Exhibit
10.3

    


    Execution
Copy

    
      
        	 
      


      

    

     

    CREDIT
AGREEMENT

     

    among

     

    BFE
OPERATING COMPANY, LLC,

    BUFFALO
LAKE ENERGY, LLC, and

    PIONEER
TRAIL ENERGY, LLC,

    as
Borrowers,

     

    BFE
OPERATING COMPANY, LLC,

    as
Borrowers’ Agent

     

    VARIOUS
FINANCIAL INSTITUTIONS,

    as
Lenders,

     

    DEUTSCHE
BANK TRUST COMPANY AMERICAS,

    as
Collateral Agent,

     

    and

     

    BNP
PARIBAS,

    as
Administrative Agent and Arranger

     

    
      
        
          

        

      

      


    

    STANDARD
CHARTERED BANK,

    MIZUHO
BANK,

    the
Co-Syndication Agents

     

    and

     

    FIRST
NATIONAL BANK OF OMAHA,

    GREEN
STONE BANK,

    the
Co-Documentation Agents

     

    
      
        

      

    

     

    Dated as
of September 25, 2006

     

    
      
        

      

    

     

    BFE
Ethanol Facilities Financing


    
      
        	 
      


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

    

    Table of
Contents

     

    
      
        
          
            
              
                	 
      	 
      	 
      	
                        Page

                      
	 	 	 	 
	
                        SECTION
      1.

                      	
                        DEFINITIONS
      AND RULES OF INTERPRETATION.

                      	 
      	
                        1

                      
	 
      	 
      	 
      	 
      
	
                        1.1

                      	
                        Defined
      Terms

                      	 
      	
                        1

                      
	
                        1.2

                      	
                        Rules
      of Interpretation

                      	 
      	
                        1

                      
	
                        1.3

                      	
                        Accounting
      Principles

                      	 
      	
                        1

                      
	
                        1.4

                      	
                        Joint
      and Several Obligations.

                      	 
      	
                        2

                      
	 
      	 
      	 
      	 
      
	
                        SECTION
      2.

                      	
                        AMOUNTS
      AND TERMS OF CREDIT FACILITY

                      	 
      	
                        2

                      
	 
      	 
      	 
      	 
      
	
                        2.1

                      	
                        The
      Construction Loan Facility.

                      	 
      	
                        2

                      
	
                        2.2

                      	
                        The
      Term Loan Facility and Working Capital Loan Facility.

                      	 
      	
                        3

                      
	
                        2.3

                      	
                        Notice
      of Borrowing of Construction Loans and Working Capital
    Loans

                      	 
      	
                        4

                      
	
                        2.4

                      	
                        Pro
      Rata Borrowings; Availability

                      	 
      	
                        4

                      
	
                        2.5

                      	
                        Minimum
      Amount and Maximum Number of Borrowings, etc.

                      	 
      	
                        5

                      
	
                        2.6

                      	
                        Disbursement
      of Funds

                      	 
      	
                        5

                      
	
                        2.7

                      	
                        Evidence
      of Obligations and Notes.

                      	 
      	
                        6

                      
	
                        2.8

                      	
                        Conversions

                      	 
      	
                        7

                      
	
                        2.9

                      	
                        Interest.

                      	 
      	
                        7

                      
	
                        2.10

                      	
                        Interest
      Periods

                      	 
      	
                        8

                      
	
                        2.11

                      	
                        Net
      Payments

                      	 
      	
                        10

                      
	
                        2.12

                      	
                        Illegality.

                      	 
      	
                        11

                      
	
                        2.13

                      	
                        Increased
      Costs and Reduction of Return.

                      	 
      	
                        12

                      
	
                        2.14

                      	
                        Funding
      Losses

                      	 
      	
                        13

                      
	
                        2.15

                      	
                        Inability
      to Determine Rates

                      	 
      	
                        14

                      
	
                        2.16

                      	
                        Survival

                      	 
      	
                        14

                      
	
                        2.17

                      	
                        Replacement
      of Lenders

                      	 
      	
                        14

                      
	
                        2.18

                      	
                        Letters
      of Credit.

                      	 
      	
                        15

                      
	
                        2.19

                      	
                        Maximum
      Letter of Credit Outstandings; Final Maturities

                      	 
      	
                        16

                      
	
                        2.20

                      	
                        Letter
      of Credit Requests; Minimum Stated Amount

                      	 
      	
                        16

                      
	
                        2.21

                      	
                        Letter
      of Credit Participations

                      	 
      	
                        17

                      
	
                        2.22

                      	
                        Agreement
      to Repay Letter of Credit Drawings

                      	 
      	
                        19

                      
	
                        2.23

                      	
                        Increased
      Costs

                      	 
      	
                        20

                      
	
                        2.24

                      	
                        Letter
      of Credit Fees

                      	 
      	
                        20

                      
	
                        2.25

                      	
                        Obligation
      to Mitigate.

                      	 
      	
                        21

                      
	
                        2.26

                      	
                        Termination
      or Reduction of Commitments.

                      	 
      	
                        21

                      
	
                        2.27

                      	
                        Alternative
      Projects

                      	 
      	
                        22

                      
	 
      	 
      	 
      	 
      
	
                        SECTION
      3.

                      	
                        CONDITIONS
      PRECEDENT.

                      	 
      	
                        22

                      
	 
      	 
      	 
      	 
      
	
                        3.1

                      	
                        Conditions
      to Closing and Initial Construction Loans

                      	 
      	
                        22

                      
	
                        3.2

                      	
                        Conditions
      to First Borrowing for Each Plant

                      	 
      	
                        29

                      
	
                        3.3

                      	
                        Initial
      and Subsequent Construction Loans

                      	 
      	
                        34

                      
	
                        3.4

                      	
                        The
      Conversion Date

                      	 
      	
                        36

                      


              

            

          

        

      

    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    Table of
Contents

    (continued)

     

    
      
        
          	 
      	 
      	 
      	
                  Page

                
	 
      	 
      	 
      	 
      
	
                  3.5

                	
                  Working
      Capital Loans, Letters of Credit

                	 
      	
                  39

                
	 
      	 
      	 
      	 
      
	
                  SECTION
      4.

                	
                  REPRESENTATIONS,
      WARRANTIES AND AGREEMENTS.

                	 
      	
                  41

                
	 
      	 
      	 
      	 
      
	
                  4.1

                	
                  Organization

                	 
      	
                  41

                
	
                  4.2

                	
                  Authority
      and Consents

                	 
      	
                  41

                
	
                  4.3

                	
                  Capitalization;
      Indebtedness; Investments

                	 
      	
                  42

                
	
                  4.4

                	
                  Financial
      Condition.

                	 
      	
                  42

                
	
                  4.5

                	
                  Litigation;
      Labor Disputes

                	 
      	
                  43

                
	
                  4.6

                	
                  Governmental
      Approvals.

                	 
      	
                  43

                
	
                  4.7

                	
                  Use
      of Proceeds.

                	 
      	
                  44

                
	
                  4.8

                	
                  ERISA

                	 
      	
                  44

                
	
                  4.9

                	
                  Taxes.

                	 
      	
                  44

                
	
                  4.10

                	
                  Investment
      Company Act

                	 
      	
                  45

                
	
                  4.11

                	
                  [Intentionally
      Omitted.]

                	 
      	
                  45

                
	
                  4.12

                	
                  Title;
      Security Documents.

                	 
      	
                  45

                
	
                  4.13

                	
                  Environmental
      Matters.

                	 
      	
                  46

                
	
                  4.14

                	
                  Subsidiaries

                	 
      	
                  47

                
	
                  4.15

                	
                  Intellectual
      Property

                	 
      	
                  47

                
	
                  4.16

                	
                  Project
      Documents and Other Material Documents

                	 
      	
                  47

                
	
                  4.17

                	
                  No
      Default

                	 
      	
                  48

                
	
                  4.18

                	
                  Compliance
      with Laws

                	 
      	
                  48

                
	
                  4.19

                	
                  Disclosure

                	 
      	
                  49

                
	
                  4.20

                	
                  Immunity

                	 
      	
                  49

                
	
                  4.21

                	
                  Utilities,
      etc

                	 
      	
                  49

                
	
                  4.22

                	
                  Transactions
      with Affiliates

                	 
      	
                  50

                
	
                  4.23

                	
                  Project
      Completion Date; Project Costs

                	 
      	
                  50

                
	
                  4.24

                	
                  Single-Purpose
      Entity

                	 
      	
                  50

                
	 
      	 
      	 
      	 
      
	
                  SECTION
      5.

                	
                  COVENANTS.

                	 
      	
                  50

                
	 
      	 
      	 
      	 
      
	
                  5.1

                	
                  Financial
      Statements and Other Information

                	 
      	
                  50

                
	
                  5.2

                	
                  Other
      Notices

                	 
      	
                  53

                
	
                  5.3

                	
                  Maintenance
      of Existence; Conduct of Business

                	 
      	
                  54

                
	
                  5.4

                	
                  Compliance
      with Laws

                	 
      	
                  54

                
	
                  5.5

                	
                  Payment
      of Taxes, Etc

                	 
      	
                  54

                
	
                  5.6

                	
                  Accounting
      and Financial Management

                	 
      	
                  55

                
	
                  5.7

                	
                  Inspection

                	 
      	
                  55

                
	
                  5.8

                	
                  Governmental
      Approvals.

                	 
      	
                  56

                
	
                  5.9

                	
                  Insurance

                	 
      	
                  56

                
	
                  5.10

                	
                  Events
      of Loss and Project Document Claims.

                	 
      	
                  56

                
	
                  5.11

                	
                  Application
      of Loss Proceeds

                	 
      	
                  57

                


        

      

    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

     

    Table of
Contents

    (continued)

     

    
      
        
          
            
              
                
                  	 
      	 
      	 
      	
                          Page

                        
	 	 	 	 
	
                          5.12

                        	
                          Limitation
      on Liens

                        	 
      	
                          59

                        
	
                          5.13

                        	
                          Indebtedness

                        	 
      	
                          60

                        
	
                          5.14

                        	
                          Leases

                        	 
      	
                          61

                        
	
                          5.15

                        	
                          Investments;
      Subsidiaries

                        	 
      	
                          61

                        
	
                          5.16

                        	
                          Distributions

                        	 
      	
                          61

                        
	
                          5.17

                        	
                          Required
      Hedging Agreements

                        	 
      	
                          63

                        
	
                          5.18

                        	
                          Location;
      Chief Executive Office; Records

                        	 
      	
                          64

                        
	
                          5.19

                        	
                          Transactions
      with Affiliates

                        	 
      	
                          64

                        
	
                          5.20

                        	
                          Use
      of Proceeds; Construction Budget

                        	 
      	
                          64

                        
	
                          5.21

                        	
                          Project
      Construction; Maintenance.

                        	 
      	
                          65

                        
	
                          5.22

                        	
                          Performance
      of Project Documents.

                        	 
      	
                              66

                        
	
                          5.23

                        	
                          Operating
      Plan and Budget.

                        	 
      	
                          66

                        
	
                          5.24

                        	
                          Merger;
      Sales and Purchases of Assets

                        	 
      	
                          68

                        
	
                          5.25

                        	
                          Amendment
      of Transaction Documents; Additional Project Documents; Scope Change
      Orders; etc.

                        	 
      	
                          68

                        
	
                          5.26

                        	
                          Environmental
      Compliance

                        	 
      	
                          70

                        
	
                          5.27

                        	
                          Completion;
      Performance Tests.

                        	 
      	
                          71

                        
	
                          5.28

                        	
                          ERISA

                        	 
      	
                          72

                        
	
                          5.29

                        	
                          Certain
      Agreements

                        	 
      	
                          72

                        
	
                          5.30

                        	
                          Security
      Documents

                        	 
      	
                          72

                        
	
                          5.31

                        	
                          Hedging
      Agreements; Risk Management Policy and Committee

                        	 
      	
                          73

                        
	
                          5.32

                        	
                          Prepayment
      of Indebtedness; Reduction of Commitments

                        	 
      	
                          74

                        
	
                          5.33

                        	
                          Transfers
      and Issuances of Equity Interests

                        	 
      	
                          74

                        
	
                          5.34

                        	
                          Project
      Revenues

                        	 
      	
                          75

                        
	
                          5.35

                        	
                          Accounts

                        	 
      	
                          75

                        
	
                          5.36

                        	
                          Further
      Assurances

                        	 
      	
                          75

                        
	 
      	 
      	 
      	 
      
	
                          SECTION
      6.

                        	
                          PAYMENT
      PROVISIONS; FEES.

                        	 
      	
                          75

                        
	 
      	 
      	 
      	 
      
	
                          6.1

                        	
                          Repayment
      of Principal.

                        	 
      	
                          75

                        
	
                          6.2

                        	
                          Voluntary
      Prepayments

                        	 
      	
                          75

                        
	
                          6.3

                        	
                          Mandatory
      Prepayments

                        	 
      	
                          76

                        
	
                          6.4

                        	
                          Maturity
      Date

                        	 
      	
                          76

                        
	
                          6.5

                        	
                          Method
      and Place of Payment

                        	 
      	
                          77

                        
	
                          6.6

                        	
                          Computations

                        	 
      	
                          77

                        
	
                          6.7

                        	
                          Fees.

                        	 
      	
                          77

                        
	
                          6.8

                        	
                          Application
      of Payments; Sharing.

                        	 
      	
                          78

                        
	 
      	 
      	 
      	 
      
	
                          SECTION
      7.

                        	
                          EVENTS
      OF DEFAULT AND REMEDIES.

                        	 
      	
                          78

                        
	 
      	 
      	 
      	 
      
	
                          7.1

                        	
                          Events
      of Default

                        	 
      	
                          78

                        
	
                          7.2

                        	
                          Acceleration

                        	 
      	
                          83

                        


                

              

            

          

        

      

    

     

    
      
        
        

      

      
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    Table of
Contents

    (continued)

     

    
      
        
          
            	 
      	 
      	 
      	
                    Page

                  
	 	 	 	 
	
                    7.3

                  	
                    Other
      Remedies

                  	 
      	
                    83

                  
	 
      	 
      	 
      	 
      
	
                    SECTION
      8.

                  	
                    THE
      AGENTS.

                  	 
      	
                    84

                  
	 
      	 
      	 
      	 
      
	
                    8.1

                  	
                    Appointment
      and Authorization.

                  	 
      	
                    84

                  
	
                    8.2

                  	
                    Delegation
      of Duties

                  	 
      	
                    85

                  
	
                    8.3

                  	
                    Liability
      of the Agents

                  	 
      	
                    86

                  
	
                    8.4

                  	
                    Reliance
      by the Agents

                  	 
      	
                    86

                  
	
                    8.5

                  	
                    Notice
      of Default

                  	 
      	
                    87

                  
	
                    8.6

                  	
                    Credit
      Decision

                  	 
      	
                    87

                  
	
                    8.7

                  	
                    Indemnification
      of Agents.

                  	 
      	
                    88

                  
	
                    8.8

                  	
                    Agents
      in Individual Capacities

                  	 
      	
                    88

                  
	
                    8.9

                  	
                    Successor
      Agents.

                  	 
      	
                    88

                  
	
                    8.10

                  	
                    Registry

                  	 
      	
                    90

                  
	
                    8.11

                  	
                    Information

                  	 
      	
                    90

                  
	
                    8.12

                  	
                    Miscellaneous.

                  	 
      	
                    90

                  
	 
      	 
      	 
      	 
      
	
                    SECTION
      9.

                  	
                    MISCELLANEOUS.

                  	 
      	
                    92

                  
	 
      	 
      	 
      	 
      
	
                    9.1

                  	
                    Costs
      and Expenses

                  	 
      	
                    92

                  
	
                    9.2

                  	
                    Indemnity

                  	 
      	
                    92

                  
	
                    9.3

                  	
                    Notices.

                  	 
      	
                    94

                  
	
                    9.4

                  	
                    Benefit
      of Agreement

                  	 
      	
                    95

                  
	
                    9.5

                  	
                    No
      Waiver; Remedies Cumulative

                  	 
      	
                    95

                  
	
                    9.6

                  	
                    No
      Third Party Beneficiaries

                  	 
      	
                    95

                  
	
                    9.7

                  	
                    Reinstatement

                  	 
      	
                    95

                  
	
                    9.8

                  	
                    No
      Immunity

                  	 
      	
                    95

                  
	
                    9.9

                  	
                    Intentionally
      Omitted.

                  	 
      	
                    96

                  
	
                    9.10

                  	
                    The
      Arranger

                  	 
      	
                    96

                  
	
                    9.11

                  	
                    Counterparts

                  	 
      	
                    96

                  
	
                    9.12

                  	
                    Amendment
      or Waiver.

                  	 
      	
                    96

                  
	
                    9.13

                  	
                    Assignments,
      Participations, etc.

                  	 
      	
                    97

                  
	
                    9.14

                  	
                    Survival

                  	 
      	
                    98

                  
	
                    9.15

                  	
                    WAIVER
      OF JURY TRIAL

                  	 
      	
                    99

                  
	
                    9.16

                  	
                    Right
      of Set-off

                  	 
      	
                    99

                  
	
                    9.17

                  	
                    Severability

                  	 
      	
                    99

                  
	
                    9.18

                  	
                    Domicile
      of Loans

                  	 
      	
                    99

                  
	
                    9.19

                  	
                    Limitation
      of Recourse

                  	 
      	
                    99

                  
	
                    9.20

                  	
                    Governing
      Law; Submission to Jurisdiction

                  	 
      	
                    100

                  
	
                    9.21

                  	
                    Complete
      Agreement

                  	 
      	
                    101

                  
	
                    9.22

                  	
                    Borrowers’
      Agent

                  	 
      	
                    101

                  


          

        

      

    

     

    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

     

    Table of
Contents

    (continued)

     

    
      
        
          
            
              
                
                  
                    	 
      	 
      	 
      	
                            Page

                          
	 
      	 
      	 
      	 
      
	
                            APPENDICES:

                          	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                            Appendix
      A

                          	
                            Defined
      Terms and Rules of Interpretation

                          	 
      	
                             

                          
	
                            Appendix
      B

                          	
                            Scheduled
      Principal Payments

                          	 
      	
                             

                          
	
                            Appendix
      C

                          	
                            Insurance
      Requirements

                          	 
      	
                             

                          
	 
      	 
      	 
      	 
      
	
                            SCHEDULES:

                          	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                            Schedule
      3.2(e)

                          	
                            Necessary
      Governmental Approvals to be obtained prior to initial Disbursement of
      Construction Loans

                          	 
      	 
      
	
                            Schedule
      3.3

                          	
                            Project
      Completion Date - Borrower Equipment required to be at Project
      sites

                          	 
      	 
      
	
                            Schedule
      4.2

                          	
                            Financing-Related
      Filings, Etc.

                          	 
      	 
      
	
                            Schedule
      4.3(a)

                          	
                            Capitalization

                          	 
      	 
      
	
                            Schedule
      4.6

                          	
                            Necessary
      Governmental Approvals

                          	 
      	 
      
	
                            Schedule
      4.13

                          	
                            Environmental
      Matters

                          	 
      	 
      
	
                            Schedule
      4.16

                          	
                            Additional
      Borrower Documents

                          	 
      	 
      
	 
      	 
      	 
      	 
      
	
                            EXHIBITS:

                          	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                            Exhibit
      A

                          	
                            Form
      of Notice of Borrowing

                          	 
      	 
      
	
                            Exhibit
      B-1-A

                          	
                            Form
      of Buffalo Lake Construction Note

                          	 
      	 
      
	
                            Exhibit
      B-1-B

                          	
                            Form
      of Pioneer Trail Construction Note

                          	 
      	 
      
	
                            Exhibit
      B-2

                          	
                            Form
      of Term Note

                          	 
      	 
      
	
                            Exhibit
      B-3

                          	
                            Form
      of Working Capital Note

                          	 
      	 
      
	
                            Exhibit
      C

                          	
                            Form
      of Process Agent Letter

                          	 
      	 
      
	
                            Exhibit
      D-1

                          	
                            Form
      of Construction Requisition

                          	 
      	 
      
	
                            Exhibit
      D-2

                          	
                            Form
      of Independent Engineer Certificate

                          	 
      	 
      
	
                            Exhibit
      E-1

                          	
                            Form
      of Borrowers Completion Certificate

                          	 
      	 
      
	
                            Exhibit
      E-2

                          	
                            Form
      of Independent Engineer Completion Certificate

                          	 
      	 
      
	
                            Exhibit
      F

                          	
                            Form
      of Consent Agreement

                          	 
      	 
      
	
                            Exhibit
      G

                          	
                            Form
      of Assignment and Acceptance

                          	 
      	 
      
	
                            Exhibit
      H

                          	
                            Form
      of Section 2.11(b)(ii) Certificate

                          	 
      	 
      
	
                            Exhibit
      I

                          	
                            Form
      of Letter of Credit Request

                          	 
      	 
      
	
                            Exhibit
      J-1

                          	
                            Form
      of Buffalo Lake Payment and Performance Bonds

                          	 
      	 
      
	
                            Exhibit
      J-2

                          	
                            Form
      of Pioneer Trail Payment and Performance Bonds

                          	 
      	 
      
	 
      	 
      	 
      	 
      
	
                            ANNEXES:

                          	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                            Annex
      I

                          	
                            Commitments

                          	 
      	 
      


                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        v

        
          

        

      

      
        
        

      

    

     

    Table of
Contents

    (continued)

     

    
      
        
          
            	 
      	 
      	 
      	
                    Page

                  
	 	 	 	 
	
                    Annex
      II

                  	
                    Applicable
      Lending Offices

                  	 
      	 
      
	
                    Annex
      III

                  	
                    Target
      Balance Amount

                  	 
      	 
      


          

        

      

    

     

    
      
        
        

      

      
        vi

        
          

        

      

      
        
        

      

    

     

    CREDIT
AGREEMENT (this “Agreement” or “Credit Agreement”),
dated as of September 25, 2006, among (i) BFE OPERATING COMPANY, LLC, a limited
liability company organized and existing under the laws of the State of Delaware
(“Opco”),
BUFFALO LAKE ENERGY, LLC, a limited liability company organized and existing
under the laws of the State of Delaware (“Buffalo Lake”),
PIONEER TRAIL ENERGY, LLC, a limited liability company organized and existing
under the laws of the State of Delaware (“Pioneer Trail” and,
together with Opco and Buffalo Lake, the “Borrowers”), as the
Borrowers, (ii) OPCO, as Borrowers’ Agent, (iii) the financial institutions from
time to time party hereto as Lenders, (iv) DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Collateral Agent, and (v) BNP PARIBAS, as Administrative Agent and
Arranger.

     

    WITNESSETH:

     

    WHEREAS
the Borrowers have been organized to undertake the construction, completion,
ownership and operation of two (2) one hundred fifteen million (115,000,000)
gallons-per-year fuel grade, denatured ethanol production plants to be located
in Wood River, Nebraska and Fairmont, Minnesota, all as more fully described in
the Project Documents;

     

    WHEREAS
in order to finance the acquisition, construction and initial operation of the
Project and certain other costs and expenditures associated with the development
of the Project and the financing contemplated herein, the Borrowers have
requested the Lenders to provide the credit facilities described herein;
and

     

    WHEREAS
the Lenders are willing to provide the credit facilities described herein upon
the terms and conditions herein set forth;

     

    NOW,
THEREFORE, in consideration of the premises and mutual agreements hereinafter
contained, the parties hereto agree as follows:

     

    
      	
               
      

            	
               
      SECTION 1.

            	
              DEFINITIONS AND RULES
      OF INTERPRETATION.

            


    

     

    1.1           Defined
Terms.  Except as otherwise expressly provided herein,
capitalized terms used in this Agreement and its Appendices, Schedules, Exhibits
and Annexes shall have the respective meanings assigned to such terms in
Appendix A hereto.

     

    1.2           Rules of
Interpretation.  Except as otherwise expressly provided herein,
the rules of interpretation set forth in Appendix A hereto shall apply to this
Agreement.

     

    1.3           Accounting
Principles.  Except as otherwise provided in this Agreement,
all computations and determinations as to financial matters and all financial
statements to be delivered under this Agreement shall be made or prepared in
accordance with GAAP (including principles of consolidation where appropriate)
applied on a consistent basis (except to the extent approved or required by the
independent public accountants certifying such statements and disclosed
therein).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1.4           Joint and Several
Obligations.

     

    (a)           Subject
to Section 1.4(b), the Obligations of each Borrower under this Agreement and
each other Financing Document to which any Borrower is a party shall constitute
the joint and several obligations of all Borrowers, and references to any
Borrower or to the Borrowers in this Agreement and such other Financing
Documents shall mean and include all Borrowers or, where the context permits,
any of the Borrowers.  All representations, warranties, undertakings,
agreements and obligations of each Borrower expressed or implied in this
Agreement or any other Financing Documents shall, unless the context requires
otherwise, be deemed to be made, given or assumed by the Borrowers jointly and
severally.

     

    (b)           Each
of the Borrowers, the Administrative Agent and the Lenders hereby confirms that
it is the intention of all such Persons that this Agreement and the other
Financing Documents and the Obligations of each Borrower hereunder and
thereunder not constitute a fraudulent transfer or conveyance for purposes of
any Debtor Relief Laws, the Uniform Fraudulent Conveyance Act, the Uniform
Fraudulent Transfer Act or any similar foreign, federal or state law, to the
extent applicable to this Agreement or such other Financing Documents and the
Obligations of each Borrower hereunder and thereunder.  To effectuate
the foregoing intention, the Administrative Agent, the Lenders and the Borrowers
hereby irrevocably agree that the Obligations of each Borrower at any time shall
be limited to the maximum amount as will result in the Obligations of such
Borrower not constituting a fraudulent transfer or conveyance.

     

    
      	
               
      

            	
               
      SECTION 2.

            	
              AMOUNTS AND TERMS OF
      CREDIT FACILITY

            


    

     

    2.1           The Construction Loan
Facility.

     

    (a)           Subject
to and upon the terms and conditions set forth herein, each Lender severally
agrees to make, from time to time during the Buffalo Lake Construction Loan
Availability Period, loans (each a “Buffalo Lake Construction
Loan” and, collectively, the “Buffalo Lake Construction
Loans”) to the Borrowers for Buffalo Lake Project Costs, which Loans
shall (i) at the option of the Borrowers’ Agent, be Base Rate Loans or
Eurodollar Loans (provided, however, that, except
as provided in Section 2.12, all Buffalo Lake Construction Loans comprising the
same Borrowing shall at all times be of the same Type), (ii) be made and
maintained in Dollars, (iii) not exceed for any Lender, in aggregate principal
amount, that amount which equals the Buffalo Lake Construction Loan Commitment
of such Lender and (iv) mature on the Date Certain.

     

    (b)           Subject
to and upon the terms and conditions set forth herein, each Lender severally
agrees to make, from time to time during the Pioneer Trail Construction Loan
Availability Period, loans (each a “Pioneer Trail Construction
Loan” and, collectively, the “Pioneer Trail Construction
Loans”) to the Borrowers for Pioneer Trail Project Costs, which Loans
shall (i) at the option of the Borrowers’ Agent, be Base Rate Loans or
Eurodollar Loans (provided, however, that, except
as provided in Section 2.12, all Pioneer Trail Construction Loans comprising the
same Borrowing shall at all times be of the same Type), (ii) be made and
maintained in Dollars, (iii) not exceed for any Lender, in aggregate principal
amount, that amount which equals the Pioneer Trail Construction Loan Commitment
of such Lender and (iv) mature on the Date Certain.

     

    
      
        
        

      

      
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    (c)           Proceeds
of each Buffalo Lake Construction Loan shall be deposited into the Buffalo Lake
Construction Account, shall be applied solely in accordance with this Agreement
and the Account Agreement and shall be used solely for the payment of the
Buffalo Lake Project Costs.

     

    (d)           Proceeds
of each Pioneer Trail Construction Loan shall be deposited into the Pioneer
Trail Construction Account, shall be applied solely in accordance with this
Agreement and the Account Agreement and shall be used solely for the payment of
the Pioneer Trail Project Costs.

     

    (e)           Notwithstanding
the other provisions of this Section 2.1, if, at any time following the
Substantial Completion of any Plant, there exists any Excess Construction Loan
Commitment for such Plant, the proceeds of Borrowing of any such Excess
Construction Loan Commitment shall be applied solely in accordance with this
Agreement and the Account Agreement, may be used for the payment of Project
Costs for the other Plant if it has not yet achieved Project Completion and
shall be deposited into the Construction Account for the other
Plant.  In addition, the Construction Loan Commitment for one Plant
may be used for the Project Costs for the other Plant to the extent permitted in
clause (iii) of Section 5.20(b).

     

    (f)           The
Construction Loans are available only on the terms and conditions specified
hereunder, and once repaid, in whole or in part, at maturity or by prepayment,
may not be reborrowed in whole or in part.

     

    2.2          The Term Loan Facility and
Working Capital Loan Facility.

     

    (a)           Subject
to and upon the terms and conditions set forth herein, each of the Lenders
agrees that on the Conversion Date all Construction Loans of such Lender
outstanding on such date (after giving effect to any Borrowing of Construction
Loans on such date and any prepayment of Construction Loans on such date in
accordance herewith) shall automatically convert into term loans (each a “Term Loan” and,
collectively, the “Term Loans”) in an
aggregate principal amount equal to the outstanding amount of the Constructions
Loans of such Lender as of the Conversion Date but not exceeding such Lender’s
Term Loan Commitment in effect as of such date.

     

    (b)           Construction
Loans that are converted into Term Loans shall not be deemed to be prepaid,
repaid or discharged but shall be deemed to be continued as Term Loans as
provided hereby.

     

    (c)           Subject
to and upon the terms and conditions set forth herein, each of the Working
Capital Lenders agrees to make, from time to time during the Working Capital
Availability Period, loans (each a “Working Capital Loan”
and, collectively, the “Working Capital
Loans”) to the Borrowers, which Working Capital Loans (i) shall at the
option of the Borrowers’ Agent, be Base Rate Loans or Eurodollar Loans (provided, however, that, except
as provided in Section 2.12, all Working Capital Loans comprising the same
Borrowing shall at all times be of the same Type), (ii) shall be made and
maintained in Dollars, (iii) may be repaid and reborrowed in accordance with the
provisions hereof, (iv)  for any Working Capital Lender, in aggregate
principal amount, together with the product of (x) such Working Capital Lender’s
Letter of Credit Percentage, if any, and (y) the aggregate amount of all Letter
of Credit Outstandings, shall not exceed the Working Capital Loan Commitment of
such Lender, (v) shall not (together with the principal amount of Letter of
Credit Outstandings) exceed Five Million Dollars ($5,000,000) during the period
commencing on Mechanical Completion of the earlier to occur of the Pioneer Trail
Plant and the Buffalo Lake Plant and ending on Provisional Acceptance of the
such Plant or exceed Ten Million Dollars ($10,000,000) during the period
commencing on Provisional Acceptance of the earlier to occur of the Pioneer
Trail Plant and the Buffalo Lake Plant and ending on the Conversion Date, and
(vi) shall mature on the Working Capital Loan Maturity Date; provided, that each
of the Working Capital Lenders agrees to make Working Capital Loans prior to the
Conversion Date to the Borrower, which shall be subject to clauses (i) through
(vi) above, for the sole purpose of purchasing corn from Cargill pursuant to the
relevant Corn Supply Agreement and purchasing gas, water, electricity and
other utilities for the start-up, testing and operation of the
Plants.

     

    
      
        
        

      

      
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    2.3           Notice of Borrowing of
Construction Loans and Working Capital Loans.  Whenever the
Borrowers desire to make a Borrowing of a Construction Loan pursuant to Section
2.1(a) or (b) or a Working Capital Loan pursuant to Section 2.2(c), the
Borrowers’ Agent shall give the Administrative Agent at its Notice Office (a) at
least three Business Days’ prior written notice in the case of Eurodollar Loans
and (b) at least one Business Day’s prior written notice in the case of Base
Rate Loans; provided, that any
such notice shall be deemed to have been given on a certain day only if given
before 11:00 a.m. (New York City time). Each such notice (a “Notice of Borrowing”)
shall be irrevocable and shall be given by the Borrowers’ Agent substantially in
the form of Exhibit A hereto, appropriately completed to specify (i) the
aggregate principal amount of the Construction Loans or Working Capital Loans to
be made pursuant to such Borrowing, (ii) the date of such Borrowing (which shall
be a Business Day), (iii) whether the Construction Loans or Working Capital
Loans being made pursuant to such Borrowing are to be initially maintained as
Base Rate Loans or Eurodollar Loans, (iv) if the Construction Loans or Working
Capital Loans being made pursuant to such Borrowing are to be initially
maintained as Eurodollar Loans, the initial Interest Period to be applicable
thereto, (v) in the case of Working Capital Loans, the Ratio of Debt to Total
Project Costs at such time, and (vi) in the case of Construction Loans, whether
such Construction Loans are Buffalo Lake Construction Loans or Pioneer Trail
Construction Loans and, in the case of a requested Borrowing of any Excess
Construction Loan Commitment, the Construction Account into which the Loan
proceeds are to be deposited.  The Administrative Agent shall promptly
give each Lender notice of the proposed Borrowing, of such Lender’s
proportionate share thereof and of the other matters required by the immediately
preceding sentence to be specified in the Notice of Borrowing.

     

    2.4           Pro Rata Borrowings;
Availability.  Each Borrowing of Construction Loans shall be
incurred ratably among the Lenders based upon the amount of their respective
Buffalo Lake Construction Loan Commitments or Pioneer Trail Construction Loan
Commitments, as the case may be.  Each Borrowing of Working Capital
Loans shall be incurred ratably among the Working Capital Lenders based upon the
amount of their respective Working Capital Loan Commitments.  It is
agreed that no Lender shall be responsible for any default by any other Lender
of its obligation to make a Loan hereunder and that each Lender shall be
obligated to make the Loans provided to be made by it hereunder regardless of
the failure of any other Lender to make a Loan hereunder.

