Exhibit 10.2


 


Doc. #: 201-4975


Type: MTG                                                                    Pages 20


Date: 07/26/2010                                        Time:
01:22 PM


R: $100 — Tf: $0.00 — M: $1.00 0
Tc: $3 — N: $0


Pymt:
Check


 


Colleen Pearce, Cerro Gordo
County Recorder


 


 


	
  Prepared by, and after recording, return to:

  Melanie N. Ferguson

  CoBank, ACB

  P.O. Box 5110

  Denver, CO 80217

  Attention: Collateral Department

  Phone: 800-542-8072

  	
  Taxpayer:

  Golden Grain Energy, LLC

  1822 43rd St. SW

  Mason City, IA 50401

  Legal Description: See
  Exhibit A, pg. 17

  



 


REAL ESTATE MORTGAGE




Made By




GOLDEN GRAIN ENERGY, LLC




as Mortgagor




in favor of


 


FARM CREDIT SERVICES OF
AMERICA, FLCA


and

FARM CREDIT SERVICES OF AMERICA, PCA


 


as Mortgagees




Dated as of July 21, 2010


 


THIS
INSTRUMENT CONSTITUTES A MORTGAGE COVERING REAL PROPERTY AND FIXTURES AND IS TO
BE CROSS INDEXED IN ALL INDICES IN WHICH ARE RECORDED LIENS, MORTGAGES, OR
OTHER ENCUMBRANCES AGAINST REAL PROPERTY AND FIXTURES, INCLUDING THE
MORTGAGE INDEX AND THE UCC INDEX.


 


THIS
INSTRUMENT CONSTITUTES A LIEN ON ALL AFTER ACQUIRED PROPERTY OF THE MORTGAGOR.


 


NOTICE:
THIS MORTGAGE SECURES CREDIT IN THE AMOUNT OF $70,000,000.00. LOANS AND
ADVANCES UP TO THIS AMOUNT, TOGETHER WITH INTEREST, ARE SENIOR TO INDEBTEDNESS
TO OTHER CREDITORS UNDER SUBSEQUENTLY RECORDED OR FILED MORTGAGES AND LIENS.


 






 

















 


THIS REAL ESTATE
MORTGAGE, dated as of July 21, 2010 is made by GOLDEN GRAIN ENERGY, LLC (hereinafter
called the “Mortgagor”), a limited liability company existing under the laws of
the State of Iowa, in favor FARM CREDIT
SERVICES OF AMERICA, FLCA and FARM
CREDIT SERVICES OF AMERICA, PCA (hereinafter collectively called the
“Mortgagee”), a federally chartered instrumentality of the United States.


 


ARTICLE I.




DEFINITIONS


 


Section 1.01. Definitions. In addition to
the terms defined elsewhere in this Mortgage, the following terms shall have
the meanings specified in this Section 1.01, unless the context clearly
requires otherwise. The terms defined herein include the plural as well as the
singular. Accounting terms used in this Mortgage but not otherwise defined
herein shall have the meanings they have under GAAP.


 


Credit Agreements shall mean all
agreements, instruments and documents between the Mortgagor and the Mortgagee
or executed by the Mortgagor in favor of the Mortgagee which evidence or relate
to the Obligations, whether now existing or hereafter entered into, and all
amendments, supplements and restatements thereof.


 


Environmental Law shall have the
meaning specified in Section 3.13.


 


Event of Default shall have the
meaning specified in Section 4.01.


 


GAAP shall mean generally
accepted accounting principles as established by the American Institute of
Certified Public Accountants.


 


Hazardous Materials shall have the
meaning specified in Section 3.13.


 


Lien shall mean any
statutory or common law consensual or non-consensual mortgage, pledge, grant,
security title or interest, lien, encumbrance or charge of any kind against
property, including, without limitation, any conditional sale or other title
retention transaction, and any lease transaction in the nature of a security
interest.


 


Maximum Debt Limit shall mean
$70,000,000.00 at any one time outstanding.


 


Mortgage shall mean this
Real Estate Mortgage, as it may be amended or supplemented from time to time.


 


Mortgaged Property shall have the
meaning specified in Section 2.01.


 


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Mortgagee shall mean Farm
Credit Services of America, FLCA and Farm Credit Services of America, PCA.


 


Obligations shall mean all
indebtedness and other obligations of the Mortgagor to the Mortgagee of every
type and description, whether now existing or hereafter arising, fixed or
contingent, as primary obligor or as guarantor or surety, acquired directly or
by assignment or otherwise, liquidated or unliquidated, regardless of how they
arise or by what agreement or instrument they may be evidenced, including,
without limitation, indebtedness under all loans, advances and other extensions
of credit made to or for the account of the Mortgagor, including without
limitation the promissory note(s) that are more particularly identified on
Exhibit “B” hereto, and all covenants, agreements and provisions contained
in this Mortgage and in any of the Credit Agreements.


 


Permitted Encumbrances shall mean:


 


(i)                                          as to the
property specifically described in Exhibit “A” hereto, the restrictions,
exceptions, reservations, conditions, limitations, interests and other matters
which are set forth or referred to in such descriptions; and


 


(ii)                                       as to all
Mortgaged Property, any Lien permitted under the Credit Agreements.


 


Potential Default shall mean the
occurrence of any event which with the giving of notice and/or the passage of
time and/or the occurrence of any other condition would ripen into an Event of
Default.


 


ARTICLE II.




