**Exhibit 10.15**

 

**THIRTEENTH AMENDMENT TO CONSTRUCTION LOAN AGREEMENT**

 

This Thirteenth Amendment to Construction Loan Agreement is dated as ofthe 31st day of March, 2009, and is by and between **DAKOTA ETHANOL, L.L.C.**, a South Dakota limited liabilitycompany (“BORROWER”) and **FIRST NATIONAL BANK OFOMAHA** (“BANK”), a national banking association established at Omaha,Nebraska.

 

WHEREAS, BANK and BORROWER executed a Construction Loan Agreement datedas of September 25, 2000 (the Construction Loan Agreement, together withall amendments thereto is herein called the “AGREEMENT”);

 

Now, therefore, for valuable consideration, receipt and adequacy ofwhich is acknowledged, the parties agree as follows:

 

1.            Allcapitalized terms herein that are not otherwise defined shall have the meaningsassigned to them in the AGREEMENT.

 

2.            TheAGREEMENT provides in Section 6.2.1 that BORROWER is required to maintaina minimum DEBT SERVICES COVERAGE RATIO. BANK hereby waives BORROWER’s compliance with such covenant for theperiod ended December 31, 2008 and for the period ended March 31,2009.

 

3.            Effectiveimmediately, paragraph 6.2.1 of the AGREEMENT is hereby amended to read:

 

6.2.1   The BORROWER shallmaintain a DEBT SERVICES COVERAGE RATIO of no less than 1.25 : 1.0, for all periodsfollowing COMPLETION DATE.   Thiscovenant shall be measured at a quarterly basis each calendar quarter,beginning June 30, 2009, but measured on a trailing four quarters basis,commencing December 31, 2009.  Forpurposes of this covenant, to determine such ratio, OPERATING CASH FLOW shallbe compared to DEBT SERVICE.

 

4.            TheAGREEMENT provides in Section 6.2.2 that BORROWER is required to maintaina minimum amount of WORKING CAPITAL. BANK hereby waives BORROWER’s compliance with such covenant for theperiod ended December 31, 2008 and for the period ended March 31,2009.

 

5.            Effectiveimmediately, Section 6.3.13 of the AGREEMENT is amended to read asfollows:

 

6.3.13  On or before May 18, 2009, BORROWER will obtain no less than

 

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$2,000,000.00 of additional capital, either by contributions fromexisting members of BORROWER or by issuing subordinated debt in form acceptableto BANK.

 

6.            BORROWERcertifies by its execution hereof that the representations and warranties setforth in Section 5. of the AGREEMENT are true as of this date, and that noEVENT OF DEFAULT under the AGREEMENT, and no event which, with the giving ofnotice or passage of time or both, would become such an EVENT OF DEFAULT, hasoccurred as of this date.

 

7.            ThisAmendment may be executed in any number of counterparts, each of which when soexecuted and delivered shall be deemed to be an original and all of whichcounterparts of each instrument or agreement, taken together, shall constitutebut one and the same instrument.

 

8.            Exceptas amended hereby the parties ratify and confirm as binding upon them all ofthe terms of the AGREEMENT.

 

IN WITNESS WHEREOF, the parties hereto havecaused this AGREEMENT to be executed by their respective agents thereunto dulyauthorized, as of the date first above written.

 
| **Dakota Ethanol, L.L.C.**                       | ** **      | **First National Bank of Omaha**      |
|--------------------------------------------------|-----------------|---------------------------------------|
| ** **                                       | ** **      | ** **                            |
|                                             |            |                                  |
| By:                                              | /s/ Brian Woldt |                                  | By: | /s/ Andrew Wong |
| Name:   Brian Woldt                         |            | Name:   Andrew Wong              |
| Title:   Chairman of the Board of Governors |            | Title:  Commercial  Loan Officer |
|                                                  |                 |                                       |  |  |

 

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NOTARY ACKNOWLEDGMENT

 
| STATE OF SOUTH DAKOTA | )     |
|-----------------------|-------|
|                  | ) ss. |
| COUNTY OF LAKE        | )     |

 

On this 30th day of March,2009, before me, the undersigned, a Notary Public, personally appeared BrianWoldt, the Chairman of the Board of Governors of Dakota Ethanol, L.L.C., whoexecuted the foregoing instrument, and acknowledged that he executed the sameas his voluntary act and deed, as well as that of the company.

 
|   | /s/ Alan May  | . |
|--------|--------------------|---|
|   | Notary Public      |

 

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