     

    
      
        
        

      

      
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    2.5           Minimum Amount and Maximum
Number of Borrowings, etc.

     

    (a)           The
aggregate principal amount of each Borrowing of a Construction Loan under
Section 2.1 shall not be less than One Million Dollars ($1,000,000). The
aggregate principal amount of each Borrowing of a Working Capital Loan under
Section 2.2(c) shall not be less than Two Hundred Fifty Thousand Dollars
($250,000).

     

    (b)           Except
in the case of Borrowings incurred solely to pay any of the Obligations, the
Borrower shall be limited, in the case of Construction Loans, to a maximum of
one Borrowing per calendar month.

     

    (c)           At
no time shall there be outstanding more than nine (9) separate Interest Periods
in respect of Eurodollar Loans prior to the Conversion Date or up to ten (10)
separate Interest Periods in respect of Eurodollar Loans after the Conversion
Date, up to six (6) of which may be Construction Loans or Term Loans, and up to
four (4) of which may be Working Capital Loans.

     

    2.6           Disbursement of
Funds.  Subject to the terms and conditions hereof, no later
than 1:00 p.m. (New York City time) on the date specified in each Notice of
Borrowing, each Lender will make available, through such Lender’s Applicable
Lending Office, its pro
rata portion of the aggregate amount of the Loans requested to be made on
such date, in Dollars and in immediately available funds at the Payment Office
of the Administrative Agent, and the Administrative Agent will deposit the
aggregate of the amounts so made available by the Lenders into (i) the
applicable Construction Account, in the case of Construction Loans, and (ii) the
Project Revenues Collection Account, the Hedging Reserve Account or a Margin
Account specified by the Borrowers’ Agent, in the case of Working Capital Loans
or, with prior written notice to the Administrative Agent, make payments
directly to the hedging counterparties provided that such
payments are permitted under the Risk Management Policy and under Section 5.31
hereof.  Unless the Administrative Agent shall have been notified by
any Lender prior to the applicable date of the Borrowing that such Lender does
not intend to make available to the Administrative Agent such Lender’s portion
of the Borrowing on such date, the Administrative Agent may assume that such
Lender has made such amount available to the Administrative Agent on such date,
and the Administrative Agent may (but shall have no obligation to), in reliance
upon such assumption, make available to the Borrowers a corresponding
amount.  If such corresponding amount is not in fact made available to
the Administrative Agent by such Lender, the Administrative Agent shall be
entitled to recover such corresponding amount from such Lender on
demand.  If such Lender does not pay such corresponding amount
forthwith upon the Administrative Agent’s demand therefor, the Administrative
Agent shall promptly notify the Borrowers, and the Borrowers shall immediately
pay such corresponding amount to the Administrative Agent.  The
Administrative Agent shall also be entitled to recover on demand from such
Lender or the Borrowers, as the case may be, interest on such corresponding
amount in respect of each day from the date such corresponding amount was made
available by the Administrative Agent to the Borrowers until the date such
corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if
such amount is recovered from such Lender, the cost to the Administrative Agent
of acquiring overnight federal funds at the then applicable rate and (ii) if
such amount is recovered from the Borrowers, the then applicable rate of
interest as provided herein.  Nothing in this Section 2.6 shall be
deemed to relieve any Lender from its obligation to make a Loan hereunder or to
prejudice any rights which the Borrowers may have against any Lender as a result
of any failure by such Lender to make Loans hereunder as long as the terms and
conditions of such Borrowing have been satisfied.

     

    
      
        
        

      

      
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    2.7           Evidence of Obligations and
Notes.

     

    (a)           Each
Lender will maintain in accordance with its usual practice an account or
accounts evidencing the indebtedness of the Borrowers to such Lender as a result
of the Loans of such Lender, including the amounts of principal, interest and
other amounts payable and paid to such Lender from time to time under this
Agreement and the Notes.  The entries made by each Lender pursuant to
the foregoing sentence shall constitute prima facie evidence of the
existence and amounts of the Loans and other Obligations therein recorded; provided, however, that the
failure of any Lender to maintain such account or accounts, or any error
therein, shall not in any manner affect the obligations of the Borrowers to
repay or pay the Loan made by such Lender, accrued interest thereon and the
other Obligations of the Borrowers to such Lender hereunder in accordance with
the terms of this Agreement.  The Administrative Agent will advise the
Borrowers of the outstanding indebtedness hereunder to each Lender upon written
request therefor and receipt of such necessary information relating thereto from
such Lender.

     

    (b)           At
the request of any Lender, the Borrowers’ obligation to pay the principal of,
and interest on, the Loans made by such Lender shall be evidenced (i) in the
case of Construction Loans, by two promissory notes duly executed and delivered
by each of the Borrowers substantially in the form of Exhibit B-1-A hereto, in
respect of the Buffalo Lake Construction Loans, and substantially in the form of
Exhibit B-1-B hereto, in respect of the Pioneer Trail Construction Loans, with
blanks appropriately completed in conformity herewith (each, a “Construction Note”
and, collectively, the “Construction Notes”),
(ii) in the case of Term Loans, by a promissory note duly executed and delivered
by each of the Borrowers substantially in the form of Exhibit B-2 hereto with
blanks appropriately completed in conformity herewith (each, a “Term Note” and,
collectively, the “Term Notes”) and
(iii) in the case of Working Capital Loans, by a promissory note duly executed
and delivered by each of the Borrowers substantially in the form of Exhibit B-3
hereto with blanks appropriately completed in conformity herewith (each, a
“Working Capital
Note” and, collectively, the “Working Capital
Notes”). Each of the promissory notes referred to in this Section 2.7(b)
are herein referred to individually as a “Note” and,
collectively, as the “Notes.”

     

    (c)           The
Construction Note issued to any Lender shall (i) be payable to such Lender or
its registered assigns, (ii) be dated the Closing Date, (iii) be in a stated
maximum principal amount equal to the Buffalo Lake Construction Loan Commitment
or the Pioneer Trail Construction Loan Commitment, as the case may be, of such
Lender and be payable in the outstanding principal amount of Construction Loans
evidenced thereby, (iv) mature on the Date Certain, (v) bear interest as
provided in this Agreement and (vi) be entitled to the benefits of this
Agreement and the other Financing Documents.  The Term Note issued to
any Lender shall (i) be payable to such Lender or its registered assigns, (ii)
be dated the Conversion Date, (iii) be in a stated principal amount equal to the
Term Loans of such Lender, (iv) mature on the Term Loan Maturity Date, (v) bear
interest as provided in this Agreement and (vi) be entitled to the benefits of
this Agreement and the other Financing Documents.  The Working Capital
Note issued to any Lender shall (i) be payable to such Lender or its registered
assigns, (ii) be dated the Closing Date, (iii) be in a stated principal amount
equal to the Working Capital Loan Commitment of such Lender, (iv) mature on the
Working Capital Loan Maturity Date, (v) bear interest as provided in this
Agreement and (vi) be entitled to the benefits of this Agreement and the other
Financing Documents.

     

    
      
        
        

      

      
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    (d)           Each
Lender will note on its internal records the amount of each Loan made by it and
each payment in respect thereof and will prior to any transfer of any of its
Notes endorse on the reverse side thereof the outstanding principal amount of
Loans evidenced thereby.  Failure to make such notation shall not
affect the Borrower’s obligations in respect of such Loans.

     

    (e)           On
the Conversion Date, the Lenders shall, to the extent required to pay the
amounts specified in Section 4.1(i) of the Account Agreement, disburse any
unutilized portion of the Construction Loan Commitment for application, together
with any amounts on deposit in or standing to the credit of the Construction
Accounts on the Conversion Date, in accordance with provisions and the order of
priority specified in such Section 4.1(i) of the Account Agreement.

     

    2.8           Conversions.  The
Borrowers shall have the option to convert on any Business Day the principal
amount, in whole or in part, of the Loans made pursuant to one or more
Borrowings from one Type of Loan into a Borrowing of another Type of Loan; provided, however, that (i)
Loans may not be so converted to another Type unless the aggregate principal
amount of Loans to be so converted equals One Million Dollars ($1,000,000) or an
integral multiple of One Hundred Thousand Dollars ($100,000) in excess thereof,
(ii) no conversion of all or any portion of any Eurodollar Loan into a Base Rate
Loan may be effected on any day other than the last day of an Interest Period
applicable to such Eurodollar Loan, unless the Borrowers pay all amounts owing
under Section 2.14 as a result of such conversion, (iii) no partial conversion
of Eurodollar Loans shall reduce the outstanding principal amount of such
Eurodollar Loans made pursuant to a single Borrowing to less than One Million
Dollars ($1,000,000), (iv) Base Rate Loans may only be converted into Eurodollar
Loans if no Default or Event of Default is in existence on the date of
conversion and (v) no conversion pursuant to this Section 2.8 shall result in a
greater number of Interest Periods than is permitted under Section 2.5
hereof.  Each such conversion shall be effected by the Borrowers’
Agent by giving the Administrative Agent at its Notice Office prior to 11:00
a.m. (New York City time) at least three Business Days’ prior notice (each a
“Notice of
Conversion”) specifying (w) the principal amount of the Loans to be so
converted, (x) the Borrowing or Borrowings pursuant to which such Loans were
made, (y) the Type of Loan from which such amount is being converted and the
Type of Loan into which such amount will be converted and (z) if such amount is
to be converted into Eurodollar Loans, the Interest Period to be initially
applicable thereto.  The Administrative Agent shall give each Lender
prompt notice of any such proposed conversion affecting any of its
Loans.

     

    2.9           Interest.

     

    (a)           The
Borrowers agree to pay interest in respect of the unpaid principal amount of
each Base Rate Loan from the date of Borrowing thereof until the earlier of (i)
the maturity of such Base Rate Loan (whether by acceleration or otherwise) and
(ii) the conversion of such Base Rate Loan to a Eurodollar Loan pursuant hereto,
at a rate per annum
which shall be equal to the sum of (x) the Base Rate in effect from time to time
and (y) the Applicable Margin.

     

    
      
        
        

      

      
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    (b)           The
Borrowers agree to pay interest in respect of the unpaid principal amount of
each Eurodollar Loan from the date of Borrowing thereof until the earlier of (i)
the maturity of such Eurodollar Loan (whether by acceleration or otherwise) and
(ii) the conversion of such Eurodollar Loan to a Base Rate Loan pursuant hereto,
at a rate per annum
which shall, during each Interest Period applicable thereto, be equal to the sum
of (x) the Adjusted Eurodollar Rate in effect for such Interest Period and (y)
the Applicable Margin.

     

    (c)           Overdue
principal and, to the extent permitted by Law, overdue interest in respect of
each Loan and any other overdue amount payable by the Borrowers hereunder or
under any other Financing Document shall bear interest at a rate, which is equal
to the sum of (i) the Base Rate in effect from time to time, (ii) the
Applicable Margin and (iii) two percent (2%) (the “Default Rate”), with
such interest to be payable on demand.

     

    (d)           Accrued
(and theretofore unpaid) interest shall be payable (i) in respect of each Base
Rate Loan, quarterly in arrears on each Quarterly Date, (ii) in respect of
Eurodollar Loans, on the last day of each Interest Period applicable thereto
and, in the case of an Interest Period in excess of three (3) months, on each
date occurring at three (3) month intervals after the first day of such Interest
Period and (iii) in respect of each Loan, on any repayment or prepayment (on the
amount repaid or prepaid), conversion (on the amount converted), at maturity
(whether by acceleration or otherwise) and, after such maturity, on
demand.  Notwithstanding the foregoing, interest payable in accordance
with Section 2.9(c) shall be payable as provided therein.

     

    (e)           On
each Interest Determination Date in respect of any Eurodollar Loan, the
Administrative Agent shall determine the Eurodollar Rate and Adjusted Eurodollar
Rate for the applicable Interest Period to be applicable to the Loans or to any
portion thereof and shall promptly notify the Borrower and the Lenders
thereof.  Each such determination shall, absent manifest error, be
final and conclusive and binding on all parties hereto.

     

    2.10           Interest
Periods.  At the time the Borrowers’ Agent gives any Notice of
Borrowing or Notice of Conversion in respect of the making of, or conversion
into, any Eurodollar Loan (in the case of the initial Interest Period applicable
thereto) or on the third Business Day prior to the expiration of any Interest
Period applicable to any Eurodollar Loan (in the case of any subsequent Interest
Period), the Borrowers shall have the right to elect, by the Borrowers’ Agent
giving the Administrative Agent written notice thereof, the interest period
(each, an “Interest
Period”) applicable to such Eurodollar Loans, which Interest Period
shall, at the option of the Borrowers’ Agent, be a one, three or six month
period and, if available to each Lender required to fund such Eurodollar Loans,
nine or twelve month period; provided, however,
that

     

    (i)           all
Eurodollar Loans comprising the same Borrowing shall have the same Interest
Period;

     

    
      
        
        

      

      
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    (ii)           the
initial Interest Period for any Eurodollar Loan shall commence on the date of
Borrowing of such Loan (including the date of conversion thereof from a Loan of
a different Type) and each Interest Period occurring thereafter in respect of
such Eurodollar Loan shall commence on the last day of the immediately preceding
Interest Period;

     

    (iii)          if
any Interest Period begins on a day for which there is no numerically
corresponding day in the calendar month at the end of such Interest Period, such
Interest Period shall end on the last Business Day of such calendar
month;

     

    (iv)          if
any Interest Period would otherwise end on a day that is not a Business Day,
such Interest Period shall be extended to the next succeeding Business Day
unless the result of such extension would be to carry such Interest Period into
another calendar month, in which event such Interest Period shall end on the
immediately preceding Business Day;

     

    (v)           in
the case of Term Loans, any Interest Period that would otherwise extend beyond
the Term Loan Maturity Date shall end on the Term Loan Maturity Date and in the
case of Working Capital Loans, any Interest Period that would otherwise extend
beyond the Working Capital Loan Maturity Date shall end on the Working Capital
Loan Maturity Date;

     

    (vi)          in
the case of Term Loans, no Interest Period may be elected that would extend
beyond any date upon which a Scheduled Principal Payment is required to be made
unless the aggregate principal amount of Base Rate Loans plus the aggregate
principal amount of Eurodollar Loans outstanding having Interest Periods which
end on or before such date shall be at least equal to or greater than the
principal amount of such Scheduled Principal Payment;

     

    (vii)         if
the Conversion Date shall occur on a date that is not the last day of an
Interest Period for any Construction Loans being converted to Term Loans on such
date, then, notwithstanding any other provision herein to the contrary, the
Interest Period applicable to such Construction Loans may be continued until the
last day of the Interest Period applicable thereto, provided that the
Applicable Margin relating to Term Loans shall apply to such Loans from and
after the Conversion Date; and

     

    (viii)       
no Interest Period in respect of any Borrowing shall be selected at any time
when a Default or Event of Default exists.

     

    If upon
the expiration of any Interest Period, the Borrowers are permitted to but the
Borrowers’ Agent has failed to elect, a new Interest Period to be applicable to
such Eurodollar Loans as provided above, the Borrowers shall be deemed to have
elected to renew such Eurodollar Loans for the same Interest Period as such
current Interest Period.  If upon the expiration of any Interest
Period, the Borrowers are not permitted to elect a new Interest Period to be
applicable to such Eurodollar Loans as provided above, the Borrowers shall be
deemed to have elected to convert such Eurodollar Loans into a Borrowing of Base
Rate Loans effective as of the expiration date of such current Interest
Period.  Upon the waiver or cure of the Default or Event of Default,
the Administrative Agent shall, pursuant to Section 9.3 hereof, notify the
Borrower and the Lenders, whereupon each Base Rate Loan will automatically, on
the last day of the then-current Interest Period, again bear interest as a
Eurodollar Loan in accordance with this Agreement.

     

    
      
        
        

      

      
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    2.11         Net
Payments.  (a)  All payments made by the Borrowers
hereunder or under any other Financing Document will be made without setoff,
counterclaim or other defense.  Except as provided in Section 2.11(b),
all such payments will be made free and clear of, and without deduction or
withholding for, any present or future taxes, levies, imposts, duties, fees,
assessments or other charges of whatever nature now or hereafter imposed by any
jurisdiction or by any political subdivision or taxing authority thereof or
therein with respect to such payments (but excluding, in the case of any Lender,
except as provided in the second succeeding sentence, any tax imposed on or
measured by the net income of such Lender pursuant to the Laws of the
jurisdiction in which it is organized or the jurisdiction in which the principal
office or Applicable Lending Office of such Lender is located or any subdivision
thereof or therein) and all interest, penalties or similar liabilities with
respect thereto (all such non-excluded taxes, levies, imposts, duties, fees,
assessments or other charges being referred to collectively as “Taxes”). If any Taxes
are so levied or imposed, the Borrowers agree to pay the full amount of such
Taxes, and such additional amounts as may be necessary so that every payment of
all amounts due hereunder or under any other Financing Document, after
withholding or deduction for or on account of any Taxes, will not be less than
the amount provided for herein or in such Financing Document.  If any
such additional amounts are payable in respect of Taxes pursuant to the
preceding sentence, then the Borrowers shall be obligated to reimburse each
Lender, upon the written request of such Lender, for taxes imposed on or
measured by the net income of such Lender, attributable to such additional
amounts paid by the Borrowers, pursuant to the laws of the jurisdiction in which
such Lender is organized or in which the principal office or applicable lending
office of such Lender is located or under the laws of any political subdivision
or taxing authority thereof or therein and for any withholding of taxes as such
Lender shall determine are payable by, or withheld from, such Lender in respect
of such amounts so paid to or on behalf of such Lender pursuant to the preceding
sentence and in respect of any amounts paid to or on behalf of such Lender
pursuant to this sentence.  The Borrowers will furnish to the
Administrative Agent within forty-five (45) days after the date of the payment
of any Taxes due pursuant to applicable law certified copies of any tax receipts
evidencing such payment by the Borrowers.  Each Borrower agrees to
indemnify and hold harmless each Lender and reimburse such Lender upon its
written request for the amount of any Taxes so levied or imposed and paid by
such Lender.

     

    
      
        
        

      

      
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    (b)           Each
Lender that is not a United States person (as such term is defined in Section
7701(a)(30) of the Code) agrees to deliver to the Borrowers and the
Administrative Agent on or prior to the Closing Date, or in the case of a Lender
that is an assignee or transferee of an interest under this Agreement pursuant
to Section 9.13 (unless the respective Lender was already a Lender hereunder
immediately prior to such assignment or transfer), on the date of such
assignment or transfer to such Lender, (i) two accurate and complete original
signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN (with
respect to a complete exemption under an income tax treaty) (or successor forms)
certifying to such Lender’s entitlement as of such date to a complete exemption
from United States withholding tax with respect to payments to be made under
this Agreement and under any other Financing Document, or (ii) if the Lender is
not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and cannot
deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect
to a complete exemption under an income tax treaty) pursuant to clause (i)
above, (x) a certificate substantially in the form of Exhibit H (any such
certificate, a “Section 2.11(b)(ii)
Certificate”) and (y) two accurate and complete original signed copies of
Internal Revenue Service Form W-8BEN (with respect to the portfolio interest
exemption) (or successor form) certifying to such Lender’s entitlement as of
such date to a complete exemption from United States withholding tax with
respect to payments of interest to be made under this Agreement and under any
other Financing Document.  In addition, each Lender agrees that from
time to time after the Closing Date, when a lapse in time or change in
circumstances renders the previous certification obsolete or inaccurate in any
material respect, it will deliver to the Borrowers and the Administrative Agent
two new accurate and complete original signed copies of Internal Revenue Service
Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax
treaty), or Form W-8BEN (with respect to the portfolio interest exemption) and a
Section 2.11(b)(ii) Certificate, as the case may be, and such other forms as may
be required in order to confirm or establish the entitlement of such Lender to a
continued exemption from or reduction in United States withholding tax with
respect to payments under this Agreement and any other Financing Document, or it
shall immediately notify the Borrowers and the Administrative Agent of its
inability to deliver any such Form or Certificate, in which case such Lender
shall not be required to deliver any such supplemental Form or Certificate
pursuant to this Section 2.11(b). Notwithstanding anything to the contrary
contained in Section 2.11(a), but subject to the immediately succeeding
sentence, (1) the Borrowers shall be entitled, to the extent it is required to
do so by law, to deduct or withhold income or similar taxes imposed by the
United States (or any political subdivision or taxing authority thereof or
therein) from interest, fees or other amounts payable hereunder for the account
of any Lender which is not a United States person (as such term is defined in
Section 7701(a)(30) of the Code) for U.S. federal income tax purposes to the
extent that such Lender has not provided to the Borrowers U.S. Internal Revenue
Service Forms that establish a complete exemption from such deduction or
withholding and (2) the Borrowers shall not be obligated pursuant to Section
2.11(a) hereof to gross-up payments to be made to a Lender in respect of income
or similar taxes imposed by the United States if (I) such Lender has not
provided the Borrowers the Internal Revenue Service Forms required to be
provided to the Borrowers pursuant to this Section 2.11(b) or (II) in the case
of a payment, other than interest, to a Lender described in clause (ii) above,
to the extent that such forms do not establish a complete exemption from
withholding of such taxes.  Notwithstanding anything to the contrary
contained in the preceding sentence or elsewhere in this Section 2.11, the
Borrowers agree to pay additional amounts and to indemnify each Lender in the
manner set forth in Section 2.11(a) (without regard to the identity of the
jurisdiction requiring the deduction or withholding) in respect of any amounts
deducted or withheld by it as described in the immediately preceding sentence as
a result of any changes after the Closing Date in any applicable law, treaty,
governmental rule, regulation, guideline or order, or in the interpretation
thereof, relating to the deducting or withholding of income or similar
taxes.

     

    2.12         Illegality.

     

    (a)           If
any Lender reasonably determines that the introduction of any Law, or any change
in any Law, or in the interpretation or administration of any Law, has made it
unlawful, or that any central bank or other Governmental Authority has asserted
that it is unlawful, for any Lender or its Applicable Lending Office to make a
Eurodollar Loan, then, on notice thereof by the Lender to the Borrowers through
the Administrative Agent, any obligation of that Lender to make such Loan shall
be suspended until the Lender notifies the Administrative Agent and the
Borrowers that the circumstances giving rise to such determination no longer
exist.

     

    
      
        
        

      

      
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    (b)           If
any Lender reasonably determines that it is unlawful to maintain a Eurodollar
Loan, the Borrowers shall, upon its receipt of notice of such fact and demand
from such Lender (with a copy to the Administrative Agent), convert the
Eurodollar Loans of such Lender then outstanding, into Base Rate Loans, either
on the last day of the Interest Period in respect of such Eurodollar Loan, if
the Lender may lawfully continue to maintain such Eurodollar Loans to such day,
or immediately, if the Lender may not lawfully continue to maintain such
Eurodollar Loan.

     

    (c)           If
the obligation of any Lender to make or maintain Eurodollar Loans has been so
terminated or suspended, the Borrowers may elect, by giving notice to such
Lender through the Administrative Agent, that all Loans which would otherwise be
made by such Lender as Eurodollar Loans shall instead be Base Rate
Loans.

     

    (d)           Before
giving notice to the Administrative Agent under this Section, the affected
Lender shall designate a different Applicable Lending Office with respect to its
Eurodollar Loans if such designation will avoid the need for giving such notice
or making such demand and will not, in the judgment of such Lender, be illegal
or otherwise disadvantageous to such Lender.

     

    2.13        Increased Costs and
Reduction of Return.

     

    (a)           If
any Lender shall have reasonably determined (which determination shall, absent
manifest error, be final and conclusive and binding upon all parties hereto) at
any time, that such Lender shall incur increased costs or reductions in the
amounts received or receivable hereunder with respect to any Eurodollar Loan
(other than any increased cost or reduction in the amount received or receivable
resulting from the imposition of or a change in the rate of net income taxes or
similar charges) because of (i) any change since the date of this Agreement in
any applicable law or governmental rule, regulation, order, guideline or request
(whether or not having the force of law) or in the interpretation or
administration thereof by any Governmental Authority, central bank or comparable
agency charged with the interpretation or administration thereof, and including
the introduction of any new law or governmental rule, regulation, order,
guideline or request (such as, for example, but not limited to a change in
official reserve requirements but, in all events, excluding reserves required
under Regulation D to the extent included in the computation of the Eurodollar
Rate) and/or (ii) other circumstances affecting such Lender or the relevant
interbank market or the position of such Lender in such market, then, such
Lender shall promptly notify the Administrative Agent in writing and the
Administrative Agent shall then so notify the Borrowers’ Agent of the occurrence
of any such event, such notice to state in reasonable detail the reasons
(including the basis for determination) therefor and the additional amount
required to compensate fully such Lender for such increased cost or reduced
amount.  Upon receipt of such notice from the Administrative Agent,
the Borrowers shall pay to such Lender such additional amounts (in the form of
an increased rate of, or a different method of calculating, interest or
otherwise as such Lender in its sole discretion shall determine) as shall be
required to compensate such Lender for such increased costs or reductions in
amounts received or receivable hereunder.  Such notice from such
Lender shall, absent manifest error, be final and conclusive and binding on all
parties hereto.

     

    
      
        
        

      

      
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    (b)           If
any Lender shall have reasonably determined that (i) the introduction of any
Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation,
(iii) any change in the interpretation or administration of any Capital Adequacy
Regulation by any central bank or other Governmental Authority charged with the
interpretation or administration thereof, or (iv) compliance by such Lender (or
its Applicable Lending Office) or any corporation controlling such Lender with
any Capital Adequacy Regulation, affects or would affect the amount of capital
required or expected to be maintained by such Lender or any corporation
controlling such Lender and (taking into consideration such Lender’s or such
corporation’s policies with respect to capital adequacy and such Lender’s
desired return on capital) determines that the amount of such capital is
increased as a consequence of its Commitment, Loans, credits or Obligations
under this Agreement, then, upon notice (such notice to include a statement of
such Lender as to any such additional amount or amounts (including the basis for
determination)) of such Lender to the Borrowers through the Administrative
Agent, the Borrowers shall pay to such Lender, from time to time as specified by
such Lender, additional amounts sufficient to compensate such Lender for such
increase.  A Lender’s reasonable good faith determination of
compensation owing under this Section 2.13(b) shall, absent manifest error, be
final and conclusive and binding on all parties hereto.

     

    (c)           Before
giving notice to the Administrative Agent under Section 2.13(a) or Section 2.23,
the affected Lender shall designate a different Applicable Lending Office with
respect to its Loans or Letters of Credit if such designation will avoid the
need for giving such notice or making such demand and will not, in the judgment
of such Lender, be illegal or otherwise disadvantageous to such
Lender.

     

    2.14        Funding
Losses.  The Borrowers shall reimburse each Lender and hold
each Lender harmless from any loss or expense which the Lender may sustain or
incur as a consequence of:

     

    (a)       
   the failure of the Borrowers to make on a timely basis any
scheduled payment of principal of any Loan;

     

    (b)          the
failure of the Borrowers to borrow or convert a Loan after the Borrowers or the
Borrowers’ Agent has given (or is deemed to have given) a Notice of Borrowing or
a Notice of Conversion;

     

    (c)       
   the failure of the Borrowers to make any prepayment in
accordance with any notice delivered under Section 6.2;

     

    (d)          the
prepayment or repayment (including pursuant to Section 6.1, 6.2 or 6.3) or other
payment (including after acceleration thereof) of a Eurodollar Loan on a day
that is not the last day of the relevant Interest Period; or

     

    (e)          the
conversion of any Eurodollar Loan to a Base Rate Loan on a day that is not the
last day of an Interest Period;

     

    
      
        
        

      

      
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    including
any such loss or expense arising from the liquidation or reemployment of funds
obtained by it to maintain its Loan or from fees payable to terminate the
deposits from which such funds were obtained upon written notice (including the
basis for the determination).

     

    2.15        Inability to Determine
Rates.  (a)  If the Administrative Agent determines
in good faith that for any reason adequate and reasonable means do not exist for
determining the Eurodollar Rate for any Interest Period with respect to any
Eurodollar Loans, or that the Eurodollar Rate applicable for any Interest Period
with respect to a Eurodollar Loan does not adequately and fairly reflect the
cost to the Lenders of funding such Eurodollar Loan, the Administrative Agent
will promptly so notify the Borrowers and each Lender.  Thereafter,
commencing on the last day of the then-existing Interest Period for such
Eurodollar Loan (or if such Interest Period is greater than six-months,
commencing six months thereafter), the obligation of the
Lenders to make or continue Eurodollar Loans hereunder shall be suspended until
the Administrative Agent revokes such notice in writing.  Upon the
receipt of such notice, the Borrowers’ Agent may revoke any Notice of Borrowing
or Notice of Conversion or notice of continuation then submitted by
it.  If the Borrowers’ Agent does not revoke any such notice, the
Lenders shall make, convert or continue the Loans, as proposed by the Borrowers’
Agent, in the amount specified in the applicable notice submitted by the
Borrowers’ Agent, but such Loans shall be made, converted or continued as Base
Rate Loans instead of Eurodollar Loans.

     

    (b)          Upon
the Administrative Agent’s determination that the condition that was the subject
of a notice under Section 2.15(a) has ceased, Administrative Agent shall
forthwith notify the Borrower and the Lenders of such determination, whereupon
each Loan previously converted to a Base Rate Loan subject to Section 2.15(a)
will, subject to the requirements of this Agreement (including Sections 2.8 and
2.10), automatically be converted to a Eurodollar Loan on the last day of the
then-current Quarterly Period and bear interest as a Eurodollar Loan in
accordance with this Agreement.

     

    2.16        Survival.  The
agreements and obligations of the Borrowers in Sections 2.11 through 2.14 shall
survive the payment of the Loans, the Notes and all other
Obligations.

     

    2.17        Replacement of
Lenders.  If any Lender is owed increased costs or other
amounts under Section 2.11, 2.13 or 2.23 hereof and compensation with respect to
such event is not otherwise requested generally by the other Lenders, the
Borrowers shall have the right, if no Default or Event of Default then exists
and such Lender has not changed its Applicable Lending Office with the effect of
eliminating such increased cost, to replace such Lender (the “Replaced Lender”)
with another commercial bank or banks or other financial institutions
(collectively, the “Replacement Lender”)
reasonably acceptable to the Administrative Agent, provided that (a) at
the time of any replacement pursuant to this Section 2.17, the Replacement
Lender shall enter into one or more assignment agreements pursuant to Section
9.13 hereof pursuant to which the Replacement Lender shall acquire all of the
Commitments and outstanding Loans of and all participations in Letters of Credit
by the Replaced Lender and, in connection therewith, shall pay to (x) the
Replaced Lender in respect thereof an amount equal to the sum of (i) an amount
equal to the principal of, and all accrued interest on, all outstanding Loans of
the Replaced Lender, and an amount equal to all Unpaid Drawings that have been
funded by (and not reimbursed to) such Replaced Lender, together with all then
unpaid interest with respect thereto at such time, and (iii) an amount
equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender,
and (y) each Letter of Credit Issuer, an amount equal to such Replaced Lender’s
Letter of Credit Percentage of any Unpaid Drawing relating to Letters of Credit
issued by such Letter of Credit Issuer (which at such time remains an Unpaid
Drawing) to the extent such amount was not theretofore funded by such Replaced
Lender to such Letter of Credit Issuer accrued, but theretofore unpaid, Fees
owing to the Replaced Lender and (b) all obligations of the Borrowers owing to
the Replaced Lender (other than those specifically described in clause (a) above
in respect of which the assignment purchase price has been, or is concurrently
being, paid) shall be paid in full to such Replaced Lender concurrently with
such replacement.  Upon the execution of the respective assignment
documentation pursuant to clause (a) above and the payment of the amounts
referred to in clauses (a) and (b) above, the Replacement Lender shall become a
Lender hereunder, and the Replaced Lender shall cease to constitute a Lender
hereunder, except with respect to indemnification provisions under this
Agreement, which shall survive as to such Replaced Lender.

     

    
      
        
        

      

      
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    2.18        Letters of
Credit.

     

    (a)           Subject
to and upon the terms and conditions set forth herein, the Borrowers may request
that a Letter of Credit Issuer issue, at any time and from time to time during
the Working Capital Availability Period, for the account of the Borrowers and
for the benefit of (i) Cargill pursuant to the Corn Supply Agreement and the
Risk Management Agreement, (ii) Governmental Authorities for the purpose of
obtaining Governmental Approvals for the Project and (iii) other Project
Participants for such obligations as are reasonably acceptable to the
Administrative Agent, an irrevocable standby Letter of Credit, in a form
customarily used by such Letter of Credit Issuer or in such other form as has
been approved by such Letter of Credit Issuer (each such Letter of Credit, a
“Letter of
Credit” and, collectively, the “Letters of Credit”).
All Letters of Credit shall be denominated in Dollars and shall be issued on a
sight basis only.

     

    (b)           Subject
to and upon the terms and conditions set forth herein, each Letter of Credit
Issuer agrees that it will, at any time and from time to time during the Working
Capital Availability Period, following its receipt of a Letter of Credit
Request, issue for account of the Borrowers, one or more Letters of Credit as
are permitted to remain outstanding hereunder without giving rise to a Default
or an Event of Default, provided that no
Letter of Credit Issuer shall be under any obligation to issue any Letter of
Credit of the types described above if at the time of such
issuance:

     

    (i)           any
order, judgment or decree of any Governmental Authority or arbitrator shall
purport by its terms to enjoin or restrain such Letter of Credit Issuer from
issuing such Letter of Credit or any requirement of Law applicable to such
Letter of Credit Issuer or any request or directive (whether or not having the
force of Law) from any Governmental Authority with jurisdiction over such Letter
of Credit Issuer shall prohibit, or request that such Letter of Credit Issuer
refrain from, the issuance of Letters of Credit generally or such Letter of
Credit in particular or shall impose upon such Letter of Credit Issuer with
respect to such Letter of Credit any restriction or reserve or capital
requirement (for which such Letter of Credit Issuer is not otherwise compensated
hereunder) not in effect with respect to such Letter of Credit Issuer on the
date hereof, or any unreimbursed loss, cost or expense which was not applicable
or in effect with respect to such Letter of Credit Issuer as of the date hereof
and which such Letter of Credit Issuer reasonably and in good faith deems
material to it; or

     

    
      
        
        

      

      
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    (ii)           such
Letter of Credit Issuer shall have received from the Borrowers’ Agent or the
Required Lenders prior to the issuance of such Letter of Credit notice of the
type described in the second sentence of Section 2.20(b).