GRANTING CLAUSES


 


Section 2.01. Granting Clauses.
In order to secure the repayment of the Obligations, whether such
Obligations are made pursuant to a commitment, made at the option of the
Mortgagee, made after a reduction to zero or other balance, or made otherwise,
up to the Maximum Debt Limit, and to declare the terms and conditions upon
which the Obligations are to be secured, the Mortgagor, in consideration of the
premises, does hereby grant, bargain, sell, alienate, convey, assign, transfer,
mortgage, hypothecate, pledge, set over and confirm unto the Mortgagee, and its
respective assigns the following (all of which are hereinafter collectively
called the “Mortgaged Property”):


 


All right, title and interest of the Mortgagor in
and to those fee and leasehold estates in real property described in Exhibit “A”
hereto, subject in each case to those matters set forth in such Exhibit,
together with all buildings, improvements, fixed assets, personalty and
fixtures 


 


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now or
in the future annexed, affixed or attached to said real property or said
buildings, improvements or structures located thereon; and


 


All right, title and interest of the Mortgagor in,
to and under any and all grants, privileges, rights of way, easements and other
similar interest now owned, held, leased, enjoyed or exercised, or which may
hereafter be owned, held, leased, acquired, enjoyed or exercised, by the
Mortgagor for the purposes of, or in connection with the real property
described in Exhibit “A” hereto or, the construction, acquisition,
ownership, use or operation by or on behalf of the Mortgagor of all buildings
and improvements located on the property encumbered hereby, wherever located.


 


TOGETHER WITH all tenements, hereditaments and
appurtenances belonging or otherwise pertaining to the aforesaid property or
any part thereof, with all reversions, remainders, rents, income, revenues,
profits, cash, proceeds, products and benefits at any time derived, received or
had from any or all of the above-described property of the Mortgagor and all
deposits or other accounts into which the same may be deposited.


 


TO HAVE AND TO HOLD the Mortgaged Property unto the
Mortgagee and its respective assigns forever, to secure the payment and
performance of the Obligations, including, without limitation, the due
performance of the covenants, agreements and provisions herein contained, and
for the uses and purposes and upon the terms, conditions, provisos and
agreements hereinafter expressed and declared.


 


ARTICLE III.


 


PARTICULAR
REPRESENTATIONS, WARRANTIES AND

COVENANTS OF THE MORTGAGOR


 


The Mortgagor represents, warrants and, except as
otherwise permitted by the Mortgagee, covenants with the Mortgagee as follows:


 


Section 3.01. Authority to
Execute and Deliver this Mortgage; All Action Taken; Enforceable Obligations. The Mortgagor
is authorized under its articles of organization and operating agreement or
other applicable organizational documents and all applicable laws and by
limited liability company or organizational action to execute and deliver this
Mortgage; and this Mortgage is, and any amendment, supplement or restatement of
this Mortgage, when executed and delivered will be, the legal, valid and
binding obligations of the Mortgagor which are enforceable in accordance with
their respective terms.


 


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Section 3.02. Authority to
Mortgage Property; No Liens; Exception for Permitted Encumbrances; Mortgagor to
Defend Title and Remove Liens. The Mortgagor has good and
marketable title to all fee and leasehold estates in real property and good,
right and lawful authority to mortgage the Mortgaged Property for the purposes
herein expressed. The Mortgaged Property is free and clear of any Lien
affecting the title thereto, except Permitted Encumbrances. The Mortgagor will,
so long as any of the Obligations shall remain unpaid, maintain and preserve
the Lien of this Mortgage superior to all other Liens, other than Permitted
Encumbrances, and will forever warrant and defend the title to the Mortgaged Property
against any and all claims and demands.


 


Section 3.03. No Encumbrances
on Mortgaged Property. Except as otherwise set forth herein or in
the Credit Agreement, the Mortgagor will not create, incur, suffer or permit to
exist any Lien on any of the Mortgaged Property, except for Permitted
Encumbrances. Except for claims giving rise to Permitted Encumbrances, the
Mortgagor will promptly pay or discharge any and all obligations for or on
account of which any such Lien might exist.


 


Section 3.04. Sale or Transfer
of Mortgaged Property. The Mortgagor shall not sell, lease or
transfer any of the Mortgaged Property to any person or entity except as
permitted in the Credit Agreements.


 


Section 3.05. Payment of
Obligations. The Mortgagor will duly and punctually pay all
amounts due under the Obligations, at the dates and places and in the manner
provided in all Credit Agreements, and all other sums becoming due hereunder.


 


Section 3.06. Preservation of
Franchises and Compliance with Laws. The Mortgagor will take or
cause to be taken all such action as may from time to time be necessary to
obtain, preserve and renew all franchises, rights of way, easements, permits,
and licenses now or hereafter granted or upon it conferred necessary to the
operations of the Mortgagor, and will comply in all material respects with all
laws, ordinances, regulations, and requirements applicable to it or the
Mortgaged Property.


 


Section 3.07. Maintenance of
Mortgaged Property. The Mortgagor will at all times maintain and
preserve the Mortgaged Property and each and every material part and parcel
thereof in good repair, working order and condition, ordinary wear and tear
excepted, and in material compliance with all applicable laws, ordinances,
regulations, and requirements, and will from time to time make all needed and
proper repairs, renewals, and replacements, and useful and proper alterations,
additions, betterments and improvements, and will, subject to contingencies
beyond its reasonable control, at all times keep its plant and properties in
continuous operating condition.


 


Section 3.08. Insurance;
Restoration of Damaged Mortgaged Property. The Mortgagor will maintain
insurance as required by the Credit Agreements. In the event of damage to or
the destruction or loss of any portion of the Mortgaged Property, unless the
Mortgagee shall


 


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otherwise
agree, the Mortgagor shall replace or restore such damaged, destroyed or lost
portion so that the Mortgaged Property shall be in substantially the same
condition as it was in prior to such damage, destruction or loss. Provided no
Potential Default or Event of Default then exists, the Mortgagee shall provide
to the Mortgagor any insurance proceeds received by the Mortgagee upon such
reasonable terms and conditions as the Mortgagee may require to ensure that
such proceeds are used for the foregoing purpose and that such required
replacement or restoration will be completed. The Mortgagor shall replace the
lost portion of the Mortgaged Property or shall commence such restoration
promptly after such damage, destruction or loss shall have occurred and shall
complete such replacement or restoration as expeditiously as practicable, and
shall pay or cause to be paid, out of the proceeds of such insurance or
otherwise, all costs and expenses in connection therewith so that such
replacement or restoration shall be so completed that the portion of the
Mortgaged Property so replaced or restored shall be free and clear of all
Liens, except for Permitted Encumbrances. At the request of the Mortgagee, the
Mortgagor shall exercise such rights and remedies which it may have under any
insurance policy or fidelity bond and which may be reasonably designated by the
Mortgagee, and the Mortgagor hereby irrevocably appoints the Mortgagee as its
agent to exercise such rights and remedies (if not carried out by Mortgagor)
under any insurance policy or bond as the Mortgagee may choose, and the
Mortgagor shall pay all reasonable costs and expenses incurred by the Mortgagee
in connection with such exercise.


