bank.     13.10. Binding Effect. This Agreement shall become effective upon execution by theBorrower and the Bank. If this Agreement is not dated or contains any blanks when executed by theBorrower, the Bank is hereby authorized, without notice to the Borrower, to date this Agreement asof the date when it was executed by the Borrower, and to complete any such blanks according to theterms upon which this Agreement is executed.     13.11. Governing Law. This Agreement, the Loan Documents and any Note shall bedelivered and accepted in and shall be deemed to be contracts made under and governed by theinternal laws of the State of Illinois (but giving effect to federal laws applicable to nationalbanks) applicable to contracts made and to be performed entirely within such state, without regardto conflict of laws principles.     13.12. Enforceability. Wherever possible, each provision of this Agreement shall beinterpreted in such manner as to be effective and valid under applicable law, but if any provisionof this Agreement shall be prohibited by, unenforceable or invalid under any jurisdiction, suchprovision shall as to such jurisdiction, be severable and be ineffective to the extent of suchprohibition or invalidity, without invalidating the remaining provisions of this Agreement oraffecting the validity or enforceability of such provision in any other jurisdiction.     13.13. Survival of Borrower Representations. All covenants, agreements,representations and warranties made by the Borrower herein shall, notwithstanding any investigationby the Bank, be deemed material and relied upon by the Bank and shall survive the making andexecution of this Agreement and the Loan Documents and the issuance of any Note, and shall bedeemed to be continuing representations and warranties until such time as the Borrower hasfulfilled all of its Obligations to the Bank, and the Bank has been indefeasibly paid in full incash. The Bank, in extending financial accommodations to the Borrower, is expressly acting andrelying on the aforesaid representations and warranties.
50

 
     13.14. Extensions of Bank’s Commitment. This Agreement shall secure and govern theterms of (i) any extensions or renewals of the Bank’s commitment hereunder, and (ii) anyreplacement note executed by the Borrower and accepted by the Bank in its sole and absolutediscretion in substitution for any Note.     13.15. Time of Essence. Time is of the essence in making payments of all amounts duethe Bank under this Agreement and in the performance and observance by the Borrower of eachcovenant, agreement, provision and term of this Agreement.     13.16. Counterparts; Facsimile Signatures. This Agreement may be executed in anynumber of counterparts and by the different parties hereto on separate counterparts and each suchcounterpart shall be deemed to be an original, but all such counterparts shall together constitutebut one and the same Agreement. Receipt of an executed signature page to this Agreement byfacsimile or other electronic transmission shall constitute effective delivery thereof. Electronicrecords of executed Loan Documents maintained by the Bank shall deemed to be originals thereof.     13.17. Notices. Except as otherwise provided herein, the Borrower waives all noticesand demands in connection with the enforcement of the Bank’s rights hereunder. All notices,requests, demands and other communications provided for hereunder shall be in writing and addressedas follows:       To the Borrower: Provista Renewable Fuels Marketing, LLC    5500 Cenex Drive    Inver Grove Heights, Minnesota 55077    Attention: Dan Ostendorf       With a copy to: CHS Inc.    5500 Cenex Drive    Inver Grove Heights, Minnesota 55077    Attention: Lisa A. Zell, Legal Department       To the Lender: LaSalle Bank National Association    135 South LaSalle Street    Chicago, Illinois 60603    Attention: Commercial Lending Divisionor, as to each party, at such other address as shall be designated by such party in a writtennotice to each other party complying as to delivery with the terms of this subsection. All noticesaddressed as above shall be deemed to have been properly given (i) if served in person, uponacceptance or refusal of delivery; (ii) if mailed by certified or registered mail, return receiptrequested, postage prepaid, on the third (3rd) day following the day such notice is deposited inany post office station or letter box; or (iii) if sent by recognized overnight courier, on thefirst (1st) day following the day such notice is delivered to such carrier. No notice to or demandon the Borrower in any case shall entitle the Borrower to any other or further notice or demand insimilar or other circumstances.
51