     

    2.19         Maximum Letter of Credit
Outstandings; Final Maturities.  Notwithstanding anything to
the contrary contained in this Agreement, (i) no Letter of Credit shall be
issued the Stated Amount of which when added to the Letter of Credit
Outstandings (exclusive of Unpaid Drawings which are repaid on the date of, and
prior to the issuance of, the respective Letter of Credit) at such time would
exceed, when added to the aggregate principal amount of all Working Capital
Loans then outstanding, an amount equal to the aggregate Working Capital Loan
Commitments at such time, and (ii) each Letter of Credit shall by its terms
terminate on or before the earlier of (A) the date which occurs twelve (12)
months after the date of the issuance thereof (although any such standby Letter
of Credit may be extendible for successive periods of up to twelve (12) months,
but, in each case, not beyond the tenth (10th) Business Day prior to the Working
Capital Loan Maturity Date, on terms acceptable to the Letter of Credit Issuer)
and (B) ten (10) Business Days prior to the Working Capital Loan Maturity
Date.

     

    2.20         Letter of Credit Requests;
Minimum Stated Amount.  (a)  Whenever the Borrowers
desire that a Letter of Credit be issued for its account, the Borrowers’ Agent
shall give the Administrative Agent and the respective Letter of Credit Issuer
at least five (5) Business Days’ (or such shorter period as is acceptable to
such Letter of Credit Issuer) written notice thereof (including by way of
facsimile). Each notice shall be in the form of Exhibit I, appropriately
completed (each, a “Letter of Credit
Request”).

     

    (b)           The
making of each Letter of Credit Request shall be deemed to be a representation
and warranty by the Borrowers to the Lenders that such Letter of Credit may be
issued in accordance with, and will not violate the requirements of, Section
2.19. Unless the respective Letter of Credit Issuer has received notice from the
Borrowers or the Required Lenders before it issues a Letter of Credit that one
or more of the conditions specified in Section 3 are not then satisfied, or that
the issuance of such Letter of Credit would violate Section 2.19, then such
Letter of Credit Issuer shall, subject to the terms and conditions of this
Agreement, issue the requested Letter of Credit for the account of the Borrowers
in accordance with such Letter of Credit Issuer’s usual and customary
practices.  Upon the issuance of or modification or amendment to any
standby Letter of Credit, each Letter of Credit Issuer shall promptly notify the
Borrowers and the Administrative Agent, in writing, of such issuance,
modification or amendment and such notice shall be accompanied by a copy of such
Letter of Credit or the respective modification or amendment thereto, as the
case may be.  Promptly after receipt of such notice the Administrative
Agent shall notify the Letter of Credit Participants, in writing, of such
issuance, modification or amendment.  Notwithstanding anything to the
contrary contained in this Agreement, in the event that a Working Capital Lender
defaults in funding its portion of any unreimbursed payment under Section
2.21(c), no Letter of Credit Issuer shall be required to issue any Letter of
Credit unless such Letter of Credit Issuer has entered into arrangements
satisfactory to it and the Borrower to eliminate such Letter of Credit Issuer’s
risk with respect to the participation in Letters of Credit by the defaulting
Working Capital Lender or Lenders, including by cash collateralizing such
defaulting Working Capital Lender’s or Lenders’ Letter of Credit Percentage of
the Letter of Credit Outstandings.

     

    
      
        
        

      

      
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    (c)           The
initial Stated Amount of each Letter of Credit shall not be less than One
Hundred Thousand Dollars ($100,000) or such lesser amount as
is acceptable to the respective Letter of Credit Issuer.

     

    2.21         Letter of Credit
Participations.  (a)  Immediately upon the issuance
by a Letter of Credit Issuer of any Letter of Credit, such Letter of Credit
Issuer shall be deemed to have sold and transferred to each Working Capital
Lender, and each such Working Capital Lender (in its capacity under this Section
2.21, a “Letter of
Credit Participant”) shall be deemed irrevocably and unconditionally to
have purchased and received from such Letter of Credit Issuer, without recourse
or warranty, an undivided interest and participation, to the extent of such
Letter of Credit Participant’s Letter of Credit Percentage, in such Letter of
Credit, each drawing or payment made thereunder and the obligations of Borrowers
under this Agreement with respect thereto, and any security therefor or guaranty
pertaining thereto.  Upon any change in the Working Capital Loan
Commitments or Letter of Credit Percentages of the Lenders pursuant to Section
2.17 or 9.13, it is hereby agreed that, with respect to all outstanding Letters
of Credit and Unpaid Drawings relating thereto, there shall be an automatic
adjustment to the participations pursuant to this Section 2.21 to reflect the
new Letter of Credit Percentages of the assignor and assignee Lender, as the
case may be.

     

    (b)           In
determining whether to pay under any Letter of Credit, no Letter of Credit
Issuer shall have any obligation relative to the other Working Capital Lenders
other than to confirm that any documents required to be delivered under such
Letter of Credit appear to have been delivered and that they appear to
substantially comply on their face with the requirements of such Letter of
Credit.  Any action taken or omitted to be taken by a Letter of Credit
Issuer under or in connection with any Letter of Credit issued by it shall not
create for such Letter of Credit Issuer any resulting liability to any Borrower,
any Working Capital Lender or any other Person unless such action is taken or
omitted to be taken with gross negligence or willful misconduct on the part of
such Letter of Credit Issuer (as determined by a court of competent jurisdiction
in a final and non-appealable decision).

     

    (c)           In
the event that a Letter of Credit Issuer makes any payment under any Letter of
Credit issued by it and no Borrower shall have reimbursed such amount in full to
such Letter of Credit Issuer pursuant to Section 2.22(a), such Letter of Credit
Issuer shall promptly notify the Administrative Agent, which shall promptly
notify each Letter of Credit Participant of such failure, and each Letter of
Credit Participant shall promptly and unconditionally pay to such Letter of
Credit Issuer the amount of such Letter of Credit Participant’s Letter of Credit
Percentage of such unreimbursed payment in Dollars and in same day
funds.  If the Administrative Agent so notifies, prior to 12:00 Noon
(New York City time) on any Business Day, any Letter of Credit Participant
required to fund a payment under a Letter of Credit shall make available to the
respective Letter of Credit Issuer in Dollars such Letter of Credit
Participant’s Letter of Credit Percentage of the amount of such payment on such
Business Day in same day funds.  If and to the extent such Letter of
Credit Participant shall not have so made its Letter of Credit Percentage of the
amount of such payment available to such respective Letter of Credit Issuer,
such Letter of Credit Participant agrees to pay to such Letter of Credit Issuer,
forthwith on demand such amount, together with interest thereon, for each day
from such date until the date such amount is paid to such Letter of Credit
Issuer at the overnight Federal Funds Rate for the first three (3) days and at
the interest rate applicable to Working Capital Loans that are maintained as
Base Rate Loans for each day thereafter.  The failure of any Letter of
Credit Participant to make available to a Letter of Credit Issuer its Letter of
Credit Percentage of any payment under any Letter of Credit issued by such
Letter of Credit Issuer shall not relieve any other Letter of Credit Participant
of its obligation hereunder to make available to such Letter of Credit Issuer
its Letter of Credit Percentage of any payment under any Letter of Credit on the
date required, as specified above, but no Letter of Credit Participant shall be
responsible for the failure of any other Letter of Credit Participant to make
available to such Letter of Credit Issuer such other Letter of Credit
Participant’s Letter of Credit Percentage of any such payment.

     

    
      
        
        

      

      
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    (d)           Whenever
a Letter of Credit Issuer receives a payment of a reimbursement obligation as to
which it has received any payments from the Letter of Credit Participants
pursuant to clause (c) above, such Letter of Credit Issuer shall pay to each
such Letter of Credit Participant which has paid its Letter of Credit Percentage
thereof, in Dollars and in same day funds, an amount equal to such Letter of
Credit Participant’s share (based upon the proportionate aggregate amount
originally funded by such Letter of Credit Participant to the aggregate amount
funded by all Letter of Credit Participants) of the principal amount of such
reimbursement obligation and interest thereon accruing after the purchase of the
respective participations.

     

    (e)           Upon
the request of any Letter of Credit Participant, each Letter of Credit Issuer
shall furnish to such Letter of Credit Participant copies of any standby Letter
of Credit issued by it and such other documentation as may reasonably be
requested by such Letter of Credit Participant.

     

    (f)           The
obligations of the Letter of Credit Participants to make payments to each Letter
of Credit Issuer with respect to Letters of Credit shall be irrevocable and not
subject to any qualification or exception whatsoever and shall be made in
accordance with the terms and conditions of this Agreement under all
circumstances, including, without limitation, any of the following
circumstances:

     

    (i)           any
lack of validity or enforceability of this Agreement or any of the other
Financing Documents;

     

    (ii)          the
existence of any claim, setoff, defense or other right which any Borrower may
have at any time against a beneficiary named in a Letter of Credit, any
transferee of any Letter of Credit (or any Person for whom any such transferee
may be acting), the Administrative Agent, any Letter of Credit Participant, or
any other Person, whether in connection with this Agreement, any Letter of
Credit, the transactions contemplated herein or any unrelated transactions
(including any underlying transaction between any Borrower and the beneficiary
named in any such Letter of Credit);

     

    (iii)         any
draft, certificate or any other document presented under any Letter of Credit
proving to be forged, fraudulent, invalid or insufficient in any respect or any
statement therein being untrue or inaccurate in any respect;

     

    
      
        
        

      

      
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    (iv)        the
surrender or impairment of any security for the performance or observance of any
of the terms of any of the Financing Documents; or

     

    (v)         the
occurrence of any Default or Event of Default.

     

    2.22        Agreement to Repay Letter of
Credit Drawings.  (a)  Each Borrower agrees to
reimburse each Letter of Credit Issuer by making payment to the Administrative
Agent for any payment or disbursement made by such Letter of Credit Issuer under
any Letter of Credit issued by it (each such amount, so paid until reimbursed by
the Borrowers, an “Unpaid Drawing”) on
the date of such payment or disbursement, with interest on the amount so paid or
disbursed by such Letter of Credit Issuer, to the extent not reimbursed on the
date of such payment or disbursement, from and including the date paid or
disbursed to but excluding the date such Letter of Credit Issuer was reimbursed
by the Borrowers therefor at a rate per annum equal to the Base Rate as in
effect from time to time plus the Applicable
Margin as in effect from time to time for Working Capital Loans that are
maintained as Base Rate Loans; provided, however, to the
extent such amounts are not reimbursed prior to 12:00 Noon (New York City time)
on the third Business Day following the date of such payment or disbursement,
interest shall thereafter accrue on the amounts so paid or disbursed by such
Letter of Credit Issuer (and until reimbursed by the Borrowers) at a rate per
annum equal to the Base Rate as in effect from time to time plus the Applicable
Margin for Working Capital Loans that are maintained as Base Rate Loans as in
effect from time to time plus 2%, with such
interest to be payable on demand.  Each Letter of Credit Issuer shall
give the Borrowers’ Agent prompt written notice of each Drawing under any Letter
of Credit issued by it, provided that the
failure to give any such notice shall in no way affect, impair or diminish the
Borrowers’ obligations hereunder.

     

    (b)           The
obligations of each Borrower under this Section 2.22 to reimburse each Letter of
Credit Issuer with respect to drafts, demands and other presentations for
payment under Letters of Credit issued by it (each, a “Drawing”) (including,
in each case, interest thereon) shall be absolute and unconditional under any
and all circumstances and irrespective of any setoff, counterclaim or defense to
payment which any Borrower may have or have had against any Lender (including in
its capacity as a Letter of Credit Issuer or as a Letter of Credit Participant),
including, without limitation, any defense based upon the failure of any drawing
under a Letter of Credit to conform to the terms of the Letter of Credit or any
nonapplication or misapplication by the beneficiary of the proceeds of such
Drawing; provided, however, that the
Borrowers shall not be obligated to reimburse any Letter of Credit Issuer for
any wrongful payment made by such Letter of Credit Issuer under a Letter of
Credit issued by it as a result of acts or omissions constituting willful
misconduct or gross negligence on the part of such Letter of Credit Issuer (as
determined by a court of competent jurisdiction in a final and non-appealable
decision).

     

    
      
        
        

      

      
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    2.23        Increased
Costs.  If at any time, the introduction of or any change in
any applicable Law or in the interpretation or administration thereof by any
Governmental Authority charged with the interpretation or administration
thereof, or compliance by any Letter of Credit Issuer or any Letter of Credit
Participant with any request or directive by any such Governmental Authority
(whether or not having the force of Law), shall either (i) impose, modify or
make applicable any reserve, deposit, capital adequacy or similar requirement
against Letters of Credit issued by any Letter of Credit Issuer or participated
in by any Letter of Credit Participant, or (ii) impose on any Letter of
Credit Issuer or any Letter of Credit Participant any other conditions relating,
directly or indirectly, to this Agreement or any Letter of Credit; and the
result of any of the foregoing is to increase the cost to any Letter of Credit
Issuer or any Letter of Credit Participant of issuing, maintaining or
participating in any Letter of Credit, or reduce the amount of any sum received
or receivable by any Letter of Credit Issuer or any Letter of Credit Participant
hereunder or reduce the rate of return on its capital with respect to Letters of
Credit (except for changes in the rate of tax on, or determined by reference to,
the net income or net profits of such Letter of Credit Issuer or such Letter of
Credit Participant pursuant to the Laws of the jurisdiction in which it is
organized or in which its principal office or Applicable Lending Office is
located or any subdivision thereof or therein), then, upon the delivery of the
certificate referred to below to any Borrower by any Letter of Credit Issuer or
any Letter of Credit Participant (a copy of which certificate shall be sent by
such Letter of Credit Issuer or such Letter of Credit Participant to the
Administrative Agent), the Borrowers agree to pay to such Letter of Credit
Issuer or such Letter of Credit Participant such additional amount or amounts as
will compensate such Letter of Credit Issuer or such Letter of Credit
Participant for such increased cost or reduction in the amount receivable or
reduction on the rate of return on its capital.  Any Letter of Credit
Issuer or any Letter of Credit Participant, upon determining that any additional
amounts will be payable to it pursuant to this Section 2.23, will give prompt
written notice thereof to the Borrowers’ Agent, which notice shall include a
certificate submitted to the Borrowers’ Agent by such Letter of Credit Issuer or
such Letter of Credit Participant (a copy of which certificate shall be sent by
such Letter of Credit Issuer or such Letter of Credit Participant to the
Administrative Agent), setting forth in reasonable detail the basis for the
calculation of such additional amount or amounts necessary to compensate such
Letter of Credit Issuer or such Letter of Credit Participant.  The
certificate required to be delivered pursuant to this Section 2.23 shall, absent
manifest error, be final and conclusive and binding on the
Borrowers.

     

    2.24        Letter of Credit
Fees.  (a)  Each Borrower agrees to pay to the
Administrative Agent for distribution to each Working Capital Lender (based on
each such Working Capital Lender’s respective Letter of Credit Percentage) a fee
in respect of each Letter of Credit (the “Letter of Credit
Fee”) for the period from and including the date of issuance of such
Letter of Credit to and including the date of termination or expiration of such
Letter of Credit, computed at a rate per annum equal to the Applicable Margin as
in effect from time to time during such period with respect to Working Capital
Loans that are maintained as Eurodollar Loans on the daily Stated Amount of each
such Letter of Credit.  Accrued Letter of Credit Fees shall be due and
payable quarterly in arrears on each Quarterly Date and upon the first Business
Day on or after the termination of the Working Capital Loan Commitment upon
which no Letters of Credit remain outstanding.

     

    (b)          Each
Borrower agrees to pay to each Letter of Credit Issuer, for its own account, a
facing fee in respect of each Letter of Credit issued by it (the “Facing Fee”) for the
period from and including the date of issuance of such Letter of Credit to and
including the date of termination or expiration of such Letter of Credit,
computed at a rate per annum equal to 0.15% on the daily Stated Amount of such
Letter of Credit.  Except as otherwise provided in the proviso to the
immediately preceding sentence, accrued Facing Fees shall be due and payable
quarterly in arrears on each Quarterly Date and upon the first day on or after
the termination of the Working Capital Loan Commitment upon which no Letters of
Credit remain outstanding.

     

    
      
        
        

      

      
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    (c)           The
Borrowers agree to pay to each Letter of Credit Issuer, for its own account,
upon each payment under, issuance of, or amendment to, any Letter of Credit
issued by it, such amount as shall at the time of such event be the
administrative charge and the reasonable expenses which such Letter of Credit
Issuer is generally imposing upon similarly situated borrowers with respect to
letters of credit issued by such Letter of Credit Issuer.

     

    2.25         Obligation to
Mitigate.

     

    (a)           Each
Lender agrees after it becomes aware of the occurrence of an event that would
entitle it to give notice pursuant to Section 2.12 (Illegality), 2.13 (Increased Costs and Reduction of
Return) or 2.23 (Increased Costs), or to
receive additional amounts pursuant to Section 2.11 (Net Payments), such Lender
shall, to the extent that it can do so lawfully, use reasonable efforts to make,
fund or maintain its affected Loan through another lending office if as a result
thereof the increased costs would be avoided or materially reduced or the
illegality would thereby cease to exist and if, in the reasonable opinion of
such Lender, the making, funding or maintaining of such Loan through such other
lending office would not be disadvantageous to such Lender or contrary to such
Lender’s normal banking practices.

     

    (b)           No
change by a Lender in its Applicable Lending Office made for such Lender’s
convenience shall result in any increased cost to the Borrowers.

     

    (c)           If
any Lender demands compensation pursuant to Section 2.13 (Increased Costs and Reduction of
Return) with respect to any Eurodollar Loan, the Borrowers may, at any
time upon at least five (5) Business Day’s prior notice to such Lender through
the Administrative Agent, elect to convert such Loan into a Base Rate
Loan.  Thereafter, unless and until such Lender notifies the Borrowers
that the circumstances giving rise to such notice no longer apply, all such
Eurodollar Loans by such Lender shall bear interest as Base Rate
Loans.  If such Lender notifies the Borrowers that the circumstances
giving rise to such notice no longer apply, the interest payable in respect of
each such Loan shall, subject to the requirements of this Agreement (including
Sections 2.8 and 2.10), automatically be converted to a Eurodollar Loan in
accordance with this Agreement, on the first day of the next succeeding Interest
Period applicable to the related Eurodollar Loans of other Lenders.

     

    2.26         Termination or Reduction of
Commitments.

     

    (a)           Any
unutilized Construction Loan Commitments shall be automatically and permanently
terminated on the earlier of the Conversion Date and the Date Certain, in each
case after giving effect to all Construction Loans, if any, to be made on such
day.

     

    (b)           Any
unutilized Term Loan Commitments shall be automatically and permanently
terminated on the earlier of the Conversion Date and the Date Certain, in each
case after giving effect to all Term Loans, if any, to be made on such
day.

     

    (c)           Any
unutilized Construction Loan Commitments and the corresponding Term Loan
Commitment may be terminated or reduced, in whole or in part, by the Borrowers’
Agent on a pro
rata basis
among all Lenders upon no less than thirty (30) days’ prior written notice to
the Administrative Agent and satisfaction of each of the conditions set forth in
Section 5.32(b).

     

    
      
        
        

      

      
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    (d)           The
Pioneer Trail Construction Loan Commitments shall be automatically and
permanently terminated in full if the initial Borrowing of the Pioneer Trail
Construction Loan has not occurred on or before February 29, 2008. The Buffalo
Lake Construction Loan Commitments shall be automatically and permanently
terminated in full if the initial Borrowing of the Buffalo Lake Construction
Loan has not occurred on or before February 29, 2008.

     

    2.27         Alternative
Projects.  Each of the Lenders acknowledges that the Sponsor is
currently contemplating the completion of an initial public offering of the
Capital Stock of a Person which currently owns LLC Interests in the Sponsor
following the Signing Date.  Upon the successful completion of such
initial public offering and so long as no Default or Event of Default shall have
occurred and be continuing, the Administrative Agent and each Lender agrees that
upon written notice from the Borrowers’ Agent, the Administrative Agent and such
Lender shall consider in good faith any request by the Borrowers’ Agent to
transfer its Commitments hereunder to one or more alternative ethanol projects
then being developed by the Sponsor or any wholly-owned Subsidiary
thereof.  Any such transfer shall be subject to (i) the consent of
each Lender and the Administrative Agent, (ii) completion by the Administrative
Agent and each Lender of its internal credit approval and its business, legal,
environmental, tax, financial, technical and accounting due diligence in
connection with such alternative projects and the participants thereof and the
Administrative Agent’s and the Lender’s satisfaction with the results thereof,
(iii) the preparation, execution and delivery of all loan documentation and
security documentation acceptable to the Administrative Agent and each of the
Lenders (including any necessary amendments to this Agreement and the other
Financing Documents) and (iv) to the extent that any Loans have been extended
under this Agreement, satisfaction of each of the conditions set forth in
Section 5.32(b).

     

    
      	
               
      

            	
               
      SECTION 3.

            	
              CONDITIONS
      PRECEDENT.

            


    

     

    3.1           Conditions to Closing and
Initial Construction Loans.  The obligation of any Lender to
make its initial Construction Loan shall be subject to the conditions precedent
that each Lender shall have received, or shall have waived receipt of by a
written instrument signed by such Lender, the following, each of which shall be
in form and substance satisfactory to each Lender, and that the other conditions
set forth below in this Section 3.1 shall have been satisfied or waived by each
Lender by a written instrument signed by each Lender:

     

    (a)           Transaction
Documents.  (i)  Each of the Financing Documents
(other than the Term Notes) and each of the following Project Documents shall
have been duly authorized, executed and delivered by each party thereto: each
Master Agreement, each Corn Supply Agreement, each Ethanol Marketing Agreement,
each Distillers Grains Marketing Agreement, each Grain Facility Lease, each UP
Consent, the Buffalo Lake Land Purchase Agreements, the Pioneer Trail Land
Purchase Agreements, each EPC Contract, each Delta-T License Agreement, each LLC
Agreement, each TIC Indemnity Confirmation and each Payment and Performance
Bond.  Each Lender shall have received an original of each such
Transaction Document to which it is a party (other than the Notes) executed by
all parties thereto and a copy of each other such Transaction
Document.

     

    
      
        
        

      

      
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    (ii)           Each
Lender shall have received a certificate of an Authorized Officer of each of the
Borrowers, dated the Closing Date, certifying that (A) each such Borrower is not
in default in the performance, observance or fulfillment of any of its material
obligations, covenants or conditions contained in any of the Project Documents
to which it is a party and delivered to the Lenders pursuant to Section
3.1(a)(i) and, to the best of such Borrower’s knowledge, no Project Participant
is in default in the performance, observance or fulfillment of any of its
material obligations, covenants or conditions contained therein, (B) each
Project Document delivered to the Lenders pursuant to Section 3.1(a)(i) is in
full force and effect, (C) the copy of each Project Document delivered to the
Lenders pursuant to Section 3.1(a)(i) is true, correct and complete and (D)
except as delivered to the Lenders pursuant to Section 3.1(a)(i), there are no
agreements, side letters or other documents to which any Borrower is a party
which have the effect of modifying or supplementing in any respect any of the
respective rights or obligations of the Borrowers or any Project Participant
under any of such Project Documents.

     

    (b)           Notes.  Each
of the Borrowers shall have duly authorized and executed two Construction Notes
and a Working Capital Note for the account of each Lender that has made a
request therefor pursuant to Section 2.7(b). Each such Construction Note and
Working Capital Note shall be appropriately completed with the name of the
payee, the maximum principal amount thereof and the date of issuance (which
shall be the Closing Date) inserted therein.  Each Construction Note
and Working Capital Note shall be delivered by the Borrowers to the
Administrative Agent.  As soon as practicable after the Closing Date,
the Administrative Agent shall deliver the Construction Notes and Working
Capital Notes received by it pursuant to the preceding sentence to the
respective payees thereof.

     

    (c)           Funding of Cash Equity
Contributions.  (i)  The Sponsor shall have made cash
contributions to BFE Holdings in an aggregate amount not less than
$156,257,652
minus the net proceeds of the TIF Indebtedness actually received by
Pioneer Trail on or prior to the Closing Date.  BFE Holdings shall
have made cash contributions to Opco in an aggregate amount not less than
$156,257,652 minus such net
proceeds of the TIF Indebtedness actually received by Pioneer Trail on or prior
to the Closing Date, of which (i) an amount equal to not less than $81,352,308
in respect of Buffalo Lake shall have been deposited into the Opco Equity
Contribution Account; and (ii) an amount equal to not less than $74,905,344 in
respect of Pioneer Trail minus such net
proceeds of the TIF Indebtedness actually received by Pioneer Trail on or prior
to the Closing Date shall have been contributed as equity contributions to
Pioneer Trail.  All such contributions and proceeds in respect of
Pioneer Trail have been applied to the payment of Project Costs or deposited
into the Pioneer Construction Account.  On the Closing Date the entire
remaining balance of cash contributions in the Construction Account to which the
initial Construction Loan relates shall be applied to the payment of Project
Costs along with the proceeds of such initial Construction Loan.

     

    (ii)           The
Sponsor shall have made in-kind equity contributions to BFE Holdings in respect
of the Voting Stock acquired by Cargill in an amount reasonably valued to be not
greater than $2,000,000, which in-kind equity contributions shall have been
contributed by BFE Holdings to Opco and further contributed by Opco to Pioneer
Trail and Buffalo Lake as the case may be.

     

    (iii)          Cargill
shall have made cash and in-kind equity contribution to the Sponsor with the
total amount of not less than $9,500,000, which shall be contributed by Sponsor
to BFE Holdings for onward contribution to the Borrowers as Equity Contributions
and which at all times shall be subject to the terms and conditions set forth
herein.

     

    
      
        
        

      

      
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    (d)           Charter
Documents.  Each Lender shall have received the following
documents, each certified as indicated below:

     

    (i)           a
copy of the Charter Documents of each of the Borrowers, BFE Holdings and the
Sponsor as in effect on the Closing Date, certified by the Secretary of the
State of formation or incorporation of such Person, and a certificate, where
available, as to the good standing of and payment of franchise taxes by such
Person from the Secretary of the State of formation or incorporation of such
Person, dated as of a date no earlier than 10 days prior to the Closing Date;
and

     

    (ii)           a
certificate of an Authorized Officer of each of the Borrowers, BFE Holdings and
the Sponsor, dated the Closing Date, certifying (A) that attached thereto is a
true and complete copy of the Charter Documents of such Person, as in effect at
all times from the date on which the resolutions referred to in clause (B) below
were adopted to and including the date of such certificate, (B) that attached
thereto is a true and complete copy of resolutions duly adopted by the board of
directors (or other equivalent body) or evidence of all partnership, limited
liability company or corporate action, as the case may be, of such Person,
authorizing the execution, delivery and performance of the Transaction Documents
to which such Person is or is intended to be a party, and that such resolutions
have not been modified, rescinded or amended and are in full force and effect,
and (C) as to the name, incumbency and specimen signature of each officer of
such Person executing the Financing Documents to which such Person is intended
to be a party and each other document to be delivered by such Person from time
to time in connection therewith (and the Secured Parties may conclusively rely
on such certificate until the Administrative Agent receives a replacement
certificate in the form described in this clause (C) from such
Person).

     

    (e)           Independent Engineer’s
Report and Market Consultants’ Report.

     

    (i)           Each
Lender shall have received a report of the Independent Engineer, dated as of
July 27, 2006, as to such matters with respect to the Project as the
Administrative Agent shall reasonably request, including the technical and
economic feasibility of each Plant, the ability of such Plant to meet regulatory
and contractual requirements, the status of all Necessary Governmental Approvals
for such Plant, the reasonableness of the Construction Budget, the operating
performance assumptions, the engineering design of the Project, and the adequacy
and appropriateness of the Performance Tests, the Performance Guarantees, the
Payment and Performance Bonds, the EPC Contracts, the O&M Agreements and
such other Project Documents as the Administrative Agent shall reasonably
request.

     

    (ii)           Each
Lender shall have received reports of the Ethanol Market Consultant and
Distillers Grains Market Consultant, each of which shall be dated June 2006, as
to such matters with respect to the Project as the Administrative Agent shall
reasonably request, including the agricultural industry and the ethanol
market.

     

    
      
        
        

      

      
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    (f)           Governmental
Approvals.  Each Lender shall have received originals (or
copies certified by an Authorized Officer of each of the Borrowers to be true
and complete copies) of all Necessary Governmental Approvals (other than the
Necessary Governmental Approvals relating to the construction, installation,
operation and maintenance of the Plant that is not the subject of the initial
Construction Loans) and, if requested, certified copies of all applications made
for such Governmental Approvals and all material correspondence received or sent
in respect of such applications; provided that with
respect to Governmental Approvals which cannot be obtained on or prior to the
Closing Date in the exercise of reasonable diligence (but which are routinely
obtainable and can be obtained at a later stage of construction, after
completion of certain operations testing or after a period of operations), the
Lenders shall have received satisfactory assurances that such Governmental
Approvals will be obtained by the time when needed in connection with the
construction or operation of the Project.

     

    (g)           Filings, Registrations and
Recordings.  The Administrative Agent shall have received a UCC
report as of a date no less recent than seven (7) Business Days before the
Closing Date, listing all effective financing statements that name any Borrower
or BFE Holdings as “Debtor” and that are filed in the State of Delaware,
Minnesota or Nebraska, together with copies of such financing
statements.  Any document required to be filed, registered, notarized
or recorded in order to create and perfect the Security Interests as first
priority Liens shall have been properly filed, registered, notarized or recorded
in each office in each jurisdiction in which such filings, registrations,
notarizations and recordations are required, and any other action required in
the judgment of the Collateral Agent (acting on instructions of Administrative
Agent) to perfect such Security Interests as such first priority Liens
(including delivery of possession of any original instrument or other documents
or the grant of “control” within the meaning of the Uniform Commercial Code to
the Collateral Agent) shall have been effected, and the Collateral Agent (on
behalf of the Administrative Agent) shall have received acknowledgment copies or
other evidence satisfactory to it that all necessary filing, notarization,
recording and other fees and all taxes and expenses related to such filings,
notarizations, registrations and recordings have been paid in full.

     

    (h)           Pledge
Agreements.  Each Lender shall have received evidence
satisfactory to such Lender that the Pledged Securities required to be delivered
to the Collateral Agent pursuant to each Pledge Agreement, together with such
other documents as are necessary to perfect the interests of the Secured Parties
in and to the Collateral covered thereby with the priority contemplated therefor
by each Pledge Agreement have been delivered.

     

    (i)           BFE Holdings
Certificates.  Each Lender shall have received a certificate
signed by an Authorized Officer of BFE Holdings, dated the Closing Date, to the
effect that (i) the representations and warranties of BFE Holdings set forth in
the Transaction Documents are true and correct in all material respects on and
as of such date as if made on and as of such date (or, if stated to have been
made solely as of an earlier date, were true and correct as of such earlier
date) and (ii) BFE Holdings is in compliance with in all material respects all
of its agreements contained in any Transaction Document to which it is a
party.

     

    (j)           Sponsor
Certificates.  Each Lender shall have received a certificate
signed by an Authorized Officer of the Sponsor, dated the Closing Date, to the
effect that (i) the representations and warranties of the Sponsor set forth in
the Transaction Documents are true and correct in all material respects on and
as of such date as if made on and as of such date (or, if stated to have been
made solely as of an earlier date, were true and correct as of such earlier
date) and (ii) the Sponsor is in compliance with in all material respects all of
its agreements contained in any Transaction Document to which it is a
party.

     

    
      
        
        

      

      
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    (k)      
    Financial Information,
etc.

     

    (i)           Each
Lender shall have received copies of the most recent financial statements from
each of the Borrowers, BFE Holdings and the Sponsor, together with a certificate
from the chief financial officer or other Authorized Officer of such Person,
dated the Closing Date, to the effect that, to the best of such officer’s
knowledge, (A) such financial statements are true, complete and correct in all
material respects and (B) there has been no material adverse change in the
financial condition, operations, Properties, business or prospects of such
Person since the date of such financial statements.

     

    (ii)           To
the extent that such other financial, business and other information regarding
the Project Participants is obtainable by any Borrower upon the exercise of its
reasonable efforts, each Lender shall have received such information regarding
the Project Participants as each such Lender shall have reasonably
requested.

     

    (l)       
    Base Case
Projections.  Each Lender shall have received the Base Case
Projections, which shall project (x) an average Historical Debt Service Coverage
Ratio for the period covered thereby commencing on June 30, 2008 of not less
than 7.00:1.00, and a minimum Historical Debt Service Coverage Ratio for each
full Operating Year during such period of not less than 4.50:1.00, and (y) a
Ratio of Debt to Total Project Costs of no more than 0.60:1.00 at all
times.

     

    (m)      
   Process
Agent.  Each Lender shall have received a copy of a letter from
CT Corporation System accepting its appointment as process agent in New York for
each of the Borrowers and BFE Holdings, in substantially the form of Exhibit C
hereto.

     

    (n)       
   Legal
Opinions.  Each of the Secured Parties shall have received
original counterparts of the following legal opinions, which legal opinions
shall be dated the Closing Date and addressed to each such Secured
Party:

     

    (i)           A
legal opinion of Chadbourne & Parke LLP, special New York counsel to the
Borrowers, BFE Holdings and the Sponsor, in form, scope and substance
satisfactory to each Secured Party.

     

    (ii)      
   A legal opinion of McGrath North Mullin & Kratz, PC LLO,
special Nebraska counsel to Borrowers, BFE Holdings and the Sponsor, in form,
scope and substance satisfactory to each Secured Party.