 


Section 3.09. Mortgagee Right
to Expend Money to Protect Mortgaged Property. From time to time, the
Mortgagee may, in its sole discretion, but shall not be obligated to, advance
funds on behalf of the Mortgagor, in order to ensure compliance with any
covenant or agreement of the Mortgagor made in or pursuant to this Mortgage or
any of the Credit Agreements, to preserve or protect any right or interest of
the Mortgagee in the Mortgaged Property or under or pursuant to this Mortgage
or any of the Credit Agreements, including, without limitation, the payment of
any insurance premiums or taxes and the satisfaction or discharge of any
judgment or any Lien upon the Mortgaged Property or other property or assets of
the Mortgagor (other than Permitted Encumbrances); provided, however, that the
making of any such advance by the Mortgagee shall not constitute a waiver by
the Mortgagee of any Event of Default with respect to which such advance is
made nor excuse the Mortgagor from any performance required hereunder. The
Mortgagor shall pay to the Mortgagee upon demand all such advances made by the
Mortgagee with interest thereon at a rate equal at all times to 4% per annum
above the Mortgagee’s “Agent Base Rate.” For purposes hereof, the Agent Base
Rate shall mean the rate of interest established by the Mortgagee from time to
time as its Agent Base Rate, which rate is intended by the Mortgagee to be a
reference rate and not its lowest rate. All such advances and accrued interest
shall be secured by this Mortgage.


 


Section 3.10. Further
Assurances. Upon the request of the Mortgagee, the Mortgagor
shall promptly do all acts and things, including the execution, acknowledgment
and delivery of such amendments thereto and other instruments and documents as
the Mortgagee may request, to enable the Mortgagee to perfect and maintain the
Lien of this Mortgage and/or the Mortgagee’s rights and remedies hereunder. The
Mortgagor shall notify the Mortgagee promptly upon the 


 


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acquisition
of any fee or leasehold estate in real property and, to the extent required
under the Credit Agreement, shall execute and record such amendments or
supplements to this Mortgage or other documents or instruments as are necessary
or appropriate to subject such real property to the Lien of this Mortgage and
shall deliver such executed and recorded amendments or supplements or other
documents or instruments to the Mortgagee. In the event the Mortgagor fails to
take any action required under this Section 3.10, the Mortgagee may take
any such action and make, execute and record any such instruments and documents
for and in the name of the Mortgagor, and the Mortgagor hereby irrevocably
appoints the Mortgagee as its attorney-in-fact to take such actions, which
appointment is coupled with an interest and irrevocable.


 


Section 3.11. Condemnation, Etc.
In the event that the Mortgaged Property or any part thereof shall be
taken under the power of eminent domain or like power, then, unless the
Mortgagee otherwise consents, all proceeds and avails thereof shall be applied
by the Mortgagor to the prepayment of the Obligations (such prepayments to be
applied in such order and manner as the Mortgagee may, in its sole discretion,
elect).


 


Section 3.12. Conflict with
Mortgage Terms. The provisions of this Mortgage and the Credit
Agreements shall be cumulative and not mutually exclusive, notwithstanding any
inconsistencies.


 


Section 3.13. Environmental
Representations, Warranties and Covenants. The Mortgagor makes the
following representations, warranties and covenants, all of which are subject
to any exceptions that the Mortgagor may have previously disclosed in writing
to the Mortgagee, and which, to the extent that they deal with representations
of fact, are based on the Mortgagor’s present knowledge, arrived at after
reasonable inquiry.


 


(A) Use of
the Mortgaged Property.


 


(1)                                  The Mortgagor
shall: (a) use, handle, transport or store Hazardous Materials as defined
under any Environmental Law (both as hereinafter defined); and (b) store
or treat non-hazardous wastes: (i) in a good and prudent manner in the
ordinary course of business; and (ii) in compliance with all applicable
Environmental Laws.


 


(2)                                  The Mortgagor
shall not conduct or allow to be conducted, in violation of any Environmental
Law, any business, operations or activity on the Mortgaged Property, or, except
in strict compliance with applicable law, employ or use the Mortgaged Property
to generate, use, handle, manufacture, treat, store, process, transport or
dispose of any Hazardous Materials, or any other substance which is prohibited,
controlled or regulated under applicable law. The Mortgagor shall not use the
Mortgaged Property in a way that poses a threat or nuisance to public safety,
health or the environment, or cause or allow to be caused a known or suspected
release of Hazardous Materials, on, under, or from the Mortgaged Property.


 


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(3) The Mortgagor shall not do or permit any act
or thing, business or operation that poses an unreasonable risk of harm, or
impairs or may impair the value of the Mortgaged Property or any part thereof.


 


(B)                                                                                                                                Condition of the Mortgaged Property.


 


(1)                                  The Mortgagor
shall take all appropriate response actions, including any removal and
remedial actions, in the event of a release, emission, discharge or disposal of
Hazardous Materials in, on, under, or about the Mortgaged Property, so as to
remain in compliance with all Environmental Laws.


 


(2)                             All underground
tanks, wells, septic tanks, ponds, pits, or any other storage tanks (whether
currently in use or abandoned) on the Mortgaged Property, if any, are, as of
the date hereof, maintained in compliance with all applicable Environmental
Laws.