 
     13.18. Release of Claims Against Bank. In consideration of the Bank making the Loans,the Borrower do hereby release and discharge the Bank of and from any and all claims, harm, injury,and damage of any and every kind, known or unknown, legal or equitable, which the Borrower may haveagainst the Bank from the date of their respective first contact with the Bank until the date ofthis Loan Agreement, including any claim arising from any reports (environmental reports, surveys,appraisals, etc.) prepared by any parties hired or recommended by the Bank. The Borrower confirmsto Bank that they have reviewed the effect of this release with competent legal counsel of theirchoice, or have been afforded the opportunity to do so, prior to execution of this Agreement andthe Loan Documents and do each acknowledge and agree that the Bank is relying upon this release inextending the Loans to the Borrower.     13.19. Costs, Fees and Expenses. The Borrower shall pay or reimburse the Bank for allreasonable costs, fees and expenses incurred by the Bank or for which the Bank becomes obligated inconnection with the negotiation, preparation, consummation, collection of the Obligations orenforcement of this Agreement, the other Loan Documents and all other documents provided forherein or delivered or to be delivered hereunder or in connection herewith (including anyamendment, supplement or waiver to any Loan Document), or during any workout, restructuring ornegotiations in respect thereof, including reasonable consultants’ fees and attorneys’ fees andtime charges of counsel to the Bank, which shall also include attorneys’ fees plus costs andexpenses of such attorneys or of the Bank; search fees, costs and expenses; and all taxes payablein connection with this Agreement or the other Loan Documents, whether or not the transactioncontemplated hereby shall be consummated. In furtherance of the foregoing, the Borrower shall payany and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses inconnection with the execution and delivery of this Agreement, any Note and the other Loan Documentsto be delivered hereunder, and agrees to save and hold the Bank harmless from and against any andall liabilities with respect to or resulting from any delay in paying or omission to pay such costsand expenses. That portion of the Obligations consisting of costs, expenses or advances to bereimbursed by the Borrower to the Bank pursuant to this Agreement or the other Loan Documents whichare not paid on or prior to the date hereof shall be payable by the Borrower to the Bank on demand.If at any time or times hereafter the Bank: (a) employs counsel for advice or other representation(i) with respect to this Agreement or the other Loan Documents, (ii) to represent the Bank in anylitigation, contest, dispute, suit or proceeding or to commence, defend, or intervene or to takeany other action in or with respect to any litigation, contest, dispute, suit, or proceeding(whether instituted by the Bank, the Borrower, or any other Person) in any way or respect relatingto this Agreement, the other Loan Documents or the Borrower’s business or affairs, or (iii) toenforce any rights of the Bank against the Borrower or any other Person that may be obligated tothe Bank by virtue of this Agreement or the other Loan Documents; (b) takes any action to protect,collect, sell, liquidate, or otherwise dispose of any of the Collateral; and/or (c) attempts to orenforces any of the Bank’s rights or remedies under the Agreement or the other Loan Documents, thecosts and expenses incurred by the Bank in any manner or way with respect to the foregoing, shallbe part of the Obligations, payable by the Borrower to the Bank on demand.
52