     

    (iii)         A
legal opinion of Dorsey & Whitney LLP, special Minnesota counsel to the
Borrowers, BFE Holdings and the Sponsor, in form, scope and substance
satisfactory to each Secured Party.

     

    
      
        
        

      

      
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    (iv)        An
opinion of Akin Gump Strauss Hauer & Feld LLP, counsel to Subordinated
Lenders (other than Third Point Management Company, LLC, Daniel S. Loeb,
Lawrence J. Bernstein and Todd Q. Swanson) and Greenlight APE, LLC, as agent of
the Subordinated Lenders, in form, scope and substance satisfactory to each
Secured Party.

     

    (v)         An
opinion of Willkie Farr
& Gallagher LLP, counsel to Third Point Management Company, LLC,
Daniel S. Loeb, Lawrence J. Bernstein and Todd Q. Swanson, as Subordinated
Lenders, in form, scope and substance satisfactory to each Secured
Party.

     

    (vi)        An
opinion of Bingham McCutchen LLP, counsel to the Collateral Agent, in form,
scope and substance and given by counsel satisfactory to each Secured
Party.

     

    (o)          Environmental
Matters.  (i)  Each Lender shall have received an
environmental report with respect to the Project, which shall be dated June
2006, prepared by the Independent Engineer, with such scope as the
Administrative Agent shall have requested.

     

    (ii)       
  Each Lender shall have received an Environmental Site Assessment
Report with respect to each Plant.

     

    (iii)         Each
Lender shall have received an Environmental Site Assessment Report with respect
to the real property which is the subject of the Buffalo Lake Grain Facility
Lease and the Pioneer Lake Grain Facility Lease.

     

    (p)          Acquisition of the
Land.  (i)  Buffalo Lake shall have (A) acquired fee
simple title of the Buffalo Lake Land (other than the portion of Buffalo Lake
Land as referred to in the Buffalo Lake Grain Facility Lease), free and clear of
all Liens (other than the Liens permitted under Sections 5.12(a), (c) and (e)),
pursuant to: (1) the Option to Purchase Agreement dated August 25, 2005 by and
between Kathleen M. Mosloski, Trustee of the Blossom Mary Spencer Irrevocable
Trust dated December 31, 1996, and Kathleen M. Mosloski, Trustee of the James
Bernard Spencer Irrevocable Trust dated December 31, 1996 (collectively “Spencer”) and Cargill
as assigned in the Assignment and Assumption of Option to Purchase Agreement
dated June 30, 2006, by and between Cargill and Spencer; as subsequently amended
and assigned in the Amendment, Assignment, Assumption and Termination of Option
to Purchase Agreement dated June 30, 2006, by and between Spencer, Cargill and
Buffalo Lake; (2) the Option to Purchase Agreement dated September 7, 2005, by
and between Dorie J. Schwieger, a single person, and Dorie J. Schwieger, as
personal representative of the Estate of Robert A. Schwieger and Cargill, as
assigned in the Assignment and Assumption of Option to Purchase Agreement dated
June 30, 2006, by and between Cargill and BioFuel Energy, LLC, as further
assigned in the Assignment and Assumption of Option to Purchase Agreement, dated
August 2, 2006, by and between BioFuel Energy, LLC and Buffalo Lake; (3) the
Option Agreement dated January 23, 2006, by and between CHS, Inc. and Cargill,
as amended pursuant to the Amendment to Option Agreement, dated February 24,
2006, by and between CHS, Inc. and Cargill, as assigned in the Assignment and
Assumption of Option Agreement, dated September 13, 2006, by and between Cargill
and Buffalo Lake; and (4) a Development Contract dated September 23, 2005, by
and between the Fairmont Economic Development Authority, the City of Fairmont
and Buffalo Lake (collectively, the “Buffalo Lake Land Purchase
Agreements”); and shall have caused the Buffalo Lake Mortgage(s) to be
duly registered or recorded in accordance with applicable Laws; and (B) acquired
a leasehold interest in certain portion of Buffalo Lake Land as referred to in
the Buffalo Lake Grain Facility Lease, free and clear of all Liens (other than
the Liens permitted under Sections 5.12(a), (c) and (e) hereof).

     

    
      
        
        

      

      
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    (ii)          Pioneer
Trail shall have (A) acquired fee simple title of the Pioneer Trail Land (other
than the portion of Pioneer Trail Land as referred to in the Pioneer Trail Grain
Facility Lease) pursuant to: (1) the Sale and Purchase of Property Agreement
dated July 5, 2006, by and among Four-M Ltd. and Arlene Mettinbrink Life Estate
and Pioneer Trail and (2) the Contribution Agreement to be entered into prior to
Closing Date by and between Cargill and Pioneer Trail in form and substance
satisfactory to the Administrative Agent and each Lender (collectively, the
“Pioneer Trail Land
Purchase Agreements”); (B) acquired a leasehold interest in certain
portion of Pioneer Trail Land as referred to in the Pioneer Trail Grain Facility
Lease; and (C) acquired a negative easement and/or restrictive covenant interest
in the groundwater and surface water rights appurtenant to the portion of the
Pioneer Trail Land as referred to in the Pioneer Trail Water Rights Deed to be
entered into prior to the Closing Date by and between Leisingers and Pioneer
Trail, in form and substance satisfactory to the Administrative Agent and each
Lender, in each case, free and clear of all Liens (other than the Liens
permitted under Sections 5.12(a), (c) and (e) hereof).

     

    (q)          Title Insurance;
Survey.  (i)  Buffalo Lake shall have obtained (x) a
mortgage policy of title insurance issued by First American Title Insurance
Company, in favor of the Collateral Agent for the benefit of the Secured
Parties, together with such endorsements as are reasonably requested by the
Administrative Agent, in each case in form and substance satisfactory to the
Administrative Agent, in an amount not less than $109,332,147.25, that shall (A)
insure the validity and priority of the Lien created under the Buffalo Lake
Mortgage, (B) contain a pending disbursement provision satisfactory to the
Administrative Agent and (C) be accompanied by such reinsurance agreements
as may be reasonably requested by the Administrative Agent (the “Buffalo Lake Title Insurance
Policy”); and (y) an ALTA/ACSM survey of recent date of the Buffalo Lake
Land, certified to the Collateral Agent, the Title Insurance Company and Buffalo
Lake, which survey shall be in form and substance satisfactory to the
Administrative Agent and the Title Insurance Company, and shall show (A) as to
the Buffalo Lake Plant site, the exact location and dimensions thereof,
including the location of all means of access thereto and all easements relating
thereto and (B) that the location of the Buffalo Lake Plant does not encroach on
or interfere with adjacent property or existing easements or other rights
(whether on, above or below ground) that can be located or plotted on the
survey, and that there are no other survey defects that are material in nature;
and (C)  no easements, rights-of-way or encumbrances, other than
Permitted Liens.

     

    
      
        
        

      

      
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    (ii)          Pioneer
Trail shall have obtained (x) a mortgage policy of title insurance issued by
First American Title Insurance Company, in favor of the Collateral Agent for the
benefit of the Secured Parties, together with such endorsements as are
reasonably requested by the Administrative Agent, in each case in form and
substance satisfactory to the Administrative Agent, in an amount not less than
$100,667,852.75, that shall (A) insure the validity and priority of the Lien
created under the Pioneer Trail Mortgage (except for the lien created on the
negative easement and/or restrictive covenant interest in the groundwater and
surface water rights appurtenant to the portion of the Pioneer Trail Land as
referred to in the Pioneer Trail Water Rights Deed) and (B) contain a pending
disbursement provision satisfactory to the Administrative Agent and (C) be
accompanied by such reinsurance agreements as may be reasonably requested by the
Administrative Agent (the “Pioneer Trail Title
Insurance Policy”); and (y) an ALTA/ACSM survey of recent date of the
Pioneer Trail Land, certified to the Collateral Agent, the Title Insurance
Company and Pioneer Trail, which survey shall be in form and substance
satisfactory to the Administrative Agent and the Title Insurance Company, and
shall show (A) as to the Pioneer Trail Plant site, the exact location and
dimensions thereof, including the location of all means of access thereto and
all easements relating thereto and (B) that the location of the Pioneer
Trail Plant does not encroach on or interfere with adjacent property or existing
easements or other rights (whether on, above or below ground) that can be
located or plotted on the survey, and that there are no other survey defects
that are material in nature; and (C)  no easements, rights-of-way or
encumbrances, other than Permitted Liens.

     

    (r)           Fees.  (i)  On
the date hereof, the Sponsor and the Borrowers shall have paid all fees, costs
and charges payable by them under the Fee Letters; (ii) on the date hereof the
Borrowers shall have paid, or made arrangements satisfactory to the
Administrative Agent to pay, all the other fees, costs and charges payable by
them under all the other Financing Documents, including the initial fees payable
by Borrowers in connection with Mezzanine Debt, on or prior to the Closing
Date.

     

    (s)           Mezzanine Debt
Documents.  Each of the Mezzanine Debt Documents shall have
been executed and delivered by each of the parties thereto.

     

    (t)           Information
Memorandum.  An Authorized Officer of each of the Borrowers
shall have certified that the Information Memorandum is true, complete and
accurate in all material respects in accordance with the requirements of Section
4.19.

     

    (u)           “Know Your Customer”
Requirements.  Each of the Lenders and the Agents shall have
received at least five (5) Business Days prior to the Signing Date all
documentation and other information required by bank regulatory authorities
under applicable “know your customer” and anti-money-laundering rules and
regulations, including the Patriot Act.

     

    (v)           Commencement of
Work.  Pioneer Trail shall have duly authorized and executed a
Notice of Commencement in recordable form with respect to the Pioneer Trail Land
upon which the Pioneer Trail Plant will be located, prepared in accordance with
the requirements of Nebraska Revised Statutes Section 52-145, and the EPC
Contractor shall have commenced work under the Pioneer Trail EPC
Contract.

     

    3.2           Conditions to First
Borrowing for Each Plant.  In addition to the conditions set
forth in Section 3.1, the obligation of any Lender to make its initial Buffalo
Lake Construction Loan or its initial Pioneer Trail Construction Loan, as the
case may be, shall be subject to the conditions precedent that each Lender shall
have received, or shall have waived receipt of by a written instrument signed by
such Lender, the following, each of which shall be in form and substance
satisfactory to each Lender, and that the other conditions set forth below in
this Section 3.2 shall have been satisfied or waived by each Lender by a written
instrument signed by each Lender:

     

    
      
        
        

      

      
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    (a)           Transaction
Documents.  (i)  Each of the Buffalo Lake Project
Documents or the Pioneer Trail Project Documents, as the case may be, in respect
of the Plant to which such initial Disbursement of such Construction Loan
relates (other than (A) the Project Documents delivered to the Lenders pursuant
to Section 3.1(i)1.); (B) the O&M Agreements provided that forms
of the O&M Agreements, in form and substance satisfactory to the
Administrative Agent and each Lender, shall be delivered by the Borrowers’ Agent
to the Administrative Agent prior to the initial Disbursement of the Buffalo
Lake Construction Loans or Pioneer Trail Construction Loans, as the case may be;
and (C) any Additional Project Documents not then in existence) shall have been
duly authorized, executed and delivered by each party thereto.  Each
Lender shall have received an original of each such Project Document to which it
is a party (other than the Notes) executed by all parties thereto.

     

    (ii)           Each
Lender shall have received a certificate of an Authorized Officer of each of the
Borrowers, dated the date of initial Disbursement of such Construction Loan,
certifying that (A) each such Borrower is not in default in the performance,
observance or fulfillment of any of its material obligations, covenants or
conditions contained in any of the Project Documents to which it is a party and,
to the best of such Borrower’s knowledge, no Project Participant is in default
in the performance, observance or fulfillment of any of its material
obligations, covenants or conditions contained therein, (B) each such Project
Document is in full force and effect, (C) the copy of each Project Document
delivered to the Lenders pursuant to Section 3.2(a)(i) is true, correct and
complete and (D) except as delivered to the Lenders pursuant to Sections
3.1(a)(i) and 3.2(a)(i), there are no agreements, side letters or other
documents to which any Borrower is a party which have the effect of modifying or
supplementing in any respect any of the respective rights or obligations of the
Borrowers or any Project Participant under any of such Project
Documents.

     

    (b)           No Funding of Project Cost
Overruns.  On the date of the initial Disbursement of the
Buffalo Lake Construction Loan, the Administrative Agent shall have received (i)
a certificate of an Authorized Officer of the Borrowers’ Agent, together with
all necessary supporting information, certifying that the Pioneer Trail Project
Costs paid for by means of funds transferred from the Opco Equity Contribution
Account pursuant to the Account Agreement are not in excess of the amounts set
forth in respect of such Pioneer Trail Project Costs in the Construction Budget
and (ii) a certificate of the Independent Engineer confirming such certificate
of the Borrowers’ Agent.  On the date of the initial Disbursement of
the Buffalo Lake Construction Loan, the entire remaining balance of cash
contributions in the Opco Equity Contribution Account shall be transferred into
the Buffalo Lake Construction Account and applied to the payment of Project
Costs along with the proceeds of such initial Buffalo Lake Construction
Loan.

     

    (c)           Insurance.  Insurance
complying with the provisions of Section 5.9 hereof shall be in full force and
effect, and each Lender shall have received a binder or certificates signed by
the insurer or a broker authorized to bind the insurer with respect to each
policy of insurance required to be in effect pursuant to Section 5.9 hereof
evidencing such insurance (including the designation of the Collateral Agent as
loss payee thereunder to the extent required by Section 5.9 hereof). The EPC
Contractor shall have provided evidence satisfactory to each Lender that
insurance required to be provided by the EPC Contractor in accordance with the
provisions of the EPC Contract to which such initial Disbursement of the
Construction Loan relates shall be in full force and effect.  In
addition, each Lender shall have received a report from the Insurance Advisor as
to such matters regarding the insurance coverage maintained with respect to the
Project (including insurance required to be maintained by the EPC Contractor) as
the Administrative Agent shall reasonably request, and a certificate from the
Insurance Advisor dated the date of initial Disbursement of such Construction
Loan, certifying that all insurance policies required to be maintained (or
caused to be maintained) by the Borrowers pursuant to Section 5.9 hereof have
been obtained and are in full force and effect on the date of initial
Disbursement of such Construction Loan, and such insurance policies comply in
all respects with the requirements of Section 5.9 hereof.

     

    
      
        
        

      

      
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    (d)           Independent Engineer’s
“Bring Down”. Each Lender shall have received a “bring down” from the
Independent Engineer, which shall be dated as of a date which is no more than
thirty (30) days prior to the date of such initial Disbursement of such
Construction Loan, with respect to the report from the Independent Engineer
provided pursuant to Section 3.1(e)(i).

     

    (e)           Governmental
Approvals.  Each Lender shall have received originals (or
copies certified by an Authorized Officer of the Borrowers’ Agent to be true and
complete copies) of all Necessary Governmental Approvals relating to or
affecting the Plant which is the subject of such initial Disbursement of such
Construction Loan and, if requested, certified copies of all applications made
for such Governmental Approvals and all material correspondence received or sent
in respect of such applications; provided that with
respect to Governmental Approvals which cannot be obtained on or prior to the
date of initial Disbursement of such Construction Loan in the exercise of
reasonable diligence (but which are routinely obtainable and can be obtained at
a later stage of construction, after completion of certain operations testing or
after a period of operations), the Lenders shall have received satisfactory
assurances that such Governmental Approvals will be obtained by the time when
needed in connection with the construction or operation of the
Project.  Notwithstanding the foregoing, the Lender shall have
received copies of each of the Necessary Governmental Approvals set forth on
Schedule 3.2(e) relating to or affecting the Plant which is the subject of such
initial Disbursement of such Construction Loans, and each such approval shall
have been duly obtained and shall be final, non-appealable and in full force and
effect.

     

    (f)           Borrowers’
Certificate.  Each Lender shall have received an original
counterpart of a certificate of an Authorized Officer of each of the Borrowers,
dated the date of such initial Disbursement of such Construction Loan, to the
effect that: (i) the representations and warranties of such Borrower contained
in Section 4 hereof and the representations and warranties of the Borrowers
contained in each of the other Financing Documents to which the Borrowers is a
party are true and correct in all material respects on and as of such date as if
made on and as of such date (or, if stated to have been made solely as of an
earlier date, were true and correct as of such earlier date), (ii) all Financing
Documents are in full force and effect under the terms and conditions set forth
in such Financing Documents and (iii) no Default or Event of Default has
occurred and is continuing.

     

    (g)           Cargill
Certificates.  Each Lender shall have received a certificate
signed by an Authorized Officer of Cargill, dated the date of such initial
Disbursement of such Construction Loan, to the effect that (i) the
representations and warranties of Cargill set forth in the Transaction Documents
are true and correct in all material respects on and as of such date as if made
on and as of such date (or, if stated to have been made solely as of an earlier
date, were true and correct as of such earlier date) and (ii) Cargill is in
compliance with in all material respects all of its agreements contained in any
Transaction Document to which it is a party.

     

    
      
        
        

      

      
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    (h)          EPC Contractor
Certificates.  Each Lender shall have received a certificate
signed by an Authorized Officer of the EPC Contractor, dated the date of such
initial Disbursement of such Construction Loan, to the effect that (i) the
representations and warranties of the EPC Contractor set forth in the
Transaction Documents are true and correct in all material respects on and as of
such date as if made on and as of such date (or, if stated to have been made
solely as of an earlier date, were true and correct as of such earlier date) and
(ii) the EPC Contractor is in compliance with in all material respects all of
its agreements contained in any Transaction Document to which it is a
party.

     

    (i)           Delta-T
Certificates.  Each Lender shall have received a certificate
signed by an Authorized Officer of Delta-T, dated the date of such initial
Disbursement of such Construction Loan, to the effect that (i) the
representations and warranties of Delta-T set forth in the Transaction Documents
are true and correct in all material respects on and as of such date as if made
on and as of such date (or, if stated to have been made solely as of an earlier
date, were true and correct as of such earlier date) and (ii) Delta-T is in
compliance with in all material respects all of its agreements contained in any
Transaction Document to which it is a party.

     

    (j)           Intentionally
Omitted.

     

    (k)          Construction
Budget.  Each Lender shall have received the Construction
Budget relating to the Plant to which such initial Disbursement of such
Construction Loan relates.

     

    (l)           Utilities.  Each
Lender shall have received an original counterpart of a certificate of an
Authorized Officer of each of the Borrowers, dated the date of such initial
Disbursement of such Construction Loan, to the effect that all utility services
necessary for the construction and operation of the Plant to which such initial
Disbursement of such Construction Loan relates (including, without limitation,
gas, potable and raw water supply, storm, electric, telephone and sewage
services and facilities) have been committed to such Plant (with a true copy of
binding agreements (if any) which evidence the same) by appropriate utilities,
authorities or other Persons, or are otherwise available to the relevant
Borrower in the ordinary course of business, in each case on terms consistent
with those reflected in the relevant Construction Budget and the Base Case
Projections.

     

    (m)         Legal
Opinions.  Each of the Secured Parties shall have received
original counterparts of the following legal opinions, which legal opinions
shall be dated the date of such initial Disbursement of such Construction Loan
and addressed to each such Secured Party:

     

    (i)           A
legal opinion of Chadbourne & Parke LLP, special New York counsel to the
Borrowers, BFE Holdings and the Sponsor, in form, scope and substance
satisfactory to each Secured Party.

     

    
      
        
        

      

      
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    (ii)          A
legal opinion of McGrath North Mullin & Kratz, PC LLO, special Nebraska
counsel to the Borrowers, BFE Holdings and the Sponsor, in form, scope and
substance satisfactory to each Secured Party.

     

    (iii)         A
legal opinion of Dorsey & Whitney LLP, special Minnesota counsel to the
Borrowers, BFE Holdings and the Sponsor, in form, scope and substance
satisfactory to each Secured Party.

     

    (iv)        Opinion(s)
of counsel(s) to each of Delta-T, each of which opinions shall be in form, scope
and substance and given by counsel satisfactory to each Secured
Party.

     

    (v)         An
opinion of counsel to the EPC Contractor, in form, scope and substance and given
by counsel satisfactory to each Secured Party.

     

    (vi)        An
opinion of counsel to Cargill, in form, scope and
substance and given by counsel satisfactory to each Secured Party.

     

    (vii)       With
respect to the initial Construction Loan relating to Pioneer Trail, the opinion
specified in Section 5.13(d) relating to the TIF Indebtedness.

     

    (viii)       With
respect to Pioneer Trail, an opinion of special counsel to the Borrowers in
Nebraska relating to water allocation, which opinion shall be in form, scope and
substance and given by counsel satisfactory to each Secured Party.

     

    (n)           Intentionally
Omitted.

     

    (o)           Rail
Interconnection.  Each Lender has received evidence that the
Borrowers have made rail interconnections and other arrangements with the
Railroad as are necessary for the construction and operation of the Plant which
is the subject of such initial Construction Loan.

     

    (p)           Commencement of
Work.  Each Lender shall have received evidence that the EPC
Contractor shall have received and accepted the “Notice to Proceed” (as defined
in the Pioneer Trail EPC Contract) and the “Notice to Proceed” (as defined in
the Buffalo Lake EPC Contract) relating to the Plant to which such initial
Disbursement of such Construction Loan relates.

     

    (q)           Environmental
Matters.  (i)  Each Lender shall have received a
“bring down” from the Independent Engineer, which shall be dated as of a date
which is no more than thirty (30) days prior to the date of such initial
Construction Loan, with respect to the report relating to environmental matters
from the Independent Engineer provided pursuant to Section
3.1(o)(i).

     

    (ii)      
   The Plant which is the subject of such initial Construction
Loan and such Project’s design and operation shall be in compliance with all
applicable Environmental Laws in all material respects.

     

    
      
        
        

      

      
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    (iii)         Each
Lender shall have received a “bring down” and reliance letter, such “bringdown”
and reliance letter shall be dated as of a date which is no more than thirty
(30) days prior to the date of such initial Construction Loan, relating to the
Environmental Site Assessment Report with respect to the Plant which is the
subject of such initial Construction Loan provided pursuant to Section
3.1(o)(ii).

     

    (iv)        Each
Lender shall have received a “bring down” and reliance letter, such “bringdown”
and reliance letter shall be dated as of a date which is no more than thirty
(30) days prior to the date of such initial Construction Loan, relating to the
Environmental Site Assessment Report with respect to, as applicable, the real
property which is the subject of the Buffalo Lake Grain Facility Lease and the
Pioneer Lake Grain Facility Lease provided pursuant to Section
3.1(o)(iii).

     

    (r)           Material Adverse
Effect.  No event, occurrence or condition that has had, or
would reasonably be expected to have, a Material Adverse Effect shall have
occurred and be continuing.

     

    (s)           Lien
Searches.  The Administrative Agent shall have received
completed requests for information or lien search reports, dated no more than
seven (7) Business Days before the date of such Borrowing, listing all effective
UCC financing statements, fixture filings or other filings evidencing a security
interest filed in Delaware or the jurisdiction where the Plant for which such
Borrowing is requested is located, and any other jurisdictions requested by the
Administrative Agent that name any Borrower or BFE Holdings as a debtor,
together with copies of each such UCC financing statement, fixture filing or
other filings.

     

    (t)           Confirmation of Conditions
to First Disbursement.  The Administrative Agent shall have
received a duly executed certificate of an Authorized Officer of the Borrowers’
Agent certifying that the conditions set forth in Section 3.1 continue to be
satisfied as of the date of such Disbursement.

     

    (u)           Archaeological Artifacts and
Artificial Underground Objects or Constructions.  With respect
to Pioneer Trail Land only, the Administrative Agent shall have received a
certified copy of the letter from the State of Nebraska certifying that there is
no historical archaeological artifacts or artificial underground objects or
constructions in, on, underneath or adjacent to the Pioneer Trail Land which
could adversely impact the implementation schedule of the Pioneer Trail Plant in
accordance with the Pioneer Trail EPC Contract or could cause the cost to
Borrowers of implementation of the Pioneer Trail Plant to increase.

     

    3.3           Initial and Subsequent
Construction Loans.  The obligation of any Lender to make its
initial Construction Loan or any subsequent Construction Loan on any
Disbursement Date shall be subject to the conditions precedent that, both
immediately prior to the making of such initial Construction Loan and each such
subsequent Construction Loan and also after giving effect thereto, unless (x) in
the case of the initial Construction Loans, such condition is waived by each
Lender by a written instrument signed by each Lender, and (y) in the case of any
subsequent Construction Loan, such condition is waived by the Required Lenders
by a written instrument signed by the Required Lenders:

     

    
      
        
        

      

      
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    (a)           Construction Requisitions;
Notices of Borrowing.  (i)  Not less than three
Business Days prior to such Disbursement Date, the Administrative Agent shall
have received (A) a Construction Requisition executed and delivered by an
Authorized Officer of the Borrowers’ Agent in respect of the Disbursement of
Construction Loans to be made on such Disbursement Date in the form attached
hereto as Exhibit D-1 and (B) a certificate of the Independent Engineer in
respect of such proposed Disbursement in the form attached hereto as Exhibit
D-2, in each case containing no exceptions or qualifications which are
unsatisfactory to the Administrative Agent.

     

    (ii)   
      The Administrative Agent shall have received
a Notice of Borrowing pursuant to and in compliance with Section 2 in respect of
the Disbursement of Construction Loans on such Disbursement Date.

     

    (b)           Representations and
Warranties.  The representations and warranties of the
Borrowers contained in Section 4 hereof and the representations and warranties
of any Borrower contained in any other Financing Document to which any Borrower
is a party shall be true and correct in all material respects on and as of such
Disbursement Date as if made on and as of such date (or, if stated to have been
made solely as of an earlier date, were true and correct as of such
date).

     

    (c)           No
Default.  No Default or Event of Default shall have occurred
and be continuing (before or after giving effect to the requested
Disbursement).

     

    (d)           Governmental Approvals,
etc.  (i)  All Necessary Governmental Approvals which
were not obtained by any Borrower or any Project Participant prior to the
Closing Date but which under applicable Law are required to be obtained prior to
such Disbursement Date shall have been duly obtained and shall be final,
non-appealable and in full force and effect; (ii) there shall have been no
change in any applicable Law, and no issuance of any order, writ, injunction or
decree of any Governmental Authority or arbitral tribunal, which, in either such
case, would reasonably be expected to have a Material Adverse Effect; and (iii)
there shall have been no proposed change in or modification of any applicable
Law which is likely to be enacted and which if enacted could reasonably be
expected to have a Material Adverse Effect.

     

    (e)           Material Adverse
Effect.  From the date of the financial statements delivered
pursuant to Section 3.1(k) hereof (or, if later, from the last Disbursement
Date), no event, occurrence or condition that has had, or could reasonably be
expected to have, a Material Adverse Effect shall have occurred and be
continuing.

     

    (f)           Litigation.  No
legal or arbitral proceedings or investigations, or any proceedings by or before
any Governmental Authority, shall be pending or, to the best knowledge of any
Borrower, threatened against any Borrower or its Properties or rights or, to the
best knowledge of any Borrower, against any Project Participant or its
respective Properties or rights, which could reasonably be expected to have a
Material Adverse Effect.

     

    (g)           Construction
Budget.  Such Construction Loan shall be in accordance with the
Construction Budget.

     

    
      
        
        

      

      
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    (h)           Debt to Total Project Costs
Ratio.  The Administrative Agent shall have received, no later
than three Business Days prior to such Disbursement Date, a certificate from the
Borrowers’ Agent, dated as of the date of such Disbursement Date, demonstrating
that, after giving effect to the requested Disbursement, the Ratio of Debt to
Total Project Costs of the Borrowers shall not be greater than
0.60:1.00.

     

    (i)           Fees and
Expenses.  The Borrowers shall have paid or arranged for the
payment when due (including, to the extent permitted, arrangement for payment
out of Disbursements) of all fees, expenses and other charges payable by it on
or prior to such Disbursement Date under this Agreement or under any other
Financing Document.

     

    (j)           Title Policy
Endorsement.  The Administrative Agent shall have received a
“bring-down” endorsement to each Title Insurance Policy to the Disbursement Date
of such Construction Loans, insuring the continuing first priority of each
Mortgage (subject only to Permitted Liens) and otherwise in form and substance
satisfactory to the Administrative Agent.

     

    (k)           No
Liens.  Other than the Liens permitted under Section 5.12(a)
hereof, there shall not have been filed against or served upon any Borrower with
respect to the Project or any part thereof, notice of any Lien or claim of Lien
which has not been released by payment or bonding or otherwise or which will not
be released with the payment of the related obligation out of such Construction
Loans.

     

    (l)           Funds to Complete
Construction.  The undrawn Construction Loan Commitments plus
any amounts then on deposit in the relevant Construction Account (other than
Project Revenues deposited in such Construction Account, except to the extent
permitted to be applied to Project Costs pursuant to Section 5.21(g)) are
reasonably expected to be sufficient to cover the aggregate unpaid amount
required to cause the Project Completion Date to occur, in accordance with all
applicable requirements of Law and the EPC Contracts, prior to the end of the
relevant Construction Loan Availability Period and to pay or provide for all
anticipated non-construction costs, all as set forth in the Construction
Budget.

     

    (m)           Other
Documents.  The Administrative Agent shall have received such
other statements, certificates and documents as it may reasonably
request.

     

    The
acceptance of the proceeds of each Construction Loan shall constitute a
certification by each of the Borrowers to the Lenders confirming the
satisfaction of the conditions set forth in clauses (a) through (m) of this
Section 3.3 upon the making of such Construction Loan.

     

    3.4           The Conversion
Date.  The occurrence of the Conversion Date shall be subject
to the conditions precedent that the Administrative Agent shall have received,
or the Required Lenders shall have waived receipt (other than delivery of the
Term Notes as provided in this Section 3.4(a)) of by a written instrument signed
by the Required Lenders, the following, each of which shall be in form and
substance satisfactory to the Required Lenders, and that the other conditions
set forth below in this Section 3.4 shall have been satisfied or waived by the
Required Lenders by a written instrument signed by the Required
Lenders.  Each Term Note shall be delivered by the Borrowers to the
Administrative Agent.  As soon as practicable after the Conversion
Date, the Administrative Agent shall deliver the Term Notes received by it
pursuant to the preceding sentence to the respective payees
thereof.

     

    
      
        
        

      

      
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    (a)           Term
Notes.  Each Lender that has made a request therefor pursuant
to Section 2.7(b) shall have received original Term Notes in respect of the Term
Loans made or maintained by it, duly completed, executed and delivered by each
of the Borrowers, each of which shall (i) be dated the Conversion Date, (ii)
mature on the Term Loan Maturity Date and (iii) bear interest as provided in
Section 2.

     

    (b)           Insurance.  The
Administrative Agent shall have received a certified copy of the insurance
policies required by Section 5.9 hereof or certificates of insurance with
respect thereto, together with evidence of the payment of all premiums therefor,
and a certificate of the Insurance Advisor, certifying that insurance complying
with Section 5.9 hereof, covering the risks referred to therein, has been
obtained and is in full force and effect.

     

    (c)           Governmental
Approvals.  Except for those Necessary Governmental Approvals
identified on Part C to Schedule 4.6 as the Necessary Governmental Approvals
which are not required as of the Conversion Date and are not customarily
obtained until a later stage of operation of the relevant Plant, all Necessary
Governmental Approvals shall have been duly obtained, shall be final,
non-appealable and in full force and effect, and shall be free from conditions
or requirements the compliance with which could reasonably be expected to have a
Material Adverse Effect or which any of the Borrowers does not reasonably expect
to be able to satisfy, and each Lender shall have received a copy of each such
Necessary Governmental Approval not previously delivered to the Administrative
Agent on the Closing Date and an Officer’s Certificate certifying that the
conditions set forth in this Section 3.4(c) have been satisfied provided that with
respect to such Necessary Governmental Approvals identified on Part C to
Schedule 4.6, the Administrative Agent shall have received satisfactory
assurances that such Necessary Governmental Approvals will be obtained by the
time when needed in connection with the operation of the Project.

     

    (d)           Completion
Certificates.  The Administrative Agent shall have received
(i) an original executed counterpart of the Borrowers Completion
Certificate (the statements contained in which shall be true and correct in all
material respects) and (ii) an original executed counterpart of the Independent
Engineer Completion Certificate.

     

    (e)           Project Completion
Date.  The Project Completion Date shall have
occurred.

     

    (f)           Officer’s
Certificates.  The Administrative Agent shall have received an
original counterpart of an Officer’s Certificate, dated the Conversion Date, to
the effect that (i) the representations and warranties made by each of the
Borrowers in Section 4 hereof and the representations and warranties made by
each of the Borrowers in each of the other Financing Documents to which it is a
party are true and correct in all material respects on and as of the Conversion
Date with the same force and effect as if made on and as of such date (or, if
stated to have been made solely as of an earlier date, were true and correct as
of such date) and (ii) no Default or Event of Default has occurred and is
continuing on the Conversion Date.

     

    
      
        
        

      

      
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    (g)           Accounts.  The
Debt Service Reserve Account shall each have been fully funded to the extent
required under the Account Agreement, including the amount on deposit in or
standing to the credit of the Debt Service Reserve Account which shall be no
less than fifty percent (50%) of the Required Debt Service Reserve
Amount.

     

    (h)           Opinions.  The
Administrative Agent shall have received original counterparts of such
supplemental opinions of counsel to the Borrowers as the Administrative Agent
may reasonably request.

     

    (i)           Operating
Budget.  The Borrowers shall have adopted an Operating Budget
for the period from the Commercial Operation Date through the end of the first
Operating Year in accordance with Section 5.23(a).

     

    (j)           Material Adverse
Effect.  There shall exist no other circumstance, event or
condition which has had or could reasonably be expected to have a Material
Adverse Effect.

     

    (k)           Title Insurance;
Survey.  (i)  The Borrowers shall have delivered the
final “bring-down” endorsement to each Title Insurance Policy, in favor of the
Collateral Agent, for the benefit of the Secured Parties, together with such
endorsements as are reasonably required by the Administrative Agent, covering
the aggregate principal amount of the Loans to be outstanding on the Conversion
Date, in form and substance satisfactory to the Administrative Agent, and
insuring the continuing first priority of the Lien of the relevant Mortgage
(without a mechanics’ or materialmen’s exception), subject only to Permitted
Liens.