 


(C) Notice of
Environmental Problems or Litigation. Neither the Mortgagor nor any
of its tenants have given, nor were they required to give, nor have they
received, any notice, letter, citation, order, warning, complaint, inquiry,
claim or demand that: (1) the Mortgagor and/or any tenants have violated,
or are about to violate, any Environmental Law, judgment or order; (2) there
has been a release, or there is a threat of release, of Hazardous Materials
from the Mortgaged Property; (3) the Mortgagor and/or its tenants may be
or are liable, in whole or in part, for the costs of cleaning up, remediating,
removing or responding to a release or a threatened release of Hazardous
Materials; or (4) the Mortgaged Property is subject to a Lien in favor of
any governmental entity for any liability, costs or damages, under any
Environmental Law arising from, or costs incurred by such governmental entity
in response to, a release or a threatened release of a Hazardous Material. The
Mortgagor further represents and warrants that no conditions currently exist or
are currently reasonably foreseeable that would subject the Mortgagor to any
such investigation, litigation, administrative enforcement or to any damages,
penalties, injunctive relief, or cleanup costs under any Environmental Law.
Upon receipt of any such notice, the Mortgagor and its tenants shall
immediately provide a copy to the Mortgagee.


 


(D)                               Right of Inspection. The Mortgagor hereby grants,
and will cause any tenants to grant, to the Mortgagee, its agents, attorneys,
employees, consultants, contractors, successors and assigns, an irrevocable
license and authorization, upon reasonable notice, to enter upon and inspect
the Mortgaged Property and facilities thereon, and perform such tests,
including without limitation, subsurface testing, soils and groundwater
testing, and other tests which may physically invade the Mortgaged Property, as
the Mortgagee, in its sole discretion, determines are necessary to protect its
security interest; provided, however, such tests shall be carried out without
the disruption of the business operations of Mortgagor, provided further
however, that under no circumstances shall the Mortgagee be obligated to
perform such inspections or tests.


 


(E)                                 Indemnity. The
Mortgagor agrees to indemnify and hold the Mortgagee, its directors,
employees, agents, and its successors and assigns, harmless from and against
any 


 


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and all claims, losses, damages, liabilities, fines,
penalties, charges, judgments, administrative orders, remedial action
requirements, enforcement actions of any kind, and all costs and expenses
incurred in connection therewith (including without limitation attorney’s fees
and expenses) arising directly or indirectly, in whole or in part, out of any
failure of the Mortgagor to comply with the environmental representations,
warranties, and covenants contained herein.


 


(F)                                 Continuation of Representations, Warranties, Covenants and Indemnities. The Mortgagor’s
representations, warranties, covenants, and indemnities contained herein shall
survive the occurrence of any event whatsoever, including, without limitation,
the satisfaction of the Obligations secured hereby, the reconveyance or
foreclosure of this Mortgage, the acceptance by the Mortgagee of a deed in lieu
of foreclosure, or any transfer or abandonment of the Mortgaged Property.


 


(G)                               Corrective Action. In the event the Mortgagor is in breach of
any of its representations, warranties or agreements as set forth above, then,
without limiting the Mortgagee’s other rights hereunder, the Mortgagor, at its
sole expense, shall take all actions required, including, without limitation,
environmental cleanup of the Mortgaged Property, to comply with the
representations, warranties, and covenants contained herein and with all
applicable legal requirements and, in any event, shall take all actions deemed
necessary under all applicable Environmental Laws.


 


(H)                               Hazardous Materials Defined. The term “Hazardous
Materials” shall mean dangerous, toxic, or hazardous pollutants, contaminants,
chemicals, wastes, materials or substances, as defined in or governed by the
provisions of any Environmental Law.


 


(I)                                    Environmental Law Defined. The term “Environmental Law”
shall mean any federal, state or local laws, statute, ordinance, rule,
regulation, administration order, or permit now in effect or hereinafter
enacted, pertaining to the public health, safety, industrial hygiene, or the
environmental conditions on, under or about the Mortgaged Property.


 


ARTICLE IV.


 


EVENTS OF
DEFAULT AND

REMEDIES OF THE MORTGAGEE


 


Section 4.01. Events of
Default. Each of the following shall be an “Event of Default”:


 


(A)                                   default shall
be made in the payment of any amount due under any Obligation;


 


(B)                                     default shall
be made in the due observance or performance of any of the covenants,
conditions or agreements on the part of the Mortgagor, and, if such default
shall be


 


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under
Sections 3.06, 3.07, or 3.08 hereof, such default shall continue for a period
of thirty (30) days after written notice specifying such default and requiring
the same to be remedied shall have been given to the Mortgagor by the
Mortgagee;


 


(C)                                any
representation or warranty made by the Mortgagor herein, or in any certificate,
instrument or document delivered hereunder, shall prove to be false or
misleading in any material respect on or as of the date made;


 


(D)                               an “Event of
Default” shall have occurred under any Credit Agreement or, in the event any
Credit Agreement does not contain specified “Events of Default,” the Mortgagor
shall breach or be in default of any Credit Agreement; and


 


(E) an event of damage, destruction or loss or
a taking under the power of eminent domain or like power (or transfer in lieu
of such taking) shall have had, in the judgment of the Mortgagee, a material
adverse effect on the ability of the Mortgagor to pay or perform the
Obligations.


 


Section 4.02. Acceleration of
Maturity. If an Event of Default shall have occurred and be
continuing, the Mortgagee may declare the Obligations to be due and payable
immediately by a notice in writing to the Mortgagor, and upon such declaration,
all Obligations shall become due and payable immediately, anything contained
herein or in the Credit Agreements to the contrary notwithstanding.