 
     13.20. Indemnification. The Borrower agrees to defend (with counsel satisfactory tothe Bank), indemnify, and hold harmless each Indemnified Party from and against any and allliabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims,costs, expenses and distributions of any kind or nature (including the disbursements and thereasonable fees of counsel for each Indemnified Party thereto, which shall also include, withoutlimitation, reasonable attorneys’ fees), which may be imposed on, incurred by, or asserted against,any Indemnified Party (whether direct, indirect or consequential and whether based on any federal,state or local laws or regulations, including securities laws, Environmental Laws, commercial lawsand regulations, under common law or in equity, or based on contract or otherwise) in any mannerrelating to or arising out of this Agreement or any of the Loan Documents, or any act, event ortransaction related or attendant thereto, the use or intended use of the proceeds of the Loans, theenforcement of the Bank’s rights and remedies under this Agreement, the Loan Documents, any Note,any other instruments and documents delivered hereunder; provided, however, that the Borrower shallnot have any obligations hereunder to any Indemnified Party with respect to matters determined by acourt of competent jurisdiction by final and nonappealable judgment to have been caused by orresulting from the willful misconduct or gross negligence of such Indemnified Party. To the extentthat the undertaking to indemnify set forth in the preceding sentence may be unenforceable becauseit violates any law or public policy, the Borrower shall satisfy such undertaking to the maximumextent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost orexpense covered by this indemnity shall be paid to each Indemnified Party on demand, and failingprompt payment, together with interest thereon at the Default Rate from the date incurred by eachIndemnified Party until paid by the Borrower, shall be added to the Obligations of the Borrower andbe secured by the Collateral. The provisions of this Section shall survive the satisfaction andpayment of the other Obligations and the termination of this Agreement.     13.21. Revival and Reinstatement of Obligations. If the incurrence or payment of theObligations by any Obligor or the transfer to the Bank of any property should for any reasonsubsequently be declared to be void or voidable under any state or federal law relating tocreditors’ rights, including provisions of the Bankruptcy Code relating to fraudulent conveyances,preferences, or other voidable or recoverable payments of money or transfers of property(collectively, a “Voidable Transfer”), and if the Bank is required to repay or restore, inwhole or in part, any such Voidable Transfer, or elects to do so upon the reasonable advice of itscounsel, then, as to any such Voidable Transfer, or the amount thereof that the Bank is required orelects to repay or restore, and as to all reasonable costs, expenses, and attorneys fees of theBank, the Obligations shall automatically shall be revived, reinstated, and restored and shallexist as though such Voidable Transfer had never been made.     13.22. Customer Identification — USA Patriot Act Notice. The Bank hereby notifies theBorrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56,signed into law October 26, 2001) (the “Act”), and the Bank’s policies and practices, theBank is required to obtain, verify and record certain information and documentation that identifiesthe Borrower, which information includes the name and address of the Borrower and such otherinformation that will allow the Bank to identify the Borrower in accordance with the Act.
53

 
     13.23. Continuing Indebtedness. This Agreement amends and restates the OriginalAgreement and the Revolving Note constitutes a renewal and restatement of, and a replacement andsubstitution for, the Existing Revolving Note. The indebtedness evidenced by the ExistingRevolving Note is continuing indebtedness evidenced by the Revolving Note and nothing hereinshall be deemed to constitute a payment, settlement or novation of the Existing Revolving Note, orto release or otherwise adversely affect any lien, mortgage or security interest securing suchindebtedness or any rights of the Bank against any collateral therefor or any guarantor, surety orother party primarily or secondarily liable for such indebtedness.     13.24. Statutory Notice. The following notice is included in compliance with K.S.A.16-117 and K.S.A. 16-118:**“THIS WRITTEN AGREEMENT IS THE FINAL EXPRESSION OF THE CREDIT AGREEMENT AMONG THEPARTIES HERETO AS THE SAME EXISTS TODAY AND MAY NOT BE CONTRADICTED BY EVIDENCE OFANY PRIOR OR CONTEMPORANEOUS ORAL AGREEMENT BETWEEN THE PARTIES HERETO. THEFOLLOWING SPACE (WHICH THE PARTIES HERETO AGREE IS SUFFICIENT SPACE) IS PROVIDED FORTHE PLACEMENT OF NONSTANDARD TERMS, IF ANY (IF THERE ARE NO NONSTANDARD TERMS TO BEADDED, STATE “NONE”):**            **NONE**                              **BY SIGNING BELOW, THE PARTIES HERETO HEREBY AFFIRM THAT THERE IS NO UNWRITTEN ORAL LOANAGREEMENT BETWEEN THEMSELVES WITH RESPECT TO THE SUBJECT MATTER OF THIS WRITTEN CREDITAGREEMENT.***[signature page to follow]*
54

 
     IN WITNESS WHEREOF, the Borrower and the Bank have executed this Loan and Security Agreementas of the date first above written.       PROVISTA RENEWABLE FUELS