     

    (ii)           The
Borrowers shall have delivered to the Administrative Agent a final “as-built”
survey of the Buffalo Lake Land and the Pioneer Trails Land, certified to the
Collateral Agent, for the benefit of the Secured Parties, the Title Insurance
Company and the Borrowers, updated to within thirty (30) days of the Conversion
Date, showing the completed Project, which survey shall be in form and substance
satisfactory to the Administrative Agent and the Title Insurance Company, and
shall disclose no easements, rights-of-way or encumbrances, other than Permitted
Liens.

     

    (iii)         The
Borrowers shall have prepared and caused to be executed and recorded such
amendments to the Mortgages or other confirmatory documents as may have been
reasonably requested by the Administrative Agent in order to protect or confirm
the lien of the Mortgages on the Trust Property, as reflected in the final
survey delivered pursuant to this Section 3.4(k).

     

    (l)           No
Liens.  (i)  Except for Liens permitted by Sections
5.12(a), (b), (c), (d), (e) and (f), there shall not have been filed against or
served upon any of the Borrowers with respect to any Plant or the Project or any
part thereof notice of any Lien or claim of Lien which has not been released by
payment or bonding or otherwise or which will not be released with the payment
of the related obligation out of Construction Loans to be made on the Conversion
Date and (ii) all applicable filing periods for any such mechanics’ and/or
materialmen’s Liens shall have expired; provided, however that the
requirement referred to above in clause (ii) above shall not apply in the event
that the Title Insurance Policies delivered pursuant to Section 3.4 (k) above
insures against loss arising by reason of any mechanics or materialmen’s Lien
gaining priority over any Mortgage, and either (x) the Borrowers shall have
delivered to the Administrative Agent a bond or letter of credit or other
security acceptable to the Administrative Agent, in form and substance
reasonably satisfactory to the Administrative Agent, in the amount of all
payments owed to any contractor, subcontractor or any other Person performing
work on the Project pursuant to a Project Document as to whom the filing periods
for mechanics’ and materialmen’s Liens have not expired, or (y) all such
contractors, subcontractors and other Persons performing work on the Project
shall have signed lien releases in the respective forms attached to the relevant
Project Document or otherwise in form and substance reasonably acceptable to the
Administrative Agent.

     

    
      
        
        

      

      
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    (m)          No
Default.  No Default or Event of Default shall have occurred
and be continuing (before or after giving effect to the conversion of the
Construction Loans on the Conversion Date).

     

    (n)           Risk Management Policy and
Committee.  The Risk Management Policy shall have been adopted
by the board of managers of each of the Borrowers and approved by Administrative
Agent in accordance with Section 5.31 and the Risk Management Committee shall
have been appointed in accordance with the Risk Management Policy.

     

    (o)           Other
Documents.  The Administrative Agent shall have received
original counterparts of such other statements, certificates and documents as
the Administrative Agent may reasonably request.

     

    3.5           Working Capital Loans,
Letters of Credit.  The obligation of any Working Capital
Lender to make any Working Capital Loan shall and the obligation of each Letter
of Credit Issuer to issue Letters of Credit shall be subject to the conditions
precedent that, both immediately prior to the making of such Working Capital
Loan or the issuance of such Letter of Credit and also after giving effect
thereto, unless such condition is waived by the Working Capital Lenders by a
written instrument signed by the Working Capital Lenders:

     

    (a)           Notices of Borrowing; Letter
of Credit Requests.  The Administrative Agent shall have
received (i) a Notice of Borrowing pursuant to and in compliance with Section 2
in respect of the Disbursement of Working Capital Loans or (ii) a Letter of
Credit Request pursuant to and in compliance with Section 2 in respect of the
issuance of a Letter of Credit.

     

    (b)           Representations and
Warranties.  The representations and warranties of the
Borrowers contained in Section 4 hereof and the representations and warranties
of any Borrower contained in any other Financing Document to which any Borrower
is a party shall be true and correct in all material respects on and as of the
date of such Working Capital Loan or Letter of Credit as if made on and as of
such date (or, if stated to have been made solely as of an earlier date, were
true and correct as of such date).

     

    (c)           No
Default.  No Default or Event of Default shall have occurred
and be continuing.

     

    (d)           Reports.  No
later than three (3) Business Days before the date of any requested Working
Capital Loan or Letter of Credit, the Administrative Agent shall have received a
report from the Borrowers’ Agent, dated as of the date of the requested
Borrowing and certified by the Borrowers, setting forth the working capital
requirements to be funded by the requested Borrowing or Letter of
Credit.

     

    
      
        
        

      

      
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    (e)           Certificates.  The
Administrative Agent shall have received, no later than three (3) Business Days
before the date of the requested Borrowing or Letter of Credit, a certificate
from the Borrowers’ Agent, dated as of the date of the requested Borrowing,
demonstrating that (i) the sum of (x) the total outstanding principal amount of
Working Capital Loans plus (y) the
principal amount of the Letter of Credit Outstandings shall not exceed Five
Million Dollars ($5,000,000) during the period commencing on Mechanical
Completion of the earlier to occur of the Pioneer Trail Plant and the Buffalo
Lake Plant and ending on Provisional Acceptance of the such Plant or exceed Ten
Million Dollars ($10,000,000) during the period commencing on Provisional
Acceptance of the earlier to occur of the Pioneer Trail Plant and the Buffalo
Lake Plant and ending on the Conversion Date and (ii) all the Project Revenues
available to the Borrowers pursuant to the Account Agreement shall have been
fully utilized for working capital purposes by the Borrowers in respect of any
requested Borrowing or Letter of Credit prior to the Provisional Acceptance of
the earlier to occur of the Pioneer Trail Plant or the Buffalo Lake
Plant.

     

    (f)           Independent Engineer
Certificate.  In respect of any requested Borrowing or Letter
of Credit prior to the Provisional Acceptance of the earlier to occur of the
Pioneer Trail Plant or the Buffalo Lake Plant, the Administrative Agent shall
have received a certificate of the Independent Engineer in respect of such
requested Borrowing or Letter of Credit confirming that Mechanical Completion
for such Plant shall have occurred and the Independent Engineer has no reason to
believe that Provisional Acceptance for such Plant shall not occur within
forty-five (45) days after the Guaranteed Provisional Acceptance Completion Date
(as defined in the EPC Contract relating to such Plant).

     

    (g)           Material Adverse
Effect.  There shall exist no circumstance, event or condition
which has had or could reasonably be expected to have a Material Adverse
Effect.

     

    (h)           Litigation.  No
legal or arbitral proceedings or investigations, or any proceedings by or before
any Governmental Authority, shall be pending or to any Borrower’s best
knowledge, threatened against any Borrower or its Properties or rights or, to
the best knowledge of any Borrower, against any Project Participant or its
respective Properties or rights, which could reasonably be expected to have a
Material Adverse Effect.

     

    (i)           Fees and
Expenses.  The Borrowers shall have paid or arranged for the
payment when due (including, to the extent permitted, arrangement for payment
out of Disbursements) of all fees, expenses and other charges payable by it on
or prior to the date of such Working Capital Loan or Letter of Credit under this
Agreement or under any other Financing Document.

     

    (j)           No
Liens.  There shall not have been filed against or served upon
any Borrower with respect to the Project or any part thereof, notice of any Lien
or claim of Lien which has not been released by payment or bonding or
otherwise.

     

    
      
        
        

      

      
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      SECTION 4.

            	
              REPRESENTATIONS,
      WARRANTIES AND AGREEMENTS.

            


    

     

    In order
to induce each of the Lenders to enter into this Agreement and to make the Loans
and to issue (or participate in) the Letters of Credit, each Borrower makes the
following representations, warranties and agreements as of the date hereof and
as of any other date (or if stated to have been made solely as of an earlier
date, as of such earlier date) on which such representations, warranties and
agreements are stated to be made pursuant to any Financing Document or any other
document delivered thereunder, all of which shall survive the execution and
delivery of this Agreement and the Notes and the making and continuance of the
Loans and the issuance of the Letters of Credit:

     

    4.1           Organization.  Each
of the Borrowers is a limited liability company duly organized, validly existing
and in good standing under the laws of the State of Delaware.  Each of
the Borrowers is duly authorized and qualified to do business and is in good
standing in the State of Nebraska (in the case of Pioneer Trail) and the State
of Minnesota (in the case of Buffalo Lake) and each jurisdiction in which it
owns or leases Property or in which the conduct of its business requires it to
so qualify, except where the failure to so qualify could not have a Material
Adverse Effect.  Each of the Borrowers has the requisite limited
liability company power and authority to own or lease and operate its
Properties, to carry on its business (including with respect to the Project), to
borrow money, to create the Security Interests as contemplated by the Security
Documents to which it is a party and to execute, deliver and perform each
Transaction Document (including, without limitation, the Notes) to which it is
or will be a party.

     

    4.2           Authority and
Consents.  (a)  The execution, delivery and
performance by each Borrower of each Financing Document to which it is or will
be a party, and the transactions contemplated by the Financing Documents: (i)
have been duly authorized by all necessary limited liability company action
(including any necessary Member action); (ii) will not breach, contravene,
violate, conflict with or constitute a default under (A) any of its Charter
Documents, (B) any applicable Law or (C) any contract, loan, agreement,
indenture, mortgage, lease or other instrument to which it is a party or by
which it or any of its Properties may be bound or affected, including all
Governmental Approvals and the Transaction Documents; and (iii) except for the
Liens created by the Security Documents, will not result in or require the
creation or imposition of any Lien upon or with respect to any of the Properties
of such Borrower.

     

    (b)           Each
Financing Document (i) has been duly executed and delivered by the Borrower that
is a party thereto and (ii) when executed and delivered by each of the other
parties thereto will be the legal, valid and binding obligation of such
Borrower, enforceable against such Borrower in accordance with its terms, except
as the enforceability thereof may be limited by (A) applicable bankruptcy,
insolvency, moratorium or other similar Laws affecting the enforcement of
creditors’ rights generally and (B) the application of general principles of
equity (regardless of whether such enforceability is considered in a proceeding
at law or in equity).

     

    (c)           No
authorization, consent or approval of, or notice to or filing with, any
Governmental Authority or any other Person has been, is or will be required to
be obtained or made (i) for the due execution, delivery, recordation, filing or
performance by each Borrower of any of the Financing Documents to which it is a
party or any transaction contemplated by the Financing Documents, (ii) for the
grant by each Borrower, or the perfection and maintenance, of the Liens
contemplated by the Security Documents to which it is a party (including the
first priority nature thereof) or (iii) for the exercise by the Collateral Agent
or any other Secured Party of any of its rights under any Financing Document or
any remedies in respect of the Collateral pursuant to the Security Documents,
except for the authorizations, consents, approvals, notices and filings listed
on Schedule 4.2, all of which have been duly obtained, taken, given or made and
are in full force and effect.

     

    
      
        
        

      

      
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    4.3           Capitalization;
Indebtedness; Investments.  (a)  Schedule 4.3(i)
contains a true and complete list of all of the authorized and outstanding LLC
Interests of each Borrower by class, all commitments by the Members to make
capital contributions to such Borrower and all capital contributions previously
made by the Members to such Borrower.  All of the LLC Interests of
each Borrower have been duly authorized and validly issued and are fully paid
and nonassessable.  None of such LLC Interests have been issued in
violation of any applicable Law.  Except as set forth in Schedule
4.3a., each Borrower is not a party or subject to, does not have outstanding and
is not bound by, any subscriptions, options, warrants, calls, agreements,
preemptive rights, acquisition rights, redemption rights or any other rights or
claims of any character that restrict the transfer of, require the issuance of,
or otherwise relate to any shares of its LLC Interests.  The LLC
Interests of each Borrower are owned beneficially and of record by the Persons
set forth in Schedule 4.3(a). Except for the Liens created by the Pledge
Agreements, there is no Lien on any of the LLC Interests of any Borrower, and no
Borrower has been notified of the assignment of all or any part of the Members’
Investments in such Borrower other than the assignment in favor of the
Collateral Agent pursuant to the Pledge Agreements.

     

    (b)           As
of the Closing Date, (i) no Borrower has any Indebtedness of any nature, whether
due or to become due, absolute, contingent or otherwise other than Indebtedness
permitted by Section 5.13, and (ii) no Borrower holds any Investments other than
Investments permitted by Section 5.15.

     

    4.4           Financial
Condition.

     

    (a)           The
Borrowers’ Agent has delivered to the Administrative Agent the following
financial statements, each of which has been certified by the principal
financial officer of the Borrowers’ Agent, the audited (if available) or
otherwise unaudited consolidated financial statements of the Sponsor as at and
for the period ended on June 30, 2006 prepared in accordance with GAAP. Such
financial statements fairly present the financial condition of the Sponsor as at
such dates and the results of its operations for the periods ended on such
dates, subject, in the case of interim statements, to normal year-end audit
adjustments.

     

    (b)           No
Borrower has any material outstanding obligations or liabilities, fixed or
contingent, except as disclosed in the financial statements described in (a)
above.  Since the date of the last audited financial statements
described in (a) above, no event, condition or circumstance exists or has
occurred which has resulted in or would reasonably be expected to result in a
material adverse change in the financial condition, operations or business of
the Borrowers from that set forth in such financial statements, and no event or
condition has occurred which would reasonably be expected to have a Material
Adverse Effect.

     

    
      
        
        

      

      
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    4.5           Litigation; Labor
Disputes.  There is no action, suit, other legal proceeding,
arbitral proceeding, inquiry or investigation pending or, to the best of the
Borrowers’ knowledge, threatened, by or before any Governmental Authority or in
any arbitral or other forum, nor any order, decree or judgment in effect,
pending, or, to the best of the Borrowers’ knowledge, threatened, (a) against or
affecting any of the Borrowers or any of its Properties or rights, or (b) to the
best of such Borrower’s knowledge, against or affecting any Project Participant
or any of its Properties or rights, that, in the case of this clause (b), (i)
relates to the Project, any of the Transaction Documents or any of the
transactions contemplated thereby, or (ii) has, or if adversely determined,
would reasonably be expected to have, a Material Adverse
Effect.  There are no ongoing, or, to the best knowledge of the
Borrowers, currently threatened, strikes, collective slowdowns or work stoppages
by (i) the employees of the EPC Contractor that either relate to the Project,
any of the Transaction Documents or any of the transactions contemplated
thereby, or has or would reasonably be expected to have a Material Adverse
Effect, or (ii) the employees of the Borrowers or the Operator.

     

    4.6           Governmental
Approvals.

     

    (a)           All
Governmental Approvals necessary in connection with (i) the due execution and
delivery of, and performance by each Borrower and, to the best knowledge of any
Borrower (after due inquiry), each Project Participant of their respective
obligations and the exercise of their respective rights under, the Transaction
Documents to which they are party, (ii) the legality, validity and binding
effect or enforceability thereof and (iii) in the case of Governmental Approvals
to be obtained by or on behalf of Borrower, and, to Borrower’s knowledge (after
due inquiry), any other Project Participant, the acquisition, ownership,
construction, installation, operation and maintenance of the Project as
contemplated by the Transaction Documents and in order to conduct its business
generally and maintain its existence (collectively, the “Necessary Governmental
Approvals”), are set forth in Schedule 4.6 hereto and, except for those
set forth in Part B or Part C of Schedule 4.6 hereto, have been duly obtained or
made, were validly issued, are in full force and effect, are final and not
subject to any pending modification by any Governmental Authority or appeal, are
held in the name of the appropriate Borrower (except as specifically indicated
in such Schedule) and are free from conditions or requirements the compliance
with which would reasonably be expected to have a Material Adverse Effect or
which the appropriate Borrower does not reasonably expect to be able to
satisfy.  No event has occurred that would reasonably be expected to
(A) result in the revocation, termination or adverse modification of any such
Necessary Governmental Approval or (B) adversely affect any rights of any
Borrower (or, as applicable, any Project Participant) under any such
Governmental Approval.

     

    (b)           The
Necessary Governmental Approvals set forth in Part B and Part C of Schedule 4.6
hereto are not required for the current stage of installation and construction
or operation of the Project and are not customarily obtained until a later stage
of installation and construction or after operation of the relevant Plant has
commenced.  None of the Borrowers has any reason to believe that any
Necessary Governmental Approvals which are not required to have been obtained by
the Borrowers as of the date of this Agreement, but which will be required in
the future (including those set forth in Part B and Part C of Schedule 4.6
hereto), will not be granted in due course prior to the time when needed free
from conditions or requirements which the appropriate Borrower does not
reasonably expect to be able to satisfy or compliance with which would
reasonably be expected to have a Material Adverse Effect.

     

    
      
        
        

      

      
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    (c)           The
information set forth in each application submitted by or on behalf of any
Borrower in connection with each Necessary Governmental Approval and in all
correspondence sent by or on behalf of the appropriate Borrower in respect of
each such application is accurate and complete in all material
respects.

     

    (d)           The
Plants, if installed, constructed, owned and operated in accordance with the
Plans and Specifications and the Transaction Documents, will conform to and
comply in all material respects with all covenants, conditions, restrictions and
requirements in all Necessary Governmental Approvals, in the Transaction
Documents applicable thereto and under all zoning, environmental, land use and
other Laws applicable thereto.

     

    4.7           Use of
Proceeds.

     

    (a)           The
proceeds of the Construction Loans will be used to pay Project Costs in
accordance with the provisions of this Agreement and the Account
Agreement.  The proceeds of the Working Capital Loans will be used for
the working capital purposes of the Borrowers to pay Operation and Maintenance
Expenses.

     

    (b)           No
Borrower is engaged principally, or as one of its important activities, in the
business of extending credit for the purpose, whether immediate, incidental or
ultimate, of buying or carrying Margin Stock and no part of the proceeds of any
Loan will be used to purchase or carry any Margin Stock.

     

    (c)           Neither
the making of any Loan nor the use of the proceeds thereof will violate or be
inconsistent with the provisions of Regulation U or Regulation X.

     

    4.8           ERISA.  Neither
any Borrower nor any ERISA Affiliate of any Borrower has or has ever maintained
or contributed to (or has or has ever had an obligation to contribute to) any
Plan or Multiemployer Plan.

     

    4.9          Taxes.

     

    (a)           Each
Borrower has timely filed with the appropriate taxing authority all United
States federal and state income tax returns, and all other tax and informational
returns, statements, forms and reports for taxes (the “Returns”) which are
required to be filed by or with respect to the income, Properties or operations
of such Borrower.  The Returns accurately reflect in all material
respects all liabilities for taxes of each Borrower for the periods covered
thereby.  Each Borrower has paid all taxes due pursuant to such
Returns or otherwise payable by such Borrower, except such taxes, if any, as are
being contested in good faith and by proper proceedings and as to which adequate
reserves have been provided in accordance with GAAP. There is no action, suit,
proceeding, investigation, audit, or claim now pending or, to the best knowledge
of the Borrowers, threatened by any authority regarding any taxes relating to
any Borrower.  No Borrower has entered into any agreement or waiver or
been requested to enter into any agreement or waiver extending any statute of
limitations relating to the payment or collection of taxes of such Borrower, or
is aware of any circumstances that would cause the taxable years or other
taxable periods of such Borrower not to be subject to the normally applicable
statute of limitations.  None of the Borrowers is treated as an
association taxable as a corporation for United States federal, state and local
income tax purposes, and income of each Borrower is treated and taxed as income
of the Members for United States federal, state and local income tax
purposes.  All material taxes that each Borrower is (or was) required
by Law to withhold or collect in connection with amounts paid or owing to any
employee, independent contractor, creditor, owner or other third party have been
duly withheld or collected and have been timely paid over to the proper
authorities.

     

    
      
        
        

      

      
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    (b)          As
of the Signing Date and the Closing Date, there is no liability for any tax
payable on or prior to such date by any Borrower as a result of the execution,
delivery or performance of this Agreement or any other Financing Document to
which it is a party which has not been paid in full.

     

    4.10        Investment Company
Act.  None of the Borrowers is an “investment company,” or an
“affiliated person” of, or “promoter” or “principal underwriter” for, an
“investment company,” as such terms are defined in the Investment Company Act of
1940, as amended.  Neither the making of any Disbursement, nor the
application of the proceeds or repayment thereof by any Borrower, nor the
consummation of the other transactions contemplated hereby will violate any
provisions of such Act or any rule, regulation or order of the U.S. Securities
and Exchange Commission thereunder.

     

    4.11        [Intentionally
Omitted.]

     

    4.12        Title; Security
Documents.

     

    (a)           Buffalo
Lake (i) will upon payment of the amounts payable by it under the Buffalo Lake
EPC Contract, own and have good and marketable title to the Buffalo Lake Plant
and (ii) owns and has good and marketable title to the Buffalo Lake Land, except
for the part of the Buffalo Lake Land subject to the Buffalo Lake Grain Facility
Lease in which it owns a valid leasehold interest in each case free and clear of
all Liens other than Permitted Liens.

     

    (b)          Pioneer
Trail (i) will upon payment of the amounts payable by it under the Pioneer Trail
EPC Contract, own and have good and marketable title to the Pioneer Trail Plant
and (ii) owns and has good and marketable title to the Pioneer Trail Land,
except for the (A) part of the Pioneer Trail Land subject to the Pioneer Trail
Grain Facility Lease in which it owns a valid leasehold interest and (B) the
land subject to the Pioneer Trail Water Rights Deed in which it holds a valid
negative easement and/or restrictive covenant interest in the groundwater and
surface water rights appurtenant to such land, in each case free and clear of
all Liens other than Permitted Liens.

     

    (c)           Each
Borrower has good and marketable title to all of the Property purported to be
owned by it, free and clear of all Liens, other than Permitted Liens, and holds
such title and all of such Property in its own name and not in the name of any
nominee or other Person.  Each Borrower is lawfully possessed of a
valid and subsisting leasehold estate in and to all Property which it purports
to lease, free and clear of all Liens, other than Permitted Liens, and holds
such leaseholds in its own name and not in the name of any nominee or other
Person.  No Borrower has created, nor is it contractually bound to
create, any Lien on or with respect to any of its assets, Properties, rights or
revenues, except for Permitted Liens, and, except for this Agreement, no
Borrower is restricted by contract, Law or otherwise from creating Liens on any
of its Properties.

     

    
      
        
        

      

      
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    (d)           All
Property owned, leased or otherwise used by Buffalo Lake is located in the State
of Minnesota other than the Accounts, any Margin Account and the rolling stock
which is the subject of the Buffalo Lake Rail Car Lease Agreement.

     

    (e)           All
Property owned, leased or otherwise used by Pioneer Trail is located in the
State of Nebraska other than the Accounts, any Margin Account and the rolling
stock which is the subject of the Pioneer Trail Rail Car Lease
Agreement.

     

    (f)           All
Property owned, leased or otherwise used by Opco is located in the State of
Colorado other than the Accounts and any Margin Account.

     

    (g)           The
provisions of the Security Documents are effective to create, in favor of the
Collateral Agent, for the benefit of the Secured Parties, legal, valid and
enforceable Liens on or in all of the Collateral intended to be covered thereby,
and, on or prior to the Closing Date, all necessary recordings and filings have
been made (or recordable copies of the Security Documents have been delivered to
and accepted by the Title Insurance Company) in all necessary public offices and
all other necessary and appropriate action (including delivery of possession of
any original instrument or other documents or the grant of “control” within the
meaning of the Uniform Commercial Code to the Collateral Agent) has been taken
so that the Liens created by each Security Document constitute perfected Liens
on or in the Collateral intended to be covered thereby, prior and superior to
all other Liens, and all necessary consents to the creation, effectiveness,
priority and perfection of each such Lien have been obtained.  No
mortgage or financing statement or other instrument or recordation covering all
or any part of the Collateral is on file in any recording office, except such as
may have been filed in favor of the Secured Parties or in respect of Permitted
Liens.

     

    4.13        Environmental
Matters.

     

    (a)           Each
Borrower has complied and is now complying in all material respects with (i) all
Environmental Laws applicable to the Project and (ii) the requirements of any
Governmental Approvals issued under such Environmental Laws with respect to the
Project.

     

    (b)           There
are no facts, circumstances, conditions or occurrences regarding the Project
that (i) to the knowledge of any Borrower (after due inquiry), could reasonably
be anticipated to form the basis of an Environmental Claim against the Project,
any Borrower, the EPC Contractor or the Operator or, to the best knowledge of
any Borrower, any other Person occupying or conducting operations on or about
the Land which if adversely determined could reasonably be expected to have a
Material Adverse Effect, (ii) could reasonably be anticipated to cause the Land
to be subject to any restrictions on its ownership, occupancy, use or
transferability under any Environmental Law or (iii) to the knowledge of any
Borrower (after due inquiry) could be reasonably anticipated to require the
filing or recording of any notice or disclosure document under any Environmental
Law (other than those described in Schedule 4.6 hereto).

     

    
      
        
        

      

      
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    (c)           There
are no past, pending, or, to the best knowledge of any Borrower, threatened,
Environmental Claims against (i) any Borrower or the Project, or (ii) to the
best knowledge of any Borrower, the EPC Contractor or the Operator or any other
Person occupying, using, or conducting operations on or about the Land, which,
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.

     

    (d)           Except
as set forth on Schedule 4.13 and except as could not reasonably be expected to
have a Material Adverse Effect, Hazardous Materials have not at any time been
generated, used, treated, recycled, stored on, or transported to or from, or
Released, deposited or disposed of on all or any portion of the Land other than
in compliance at all times with all applicable Environmental Laws.

     

    (e)           Except
as set forth on Schedule 4.13, there are not now and, to the knowledge of any
Borrower, never have been any underground storage tanks located on the Land,
there is no asbestos contained in, forming part of, or contaminating any part of
the Project and no polychlorinated biphenyls (PCBs) are used, stored, located at
or contaminate any part of the Project.

     

    (f)           No
Borrower is aware of any groundwater contamination on the Land.

     

    (g)          Copies
of all environmental studies regarding the Project and/or the Land of which any
Borrower is aware have been delivered to the Administrative Agent.

     

    4.14        Subsidiaries.  Buffalo
Lake and Pioneer Trail have no Subsidiaries and neither Person beneficially owns
any Capital Stock or other ownership interest of any other
Person.  Opco has no Subsidiaries other than Buffalo Lake and Pioneer
Trail and does not beneficially own any Capital Stock or other ownership
interest of any other Person.

     

    4.15        Intellectual
Property.  Each Borrower owns or has the right to use all
patents, trademarks, permits, service marks, trade names, copyrights,
franchises, formulas, licenses and other rights with respect thereto, and has
obtained assignment of all licenses and other rights of whatsoever nature
necessary for the Project and the operation of its business as currently
contemplated without any conflict with the rights of others.  No
product, process, method, substance, part or other material sold or employed or
presently contemplated to be sold by or employed by any Borrower in connection
with its business infringes or will infringe any patent, trademark, permit,
service mark, trade name, copyright, franchise, formula, license or other
intellectual property right.

     

    4.16        Project Documents and Other
Material Documents.  (a)  Except for services,
materials or rights that can reasonably be expected to be available on
commercially reasonable terms at the time required, the Project Documents
constitute all contracts, agreements, side letters, leases, powers of attorney
or other instruments or documents that are necessary for (i) the construction,
completion, operation and ownership of the Project, or (ii) the conduct of the
business of the Borrowers as contemplated by the Transaction
Documents.  Each Project Document has been duly authorized, executed
and delivered by each Borrower to which it is a party, is in full force and
effect and is binding upon and enforceable against such Borrower in accordance
with its terms.  Each Borrower, and to the best of its knowledge, each
Project Participant, is in compliance in all material respects with the terms
and conditions of the Project Documents to which it is a party.  No
event has occurred that would reasonably be expected to (1) result in an event
of default under, or a material breach of, any Project Document, by any
Borrower, (2) result in the revocation, termination or adverse modification of
any Project Document by a Project Participant or (3) adversely affect the rights
of any Borrower under any Project Document to which it is a party as a result of
any act or omission of such Borrower.  To the best knowledge of the
Borrowers, no event has occurred that would reasonably be expected to (1) result
in the revocation, termination or adverse modification of any Project Document
by any Borrower or (2) adversely affect the rights of any Borrower under any
Project Document to which it is a party as a result of any act or omission of a
Project Participant.

     

    
      
        
        

      

      
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    (b)           All
representations and warranties of the Borrowers and, to the Borrowers’
knowledge, the other parties thereto, contained in the Project Documents are
true and correct in all material respects (except to the extent that any such
representation or warranty is expressed to be made only as of an earlier date,
in which case such representation or warranty was true and correct in all
material respects on and as of such earlier date).

     

    (c)           All
conditions precedent to the obligations of the respective parties under the
Project Documents have been satisfied, except for such conditions precedent
which by their terms cannot be (and are not required to be) met until a later
stage in the construction or operation of the Project, and the Borrowers have no
reason to believe that any such conditions precedent cannot be satisfied prior
to the time when such conditions are required to be met pursuant to the
applicable Project Documents.

     

    (d)           Except
as set forth on Schedule 4.16, as of the Closing Date, the Borrowers are not
party to any agreement or contract other than (i) any Transaction Document and
(ii) any agreement where the aggregate cost or value of the goods and services
to be acquired or provided by the Borrowers pursuant thereto or where the
aggregate liability of the Borrowers thereunder would exceed $150,000 annually,
provided that the aggregate cost, value or liability of all such agreements
collectively would not exceed $800,000 on an annual basis.  As of the
Closing Date, each of the Project Documents consists only of the original
document (including exhibits and schedules) and the amendments thereto expressly
described in the relevant definitions appearing in Appendix A hereto, and there
are no other amendments or waivers or supplements, written or oral, with respect
thereto.  The Administrative Agent has received a true and complete
copy of each Project Document, including all exhibits, schedules and disclosure
letters referred to therein or delivered pursuant thereto, if
any.  None of the Project Documents has been amended or modified
except as permitted under this Agreement.

     

    4.17        No
Default.  No Default or Event of Default has occurred and is
continuing.

     

    4.18        Compliance with
Laws.  No Borrower is in violation in any material respect of
any Law, Governmental Approval, order, writ, injunction or decree or its Charter
Documents.

     

    
      
        
        

      

      
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    4.19        Disclosure.  (a)  All
documents, reports or other written information pertaining to the Borrowers or
the Project that have been furnished to the Administrative Agent by or on behalf
of the Borrowers (including (i) any application to any Lender for the extensions
of credit provided for in the Financing Documents, (ii) the Financing Documents,
including the exhibits and schedules attached thereto, (iii) all other
information relating to the Borrowers or the Project provided by the Borrowers
to the Administrative Agent and (iv) the Information Memorandum), the Sponsor or
any Affiliate thereof, but excluding the Base Case Projections, the Construction
Budget and other forecasts and projections), taken as a whole, are true and
correct in all material respects and do not contain any material misstatement of
fact or omit to state a material fact or any fact necessary to make the
statements contained herein or therein not materially
misleading.  There is no fact, event or circumstance known to the
Borrowers that has not been disclosed to the Administrative Agent in writing,
the existence of which would reasonably be expected to have a Material Adverse
Effect.

     

    (b)          The
Construction Budget accurately specifies all costs and expenses incurred and the
Borrowers’ best estimate of all costs and expenses anticipated by the Borrowers
to be incurred to construct and finance the construction of the Plants and to
implement the Project in the manner contemplated by the Transaction
Documents.  The Construction Budget and the Base Case Projections
(including the estimates contained in the Base Case Projections of taxes payable
by any Borrower as a result of the execution, deliver or performance of this
Agreement or any other Transaction Document to which it is a party (including
sales tax on the Buffalo Lake EPC Contract) or the consummation of the
transactions contemplated hereby or thereby) (i) are, as of the Closing Date,
based on reasonable assumptions as to all legal and factual matters material to
the estimates set forth therein, (ii) as of the Closing Date, are consistent
with the provisions of the Transaction Documents in all material respects, (iii)
have been prepared in good faith and with due care and (iv) fairly represent the
Borrowers’ reasonable expectations as to the matters covered thereby as of their
date.  All projections and budgets to be furnished to the Lenders by
or on behalf of the Borrowers after the Closing Date (A) will be based on
reasonable assumptions as to all legal and factual matters material to the
estimates set forth therein, (B) will be consistent with the provisions of the
Transaction Documents in all material respects, (C) will be prepared in good
faith and with due care and (D) will fairly represent the Borrowers’ reasonable
expectations as to the matters covered thereby as of their respective
dates.

     

    4.20        Immunity.  Each
Borrower is subject to civil and commercial law with respect to its Obligations
under the Financing Documents, and the execution, delivery and performance of
the Financing Documents by the Borrowers constitute private and commercial acts
rather than public or governmental acts.  Neither the Borrowers nor
any of their Properties has any immunity from suit, court jurisdiction,
attachment prior to judgment, attachment in aid of execution of a judgment,
set-off, execution of a judgment or from any other legal process with respect to
the Obligations of the Borrowers under the Financing Documents.

     

    4.21        Utilities,
etc.  All utility services, means of transportation, facilities
and other materials necessary for the construction, installation and operation
of the Plants (including, without limitation, gas, electrical, potable and raw
water supply, storm, telephone and sewage services and facilities, as necessary)
are or will be available to the Project when necessary for construction,
operations testing and start-up of each Plant and, to the extent necessary or
desirable, arrangements have been made on commercially reasonable terms for such
services, means of transportation, facilities and other materials, in each case
on terms consistent with those reflected in the Construction Budget and the Base
Case Projections.

     

    
      
        
        

      

      
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    4.22        Transactions with
Affiliates.  As of the Closing Date, other than the Project
Documents, no Borrower has engaged or agreed to engage in any transactions
(including any transactions relating to the buying or selling of any Properties
or any products of the Project or involving the receipt of money as payment for
goods or services) with any Affiliate of any Borrower.