 


Section 4.03. Remedies of the
Mortgagee. If one or more Events of Default shall occur and be
continuing, the Mortgagee (personally or by attorney), in its discretion, may:


 


(A)                              take immediate
possession of the Mortgaged Property, collect and receive all credits,
outstanding accounts and bills receivable of the Mortgagor and all rents,
income, revenues, profits and proceeds pertaining to or arising from the
Mortgaged Property, or any part thereof, whether then past due or accruing thereafter,
and issue binding receipts therefor; and manage, control and operate the
Mortgaged Property as fully as the Mortgagor might do if in possession thereof,
including, without limitation, the making of all repairs or replacements deemed
necessary or advisable;


 


(B)                                proceed to
protect and enforce the rights of the Mortgagor and the rights of the Mortgagee
by suits or actions in equity or at law in any court or courts of competent
jurisdiction, whether for specific performance of any covenant or any agreement
contained herein or in any Credit Agreement or in aid of the execution of any
power herein granted or for the foreclosure hereof or hereunder or for the sale
of the Mortgaged Property, or any part thereof, or to collect the debts hereby
secured or for the enforcement of such other or additional appropriate legal or
equitable remedies as may be deemed necessary or advisable to protect and
enforce the rights and remedies herein granted or conferred, and in the event
of the institution of any such action or suit, the Mortgagee shall have the
right to have appointed a receiver of the Mortgaged 


 


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Property and of all rents, income, revenues, profits
and proceeds pertaining thereto or arising therefrom, whether then past due or
accruing after the appointment of such receiver, derived, received or had from
the time of the commencement of such suit or action, and such receiver shall
have all the usual powers and duties of receivers in like and similar cases, to
the fullest extent permitted by law, and if application shall be made for the
appointment of a receiver, the Mortgagor hereby expressly consents that the
court to which such application shall be made may make said appointment ex
parte;


 


(C)                                     sell or cause
to be sold all of the Mortgaged Property or any part thereof, and all right,
title, interest, claim and demand of the Mortgagor therein or thereto, at
public auction or sheriff’s sale at such place in any county in which the
property to be sold, or any part thereof, is located, at such time, upon such
notice, and upon such terms as required by applicable law and as may be
specified in a notice of sale, which shall state the time when and the place
where the sale is to be held, shall contain a brief description of the property
to be sold, and shall be given by mailing a copy thereof to the Mortgagor at
least fifteen (15) days prior to the date fixed for such sale and by publishing
the same once in each week for two successive calendar weeks prior to the date of
such sale in a newspaper of general circulation published in said county or, if
no such newspaper is published in such county, in a newspaper of general
circulation in such county, the first such publication to be not less than
fifteen (15) days nor more than thirty (30) days prior to the date fixed for
such sale. Any sale to be made under this Section 4.03(C) may be
adjourned from time to time by announcement at the time and place appointed for
such sale or for such adjourned sale or sales, and without further notice or
publication the sale may be had at the time and place to which the same shall
be adjourned. Notwithstanding the foregoing, in the event another or different
notice of sale or another or different manner of conducting the same shall be
required by law, the notice of sale shall be given or the sale be conducted, as
the case may be, in accordance with the applicable provisions of law. The costs
and expenses incurred by the Mortgagee (including, but not limited to, receiver’s
fees, counsel fees, cost of advertisement and agents’ compensation) in the
exercise of any of the remedies provided in this Mortgage shall be secured by
this Mortgage; and


 


(D)                                    it is agreed
that if this Mortgage covers less than ten (10) acres of land, and in the
event of the foreclosure of this Mortgage and sale of the property by sheriff’s
sale in such foreclosure proceedings, the time of one year for redemption from
said sale provided by the statutes of the State of Iowa shall be reduced to six
(6) months provided the Mortgagee, in such action files an election to
waive any deficiency judgment against Mortgagors which may arise out of the
foreclosure proceedings; all to be consistent with the provisions of Chapter
628 of the Iowa Code. If the redemption period is so reduced, for the first
three (3) months after sale such right of redemption shall be exclusive to
the Mortgagee, and the time periods in Sections 628.5, 628.15, and 628.16 of
the Iowa Code shall be reduced to four (4) months.


 


It is further agreed that the period of redemption
after a foreclosure of this Mortgage shall be reduced to sixty (60) days if all
of the three following contingencies develop: (1) The real estate is less
than ten (10) acres in size; (2) the Court finds affirmatively that
the said 


 


11

















 


real
estate has been abandoned by the owners and those persons personally liable
under this Mortgage at the time of such foreclosure; and (3) Mortgagee in
such action files an election to waive any deficiency judgment against
Mortgagor or its successor in interest in such action. If the redemption period
is so reduced, Mortgagor or its successor in interest or the owner shall have
the exclusive right to redeem for the first thirty (30) days after such sale,
and the time provided for redemption by creditors as provided in Sections
628.5, 628.15, and 628.16 of the Iowa Code shall be reduced to forty (40) days.
Entry of appearance by pleading or docket entry by or on behalf of Mortgagor
shall be a presumption that the property is not abandoned. Any such redemption
period shall be consistent with all of the provisions of Chapter 628 of the
Iowa Code. This paragraph shall not be construed to limit or otherwise affect
any other redemption provisions contained in Chapter 628 of the Iowa Code.


 


Section 4.04. Application of
Proceeds from Remedial Actions. Any proceeds or funds
arising from the exercise of any rights or the enforcement of any remedies
herein provided after the payment or provision for the payment of any and all
costs and expenses in connection with the exercise of such rights or the
enforcement of such remedies shall be applied to the Obligations in such order
and manner as the Mortgagee shall elect in its sole discretion, and the
balance, if any, shall be paid to Mortgagor or as otherwise required by
applicable law.


 


Section 4.05. Remedies
Cumulative; No Election. Every right or remedy herein conferred upon
or reserved to the Mortgagee shall be cumulative and shall be in addition to
every other right and remedy given hereunder or under any Credit Agreement or
now or hereafter existing at law, or in equity, or by statute. The pursuit of
any right or remedy shall not be construed as an election.