     

    4.23        Project Completion Date;
Project Costs.  (a)  As of the Closing Date, the
Borrowers estimate, in good faith, that the Buffalo Lake Commercial Operation
Date will occur no later than the Buffalo Lake Guaranteed Provisional Acceptance
Date, that the Pioneer Trail Commercial Operation Date will occur no later than
the Pioneer Trail Guaranteed Provisional Acceptance Date, that the Project
Completion Date will occur no later than the Date Certain and that the aggregate
proceeds of the Loans, together with the aggregate Equity Contributions made by
the Members, will be sufficient to achieve the Project Completion
Date.

     

    (b)          As
of the Closing Date, except as set forth in the definition of “EPC Contracts” or
except as permitted pursuant to Section 5.25(b), no Scope Change Order has been
proposed and no Scope Change Order is being contemplated for proposal in the
future by any Borrower, or, to the best knowledge of the Borrowers, by the EPC
Contractor.

     

    4.24        Single-Purpose
Entity.  No Borrower has engaged in any business other than the
development of the Project.  Opco has established offices in the State
of Colorado, and does not have a place of business in any other
location.  Buffalo Lake has established offices in the State of
Minnesota, and does not have a place of business at any other
location.  Pioneer Trail has established offices in the State of
Nebraska, and does not have a place of business at any other
location.

     

    
      	
               
      

            	
               
      SECTION 5.

            	
              COVENANTS.

            


    

     

    Each
Borrower covenants and agrees with each of the Lenders that, so long as any
Commitment, any Loan, any Letter of Credit, any Unpaid Drawing or any other
Obligation is outstanding and until payment in full of all amounts payable by
the Borrowers under the Financing Documents:

     

    5.1           Financial Statements and
Other Information.  The Borrowers shall deliver or cause to be
delivered to the Administrative Agent and, upon reasonable request of any
Lender, to such Lender:

     

    (a)           Quarterly Financial
Statements.  As soon as available and in any event within
forty-five (45) days after the end of each quarterly fiscal period of each of
the Borrowers.  BFE Holdings and the Sponsor, a copy of the complete
unaudited, consolidated statements of income, retained earnings and cash flow of
each of the Borrowers, BFE Holding and the Sponsor, and the related unaudited,
consolidated balance sheet of each of the Borrowers, BFE Holdings and the
Sponsor as at the end of such period, setting forth in each case in comparative
form the corresponding figures for the corresponding period in the preceding
fiscal year, if any, accompanied by a certificate of an Authorized Officer of
the relevant Borrower, BFE Holdings or the Sponsor, as applicable, which
certificate shall state that said financial statements fairly present the
financial condition and results of operations of the relevant Borrower, BFE
Holdings or the Sponsor, as applicable, in accordance with GAAP, consistently
applied, as at the end of, and for, such periods (subject to normal year-end
audit adjustments);

     

    
      
        
        

      

      
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    (b)           Intentionally
Omitted.

     

    (c)           Annual Financial
Statements.  As soon as available and in any event within one
hundred and twenty (120) days after the end of each fiscal year of each of the
Borrowers, BFE Holdings and the Sponsor a copy of the complete audited,
consolidated statements of income, retained earnings and cash flow of each of
the Borrowers, BFE Holdings and the Sponsor, and the related audited,
consolidated balance sheet of the Borrowers, BFE Holdings and the Sponsor as at
the end of such year and any related audit letter, setting forth in each case in
comparative form the corresponding figures for the preceding fiscal year, and
accompanied by an unqualified opinion thereon of Deloitte & Touche USA LLP,
in the case of the Borrowers, Deloitte & Touche USA LLP, in the case of the
BFE Holdings and Deloitte & Touche USA LLP, in the case of the Sponsor, or
such other firms of independent certified public accountants of recognized
national standing as may be acceptable to the Required Lenders, which opinion
shall state that said financial statements fairly present the financial
condition and results of operations of the appropriate Borrower, BFE Holdings or
the Sponsor, as applicable, as at the end of, and for, such fiscal year in
accordance with GAAP, and a certificate of accountants to the Borrowers stating
that, in making the examination necessary for their opinion, they obtained no
knowledge, except as specifically stated, of any Default or Event of
Default;

     

    (d)           Officer’s
Certificate.  At the time the Borrowers furnish each set of
financial statements pursuant to Section 5.1(a) or (c) above, an Officer’s
Certificate to the effect that no Default or Event of Default has occurred and
is continuing (or, if any Default or Event of Default has occurred and is
continuing, describing the same in reasonable detail and describing what action
the Borrowers have taken and proposes to take with respect
thereto);

     

    (e)           Financial
Covenants.  On or prior to each Calculation Date, a calculation
of:

     

    (i)           the
Historical Debt Service Coverage Ratio for the period ending as of such
Calculation Date;

     

    (ii)          the
Prospective Debt Service Coverage Ratio for the period commencing as of such
Calculation Date; and

     

    (iii)         the
Ratio of Debt to Total Project Costs as of such Calculation Date;

     

    certified
by an Authorized Officer of each of the Borrowers, together with supporting data
in reasonable detail;

     

    
      
        
        

      

      
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    (f)           Defaults.  Promptly
after any officer or director of any Borrower knows or has a reasonable basis to
believe that any Default or Event of Default or any default by any Project
Participant under any Project Document has occurred, a written notice of such
event describing the same in detail satisfactory to the Administrative Agent
and, together with such notice, a description of what action such Borrower or
such Project Participant has taken and proposes to take with respect
thereto;

     

    (g)           Progress
Reports.  Promptly upon receipt thereof, each Monthly Progress
Report (as defined in the EPC Contracts);

     

    (h)           Operating
Reports.  As soon as available and in any event within ten (10)
Business Days after the end of each fiscal quarter of the Borrowers, an
operating report with respect to the Project for such quarter, which report
shall (i) correspond to the items and classifications and periods set forth in
the applicable Operating Budget and shall show all Project Revenues, all
expenditures for Operation and Maintenance Expenses, the aggregate ethanol and
distiller’s grain output of the Project and a reasonably detailed accounting of
the use of any amounts transferred to any Borrower from the Operating Account
and (ii) be certified as complete and correct by an Authorized Officer of each
Borrower, which certificate shall also state that the Operation and Maintenance
Expenses reflected therein complied with the requirements contained in Section
5.23(d) hereof, or, if any such certifications cannot be given, shall state in
detail any necessary qualifications to such certifications;

     

    (i)           Notices.  Promptly
after delivery or receipt thereof, a copy of each material notice, demand or
other communication given or received by any Borrower (i) pursuant to or
relating to any of the Transaction Documents (including all requests for
amendments or waivers) or pursuant to or relating to any Necessary Governmental
Approval, or (ii) to or from any Governmental Authority relating in any way to
the Project;

     

    (j)           Environmental
Reports.  Within sixty (60) days after the end of each year, a
report summarizing the environmental performance of each Plant over the
preceding year, which report shall include narrative summaries of (i) the
results of any environmental monitoring or sampling activity, (ii) accidents
having an impact on the environment or resulting in the loss of life, (iii)
environmental deficiencies identified by any Governmental Authority and (iv) any
non-compliance with Environmental Laws and any remedial actions taken with
respect thereto; and

     

    (k)           Change of
Specifications.  The Borrowers’ Agent shall promptly, but in
any event no later than thirty (30) Business Days after any officer or director
obtains knowledge thereof, give the Administrative Agent notice of the adoption
of any Law after the date hereof, which could be expected to result in a
generally-adopted change in the quality specifications used for the sale of the
ethanol in the United States.

     

    (l)           Other
Information.  From time to time such other information
regarding the financial condition, operations, business or prospects of any
Borrower, any Plant or the Project or, to the extent obtainable by any Borrower
upon the exercise of its reasonable efforts, any Project Participant, as may be
reasonably requested by the Administrative Agent.

     

    
      
        
        

      

      
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    5.2           Other
Notices.  Each Borrower shall promptly, but in any event no
later than ten (10) Business Days after any officer or director obtains
knowledge thereof, give to the Administrative Agent notice of:

     

    (a)           any
pending or threatened application or proceeding by or before any Governmental
Authority for the purpose of revoking, terminating, withdrawing, suspending,
modifying or withholding any Necessary Governmental Approval;

     

    (b)           any
litigation or proceeding affecting any Borrower, BFE Holdings, the Sponsor, any
Plant or the Project in which the amount involved is Two Hundred and Fifty
Thousand Dollars ($250,000) or more or in which injunctive, declaratory or
similar relief is requested;

     

    (c)           any
litigation, investigation or proceeding affecting any Project Participant which
if adversely determined would reasonably be expected to have a Material Adverse
Effect;

     

    (d)           the
discovery of any Hazardous Materials on the Land or any other condition that
could give rise to a material violation of or liability under any Environmental
Law or of any Environmental Claim against or affecting any Borrower, any Plant
or the Project;

     

    (e)           any
request by a Project Participant for an arbitration proceeding under any Project
Document in which the amount involved is Two Hundred and Fifty Thousand Dollars
($250,000) or more or in which injunctive, declaratory or similar relief is
requested;

     

    (f)           any
(i) Taking, or (ii) other casualty, damage or loss to any Property of any
Borrower, whether or not insured, through fire, theft, other hazard or event, in
excess of Two Hundred and Fifty Thousand Dollars ($250,000) for any one casualty
or loss or One Million Dollars ($1,000,000) in the aggregate in any calendar
year;

     

    (g)           any
delay for more than seven (7) consecutive days for any reason in the
construction of any Plant or the Project and any unscheduled shutdown or
reduction in operation of any Plant, or any substantial labor dispute which
could lead to such a shutdown or reduction;

     

    (h)           any
actual, proposed or threatened cessation or suspension of the Work for any
reason by the EPC Contractor for a period in excess of 48 hours;

     

    (i)           any
event constituting force majeure under any of
the Project Documents or any claim by any Project Participant alleging that a
force majeure event
thereunder has occurred;

     

    (j)           any
event that would reasonably be expected to result in a reduction in the water
allocation of any Borrower for the operation of the Project; and

     

    (k)           any
other event, circumstance, development or condition which would reasonably be
expected to have a Material Adverse Effect.

     

    Each
notice pursuant to this Section 5.2 shall be accompanied by a statement signed
by an Authorized Officer of the Borrowers’ Agent setting forth a description in
reasonable detail of the occurrence referred to therein and stating what action
the Borrowers propose to take with respect thereto.

     

    
      
        
        

      

      
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    5.3           Maintenance of Existence;
Conduct of Business.  Each Borrower shall (a) preserve and
maintain its legal existence as a limited liability company under the laws of
Delaware, and all of its material licenses, rights, privileges and franchises
necessary for the maintenance of its existence as a limited liability company
(and shall duly pay and discharge all franchise, registration and other similar
taxes and fees before they become overdue or before any period of grace, if any,
related thereto has expired), and comply, in all material respects, with its
Charter Documents, (b) engage solely in the business of constructing, owning,
operating and maintaining the Project and performing its obligations pursuant to
the Transaction Documents to which it is a party, (c) not cancel, terminate,
permit the cancellation or termination of, amend, modify or change any material
terms or conditions of, or grant any material consent, waiver or approval under,
or take or fail to take any other action that would impair the value of the
interest or impair the rights of such Borrower under, any of its Charter
Documents and (d) not take any action or fail to take any action that would
cause such Borrower to be subject to (i) any taxes or (ii) any obligations under
any agreements or arrangements with respect to any taxes.

     

    5.4           Compliance with
Laws.  Each Borrower shall conduct its business in compliance
with all applicable requirements of Law, including all relevant Governmental
Approvals and Environmental Laws, except where any failure to comply could not
individually or in the aggregate have a Material Adverse Effect, and except that
such Borrower may, at its expense, contest by appropriate proceedings conducted
in good faith the validity or application of any such requirement of Law, so
long as (a) none of the Secured Parties or any Borrower would be subject to any
criminal liability for failure to comply therewith, (b) all proceedings to
enforce such requirement of Law against the Secured Parties, any Borrower, any
Plant, the Project or any part thereof shall have been duly stayed and (c) such
contest does not involve any risk of the sale, forfeiture or loss of any of the
Collateral with an aggregate value of Two Hundred and Fifty Thousand Dollars
($250,000) or more.

     

    5.5           Payment of Taxes,
Etc.  Each Borrower shall duly pay and discharge before they
become overdue or before any period of grace (permitting payment without
interest or penalty), if any, related thereto has expired (a) all taxes,
assessments and other governmental charges or levies imposed upon it or its
Property, income or profits, (b) all utility and other governmental charges
incurred in the ownership, operation, maintenance, use, occupancy and upkeep of
its business and (c) all lawful claims and obligations that, if unpaid, might
result in the imposition of a Lien upon its Property; provided, however, that such
Borrower may contest in good faith any such tax, assessment, charge, levy, claim
or obligation and, in such event, may permit the tax, assessment, charge, levy,
claim or obligation to remain unpaid during any period, including appeals, when
such Borrower is in good faith contesting the same by proper proceedings, so
long as (i) adequate cash reserves shall have been established in accordance
with GAAP with respect to any such tax, assessment, charge, levy, claim or
obligation, accrued interest thereon and potential penalties or other costs
relating thereto, or other adequate provision for payment thereof which shall be
satisfactory to the Administrative Agent shall have been made, (ii) such contest
does not involve any risk of the sale, forfeiture or loss of any of the
Collateral with an aggregate value of Two Hundred and Fifty Thousand Dollars
($250,000) or more and (iii) enforcement of the contested item shall be
effectively stayed.

     

    
      
        
        

      

      
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    5.6           Accounting and Financial
Management.  Each Borrower shall (a) maintain adequate
management information and cost control systems, (b) maintain a system of
accounting in which full and correct entries shall be made of all financial
transactions and the assets and business of such Borrower in accordance with
GAAP and (c) promptly deliver to the Administrative Agent a copy of any
“management letter” or other similar communication received by such Borrower
from such Borrower’s accountants relating to such Borrower’s financial,
accounting and other systems, management or accounts.  In the event
that any Borrower replaces its existing auditors for any reason, the Borrowers
shall appoint and maintain as auditors another firm of independent public
accountants, which firm shall be nationally recognized and approved by the
Required Lenders.

     

    5.7           Inspection.  (a)  Each
Borrower shall permit, and cause the Operator to permit, at the expense of the
Borrowers, representatives of the Administrative Agent, the Lenders and the
Independent Engineer, with reasonable advance notice, during normal business
hours and at such intervals as such Person shall desire, to visit and inspect
the Project or any part thereof and to witness and verify the Performance Tests,
to examine, copy and make extracts from its (and the Operator’s) books and
records, to inspect the Properties of any Borrower, and to discuss the business
and affairs of any Borrower with its (and the Operator’s) officers and
engineers, all to the extent reasonably requested by the Administrative Agent,
any Lender or the Independent Engineer (as the case may be). Each Borrower will
authorize its auditors (whose fees and expenses shall be for the account of such
Borrower) to communicate directly with the officers and designated
representatives of the Administrative Agent, each Lender and the Independent
Engineer at any reasonable time and upon prior written notice to such Borrower,
regarding its accounts and operations.

     

    (b)           Each
Borrower shall permit the Administrative Agent, the Independent Engineer and any
other consultant engaged by the Administrative Agent to review (i) all Plans and
Specifications, (ii) any quality control data and performance test data and
(iii) any other data relating to the Project or to the progress of construction
as may be reasonably requested by the Administrative Agent, the Independent
Engineer or such other consultant.  Further, each Borrower shall
permit the Administrative Agent, the Independent Engineer and any other
consultant engaged by the Administrative Agent to monitor, witness and review
the Work.

     

    (c)           Each
Borrower shall give timely notice of, and permit the Administrative Agent, the
Independent Engineer, and any other consultant engaged by the Administrative
Agent for such purpose to attend, (i) all Project construction progress review
meetings held by any Borrower or its agents or representatives and (ii) any and
all Performance Tests or other performance tests of any Plant or any component
thereof (whether any such test is to be conducted on or off the Plant
site).

     

    (d)           Notwithstanding
anything to the contrary herein or in any other Transaction Document, no act or
omission of any Agent, any Lender or the Independent Engineer or any other
consultant engaged by any Lender shall in any way (i) affect the obligations of
the Borrowers, the EPC Contractor or any other Person under any Transaction
Document or any other contract relating to the EPC Contracts, (ii) be deemed to
be the acceptance of any defective work performed by the EPC Contractor or any
other Person under any EPC Contract, or (iii) be deemed to be a waiver of any
rights against the EPC Contractor or any other Person under any EPC Contract or
otherwise.

     

    
      
        
        

      

      
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    5.8           Governmental
Approvals.

     

    (a)           Each
Borrower shall (i) from time to time obtain and maintain, and comply in all
material respects with, all Necessary Governmental Approvals as shall now or
hereafter be required under applicable Laws, (ii) cause the Plants and the
Project to be duly constructed, completed and operated in all material respects
in accordance with all applicable Laws and (iii) intervene in and contest any
proceeding which seeks or may reasonably be expected, to rescind, terminate,
adversely modify or suspend any Necessary Governmental Approval and, if
reasonably requested by the Required Lenders, appeal any such rescission,
termination, modification or suspension in the manner and to the full extent
permitted by applicable Law (provided that the
obligations of the Borrowers under this Section 5.8 shall not in any way limit
or impair the rights or remedies of the Secured Parties under any Financing
Document directly or indirectly arising as a result of any such rescission,
termination, modification or suspension).

     

    (b)           With
respect to the Water Appropriation Permit from the Minnesota Department of
Natural Resources (“DNR”), Buffalo Lake
shall (i) install a nest of observation wells near the production wells to the
satisfaction of the DNR before November 30, 2006; (ii) conduct a risk
assessment to address the potential for domestic well interference and address
any at risk wells identified during that exercise to the satisfaction of DNR on
or before January 31, 2007; (iii) install observation wells to monitor outlying
water level fluctuations to the satisfaction of DNR on or before February 28,
2007; and (iv) obtain the final Water Appropriation Permit from DNR on or before
March 15, 2007. Buffalo Lake shall provide to the Administrative Agent evidence
of the completion of each of the tasks in items (i) - (iv) of this paragraph in
form reasonably satisfactory to the Administrative Agent within three (3)
Business Days of the deadlines set forth in each such task.

     

    5.9           Insurance.  Each
Borrower shall maintain or cause to be maintained in full force and effect at
all times on and after the Closing Date (unless otherwise specified in Appendix
C) and continuing throughout the term of this Agreement (unless otherwise
specified in Appendix C) insurance coverages for the Project meeting the
requirements set forth in Appendix C.

     

    5.10         Events of Loss and Project
Document Claims.

     

    (a)           If
an Event of Loss shall occur with respect to any Collateral, each Borrower shall
(i) diligently pursue all its rights to compensation against any Person with
respect to such Event of Loss and (ii) cause all Loss Proceeds (other than any
Loss Proceeds from an Event of Loss relating to any Property that is the subject
of a Grain Facility Lease) to be deposited in the Loss Proceeds Account pursuant
to the Account Agreement.  To the extent that any such Loss Proceeds
are paid to any Borrower, such Loss Proceeds shall be held in trust for the
Collateral Agent for the benefit of the Secured Parties segregated from other
funds of the Borrowers, and the Borrowers shall cause such Loss Proceeds to be
deposited in the Loss Proceeds Account as contemplated above as promptly as
practicable.

     

    
      
        
        

      

      
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    (b)           The
Collateral Agent (acting on the instruction of the Administrative Agent) shall
be entitled to participate in any compromise, adjustment or settlement in
connection with any Event of Loss under any policy or policies of insurance or
in respect of any proceeding with respect to any Taking of Property of any
Borrower.

     

    (c)           If
any Borrower shall have a Project Document Claim against any Project
Participant, the Borrowers shall (i) diligently pursue all their rights to
compensation against such Project Participant with respect to such Project
Document Claim, (ii) cause all amounts received in respect of any such Project
Document Claim to be deposited in the Project Document Claims Account pursuant
to the Account Agreement and (iii) apply the proceeds of any such Project
Document Claim to the prepayment of the Loans on the Principal Payment Date next
following the receipt of the proceeds of such Project Document Claim in
accordance with Section 6.3(a). To the extent that any such amounts are paid to
any Borrower, such amounts shall be held in trust for the Collateral Agent for
the benefit of the Secured Parties segregated from other funds of the Borrowers,
and the Borrowers shall cause such amounts to be deposited in the Project
Document Claims Account as contemplated above as promptly as
practicable.

     

    (d)           If
any Borrower shall have a claim for Delay Liquidated Damages against any Project
Participant, the Borrowers shall (i) diligently pursue all their rights to Delay
Liquidated Damages against such Project Participant, (ii) cause all amounts
received in respect of any such Delay Liquidated Damages to be deposited in the
Project Revenues Collection Account pursuant to the Account Agreement and (iii)
apply the proceeds of any such Delay Liquidated Damages to the payment of
Project Costs (other than any Mezzanine Debt Payments). To the extent that any
such amounts are paid to any Borrower, such amounts shall be held in trust for
the Collateral Agent for the benefit of the Secured Parties segregated from
other funds of the Borrowers, and the Borrowers shall cause such amounts to be
deposited in the Project Revenues Collection Account as contemplated above as
promptly as practicable.

     

    5.11         Application of Loss
Proceeds.  (a)  If an Event of Loss shall occur with
respect to any Collateral, the Borrowers shall cause the Net Available Amount of
any Loss Proceeds (other than any Loss Proceeds from an Event of Loss relating
to any Property that is the subject of a Grain Facility Lease) to be applied to
the prepayment of the Loans on the next Principal Payment Date which is at least
30 days after the receipt of such proceeds in accordance with Section 6.3(b);
provided that,
with the consent of the Required Lenders, the Borrowers shall be permitted to
apply such proceeds to the payment of the costs of Restoring the portion of the
Project that was the subject of such Event of Loss; and provided further
that, so long as no Default or Event of Default shall then exist, if such
proceeds are $5,000,000 or less, the Borrowers shall be permitted (without the
consent of the Required Lenders) to apply such proceeds to the payment of the
costs of Restoring the portion of the Project that was the subject of such Event
of Loss (and such proceeds shall be delivered to the Borrowers in accordance
with Section 4.13 of the Account Agreement). If any Loss Proceeds are to be
applied to the payment of Restoration costs pursuant to the preceding sentence,
the Net Available Amount of such Loss Proceeds shall be remitted to the
appropriate Borrower from time to time as the Restoration Work progresses and
shall be applied by such appropriate Borrower to the payment of the costs of
Restoration, such remittance to be made pursuant to the terms of the Account
Agreement and subject to the following conditions:

     

    
      
        
        

      

      
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    (i)           in
the opinion of the Independent Engineer, the Net Available Amount of the Loss
Proceeds (together with all other funds reasonably expected to be available to
the applicable Borrower) is sufficient to Restore the affected Plant and to pay
all Operation and Maintenance Expenses and Debt Service during the period of
time required to Restore each affected Plant;

     

    (ii)          the
Restoration Work shall be supervised by an architect or engineer (who may be an
employee of any Borrower or an Affiliate or of the Operator) and, before any
Restoration Work is commenced, other than temporary Restoration Work to protect
property or to prevent interference with business, the Administrative Agent
(acting on the instructions of the Required Lenders) and the Independent
Engineer shall have approved the plans and specifications for the Restoration
Work, it being understood that after giving effect to the completion of such
proposed Restoration Work, the Project shall be at least equal in value and
utility to the Project prior to the damage or destruction;

     

    (iii)         each
request for payment shall be made by the delivery, at least three (3) Business
Days’ prior to the proposed payment date, of a Restoration Requisition to the
Depositary Agent (with a copy to the Administrative Agent), accompanied by a
certificate signed by the supervising architect or engineer and, if the Net
Available Amount of Loss Proceeds initially deposited into the Loss Proceeds
Account with respect to such Event of Loss exceeded $15,000,000, a certificate
signed by an Authorized Officer of the Independent Engineer, in each case
concurring with the statements made in such Restoration
Requisition;

     

    (iv)        no
Project Document or Necessary Governmental Approval in effect immediately prior
to the Event of Loss giving rise to such Loss Proceeds shall have been canceled
unless replaced in a manner satisfactory to the Administrative Agent (acting on
the instructions of the Required Lenders), or contain any still exercisable
right to cancel, due to such Event of Loss;

     

    (v)         no
Default or Event of Default (other than a Default or Event of Default arising
directly from the event as to which such Loss Proceeds have been paid) shall
have occurred and be continuing;

     

    (vi)       
the Property of any Borrower constituting the Restoration Work shall be subject
to the Security Interest (whether by amendment of the Security Documents or by
entering into new Security Documents or otherwise); and

     

    (vii)       the
Borrowers shall have delivered to the Administrative Agent cash-flow projections
and other assurances satisfactory to the Required Lenders demonstrating the
Borrowers’ ability to meet their respective obligations hereunder and under the
other Financing Documents during the period from such Event of Loss until and
following completion of such Restoration Work.

     

    
      
        
        

      

      
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    (b)           If
the Borrowers shall not have commenced the Restoration Work within 60 days after
the Required Lenders shall have consented to the disbursement of the Loss
Proceeds referred to above to pay the costs of Restoring the Project in
accordance with this Section 5.11 or if at any time after such 60-day period,
one or more of the foregoing conditions shall not be satisfied, then, to the
extent that such Loss Proceeds shall not otherwise have been disbursed as
aforesaid to the Borrowers, the remaining amount of such Loss Proceeds shall be
applied, on behalf of the Borrowers, to the prepayment of the Loans as provided
in Section 6.3(b). Anything to the contrary in this Section 5.11
notwithstanding, if an Event of Default shall have occurred and be continuing
(other than as a direct result of the Event of Loss which gave rise to such Loss
Proceeds), the Administrative Agent may forthwith direct the Depositary Agent to
apply the remaining amount of such Loss Proceeds to the prepayment of the Loans
as provided in Section 6.3(b).

     

    (c)           Notwithstanding
anything to the contrary which may be contained in the foregoing provisions of
this Section 5.11, if an Expropriation Event shall occur with respect to any
Collateral, the Borrowers shall (i) promptly upon discovery or receipt of notice
of any occurrence thereof provide written notice to the Administrative Agent,
(ii) not, without the written consent of the Required Lenders, compromise or
settle any claim with respect to such Expropriation Event and (iii) apply all
Loss Proceeds received in respect of such Expropriation Event to the prepayment
of the Loans on the Principal Payment Date next following the receipt of such
proceeds in accordance with Section 6.3(b). The Borrowers consent to the
participation to the extent permitted by Law of the Collateral Agent in any
proceedings regarding an Expropriation Event, and the Borrowers shall from time
to time deliver to the Collateral Agent all documents and instruments requested
by the Collateral Agent to permit such participation.  Nothing in this
Section 5.11 shall be deemed to impair any rights any Lender may have with
respect to any such Expropriation Event.

     

    (d)           Any
Loss Proceeds from an Event of Loss that relates to any Property which is the
subject of a Grain Facility Lease shall be transferred directly to the escrow
agent identified pursuant to the Escrow Agreement and applied solely in
accordance with the Escrow Agreement.  None of the Borrowers shall,
without the prior written consent of the Administrative Agent, agree to (i) any
allocation of any proceeds in any Escrow Account pursuant to Section 6 of the
Escrow Agreement or (ii) any removal of the escrow agent or appointment of a new
escrow agent, in each case under the Escrow Agreement.

     

    5.12         Limitation on
Liens.  No Borrower shall create, incur, assume or suffer to
exist any Lien upon any of its Property, whether now owned or hereafter
acquired, except:

     

    (a)           Liens
created under the Security Documents;

     

    (b)           Liens
imposed by any Governmental Authority for taxes to the extent not required to be
paid under Section 5.5;

     

    (c)           carriers’,
warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens
arising in the ordinary course of business or in connection with the
construction of the Project, either (i) for amounts not overdue by more than
sixty (60) days or (ii) for amounts being contested in good faith and by
appropriate proceedings, so long as (x) such contest does not involve any risk
of the sale, forfeiture or loss of any of the Collateral, (y) enforcement of the
contested item shall be effectively stayed and (z) a bond or other security
instrument has been posted or other adequate provision for payment thereof has
been provided in such manner and amount as to reasonably assure the
Administrative Agent that any amounts determined to be due will be promptly paid
in full when such contest is resolved;

     

    
      
        
        

      

      
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    (d)           pledges
or deposits under worker’s compensation, unemployment insurance and other social
security legislation;

     

    (e)           easements,
rights-of-way and other encumbrances on title to real property that do not
render title to the property encumbered thereby unmarketable or materially
adversely affect the use of such property for its intended
purposes;

     

    (f)           the
netting and set-off rights permitted under any Hedging Agreement entered into in
accordance with the Risk Management Policy and the provisions of Section
5.31;

     

    (g)           Liens
arising out of a judgment or award that (i) does not constitute an Event of
Default under Section 7.1(i) and (ii) is the subject to a good faith contest by
the Borrowers;

     

    (h)           Liens
arising out of any asset leased in accordance with Section 5.14;
and

     

    (i)          
 solely with respect to the Property which is the subject of a Grain
Facility Lease, Liens listed in Exhibit C (Permitted Exceptions) of each such
Grain Facility Lease.

     

    5.13         Indebtedness.  The
Borrowers shall not create, incur, suffer to exist or otherwise become liable
for any Indebtedness except:

     

    (a)           Indebtedness
arising under the Financing Documents;

     

    (b)           unsecured
Indebtedness owed to any Member, provided that such
Indebtedness is subordinated to the Obligations and is otherwise issued pursuant
to subordination and other terms which are reasonably satisfactory to the
Required Lenders;

     

    (c)           Indebtedness
incurred under the Mezzanine Debt Guaranties and subordinated to the Obligations
as provided in the Subordination Agreement;

     

    (d)           unsecured
Indebtedness of Pioneer Trail up to a maximum outstanding principal amount at
all times equal to $7,000,000 incurred prior to the Closing Date as described
in, and incurred under, Article IV of the Pioneer Trail Redevelopment Contract
(the “TIF
Indebtedness”), provided, that (i)
such Indebtedness is issued: on terms and conditions and pursuant to
documentation satisfactory to the Administrative Agent, which conditions shall
include a requirement that no lender of, or participant in, the TIF Indebtedness
shall have any recourse to any Borrower or its Property other than to the real
estate taxes that Pioneer Trails would have otherwise been obligated to pay but
for the incurrence of the TIF Indebtedness (or such other conditions or
requirements as may be acceptable to the Administrative Agent and each Lender),
and (ii) the Borrowers shall have furnished, or caused to be furnished, to the
Collateral Agent and the Administrative Agent an opinion of legal counsel
opinion acceptable to the Administrative Agent stating that, in the opinion of
such counsel, the conditions and requirements set forth in clause (i) above
shall have been satisfied;

     

    
      
        
        

      

      
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    (e)           Indebtedness
(other than Indebtedness for borrowed money) secured by a Permitted
Lien;

     

    (f)           Hedging
Agreements that comply with the Risk Management Policy;

     

    (g)           Indebtedness
incurred under the Railroad Car Lease Agreements; and

     

    (h)           Indebtedness
incurred to the City of Fairmont in the principal amount not to exceed One
Hundred Sixty-Two Thousand Dollars ($162,000).

     

    5.14         Leases.  No
Borrower shall enter into any agreement (other than the Buffalo Lake Grain
Facility Lease, Pioneer Trail Grain Facility Lease, Buffalo Lake Rail Car Lease
Agreement, or Pioneer Trail Rail Car Lease Agreement), or be or become liable as
lessee under any agreement, for the lease, hire or use of any real or personal
Property, except for operating leases of personal Property (which do not
constitute Capital Lease Obligations) provided for in the prevailing Operating
Budget; provided that (a)
such items of personal Property are not affixed to any Plant, do not constitute
“fixtures” under applicable Law, and are standard, non-customized items; and (b)
the Borrowers’ aggregate payment obligations under all such leases shall not
exceed in any year the amounts specified therefore in the then applicable
Operating Budget.

     

    5.15         Investments;
Subsidiaries.  (a)  No Borrower shall make or permit
to remain outstanding any Investments except Permitted Investments.

     

    (b)           No
Borrower shall establish, create or acquire any Subsidiary, other than Buffalo
Lake and Pioneer Trail, which are and shall remain wholly-owned Subsidiaries of
Opco.