 


Section 4.06. Waiver of
Appraisement Rights. To the extent allowed by applicable law, the
Mortgagor, for itself and all who may claim through or under it, covenants that
it will not at any time insist upon or plead, or in any manner whatever claim,
or take the benefit or advantage of, any appraisement, valuation, stay, extension
or redemption laws now or hereafter in force in any locality where any of the
Mortgaged Property may be situated, in order to prevent, delay or hinder the
enforcement or foreclosure of this Mortgage, or the sale of the Mortgaged
Property, or any part thereof, or the final and absolute putting into
possession thereof, immediately after such sale, of the purchaser or purchasers
thereat, and the Mortgagor, for itself and all who may claim through or under
it, hereby waives the benefit of all such laws to the extent such waiver is
allowed by applicable law.


 


ARTICLE V.




POSSESSION UNTIL DEFAULT; SATISFACTION


 


Section 5.01. Possession Until
Default. Until one or more Events of Default shall have
occurred, the Mortgagor shall be permitted to retain actual possession of the
Mortgaged Property,


 


12
















 


and
to manage, operate and use the same and any part thereof, with the rights and
franchises appertaining thereto, including, without limitation, to collect,
receive, take, use and enjoy the rents, revenues, issues, earnings, income,
products, profits and proceeds thereof or therefrom, subject to the provisions
of this Mortgage.


 


Section 5.02. Satisfaction. If the
Mortgagor shall pay or cause to be paid the Obligations at the times and in the
manner provided in the Credit Agreements, and shall also pay or cause to be
paid all other sums payable by the Mortgagor hereunder, and shall keep and
perform all covenants herein and in all Credit Agreements required to be kept
and performed by it, and there are no further obligations to make advances to
the Mortgagor under any of the Credit Agreements, then and in that case, all
property, rights and interest hereby conveyed or assigned or pledged shall,
upon the written request of the Mortgagor, revert to the Mortgagor and the
estate, right, title and interest of the Mortgagee shall thereupon cease,
determine and become void, and the Mortgagee, in such case, at the Mortgagee’s
cost and expense, shall enter satisfaction of this Mortgage upon the record.


 


ARTICLE VI.


 


MISCELLANEOUS


 


Section 6.01. Property Deemed
Real Property. It is hereby declared to be the intention of the
Mortgagor that all the Mortgaged Property, including, without limitation, all
rights of way and easements granted or given to the Mortgagor or obtained by it
to use real property in connection with the construction, acquisition,
ownership, use or operation of the buildings or improvements located on the
real property encumbered hereby, and all other property physically attached to
any of the foregoing, including fixtures now or in the future attached to any
of the foregoing, shall be deemed to be real property.


 


Section 6.02. Mortgage to Bind
and Benefit Successors and Assigns. All of the covenants,
stipulations, promises, undertakings and agreements herein contained by or on
behalf of the Mortgagor shall bind its successors and assigns, whether so
specified or not, and all titles, rights and remedies hereby granted to or
conferred upon the Mortgagee shall pass to and inure to the benefit of the
successors and assigns of the Mortgagee. The Mortgagor hereby agrees to execute
such consents, acknowledgments and other instruments as may be requested by the
Mortgagee in connection with the assignment, transfer, mortgage, hypothecation
or pledge of the rights or interests of the Mortgagee hereunder or under the
Credit Agreements or in and to any of the Mortgaged Property.


 


Section 6.03. Headings. The descriptive
headings of the various articles and sections of this Mortgage were formulated
and inserted for convenience only and shall not be deemed to affect the meaning
or construction of any of the provisions hereof.


 


13

















 


Section 6.04. Notices. All demands,
notices, reports, approvals, designations or directions required or permitted
to be given hereunder shall be in writing and shall be deemed to be properly
given if sent by registered or certified mail, postage prepaid, or delivered by
hand, or sent by facsimile transmission, receipt confirmed, addressed to the
proper party or parties at the following address:


 


	
  As to the Mortgagor:

  	
   

  	
  Golden Grain Energy, LLC

  
	
   

  	
   

  	
  1822 43rd St. SW

  
	
   

  	
   

  	
  Mason City, IA 50401

  
	
   

  	
   

  	
  Attention: CEO

  
	
   

  	
   

  	
  Telephone No: 641-423-8525

  
	
   

  	
   

  	
  Fax No: 641-421-8457

  



 


 


	
  As to the Mortgagee:

  	
   

  	
  CoBank, ACB (Agent for Mortgagee)

  
	
   

  	
   

  	
  5500 S. Quebec Street

  
	
   

  	
   

  	
  Greenwood Village, CO 80111

  
	
   

  	
   

  	
  Attention: Regional Agribusiness Banking Group

  
	
   

  	
   

  	
  Fax No: 303-740-4002

  



 


Either
such party may from time to time designate to each other a new address to which
demands, notices, reports, approvals, designations or directions may be
addressed, and from and after any such designation, the address designated
shall be deemed to be the address of such party in lieu of the address given
above.


 


Section 6.05. Severability. The invalidity
of any one or more phrases, clauses, sentences, paragraphs or provisions of
this Mortgage shall not affect the remaining portions hereof.


 


Section 6.06. Governing Law. The effect and
meaning of this Mortgage, and the rights of all parties hereunder, shall be
governed by, and construed according to, the laws of the State of Iowa, except
to the extent governed by federal law.


 


Section 6.07. Indemnification
by the Mortgagor of the Mortgagee. Except for the gross
negligence or willful misconduct of Mortgagee, the Mortgagor agrees to
indemnify and save harmless the Mortgagee against any liability or damages
which the Mortgagee may incur or sustain in the exercise and performance of its
rightful powers and duties hereunder, including any liability or damages
arising from the Mortgagor’s failure to comply with any Environmental Law or
the like applicable to the Mortgaged Property. For such indemnity, the
Mortgagee shall be secured under this Mortgage in the same manner as the
Obligations and all amounts payable under this Section shall be paid to
the Mortgagee with interest at the rate specified in Section 3.09. The
Mortgagor’s obligations under this Section shall survive the exercise by
the Mortgagee 


 


14

















 


of its
rights and remedies hereunder, any foreclosure on all or any part of the
Mortgaged Property and the cancellation or satisfaction of this Mortgage.