     

    5.16    
    Distributions.  No
Borrower shall make any dividends, distributions, return of capital or other
payments to its Members or to any other Person in respect of its LLC Interests
or any other ownership interest in any Borrower, whether in cash or other
Property, or make any Mezzanine Debt Payments, or redeem, purchase or otherwise
acquire any interest of any Member or any indebtedness owed by any Borrower to
any Member, or permit any Member to withdraw any capital from any Borrower (all
of the foregoing being referred to as “Distributions”) or
make any payment of any management or other fees or expenses to any Affiliate of
a Borrower (other than the payments payable under and pursuant to any Management
Services Agreement) (with the first such payment, distribution or other action
(other than Distributions permitted under Section 5.16(b) and (d) below)
occurring no earlier than the first Principal Payment Date occurring after the
Conversion Date); provided
that:

     

    (a)           on
any Quarterly Distribution Date, so long as each Borrower qualifies as a
flow-through entity for U.S. federal income tax purposes, Tax Distributions may
be paid in accordance with Section 4.2 and 4.7 of the Account Agreement so long
as no Default or Event of Default shall have occurred and be continuing or would
result from the making of such Tax Distribution;

     

    (b)           on
each date prior to the Conversion Date on which payments in respect of initial
fees, drawdown fees and interest on the Mezzanine Debt are due and payable under
the Mezzanine Debt Documents, a Distribution may be made by the Borrowers or
distributed to the Member of Opco in an amount that equals such payments in
respect of drawdown fees and interest that may be paid (or distributed to fund
such payments) in accordance with Section 4.1 of the Account Agreement and the
initial fees payable prior to the Closing Date in connection with the execution
of the Mezzanine Debt Documents; provided, that (i) no
Default or Event of Default shall have occurred and be continuing or would
result from the making of such payment and (ii) the aggregate amounts payable in
respect of this Section 5.16(b) (other than the initial fees) shall not exceed
Ten Million Dollars ($10,000,000);

     

    
      
        
        

      

      
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    (c)          on
any Quarterly Distribution Date, amounts on deposit in the Distribution Account
may be remitted to the Borrowers for the purpose of making a Distribution (which
Distribution shall be allowed) or for any other purpose, in each case, so long
as each of the following conditions is satisfied:

     

    (i)           no
Default or Event of Default shall have occurred and be continuing or would
result from the making of such Distribution;

     

    (ii)          the
sum of (x) the total outstanding principal amount of Working Capital Loans plus (y) the Letter
of Credit Outstandings shall not exceed Ten Million Dollars ($10,000,000) on
such Quarterly Distribution Date;

     

    (iii)         the
Borrowers shall have delivered the most recent Financial Covenants Statement by
the time required by Section 5.1(e) and such statements shall demonstrate that
each of the Historical Debt Service Coverage Ratio and the Prospective Debt
Service Coverage Ratio for the period most recently ended prior to such
Quarterly Distribution Date was at least 1.50:1.00;

     

    (iv)        there
are no Unpaid Drawings, accrued interest or fees outstanding with respect to any
Letter of Credit;

     

    (v)         the
amount on deposit in the Debt Service Reserve Account, including any undrawn
amount then available under the DSRA Letter of Credit, shall be at least equal
to the Required Debt Service Reserve Amount;

     

    (vi)        each
of the conditions to Project Completion shall have occurred under each of the
EPC Contracts (other than completion of the Punch List (as defined in each EPC
Contract));

     

    (vii)        no
VEETC Event shall have occurred and be continuing;

     

    (viii)    
  the amount on deposit in the Hedging Reserve Account shall be at
least equal to the amount required under the Risk Management Policy and the
amounts on deposit in the Cargill Loss Proceeds Account shall be at least equal
to the amount required under Section 4.2(a)(vi) of the Account Agreement;
and

     

    (ix)         the
Borrowers’ Agent shall have delivered to the Administrative Agent, the
Collateral Agent and the Depositary Agent, within 15 Business Days after the
relevant Principal Payment Date, an Officer’s Certificate in the form of Exhibit
E to the Account Agreement certifying as to the satisfaction of each of the
conditions described in clauses (i) through (viii) above (the “Distribution Date
Certificate”); and

     

    
      
        
        

      

      
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    (d)           On
the Conversion Date, the payment to BFE Holdings permitted in priority fifth in Section
4.1(i)(v) of the Account Agreement may be paid in accordance with the provisions
of Section 4.1(i) of the Account Agreement.

     

    5.17         Required Hedging
Agreements.  The Borrowers shall maintain in full force and
effect one or more Hedging Agreements (collectively, the “Required Hedging
Agreements”) with one or more Lenders (or their Affiliates), which
effectively enable the Borrowers to protect themselves in a manner satisfactory
to the Administrative Agent against the risk of interest rate fluctuations as to
a notional principal amount at least equal to (a) fifty percent (50%) of the
outstanding principal amount of the Construction Loans and the Term Loans from
time to time, which Required Hedging Agreements shall be entered into and
maintained from and after the date on which the principal amount of all
outstanding Construction Loans is greater than Fifty Million Dollars
($50,000,000) until the first anniversary of the Term Date, and (b) fifty
percent (50%) of the expected principal amount of the Term Loans payable during
the next three years as determined by reference to a schedule (provided by the
Borrowers’ Agent on the Conversion Date and on each anniversary of the
Conversion Date thereafter, which schedule shall be reasonably acceptable to the
Administrative Agent) of the principal payments to be made by the Borrowers
during such period after giving effect to the anticipated Project Revenues,
Operation and Maintenance Expenses and Maintenance Capital Expenses during such
period, which Required Hedging Agreements shall be entered into and become
effective on or prior to the Conversion Date and shall be maintained on a
rolling three-year basis until the Loan Termination Date; provided that if a
Required Hedging Agreement is with a counterparty other than a Lender (or an
Affiliate thereof), the obligations of the Borrowers thereunder will not be
secured by the Security Documents or any other Lien on the Property of any
Borrower and will be subordinated to the Obligations in a manner and pursuant to
terms and conditions which are in all respects satisfactory to the Required
Lenders.  The Borrowers shall, in connection with any prepayment made
by the Borrowers pursuant to Section 6.2 or 6.3, terminate an aggregate notional
amount under the Required Hedging Agreements equal to the amount (if any) by
which the aggregate notional amount under the Required Hedging Agreements would
exceed the aggregate outstanding principal amount of the Loans immediately after
giving effect to such prepayment.  The amount of any Swap Termination
Value due in respect of the Required Hedging Agreements terminated in accordance
with the immediately foregoing sentence shall be (i) in the case of the
prepayment pursuant to Section 6.2 and if payable by the Borrowers, made by the
Borrowers from funds other than the amounts being applied as a voluntary
prepayment of the Loans and (ii) in the case of any prepayment pursuant to
Section 6.3 and if payable by the Borrowers, made by the Borrowers from amounts
available with which to make such prepayment.

     

    
      
        
        

      

      
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    5.18         Location; Chief Executive
Office; Records.  The place of business or, if it has more than
one place of business, the chief executive office of Opco and the place where
the records of Opco concerning the Collateral are kept is in Denver,
Colorado.  The place of business or, if it has more than one place of
business, the chief executive office of Buffalo Lake and the place where the
records of Buffalo Lake concerning the Collateral are kept is in Denver,
Colorado.  The place of business or, if it has more than one place of
business, the chief executive office of Pioneer Trail and the place where the
records of Pioneer Trail concerning the Collateral are kept is in Denver,
Colorado.  The originals of all documents evidencing the Collateral
and the only original books of account and records of the Borrowers relating
thereto are, and will continue to be, kept at the applicable place of business
or chief executive office provided in this Section 5.18, or at such new location
as such Borrower may establish in accordance with this Agreement.  The
jurisdiction of organization and “location” of each Borrower for the purposes of
Section 9-307 of the UCC is the State of Delaware.  No Borrower shall
establish a new “location” for the purposes of Section 9-307 of the UCC or
change its chief executive office or its jurisdiction of organization until (a)
it shall have given to the Collateral Agent not less than 45 days’ prior written
notice of its intention so to do, clearly describing such new location or
jurisdiction and providing such other information in connection therewith as the
Collateral Agent (acting on the instruction of the Administrative Agent) may
reasonably request and (b) with respect to such new location or jurisdiction, it
shall have taken all action, satisfactory to the Collateral Agent (acting on the
instruction of the Administrative Agent), to maintain the security interest of
the Collateral Agent in the Collateral at all times fully perfected and in full
force and effect.

     

    5.19         Transactions with
Affiliates.  Except as provided in, or permitted by, the
Transaction Documents, no Borrower shall directly or indirectly (a) make any
Investment in or payment to an Affiliate of any Borrower; (b) transfer, sell,
lease, assign or otherwise dispose of any Property to an Affiliate of any
Borrower; (c) purchase or acquire Property from an Affiliate of any Borrower; or
(d) enter into any other transaction or arrangement directly or indirectly with
or for the benefit of an Affiliate of any Borrower, unless such transaction is
(i) in the ordinary course of such Borrower’s (and such Affiliate’s) business,
and (ii) upon fair and reasonable terms no less favorable to such Borrower than
it would obtain in a comparable arm’s length transaction with a Person which is
not an Affiliate.

     

    5.20         Use of Proceeds;
Construction Budget.  (a)  The Borrowers will use the
proceeds of the Construction Loans solely to pay Project Costs contemplated by
the Construction Budget.  The Borrowers will use the proceeds of the
Working Capital Loans solely for working capital purposes of the Borrowers to
pay Operation and Maintenance Expenses.

     

    (b)           No
Borrower shall, without the prior written consent of the Administrative Agent,
amend, revise or modify the Construction Budget to increase or decrease or
otherwise change the number or type of Construction Budget categories, or
request any Loans for the purpose of funding any Project Costs in excess of the
amount contained in the Construction Budget for such category of Project Costs,
or utilize the “Contingency” line item specified in the Construction Budget
other than (i) by means of Scope Change Orders permitted under Section 5.25(b),
(ii) in respect of Project Costs in an aggregate amount not to exceed Five
Hundred Thousand Dollars ($500,000) or (iii) in respect of Project Cost overruns
at one Plant using the “Contingency” line item specified in the Construction
Budget for the other Plant to the extent that such use of such line item will
not cause a deficiency of funds necessary to achieve (x) Project Completion for
both Plants by the relevant Guaranteed Completion Date and (y) the Project
Completion Date by the Date Certain and otherwise satisfy the conditions
contained in Section 3.4, and the Administrative Agent shall have received a
certificate from the Independent Engineer confirming items (x) and (y)
above.

     

    
      
        
        

      

      
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    5.21         Project Construction;
Maintenance.

     

    (a)           The
Borrowers shall cause the Project and each of the Plants to be duly constructed
and completed in accordance with the Construction Budget, the EPC Contracts, and
Good Industry Practice, shall cause the Commercial Operation Date for the
Buffalo Lake Plant to occur by the Buffalo Lake Guaranteed Provisional
Acceptance Date, shall cause the Commercial Operation Date for the Pioneer Trail
Plant to occur by the Pioneer Trail Guaranteed Provisional Acceptance Date, and
shall cause the Project Completion Date to occur on or before the Date
Certain.

     

    (b)           The
Borrowers shall not enter into any Scope Change Order except as may be permitted
by Section 5.25.

     

    (c)           The
Borrowers shall maintain and preserve the Project and all of their other
Properties necessary or useful in the proper conduct of its business in good
working order and in such condition that the Plants will have the capacity and
functional ability to perform, on a continuing basis (ordinary wear and tear
excepted), in normal commercial operation, the functions for which it was
specifically designed in accordance with the applicable EPC Contract(s) at
substantially the levels contemplated thereby.  The Borrowers shall
cause the Project to be operated, serviced, maintained and repaired so that the
condition and operating efficiency thereof will be maintained and preserved
(ordinary wear and tear excepted) in all material respects in accordance and
compliance with (i) Good Industry Practices, (ii) such operating standards as
shall be required to enforce any material warranty claims against dealers,
manufacturers, vendors, contractors, and sub-contractors, (iii) the terms and
conditions of all insurance policies maintained with respect to the Project at
any time, (iv) all requirements of Law and all Governmental Approvals applicable
to the Project, and (v) the terms of the Project Documents.

     

    (d)           The
Borrowers shall not materially alter, remodel, add to, reconstruct, improve or
demolish any part of the Project or any other Collateral having an aggregate
value of Two Hundred Fifty Thousand Dollars ($250,000) or more.

     

    (e)           Following
the execution of the Buffalo Lake O&M Agreement or the Pioneer Trail O&M
Agreement, as the case may be, the relevant Borrower shall not appoint or allow
the appointment of any replacement Operator of the relevant Plant.

     

    (f)           No
Borrower shall, directly or indirectly, make or commit to make any expenditure
in respect of the purchase or other acquisition of fixed or capital assets,
other than (i) expenditures contemplated by the Construction Budget or the
prevailing Operating Budget, as appropriate, and (ii) expenditures permitted to
be made pursuant to Section 5.11.

     

    (g)           If,
at any time following the Commercial Operation Date for any Plant, the Project
Costs for the other Plant that has not yet reached Provisional Acceptance are
determined to be in excess of the amounts set forth in the Construction Budget
for such Plant and no Excess Construction Loan Commitment is then available for
Borrowings to cover such excess amount, the Borrowers’ Agent may submit a
request to the Administrative Agent, for approval by the Required Lenders (in
consultation with the Independent Engineer), to apply funds in the Project
Revenues Collection Account to pay such Project Cost overruns.  Any
such request shall be accompanied by (i) an updated budget for all remaining
Project Costs for such Plant, (ii) a detailed explanation for such Project Cost
overruns, (iii) calculations demonstrating that, if such request is approved,
sufficient funds will be available to pay all Operation and Maintenance
Expenses, Maintenance Capital Expenses and Debt Service with respect to the
Plant whose Commercial Operation Date has already occurred, in each such case
certified by an Authorized Officer of the Borrowers’ Agent.  If such
request and updated Construction Budget are approved by the Required Lenders,
then funds then on deposit in the Project Revenues Collection Account may be
applied to such Project Cost overruns as provided in Section 4.2(a)(iii) of the
Account Agreement.

     

    
      
        
        

      

      
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    5.22        Performance of Project
Documents.

     

    (a)           Each
Borrower shall perform and observe in all material respects all of its covenants
and agreements contained in any of the Project Documents to which it is or
becomes a party, shall take all necessary action to prevent the early
termination of any such Project Documents in accordance with the terms thereof
or otherwise, and shall take any and all action as may be reasonably necessary
promptly to enforce its rights and to collect any and all sums due to it under
the Project Documents.

     

    (b)          The
Borrowers shall instruct all Project Participants to make all payments payable
to the Borrowers to the Depositary Agent for deposit in the appropriate Account
in accordance with the Account Agreement.

     

    5.23        Operating Plan and
Budget.

     

    (a)           No
less than forty-five (45) days prior to the target date for the occurrence of
the initial Commercial Operation Date, the Borrowers shall adopt an operating
plan and a budget of Project Revenues and Operation and Maintenance Expenses for
the period from such date to the end of the first Operating Year, and, no less
than forty-five (45) days in advance of the beginning of each Operating Year
thereafter, it will similarly adopt an operating plan and a budget of Operation
and Maintenance Expenses for the ensuing Operating Year.  Such
operating plan and budget for an Operating Year is herein called an “Operating Budget”.
Copies of the proposed Operating Budget for each period shall be submitted at
least forty-five (45) days before final adoption thereof to the Administrative
Agent, and no Operating Budget shall be adopted without the prior written
approval of the Administrative Agent (in consultation with the Independent
Engineer). The Administrative Agent shall indicate in writing its approval,
disapproval or modifications to the Operating Budget within twenty (20) days
upon receipt of such Operating Budget.  In the event that the prior
written approval of the Administrative Agent for a proposed Operating Budget is
not obtained prior to the first day of the Operating Year to which such proposed
Operating Budget relates, the Borrowers may continue to operate the Project in
accordance with the Operating Budget then in effect with the budgeted cost of
each budget item being increased to the lesser of (i) the amount therefor in the
proposed Operating Budget or (ii) one hundred and two and one-half percent
(102.5%) of the amount of the budgeted cost of such budget item in the current
Operating Budget.  Copies of the final Operating Budget so adopted
shall be furnished to the Administrative Agent promptly upon the adoption
thereof provided that if the
initial Operating Budget for any Plant or the Project is not approved by the
Administrative Agent, the Borrowers shall operate such Plant or the Project in
accordance with the Base Case Projections as of the Signing Date (or any update
thereof that has been approved by the Administrative Agent) with the budgeted
cost of each budget item being no greater than one hundred and two and one-half
percent (102.5%) of the amount of the budgeted cost of such budget item in such
Base Case Projections until an initial Operating Budget is
approved.

     

    
      
        
        

      

      
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    (b)           Each
Operating Budget shall be prepared on a cash basis and shall specify, for each
month during the Operating Year (i) the Project Revenues anticipated to be
received, and (ii) the Operation and Maintenance Expenses (by category),
together with a comparative presentation of Operation and Maintenance Expenses
for each month in the prior Operating Year, and shall describe in reasonable
detail (A) the maintenance schedule, anticipated staffing plans, mobilization
schedules, capital expenditure requirements (including the Maintenance Capital
Expenses), equipment acquisitions and spare parts and consumable inventories
(including a breakdown of capital items and expense items), and administrative
activities and (B) any other material underlying assumptions in connection
with the proposed Operating Budget.

     

    (c)           The
Borrowers may at any time propose an amended annual budget for the remainder of
the then current Operating Year and, when so adopted, it shall be deemed to be
and shall be effective as the annual Operating Budget.  Copies of any
such amended Operating Budget which is proposed shall be furnished at least 10
days before final adoption thereof to the Administrative Agent, and no such
amended Operating Budget shall be adopted without the prior written approval of
the Administrative Agent.  Copies of the final amended Operating
Budget shall be furnished to the Administrative Agent promptly after adoption
thereof.

     

    (d)           The
amounts provided in the annual Operating Budget for each item and classification
of Operation and Maintenance Expenses for each month of each Operating Year will
not exceed the amounts reasonably expected to be necessary therefor, and the
Borrowers shall not expend (nor shall the Borrowers’ Agent submit a Transfer
Date Certificate which contemplates the expenditure of) any amount for Operation
and Maintenance Expenses during any month if such expenditure would cause the
aggregate amount of Operation and Maintenance Expenses for an item or
classification of Operation and Maintenance Expenses expended by the Borrowers
in such month to exceed by more than ten percent (10%) the amount budgeted
therefor, or after taking into account amounts theretofore paid in such
Operating Year for such item or classification of Operation and Maintenance
Expenses, that would reasonably be expected to cause the total of Operation and
Maintenance expenditures for such item or classification to equal more than one
hundred ten percent (110%) of the aggregate amount budgeted therefor for such
Operating Year, unless (i)(A) in each case such expenditure could not reasonably
be anticipated and failure to make such expenditure would have created an
abnormal risk of personal injury to employees or significant physical damage to
the Project or (B) such expenditure is for the purchase of com, natural gas, or
denaturants in
accordance with the relevant Corn Supply Agreement, Gas Supply Agreement or
other similar agreements for purposes described hereof and (ii) in any such
event, the Borrowers shall immediately advise the Administrative Agent of such
excess expenditures and, within ten (10) Business Days of the making of any such
expenditure, prepare and file with the Administrative Agent an amended Operating
Budget to reflect such changes.

     

    
      
        
        

      

      
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    5.24        Merger; Sales and Purchases
of Assets.  No Borrower shall merge into or consolidate with
any other Person, or liquidate or dissolve itself (or suffer any liquidation or
dissolution), or sell, lease, transfer, or otherwise dispose of any assets or
Property other than (a) sales of ethanol and distiller’s grain pursuant to
the Project Documents; (b) subject to the requirements of Section 6.3(c), sales,
transfers and other dispositions of assets of such Borrower (i) having a value
of less than Two Hundred Fifty Thousand Dollars ($250,000) per asset or Five
Hundred Thousand Dollars ($500,000) in the aggregate, in each case at fair
market value or (ii) otherwise determined by such Borrower (in its
reasonable opinion) to be obsolete or no longer used by or useful to such
Borrower for the operation or maintenance of the Project provided, that notice
of any proposed sale, transfer or disposition pursuant to this clause (b) shall
be given to the Administrative Agent at least ten days prior to the consummation
thereof; or (c) transfers of assets between Buffalo Lake and Pioneer Trail
provided that
(A) the aggregate total fair market value of all such transferred assets does
not exceed One Million Dollars ($1,000,000) in any Operating Year, (B) each such
transfer does not, and would not reasonably be expected to, adversely affect the
operations of the Plant from which such assets are transferred and (C) the
Borrowers have taken all steps required under Section 5.30 to ensure that such
assets continue to be subject to the Liens created by the Security Documents;
(d) sales of Permitted Investments prior to the maturity thereof; and (e)
Distributions or other payments in accordance with Section 5.16. No Borrower
shall purchase or acquire any assets other than the purchase of (i) assets
reasonably required for the completion of the Project in accordance with the
Construction Budget, (ii) subject to Section 5.23, assets in the ordinary course
of business reasonably required in connection with the operation of the Project
and (iii) Permitted Investments.

     

    5.25        Amendment of Transaction
Documents; Additional Project Documents; Scope Change Orders;
etc.

     

    (a)           No
Borrower shall (i) agree to or permit the cancellation, suspension or
termination of any Project Document or any Financing Document; (ii) sell, assign
(other than pursuant to the Security Documents) or otherwise dispose of (by
operation of law or otherwise) any part of its interest in any Project Document
or any Financing Document; (iii) waive any material default under or breach of
any Project Document or waive, fail to enforce, forgive or release any material
right, interest or entitlement, howsoever arising, under or in respect of any
Project Document; (iv) petition, request or take any other legal or
administrative action that seeks, or may be expected, to rescind, terminate or
suspend any Project Document or amend or modify all or any part thereof; (v)
exercise any right to initiate an arbitration proceeding under any Project
Document or take any action with respect to any arbitration proceeding involving
any other party to a Project Document; (vi) agree to or permit the assignment of
any rights or the delegation of any obligations of any Project Participant under
any Project Document except as permitted without the consent of the Borrowers by
the terms of such Project Document; (vii) amend, supplement, modify or give
any consent in any material respect under any Project Document or exercise any
material option thereunder without the prior written consent of the
Administrative Agent, not to be unreasonably withheld; (viii) except as may be
permitted by Section 9.12, amend, supplement, modify or give any consent under
any Financing Document or exercise any material option thereunder; or (ix)
except for Required Hedging Agreements entered into pursuant to Section 5.17,
any Hedging Agreement entered into in accordance with the Risk Management Policy
and the requirements of Section 5.31, enter into any Material Additional Project
Document.

     

    
      
        
        

      

      
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    (b)           Notwithstanding
the provisions of the foregoing subsection (a), the Borrowers may, upon 10
Business Days’ prior notice to the Independent Engineer and the Administrative
Agent, enter into any Scope Change Order if (i) such Scope Change Order is
reasonable and necessary, (ii) such Scope Change Order does not change the Plans
and Specifications, (iii) the Cost of such Scope Change Order does not exceed
Seven Hundred Fifty Thousand Dollars ($750,000) or cause the aggregate Cost of
all Scope Change Orders theretofore made, together with the Cost of such Scope
Change Order, to exceed One Million Five Hundred Thousand ($1,500,000), (iv)
such Scope Change Order does not result in an extension of the Buffalo Lake
Guaranteed Completion Date or the Pioneer Trail Guaranteed Completion Date,
(v) such Scope Change Order does not result in any change to, or amendment
of, the Performance Tests, the Delay Liquidated Damages, the Performance
Guarantees Payments, the Performance Guarantees, the Payment and Performance
Bonds or the conditions pursuant to which payment of any such damages is
required to be made, either directly or indirectly and (vi) such Scope Change
Order could not otherwise reasonably be expected to have a Material Adverse
Effect.

     

    (c)           No
Borrower shall enter into contracts to (i) purchase grain from Person(s) other
than Cargill or require Cargill to purchase grain from Person(s) designated by
such Borrower (other than pursuant to a corn supply agreement entered into to
obtain replacement corn as a result of a default or breach by Cargill under the
relevant Corn Supply Agreement) or (ii) sell ethanol and distillers grains to
Person(s) other than Cargill or require Cargill to sell ethanol and distillers
grains to Person(s) designated by such Borrower (other than pursuant to a
Buffalo Lake Permitted Long-Term Sales Agreement or Pioneer Trail Permitted
Long-Term Sales Agreement), in each case, without the prior written consent of
the Administrative Agent.

     

    (d)           (i)  Buffalo
Lake shall enter into (x) the Buffalo Lake O&M Agreement with the Operator,
in substantially the form provided to Administrative Agent and each Lender prior
to the initial Disbursement of the Buffalo Lake Construction Loans, which form
shall be acceptable to the Administrative Agent and each Lender; and (y) a
Consent Agreement with respect to the Buffalo Lake O&M Agreement with
Operator and Collateral Agent, in substantially the form attached hereto as
Exhibit F, in each case prior to July 7, 2007; (ii) each Lender shall have
received a certificate signed by an Authorized Officer of the Operator, dated
the execution date of the Buffalo Lake O&M Agreement, to the effect that (x)
the representations and warranties of the Operator set forth in the Buffalo Lake
O&M Agreement are true and correct in all material respects on and as of
such date as if made on and as of such date (or, if stated to have been made
solely as of an earlier date, were true and correct as of such earlier date) and
(y) the Operator is in compliance with in all material respects all of its
agreements contained in any other Transaction Document to which it is a party;
and (iii) simultaneously with the execution of the Buffalo Lake O&M
Agreement, each Lender shall have received an opinion of counsel to the
Operator, in form, scope and substance and given by counsel reasonably
satisfactory to each Secured Party; provided, however
that Buffalo Lake shall not be required to satisfy the foregoing conditions only
if (A) Buffalo Lake shall have demonstrated prior to July 7, 2007 to the
satisfaction of the Administrative Agent and each Lender that (x) Buffalo Lake
is able in its individual capacity to operate, service, maintain, repair and
preserve the Buffalo Lake Plant in accordance with the terms of this Agreement
(including Section 5.21(c)) and the other Transaction Documents, (y) Buffalo
Lake has retained the “key” managers and personnel (up to a maximum of four (4)
persons) necessary to so operate, service, maintain, repair and preserve the
Buffalo Lake Plant and (z) Buffalo Lake will reasonably be able to retain all
remaining necessary personnel by November 7, 2007 and (B) Buffalo Lake shall
have demonstrated prior to November 7, 2007 to the satisfaction of the
Administrative Agent and each Lender that Buffalo Lake has retained all
remaining personnel necessary to so operate, service, maintain, repair and
preserve the Buffalo Lake Plant.

     

    
      
        
        

      

      
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    (e)           (i)  Pioneer
Trail shall enter into (x) the Pioneer Trail O&M Agreement with the
Operator, in substantially the form provided to Administrative Agent and each
Lender prior to the initial Disbursement of the Pioneer Trail Construction
Loans, which form shall be acceptable to the Administrative Agent and each
Lender; and (y) a Consent Agreement with respect to the Pioneer Trail O&M
Agreement with Operator and Collateral Agent, in substantially the form attached
hereto as Exhibit F, in each case prior to May 31, 2007; (ii) each Lender shall
have received a certificate signed by an Authorized Officer of the Operator,
dated the execution date of the Pioneer Trail O&M Agreement, to the effect
that (x) the representations and warranties of the Operator set forth in the
Pioneer Trail O&M Agreement are true and correct in all material respects on
and as of such date as if made on and as of such date (or, if stated to have
been made solely as of an earlier date, were true and correct as of such earlier
date) and (y) the Operator is in compliance with in all material respects all of
its agreements contained in any other Transaction Document to which it is a
party; and (iii) simultaneously with the execution of the Pioneer Trail O&M
Agreement, each Lender shall have received an opinion of counsel to the
Operator, in form, scope and substance and given by counsel reasonably
satisfactory to each Secured Party; provided, however
that Pioneer Trail shall not be required to satisfy the foregoing conditions
only if (A) Pioneer Trail shall have demonstrated prior to May 31, 2007 to the
satisfaction of the Administrative Agent and each Lender that (x) Pioneer Trail
is able in its individual capacity to operate, service, maintain, repair and
preserve the Pioneer Trail Plant in accordance with the terms of this Agreement
(including Section 5.21(c)) and the other Transaction Documents, (y) Pioneer
Trail has retained the “key” managers and personnel (up to a maximum of four (4)
persons) necessary to so operate, service, maintain, repair and preserve the
Pioneer Trail Plant and (z) Pioneer Trail Lake will reasonably be able to retain
all remaining necessary personnel by September 30, 2007 and (B) Pioneer Trail
shall have demonstrated prior to September 30, 2007 to the satisfaction of the
Administrative Agent and each Lender that Pioneer Trail has retained all
remaining personnel necessary to so operate, service, maintain, repair and
preserve the Pioneer Trail Plant.

     

    5.26         Environmental
Compliance.  The Borrowers shall:

     

    (a)           comply
in all material respects and cause all other Persons constructing, occupying or
conducting operations at the Project to comply in all material respects with all
Environmental Laws now or hereafter applicable to the Project;

     

    (b)           obtain,
at or prior to the time required by applicable Environmental Laws, all
Governmental Approvals required pursuant to applicable Environmental Laws for
the construction, operation and maintenance of the Project, and maintain such
Governmental Approvals in full force and effect;

     

    
      
        
        

      

      
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    (c)           not
generate, use, treat, recycle, store, Release or dispose of, or permit the
generation, use, treatment, recycling, storage, Release or disposal of Hazardous
Materials on the Land, or transport or permit the transportation of Hazardous
Materials to or from the Project other than in compliance in all material
respects with all applicable Environmental Laws;

     

    (d)           conduct
and complete any investigation, study, sampling and testing and undertake any
cleanup, removal, remedial or other action necessary to remove and clean up all
Hazardous Materials Released at, on, in, under or emanating from the Project, in
accordance with the requirements of all applicable Environmental Laws and
promptly notify the Administrative Agent of any such action in which costs are
reasonably expected to exceed $100,000 or which is reasonably likely to give
rise to a claim for injunctive relief against the Borrowers;

     

    (e)           provide
the Administrative Agent with written notice of (i) any fact, circumstance,
condition, occurrence or Release at, on, under or from the Project that results
in material noncompliance with any Environmental Law applicable to the Project
or that has resulted or would reasonably be expected to result in personal
injury or material property damage or an Environmental Claim or otherwise that
would reasonably be expected to have a Material Adverse Effect, such notice to
be given promptly after the condition is discovered or such Release or
occurrence takes place and (ii) any pending or threatened Environmental Claim
against any Borrower or any other Persons occupying or conducting operations at
the Project that, if adversely determined, would reasonably be expected to have
a Material Adverse Effect, such notice to be given promptly after such
Environmental Claim is commenced or threatened; all such notices shall describe
in reasonable detail the nature of the claim, investigation, condition,
incident, or occurrence and the proposed response thereto;

     

    (f)           provide
the Administrative Agent with copies of all material communications with any
Governmental Authority relating to any material violation of any Environmental
Law or any material Environmental Claim promptly after the giving or receiving
of any such communications; and

     

    (g)          provide
such information concerning any Environmental Claim relating to the Project as
may be reasonably requested by the Administrative Agent.

     

    5.27        Completion; Performance
Tests.

     

    (a)           No
Borrower shall without the prior approval of the Required Lenders (after
consultation with the Independent Engineer), (i) take any action or fail to take
any action which could permit an extension of any guaranteed completion or
acceptance date under any EPC Contract, (ii) accept or confirm that either Plant
has achieved Provisional Acceptance, Substantial Completion or Project
Completion under the relevant EPC Contract or fail to advise the EPC Contractor
of any material defects, deficiencies or discrepancies of which any Borrower has
knowledge, (iii) notify the EPC Contractor that it accepts the Punch List, (iv)
issue, approve or execute any acceptance or completion certificate or otherwise
confirm acceptance or completion of the Project or any portion or phase thereof,
(v) waive, defer or reduce any of the requirements of any of the Performance
Tests or Performance Guarantees, (vi) accept or confirm that the relevant Plant
has satisfied any of the Performance Tests or met any of the Performance
Guarantees or (vii) reject either Plant or any portion thereof.

     

    
      
        
        

      

      
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    (b)           No
Borrower shall schedule or agree to the scheduling of any Performance Tests
without at least seven (7) days’ prior written notice to the Administrative
Agent and the Independent Engineer.

     

    5.28         ERISA.  No
Borrower nor any ERISA Affiliate of any Borrower shall at any time establish,
maintain, contribute to or be required or permitted to contribute to any Plan,
Multiemployer Plan or Foreign Pension Plan.

     

    5.29        Certain
Agreements.  No Borrower shall enter into any agreement or
undertaking (except for the Financing Documents and except pursuant to any
agreement approved by the Required Lenders for the refinancing of any of the
Loans) restricting, or purporting to restrict, the ability of such Borrower to
(a) amend this Agreement or any other Financing Document, (b) sell any of its
assets, (c) create Liens, (d) create or incur Indebtedness or (e) make any
Distribution.

     

    5.30        Security
Documents.  (a)  The Borrowers shall take all actions
necessary or requested by the Administrative Agent to maintain each Security
Document in full force and effect and enforceable in accordance with its terms
and to maintain and preserve the Liens created by the Security Documents and the
priority thereof, including (i) making filings and recordations, (ii) making
payments of fees and other charges, (iii) issuing and, if necessary, filing or
recording supplemental documentation, including continuation statements, (iv)
discharging all claims or other Liens adversely affecting the rights of any
Secured Party in any Collateral, (v) publishing or otherwise delivering
notice to third parties, (vi) depositing title documents and (vii) taking
all other actions either necessary or otherwise requested by the Administrative
Agent to ensure that all Collateral (including any after-acquired Property of
any Borrower intended to be covered by any Security Document) is subject to a
valid and enforceable first-priority Lien in favor of the Collateral Agent for
the benefit of the Secured Parties.  In furtherance of the foregoing,
(A) each Borrower shall ensure that all Property acquired by it shall become
subject to the Lien of the Security Documents having the priority contemplated
thereby promptly upon the acquisition thereof and (B) no Borrower shall open or
maintain any bank or broker account without first taking all such actions as may
be necessary or otherwise requested by the Administrative Agent to ensure that
such bank or broker account is subject to a valid and enforceable first priority
Lien in favor of the Collateral Agent for the benefit of the Secured Parties,
other than any debt service reserve account funded solely in connection with any
TIF Indebtedness and any Margin Account.  Without limiting the
foregoing, the Buffalo Lake Mortgage shall provide that the Obligations secured
thereunder shall be secured in a debt amount of no less than $109,332,147.25.
Furthermore, following the Signing Date, the Borrowers’ Agent may retain, at the
expense of the Borrowers, an independent third-party real property appraiser of
national reputation (which appraiser shall be reasonably acceptable to the
Administrative Agent, acting on the instructions of the Required Lenders) to
provide to the Borrowers’ Agent and the Administrative Agent a written opinion
regarding the value of the real property collateral under the Buffalo Lake
Mortgage which is subject to the mortgage registry tax under Minnesota Statute
Chapter 287 (the “Real
Property Appraisal”). In the event that the Real Property Appraisal
provides that the mortgage registry tax that would have been paid had the Real
Property Appraisal been used for purposes of determining the amount of such
mortgage registry tax is less than the mortgage registry tax actually paid by
the Borrowers in connection with the execution, delivery and recordation of the
Buffalo Lake Mortgage, then the Borrowers shall be entitled to receive an amount
equal to such difference (such difference, the “Mortgage Registry Tax
Refund”) on the Conversion Date to the extent that funds are available
out of the proceeds of any Disbursement of Construction Loans on the Conversion
Date pursuant to Section 2.7(e) in the order of priority specified in Section
4.1(i) of the Account Agreement.