 


IMPORTANT: READ BEFORE SIGNING. THE TERMS OF THIS
AGREEMENT SHOULD BE READ CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING ARE
ENFORCEABLE. NO OTHER TERMS OR ORAL PROMISES NOT CONTAINED IN THIS WRITTEN
CONTRACT MAY BE LEGALLY ENFORCED. YOU MAY CHANGE THE TERMS OF THIS
AGREEMENT ONLY BY ANOTHER WRITTEN AGREEMENT.


 


By
execution of this Mortgage, Mortgagor acknowledges it has received a copy of
this Mortgage. 


 


 


[Signatures follow on next
page.]


 


15

















 


IN WITNESS WHEREOF, GOLDEN GRAIN
ENERGY, LLC, as Mortgagor, has caused this Mortgage to be signed
in its name by its officer thereunto duly authorized, all as of the day and
year first above written.


 


 


	
   

  	
  GOLDEN GRAIN ENERGY, LLC, Mortgagor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:    /s/ Christy Marchand

  
	
   

  	
  Printed Name:   Christy
  Marchand

  
	
   

  	
  Title:   Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  STATE OF

  	
   

  	
  IOWA

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  COUNTY OF

  	
  CERRO GORDO

  	
  )

  	
   

  



 


This instrument was acknowledged before me on this    22    day of                                    , 2010, by
   Christine A. Marchand               
(name of person) as           Chief
Financial
Officer                                    (type
of authority, e.g., officer, trustee, etc.) of Golden Grain Energy, LLC.


 


	
    (SEAL)

  	
   

  	
   

  	
  /s/ Stephanie Corson

  
	
   

  	
   

  	
   

  	
  Notary Public

  
	
    Notarial Seal

  	
  STEPHANIE CORSON

  	
   

  	
  Printed Name:

  	
  /s/ Stephanie Corson

  
	
   

  	
  COMMISSION NUMBER 739065

  	
   

  	
  Personal Banker

  	
   

  
	
  Iowa

  	
    My Comm. Ex. 2/10/12         .

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Personal Banker

  
	
   

  	
   

  	
   

  	
  Title (and Rank)

  
	
   

  	
   

  	
   

  	
   

  
	
  My commission expires:   2/10/12               

  	
   

  
						



 


16






 


 












 


EXHIBIT A —
REAL PROPERTY


 


1.             Legal descriptions
of real property in which the Mortgagor has a fee estate:


 


Tract 1


 


Lot One (1) of Golden Grain Energy First
Subdivision, an Official Plat, now included in and forming a part of Cerro
Gordo County, Iowa;


 


EXCEPT:


 


That part of Lot 1, Golden Grain Energy First
Subdivision, City of Mason City, Cerro Gordo County, Iowa, described as
follows:  Commencing at the Southeast
Corner of Lot 2 in said Golden Grain Energy First Subdivision; thence N 89° 50’06”
W, 100.00 feet (recorded as N 89°50’06” W, 100.00 feet) along the Southerly
line of said Lot 2 to the Southwest Corner of said Lot 2, said point also
being the Point of Beginning; thence N 89°50’06” W, 50.00 feet
(recorded as N 89°50’06” W) along the Southerly line of said Lot 1; thence
N 00°06’28” W, 150 feet along a line parallel with the Easterly line of
said Lot 1; thence N 89°50’06” W, 100 feet along a line parallel with
said Southerly line; thence N 00°06’28” W, 250.00 feet along a line
parallel with said Easterly line; thence S 89°50’06” E, 250.00 feet along a
line parallel with said Southerly line to a point on said Easterly line; thence
S 00°06’28” E, 250.00 feet (recorded S 00°06’28” E) along said Easterly line to
the Northeast Corner of said Lot 2; thence N 89°50’06” W, 100.00 feet (recorded
as S 89°50’06” E, 100.00 feet) along the Northerly line of said Lot 2 to
the Northwest Corner of said Lot 2; thence S 00°06’28” E, 150.00 feet
(recorded as N 00°06’28” W, 150.00 feet) along the Westerly line of said Lot 2
to the Point of Beginning; containing 1.61 acres subject any easements of
record.


 


Tract 2 (Parcel “C”)


 


That
part of the North Half (N1/2) of Section Twenty (20), Township Ninety-six (96)
North, Range Twenty (20) West of the 5th P.M., Cerro Gordo County, Iowa,
described as follows:


 


Commencing
at the Southwest corner of the Northeast Quarter (NE1⁄4) said Section 20; thence
North 89 degrees 47 minutes 35 seconds West (assumed bearing) along the South
line of the Northwest Quarter (NW1⁄4) of said Section 20 a distance of 65.91 feet
to the Easterly railroad right-of-way line; thence North 00 degrees 16 minutes
08 seconds East along said Easterly right-of-way line 229.00 feet to the point
of beginning; thence continuing North 00 degrees 16 minutes 08 seconds East
along said Easterly right-of-way line 450.00 feet; thence South 89 degrees 47
minutes 35 seconds East 66.12 feet to the East line of the Northwest Quarter
(NW1⁄4) of said Section 20, thence South 89 degrees 45 minutes 24 seconds East
833.88 feet; thence South 00 degrees 16 minutes 08 seconds West 450.00 feet to
a point 229.00 feet North of the South line of the Northeast Quarter (NE1⁄4
) of said Section 20; thence North 89 degrees 45 minutes 24 seconds West
parallel with said South line 834.02 feet to the East line of the Northwest
Quarter (NW1⁄4) of said Section 20; thence North 89 degrees 47 minutes 35 seconds
West parallel with 


 


17

















 


the
South line of the Northwest Quarter (NW1⁄4) of said Section 20 a distance of
65.98 feet to the point of beginning.


 


Tract 3 (Parcel “C”)


 


That
part of the Northwest Quarter (NW1⁄4) of Section Twenty-nine (29), Township
Ninety-six (96) North, Range Twenty (20) West of the 5th P.M., Cerro
Gordo- County, Iowa, described as follows: Commencing at the North Quarter
(NE1⁄4) corner of said Section 29; thence North 89 degrees 57 minutes 54
seconds West (assumed bearing) along the North line of the Northwest Quarter
(NW1⁄4) of said Section 29 a distance of 37.38 feet to the point of beginning;
thence South 06 degrees 45 minutes 09 seconds West 258.77 feet to the
Easterly railroad right-of-way line; thence North 00 degrees 19 minutes 05
seconds East along said Easterly right-of-way line 257.00 feet to the North
line of said Northwest Quarter (NW1⁄4); thence South 89 degrees 57 minutes 54
seconds East along said North line 29.00 feet to the point of beginning.


 


Tract 4 (Parcel “D”)


 


That
part of the Northwest Quarter (NW1⁄4) and that part of the Northeast Quarter
(NE1⁄4), all in Section Twenty (20), Township Ninety-six (96) North, Range
Twenty (20) West of the 5th P.M., City of Mason City, Cerro Gordo County, Iowa;
described as follows: Beginning at the northeast corner of said Northeast
Quarter (NE 1⁄4); thence S 00°25’34” E, 490.00 feet along the easterly line of
said Northeast Quarter (NE1⁄4); thence S 89°38’36” W, 1329.62 feet along a line
parallel with the northerly line of said Northeast Quarter (NE1⁄4); thence S
00°08’16” E, 580.00 feet along a line parallel with the westerly line of said
Northeast Quarter (NE1⁄4); thence S 89°3 8’3 6” W, 450.00 feet along a line
parallel with said northerly line; thence S 00°08’ 16” E, 899.06 feet along a
line parallel with said westerly line to the northeast corner of Parcel C as
shown and described in plat of survey of record filed September 2, 2003 in
Document No. 2003-11652 in the Office of the Cerro Gordo County Recorder;
thence S 89°48’28” W, 833.85 feet (recorded as S 89°45’24” E, 833.88 feet)
along the northerly line of said Parcel C to a point on the westerly line of
said Northeast Quarter (NE1⁄4); thence S 89°48’28” W, 65.97 feet (recorded
as S 89°47’35” E, 66.12 feet) along the northerly line of said Parcel
C to the northwest corner of said Parcel C, said point also being on
the easterly right of way line of the Union Pacific Railroad; thence N 00°08’
39” W, 212.45 feet (recorded as N 00 ° 16’ 08” E) along said easterly right of
way line to the beginning of a 1859.88 foot radius, non tangent curve,
easterly; thence northerly 1403.84 feet along said easterly right of way line
and along said curve having a chord bearing N 21°31’39” E, 1370.75 feet; thence
N 43°08’57” E, 664.61 feet along said easterly right of way line to a
point on said northerly line; thence N 89°38’36” E, 1715.25 feet along
said northerly line to the point of beginning.


 


18

















 


Tract 5 (Parcel “A”)


 


That
part of the Southeast Quarter of Section 17, Township 96 North, Range 20 West
of the 5th P.M. Mason City, Cerro Gordo County, Iowa,
described as follows:


 


Commencing
at the south quarter comer of said Section 17; Thence South 89 degrees 56
minutes 18 seconds East (assumed bearing) along the south line of the Southeast
Quarter of said Section 17 a distance of 895.45 feet to the easterly line
of railroad and the point of beginning; Thence North 43 degrees 34 minutes 03
seconds East along said easterly line 916.86 feet to the north
line of Parcel recorded in Book 130, page 399; Thence South 89
degrees 55 minutes 17 seconds East along said north line 151.68 feet;
Thence South 47 degrees 13 minutes 08 seconds West 162.55 feet; Thence South 39
degrees 24 minutes 14 seconds West 399.93 feet; Thence South 49 degrees 53
minutes 06 seconds West 379.96 feet to the South line of said Southeast
Quarter; Thence North 89 degrees 56 minutes 18 seconds West along said south
line 119.84 feet to the point of beginning.


 


Tract 6 (Parcel “D”)


 


That
part of the Northwest Quarter of Section 29, Township 96 North, Range 20 West
of the 5th P.M.,
Cerro Gordo County, Iowa, described as follows:


 


Commencing
at the north quarter comer of said Section 29; Thence North 89 degrees 57
minutes 54 seconds West (assumed bearing) along the north line of said
Northwest Quarter a distance of 66.38 feet to the east line of railroad
and also being the west line of Parcel C recorded as Document No. 2003-15449;
Thence South 00 degrees 19 minutes 05 second West along said east line 257.00
feet to the south comer of said Parcel C and also the point of beginning;
Thence South 02 degrees 26 minutes 35 seconds East 594.31 feet; Thence South 02
degrees 58 minutes 56 seconds West 422.46 feet; Thence North 89 degrees 40
minutes 55 seconds West 9.00 feet to the east line of railroad; Thence
North 00 degrees 19 minutes 05 seconds East along said east line 1015.62 feet
to the point of beginning.


 


Note:                                                                   Parcel
designations are for convenience of reference only and do not constitute an
integral part of the legal description.


 


2.             Legal
descriptions of real property in which the Mortgagor has a leasehold estate:


 


None.


 


19

















 


EXHIBIT B —
OBLIGATIONS


 


The
“Obligations” as described in the Definitions section above include without
limitation the following promissory note(s):


 


	
  Promissory Note No.

  	
   

  	
  Date

  	
   

  	
  Principal Amount

  
	
  RI0910S01

  	
   

  	
  July 21, 2010

  	
   

  	
  $

  	
  5,000,000.00

  
	
  RI0910T01

  	
   

  	
  July 21, 2010

  	
   

  	
  $

  	
  25,000,000.00

  
	
  RI0910T02

  	
   

  	
  July 21, 2010

  	
   

  	
  $

  	
  5,000,000.00

  



 


20