     

    
      
        
        

      

      
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    (b)          The
Borrowers shall take all action necessary to cause each Material Additional
Project Document to be or become subject to the Liens of the Security Documents
(whether by amendment to any Security Document, execution of a new Security
Document or otherwise) in favor of the Collateral Agent, and shall deliver or
cause to be delivered to the Administrative Agent and to the Collateral Agent
such legal opinions, certificates or other documents with respect to each
Material Additional Project Document as the Administrative Agent may reasonably
request.  The Borrowers shall cause each party (other than the
applicable Borrower) to a Material Additional Project Document (other than (i)
any corn supply agreement entered into to obtain replacement corn as a
result of a default or breach by Cargill under the relevant Corn Supply
Agreement; (ii) any Buffalo Lake Permitted Long-Term Sales Agreement or Pioneer
Trail Permitted Long-Term Sales Agreement, (iii) any Buffalo Lake Permitted
Denaturant Agreement or Pioneer Trail Permitted Denaturant Agreement) to execute
and deliver a Consent Agreement with respect to each such Material Additional
Project Document and such legal opinions relating to such Material Additional
Project Document as the Administrative Agent may reasonably
request.

     

    (c)           At
such time as the Administrative Agent may reasonably request in writing, the
Borrowers shall furnish, or cause to be furnished, to the Collateral Agent and
to the Administrative Agent, an opinion or opinions of legal counsel either
stating that, in the opinion of such counsel, such action has been taken with
respect to (i) amending or supplementing the Security Documents (or providing
additional Security Documents, notifications or acknowledgments) as is necessary
to subject all the Collateral (including any after-acquired Property of any
Borrower) to the Lien of the Security Documents and (ii) (A) the recordation of
the Security Documents (including, without limitation, any amendment or
supplement thereto) and any other requisite documents and (B) the execution and
filing of any financing statements and continuation statements as are necessary
to maintain the Liens purported to be created by the Security Documents and
reciting the details of such action or stating that, in the opinion of such
counsel, no such action is necessary to maintain such Liens.  Such
opinion or opinions of counsel shall also describe the recordation of the
Security Documents and any other requisite documents and the execution and
filing of any financing statements and continuation statements, or the taking of
any other action that will, in the opinion of such counsel, be required to
maintain the Liens purported to be created by the Security Documents after the
date of such opinion.

     

    5.31        Hedging Agreements; Risk
Management Policy and Committee.  Except for Required Hedging
Agreements entered into pursuant to Section 5.17, the Borrowers shall not enter
into and maintain Hedging Agreements or open and maintain any Margin Account
unless the following conditions have been satisfied (which conditions in any
event shall have been satisfied on or prior to the initial Commercial Operation
Date): (i) the Borrowers’ Agent shall have delivered a Risk Management Policy
(which shall include a description of the Risk Management Committee that will
supervise such Risk Management Policy, which shall have been approved in writing
by the board of managers of each Borrower and the Administrative Agent (acting
on the instructions of the Required Lenders), (ii) the Risk Management Committee
has been appointed and is operating in accordance with the terms of the Risk
Management Policy, (iii) such Hedging Agreement is in accordance with the terms
of the Risk Management Policy and has been approved by the Risk Management
Committee, and (iv) cash reserves are on deposit in the Hedging Reserve Account
in accordance with the terms of the Risk Management Policy to satisfy the
potential exposure of the Borrowers for margin calls under the Hedging
Agreements.  The Borrowers shall not amend or modify the Risk
Management Policy without the prior written consent of the Administrative Agent
(acting on the instructions of the Required Lenders).

     

    
      
        
        

      

      
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    5.32         Prepayment of Indebtedness;
Reduction of Commitments.  (a)  Except for
prepayments required or permitted to be made pursuant to Section 6, the
Borrowers shall not make, or permit to be made on its behalf, any prepayment of
any of the Loans.

     

    (b)           The
Borrowers shall not reduce all or any portion of the Commitment of any Lender
prior to the Conversion Date unless (i) the Borrowers shall have offered to each
of the Lenders to make, and with the consent of such Lender shall
contemporaneously make, a proportionate reduction in the Commitment of each such
other Lender, (ii) no event shall have occurred or could reasonably be expected
to occur to cause the Buffalo Lake Commercial Operation Date, Pioneer Trail
Commercial Operation Date, or Project Completion Date to be delayed beyond the
Date Certain, (iii) the proposed reduction in Commitments requested by the
Borrowers will not result in a deficiency of funds necessary to achieve the
Project Completion Date by the Date Certain and otherwise satisfy the conditions
contained in Section 3.4, and (iv) each Lender shall have received a certificate
from the Borrowers Agent, confirmed by the Independent Engineer, with respect to
the matters set forth in clauses (ii) and (iii) above.

     

    5.33        Transfers and Issuances of
Equity Interests.  No Borrower shall (x) permit or consent to
the transfer (by assignment, sale or otherwise) of any LLC Interests of such
Borrower, or (y) issue any new LLC Interests; provided, that such
Borrower may permit or consent to the assignment, sale or transfer of LLC
Interests of such Borrower or to the issuance of new LLC Interests of such
Borrower (each a “Transfer”) if such
Transfer is consummated in compliance with each of the following conditions (any
Transfer not complying with each of the following conditions being null and void
ab initio):

     

    (i)           After
giving effect to any such Transfer, no Change of Control shall have
occurred;

     

    (ii)          In
the case of a Transfer by any Borrower, BFE Holdings or any subsequent
transferee thereof after the date hereof, such Transfer shall be made expressly
subject to the assignment to the Collateral Agent of the LLC Interests so being
transferred, and any Person that becomes a member of such Borrower as a result
of such Transfer shall, simultaneously with such Transfer, sign a pledge
agreement substantially identical to the Pledge Agreements and otherwise in
form, scope and substance satisfactory to the Administrative Agent;
and

     

    (iii)         Such
Person referred to in paragraph (ii) above shall comply with requirements of
clauses (ii), (iii) and (iv) of the definition of Permitted Transferee and shall
simultaneously with such Transfer, execute and deliver to the Collateral Agent
membership unit certificates endorsed in blank, financing statements and other
documents and instruments as the Collateral Agent (acting on the instruction of
the Administrative Agent) may reasonably request in order to evidence, secure,
and perfect the Collateral Agent’s security interest in and Lien on such LLC
Interests.

     

    
      
        
        

      

      
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    5.34         Project
Revenues.  All Project Revenues received on and after the
Closing Date shall be deposited into the Project Revenues Collection Account and
applied as provided in the Account Agreement.

     

    5.35         Accounts.  No
Borrower shall open or maintain any bank or broker account other than the
Accounts without the prior written consent of the Administrative Agent other
than any debt service reserve account funded solely in connection with any TIF
Indebtedness, any Margin Account, the Escrow Accounts and the Payment
Accounts.

     

    5.36         Further
Assurances.  The Borrowers shall promptly and duly execute and
deliver to the Administrative Agent such documents and assurances to take such
further action as the Administrative Agent may from time to time reasonably
request in order to carry out more effectively the intent and purpose of the
Financing Documents and to establish, protect and perfect the rights and
remedies created or intended to be created in favor of the Secured Parties
pursuant to the Financing Documents.

     

    
      	
               
      

            	
               
      SECTION 6.

            	
              PAYMENT PROVISIONS;
      FEES.

            


    

     

    6.1           Repayment of
Principal.

     

    (a)           The
Borrowers shall repay the aggregate principal amount of the Construction Loans
outstanding and such Construction Loans shall mature on the Term Date (except to
the extent that such Construction Loans are converted into Term Loans in
accordance with Section 2.2 hereof). The Construction Loan Commitments shall
automatically be reduced to zero at the close of business on the Term
Date.

     

    (b)           The
Borrowers shall repay the aggregate principal amount of the Term Loans
outstanding on the dates (each such date, a “Principal Payment
Date”) and in the applicable amounts set forth in Appendix
B.

     

    (c)           The
Borrowers shall repay the aggregate principal amount of the Working Capital
Loans outstanding and such Working Capital Loans shall mature on the Working
Capital Loan Maturity Date.  The Working Capital Loan Commitments
shall automatically be reduced to zero at the close of business on the Working
Capital Loan Maturity Date.

     

    6.2           Voluntary
Prepayments.  The Borrowers shall have the right to prepay the
Term Loans after the Conversion Date, without premium or penalty, in whole or in
part at any time and from time to time on the following terms and conditions:
(i) the Borrowers’ Agent shall give the Administrative Agent at the Notice
Office at least three Business Days’ prior written notice of its intent to
prepay the Loans, the aggregate principal amount of the prepayment, the Types of
Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing
or Borrowings pursuant to which made (which notice the Administrative Agent
shall promptly transmit to each of the Lenders); (ii) such prepayment shall be
in an aggregate principal amount of Five Hundred Thousand Dollars ($500,000) (or
an integral multiple of One Hundred Thousand Dollars ($100,000) in excess
thereof); (iii) prepayments of a Eurodollar Loan may only be made pursuant to
this Section 6.2 on the last day of an Interest Period applicable thereto,
unless the Borrower pays all amounts owing under Section 2.14 as a result of
prepaying such Eurodollar Loan on a day other than the last day of the Interest
Period applicable thereto; and (iv) each prepayment of Loans pursuant to this
Section 6.2 shall be applied to reduce the Scheduled Principal Payments in
inverse chronological order of their due dates.  The Borrowers shall
have the right to prepay the Working Capital Loans, without premium or penalty,
any time in accordance with Section 4.2(a) and (d) of the Account
Agreement.

     

    
      
        
        

      

      
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    6.3           Mandatory
Prepayments.  The Borrowers shall make mandatory prepayments
without premium or penalty of the Loans as follows:

     

    (a)           Project Document
Claims.  The Borrowers shall prepay the outstanding Loans
(other than the Working Capital Loans) to the extent required pursuant to
Section 5.10. In addition, in the event that the Performance Guarantees are
deemed satisfied pursuant to Section 6.5.5.(b) of any EPC Contract, the
Borrowers shall apply the amounts transferred from the Distribution Account
pursuant to Section 4.12(c) of the Account Agreement to the prepayment of the
Loans (other than the Working Capital Loans) on the next Principal Payment Date
following the transfer of such amounts.

     

    (b)           Loss
Proceeds.  The Borrowers shall prepay the outstanding Loans
(other than the Working Capital Loans) to the extent required pursuant to
Section 5.11.

     

    (c)           Dispositions.  In
the event of any Disposition (other than sales of ethanol and distiller’s grain
pursuant to the Project Documents) where the Net Disposition Proceeds are equal
to or greater than Five Hundred Thousand Dollars ($500,000), the Borrowers shall
prepay the outstanding Loans (other than the Working Capital Loans) in an
aggregate principal amount equal to one hundred percent (100%) of such Net
Disposition Proceeds, such prepayment to be made no later than the date which is
thirty (30) days after the receipt of such Net Disposition
Proceeds.

     

    (d)           ECF
Sweeps.  On each Principal Payment Date, the Borrowers shall
prepay the Term Loans from amounts on deposit in the ECF Sweep Account on such
date (after giving effect to any deposits to be made on such date) pursuant to
Section 4.8, 4.9 or 4.10 of the Account Agreement.

     

    (e)           Change of
Control.  On the first Principal Payment Date occurring after
the date on which any Change of Control shall have occurred, the Borrowers shall
prepay the Loans in full.

     

    (f)           Application.  Each
prepayment of Loans made pursuant to this Section 6.3 shall be applied to reduce
the remaining Scheduled Principal Payments in inverse chronological order of
their due dates.

     

    6.4           Maturity
Date.  Notwithstanding anything to the contrary which may be
contained in this Agreement, the outstanding principal amount of (i) any Term
Loans shall be repaid in full on the Term Loan Maturity Date and (ii) any
Working Capital Loans shall be repaid in full on the Working Capital Loan
Maturity Date.

     

    
      
        
        

      

      
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    6.5           Method and Place of
Payment.  (a)  Except as set forth in the following
sentence or as otherwise specifically provided herein, all payments under this
Agreement or any Note shall be made to the Administrative Agent for the account
of the Lender or Lenders entitled thereto not later than 11:00 a.m. (New York
City time) on the date when due and shall be made in Dollars in immediately
available funds at the Payment Office as follows: BNP Paribas, ABA 026-007-689,
Credit to Account: Loan Servicing Clearing Account, Account No. 103-130-00103,
Reference: BFE Operating Company LLC, Attention: NYLS Agency Support Team, or
pursuant to such other instructions as the Administrative Agent shall designate
to the Borrowers’ Agent in writing.  Whenever any payment to be made
hereunder or under any Note shall be stated to be due on a day which is not a
Business Day, the due date thereof shall be extended to the next succeeding
Business Day and, with respect to payments of principal, interest shall be
payable at the applicable rate during such extension; provided that in the
event that the day on which any such payment relating to a Eurodollar Loan is
due is not a Business Day but is a day of the month after which no further
Business Day occurs in such month, then the due date thereof shall be the next
preceding Business Day.

     

    (b)           With
respect to any repayment of Loans pursuant to Section 6.1 or any mandatory
prepayment of Loans pursuant to Section 6.3, the Borrowers’ Agent may designate
the Types of Loans which are to be repaid or prepaid and, in the case of
Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such
Eurodollar Loans were made; provided, that (i)
repayments and prepayments of Eurodollar Loans may only be made on the last day
of an Interest Period applicable thereto unless all such Eurodollar Loans with
Interest Periods ending on or prior to such date of required repayment or
prepayment and all Base Rate Loans have been paid in full; (ii) if any repayment
or prepayment of Eurodollar Loans made pursuant to a single Borrowing shall
reduce the outstanding Loans made pursuant to such Borrowing to an amount less
than One Million Dollars ($1,000,000), such outstanding Loans shall immediately
be converted into Base Rate Loans; and (iii) each repayment or prepayment of
Loans made pursuant to a single Borrowing shall be applied pro rata among such
Loans.  In the absence of a designation by the Borrowers’ Agent as
described in the preceding sentence, the Administrative Agent shall, subject to
the above, make such designation in its sole discretion.

     

    6.6           Computations.  All
computations of interest and Fees hereunder shall be made on the basis of a
three hundred sixty (360)-day year and the actual number of days elapsed; provided, that
computations of interest on Base Rate Loans hereunder shall be made on the basis
of a three hundred sixty five (365)- or three hundred sixty six (366)-day year,
as the case may be, and the actual number of days elapsed.

     

    6.7           Fees.

     

    (a)           Commitment
Fee.  The Borrowers agree to pay to the Administrative Agent,
for the account of each Lender, a commitment commission (the “Commitment Fee”) for
the Construction Loan Commitments and the Working Capital Loan Commitments,
computed at a rate equal to one half percent (0.50)% per annum on the daily
average Unutilized Commitment of such Lender during the period commencing on the
Signing Date and ending on the expiry of the Buffalo Lake Construction Loan
Availability Period, the Pioneer Lake Construction Loan Availability Period and
the Working Capital Availability Period, as applicable.  The accrued
Commitment Fee shall be due and payable in arrears on each Quarterly
Date.

     

    
      
        
        

      

      
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    (b)           Additional
Fees.  The Borrowers agree to pay to the Administrative Agent
and the Arranger, for their respective accounts, such other fees as have been
agreed to in writing by the Borrowers and such Persons, including but not
limited, to the fees specified in the Fee Letters.

     

    6.8           Application of Payments;
Sharing.

     

    (a)           Subject
to the provisions of this Section 6.8, the Administrative Agent agrees that
promptly after its receipt of each payment from or on behalf of the Borrowers in
respect of any Obligations of the Borrowers hereunder, it shall promptly
distribute such payment to the Lenders pro rata based upon their
respective shares, if any, of the Obligations with respect to which such payment
was received.

     

    (b)           Each
of the Lenders agrees that, if it should receive any amount hereunder (whether
by voluntary payment, by realization upon security, by the exercise of the right
of setoff or banker’s lien, by counterclaim or cross action, by the enforcement
of any right under the Transaction Documents, or otherwise), which, in any such
case, is in excess of its ratable share of payments on account of the
Obligations obtained by all Lenders, then such Lender receiving such excess
payment shall purchase for cash without recourse or warranty from the other
Lenders an interest in the Obligations of the Borrowers to such Lenders in such
amount as shall result in a proportional participation by all the Lenders in
such amount; provided, however, that if all
or any portion of such excess amount is thereafter recovered from such Lender,
such purchase shall be rescinded and the purchase price restored to the extent
of such recovery, but without interest.

     

    
      	
               
      

            	
               
      SECTION 7.

            	
              EVENTS OF DEFAULT AND
      REMEDIES.

            


    

     

    7.1           Events of
Default.  The occurrence of any of the following events or
circumstances shall constitute an “Event of Default”
hereunder:

     

    (a)           Any
Borrower shall fail to pay when due any principal or interest payable pursuant
to any Note, any Unpaid Drawing or any other amount payable pursuant to this
Agreement or any other Financing Document, in the case of principal when the
same becomes or shall be declared to be due and payable (whether prior to its
stated maturity or otherwise), and in the case of interest, within three (3)
Business Days after the same becomes or shall be declared to be due and payable;
or

     

    (b)           Any
Borrower shall default in the payment when due of any principal of or interest
on any of its other Indebtedness beyond any period of grace specified therein,
or in the payment when due of any amount under any Hedging Agreement; or any
event specified in any note, agreement, indenture or other document evidencing
or relating to any such Indebtedness or any event specified in any Hedging
Agreement shall occur and continue if the effect of the occurrence and
continuance of such event is to cause or to permit the holder or holders of such
Indebtedness (or a trustee or agent on behalf of such holder or holders) to
cause such Indebtedness to become due, or to be prepaid in full (whether by
redemption, purchase, offer to purchase or otherwise), prior to its stated
maturity or to have the interest rate thereon reset or, in the case of a Hedging
Agreement, to permit the payments owing under such Hedging Agreement to be
liquidated as the result of the early termination thereof; or

     

    
      
        
        

      

      
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    (c)           Any
representation, warranty or certification made (or deemed made) by or on behalf
of any Borrower, BFE Holdings, the Sponsor, any other Project Participant or any
Affiliate of any thereof in this Agreement, any other Financing Document, or in
any notice or other certificate, agreement, document, financial statement or
other statement delivered pursuant hereto or thereto, shall prove to have been
false or misleading in any material respect when made or deemed made if such
representation, warranty or certification continues to be false or misleading in
any material respect as of the date in question, and if the circumstances that
rendered such representation, warranty or certification false or misleading
shall be continuing for more than 30 days after any Authorized Officer of the
Borrower has knowledge thereof or receives notice thereof from any Secured
Party; or

     

    (d)           Any
Borrower shall fail to:

     

    (i)           comply
with any term, covenant or provision set forth in Section 5.3 (Maintenance of Existence; Conduct of
Business), 5.9 (Insurance), 5.10 (Events of Loss and Project Document
Claims), 5.12 (Limitation on Liens), 5.13
(Indebtedness), 5.15
(Investments;
Subsidiaries), 5.16 (Distributions), 5.18 (Location; Chief Executive Office;
Records), 5.24 (Merger;
Sales and Purchases of Assets), 5.25 (Amendment of Transaction Documents;
Additional Project Documents; Scope Change Orders; etc.), 5.30 (Security Documents), 5.31
(Hedging Agreements; Risk
Management Policy and Committee), 5.33 (Transfers and Issuances of Equity
Interests), or 5.34 (Project Revenues);
or

     

    (ii)           comply
with any terms, covenant or provision set forth in Section 5, but excluding
those Sections included in Section 7.1(d)(i), and such failure shall continue
unremedied for thirty (30) days after such Borrower has actual knowledge thereof
or receives notice thereof from the Administrative Agent or the Collateral
Agent; or

     

    (e)           Any
Borrower, BFE Holdings or the Sponsor shall fail to comply with or perform any
other agreement or covenant contained in this Agreement or in any other
Financing Document and such failure (in the case of this Agreement and such
other Financing Document other than the Account Agreement and the Subordination
Agreement) shall continue unremedied for 30 days; provided that, if (i)
such failure cannot be cured within such 30-day period, (ii) such failure is
susceptible of cure, (iii) such Borrower, BFE Holdings or the Sponsor, as the
case may be, is proceeding with diligence and in good faith to cure such
failure, (iv) the existence of such failure does not impair the Liens on the
Collateral, (v) the existence of such failure has not had and cannot, after
considering the nature of the proposed cure, be reasonably expected to have a
Material Adverse Effect, and (vi) the Administrative Agent shall have received
an Officer’s Certificate to the effect of clauses (i), (ii), (iii), (iv) and (v)
above and stating what actions such Borrower, BFE Holdings or the Sponsor, as
the case may be, is taking to cure such failure, then the time within which such
failure may be cured shall be extended to such date, not to exceed a total of 60
days after the end of such 30-day period, as shall be necessary for such
Borrower, BFE Holdings or the Sponsor, as the case may be, diligently to cure
such failure; or

     

    
      
        
        

      

      
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    (f)           Any
Borrower, BFE Holdings, the Sponsor (prior to the Project Completion Date),
Cargill, the Operator, the EPC Contractor (only so long as any warranty
obligations remain outstanding under any EPC Contract) or Delta-T (only so long
as any warranty obligations remain outstanding under any EPC Contract) shall
admit in writing its inability to, or be generally unable to, pay its debts as
such debts become due; or

     

    (g)           Any
Borrower, BFE Holdings, the Sponsor (prior to the Project Completion Date),
Cargill, the Operator, the EPC Contractor (only so long as any warranty
obligations remain outstanding under any EPC Contract) or Delta-T (only so long
as any warranty obligations remain outstanding under any EPC Contract) shall (i)
apply for or consent to the appointment of, or the taking of possession by, a
receiver, custodian, trustee or liquidator of itself or of all or a substantial
part of its Property, (ii) make a general assignment for the benefit of its
creditors, (iii) commence a voluntary case under or file a petition to take
advantage of any Bankruptcy Law (as now or hereafter in effect), (iv) fail to
controvert in an appropriate manner within 60 days of the filing of, or
acquiesce in writing to or file an answer admitting the material allegations of
any petition filed against it in an involuntary case under any Bankruptcy Law,
(v) take any action for the purpose of effecting any of the foregoing or (vi)
take any action under any other applicable Laws which would result in a similar
or equivalent outcome as set forth in subclauses (i) through (v) hereof;
or

     

    (h)           A
proceeding or case shall be commenced, without the application or consent of any
Borrower, BFE Holdings, the Sponsor (prior to the Project Completion Date),
Cargill, the Operator, the EPC Contractor (only so long as any warranty
obligations remain outstanding under any EPC Contract) or Delta-T (only so long
as any warranty obligations remain outstanding under any EPC Contract), in any
court of competent jurisdiction, seeking (i) its liquidation,
reorganization, dissolution or winding-up, or the composition or readjustment of
its debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or
the like of such Person or of all or any substantial part of its Property or
(iii) similar relief in respect of such Borrower, BFE Holdings, the Sponsor or
any such Project Participant under any Bankruptcy Law, and such proceeding or
case shall continue undismissed, or an order, judgment or decree approving or
ordering any of the foregoing shall be entered and continue unstayed and in
effect, for a period of 60 or more days; or an order for relief against such
Borrower, BFE Holdings, the Sponsor or any such Project Participant shall be
entered in an involuntary case under any Bankruptcy Law; or any proceeding or
action shall be commenced under any other applicable Laws which would result in
a similar or equivalent outcome as set forth in subclauses (i) through (iii)
hereof; or

     

    (i)           A
final judgment or judgments for the payment of money in excess of Two Million
Dollars ($2,000,000) in the aggregate, shall be rendered by one or more courts,
administrative tribunals or other bodies having jurisdiction against any
Borrower and the same shall not be discharged (or provision satisfactory to the
Required Lenders shall not be made for such discharge), or a stay of execution
thereof shall not be procured, within thirty (30) days from the date of entry
thereof and such Borrower shall not, within said period of thirty (30) days, or
such longer period during which execution of the same shall have been stayed,
appeal therefrom and cause the execution thereof to be stayed during such
appeal; or

     

    
      
        
        

      

      
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    (j)           Any
non-monetary judgment or order shall be rendered against any Borrower that has
had or could reasonably be expected to have a Material Adverse Effect, and a
stay of execution thereof shall not have been obtained within thirty (30) days
from the date of entry thereof; or

     

    (k)           Either
any Borrower or any ERISA Affiliate of any Borrower shall at any time establish,
maintain, contribute to, or be required to contribute to, any Plan,
Multiemployer Plan or Foreign Pension Plan; or

     

    (l)         
  Any Borrower shall be terminated, dissolved or liquidated (as a
matter of law or otherwise); or proceeding shall be commenced by any Person
seeking the termination, dissolution or liquidation of such Borrower and, if
such proceedings were commenced by any Person other than such Borrower, either
(i) such proceedings shall not be dismissed without any such termination,
dissolution, liquidation or other Material Adverse Effect within thirty (30)
days from the date of commencement thereof or (ii) the Required Lenders shall
reasonably determine that such proceedings and the effect thereof would
reasonably be expected to have a Material Adverse Effect; or

     

    (m)      
   Any of the Security Documents shall be terminated or shall
cease to be in full force and effect, for whatever reason (or any Borrower shall
so assert) or any of the Secured Parties shall cease to have a first priority,
perfected Lien on any Collateral, subject only to Permitted Liens and except to
the extent that the enforceability of such document or Lien may be limited by
bankruptcy, insolvency, reorganization, or other similar laws affecting the
enforcement of creditors’ rights generally; or

     

    (n)           Any
Borrower or any Project Participant shall fail to obtain, renew, maintain or
comply with any Necessary Governmental Approval or any such Governmental
Approval shall be revoked, terminated, withdrawn, suspended, modified or
withheld or shall cease to be in full force and effect or any proceeding is
commenced to revoke, terminate, withdraw, suspend, modify or withhold such
Governmental Approval and such proceeding is not terminated within thirty (30)
days; unless, in any such case, such failure, revocation, termination,
withdrawal, suspension, modification, withholding or failure to be in full force
and effect could not reasonably be expected to have a Material Adverse Effect;
or

     

    (o)           (i) any
Project Document shall be terminated (other than by virtue of the scheduled
expiration in the ordinary course of such Project Document in accordance with
its terms), or any Borrower or any Project Participant shall take any action to
terminate any Project Document to which it is a party; or (ii) any Transaction
Document, or any material provision of any Transaction Document, shall at any
time for any reason cease to be valid and binding or in full force and effect or
any party thereto (other than a Secured Party) shall so assert in writing; or
(iii) any Transaction Document, or any material provision of any Transaction
Document, shall be declared to be null and void, or the validity or
enforceability thereof shall be contested by any party thereto (other than a
Secured Party) or any Governmental Authority; or (iv) any Borrower or any
Project Participant shall deny that it has any further liability or obligation
under any Transaction Document (provided, that for
any Project Document other than the EPC Contracts, the Delta-T License
Agreements, the Payment and Performance Bonds, the Master Agreements, the Goods
and Services Agreements and the Grain Facility Leases, the defaults described in
clauses (i) to (iv) above shall not constitute an Event of Default if and only
if the following conditions are and (in the case of items (A) and (D) below)
remain satisfied: (A) each relevant Borrower shall promptly commence and
thereafter diligently and in good faith negotiate and enter into an Additional
Project Document within sixty (60) days of such default to replace such Project
Document, (B) the terms and conditions of such Additional Project Document shall
be approved by the Administrative Agent, the Required Lenders and Collateral
Agent, (C) the counsel of the relevant Borrower(s), if required, shall have
delivered to each Lender a favorable opinion with respect to the enforceability
of such Additional Project Document, in form and substance reasonably acceptable
to such Lender, and (D) no Default or Event of Default has occurred and is
continuing (other than the Default(s) or Events of Default(s) directly resulting
from such defaults); or (v) any Project Participant shall default in the
observance or performance of any of the material covenants or agreements
contained in any Project Document and such default shall not be cured within the
applicable grace period (or, if no grace period, within thirty (30) days of such
default) contained in such Project Document, or any party to any Project
Document assigns or transfers all or any part of its rights and obligations in,
to or under such Project Document other than to a transferee which has been
approved by the Required Lenders; or

     

    
      
        
        

      

      
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    (p)           The
Project Completion Date shall not have occurred by the Date Certain;
or

     

    (q)           Any
Borrower or the EPC Contractor shall, in the reasonable opinion of the Required
Lenders, have actually abandoned the construction or the continuing operation of
any Plant and (in the case of the EPC Contractor) such abandonment shall
continue for a period of thirty (30) Business Days after any Borrower shall have
or should have had knowledge thereof; or

     

    (r)           A
material part of the Project shall be destroyed or suffer an actual or
constructive loss and, as a result thereof, any Plant shall be unable to operate
for three (3) Business Days in excess of the period during which all Operation
and Maintenance Expenses and Debt Service shall be fully covered by delayed
start up or business interruption insurance (except for the period corresponding
to the deductible thereunder); or

     

    (s)           Any
Environmental Claim shall have been asserted against any Borrower or any Project
Participant or any Release, emission, discharge or disposal of any Hazardous
Materials shall have occurred in violation of Environmental Laws which, in
either case, would reasonably be expected to have a Material Adverse Effect;
or

     

    (t)           A
Change of Control shall have occurred; or

     

    (u)          An
Expropriation Event shall have occurred; or

     

    (v)          Any
issuer of a DSRA Letter of Credit shall fail to perform any of its obligations
thereunder; or

     

    (w)          Any
party (other than the Collateral Agent) shall fail to perform any of its
obligations under the Subordination Agreement or Mezzanine Debt Guaranties;
or

     

    
      
        
        

      

      
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    (x)           Any
event, condition or circumstance shall exist or shall have occurred which, in
the judgment of the Required Lenders, has had or would reasonably be expected to
have a Material Adverse Effect.

     

    7.2           Acceleration.  (a)  If
an Event of Default specified in paragraph (g) or (h) of Section 7.1 shall occur
with respect to any Borrower, automatically all Commitments and Letters of
Credit (which may be terminated in accordance with their terms) shall
immediately terminate and all Loans (with accrued interest thereon) and all
other amounts owing under the Financing Documents shall immediately become due
and payable and the Borrowers shall pay to the Collateral Agent such additional
amount of cash, to be held as security by the Collateral Agent, as is equal to
the aggregate Stated Amount of all Letters of Credit issued for the account of
the Borrowers and then outstanding.

     

    (b)           If
any Event of Default (other than an Event of Default referred to in Section
7.2(a)) shall occur, then the Administrative Agent (acting at the direction of
the Required Lenders) may by notice to the Borrowers either (A) declare the
Commitments to be terminated, whereupon all Commitments shall immediately
terminate, (B) terminate all Letters of Credit which may be terminated in
accordance with their terms, (C) direct the Borrowers to pay (and the Borrowers
agree that upon receipt of such notice it will pay) to the Collateral Agent such
additional amount of cash, to be held as security by the Collateral Agent, as is
equal to the aggregate Stated Amount of all Letters of Credit issued for the
account of the Borrower and then outstanding and/or (D) declare the Loans,
Unpaid Drawings, all accrued and unpaid interest thereon and all other amounts
owing to the Lenders under the Financing Documents to be due and payable,
whereupon the same shall become immediately due and payable.

     

    (c)           Except
as expressly provided above in this Section 7.2, presentment, demand, protest
and all other notices and other formalities of any kind are hereby expressly
waived by the Borrowers.

     

    7.3           Other
Remedies.  Upon the occurrence and during the continuation of
an Event of Default:

     

    (a)           The
Collateral Agent (acting on the instruction of the Administrative Agent) may
exercise any or all rights and remedies at law or in equity (in any combination
or order that the Collateral Agent may elect), including without limitation or
prejudice to the Collateral Agent’s other rights and remedies, any and all
rights and remedies available under any of the Financing Documents.

     

    (b)           With
the prior written consent of the Required Lenders, which consent may be given or
withheld in the Required Lenders’ sole discretion, either the EPC Contractor or
any subcontractor may submit an invoice on behalf of the Borrowers, and the
Lenders may, in their sole discretion, make payments directly to the EPC
Contractor, any subcontractor or any other Person.  The Administrative
Agent shall give the Borrowers prior written notice of payments to be made by
the Lenders pursuant to this paragraph.  All sums advanced and
disbursed pursuant to this paragraph shall be deemed to be Construction Loans
disbursed pursuant to the Financing Documents.

     

    
      
        
        

      

      
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    (c)           Each
Borrower hereby appoints the Collateral Agent (acting on the instruction of the
Administrative Agent, acting on the instructions of the Required Lenders) as the
attorney-in-fact of the Borrowers, with full power of substitution, and in the
name of each of the Borrowers, if the Administrative Agent (acting on the
instructions of the Required Lenders) elects to do so at any time after the
occurrence and during the continuance of an Event of Default, to: (i) make such
changes in the Plans and Specifications, employ such engineers and contractors
as may be required, and advance and apply such sums as are necessary, including
any proceeds of the Loans, for the purpose of completing the construction of
each Plant, (ii) disburse and directly apply the proceeds of any Loan to the
satisfaction of any of the obligations of the Borrowers hereunder or under any
other Financing Document, (iii) hold, use, disburse and apply the Loans for
payment of any Project Costs, and/or the payment or performance of any
obligation of the Borrowers under any Project Document, (iv) advance and incur
such expenses as the Required Lenders deem reasonably necessary for the
completion of construction of the Plants and to preserve the Project, (v)
disburse any portion of any Loan, from time to time, to Persons other than the
Borrowers for the purposes specified herein or in any other Transaction
Document, (vi) construct, maintain or operate any Plant, (vii) execute all
applications and certificates in the name of any Borrower as may be required for
construction and operation of any Plant, (viii) endorse the name of any Borrower
on any checks or drafts, representing proceeds of any insurance policies, or
other checks or instruments payable to any Borrower with respect to the Project,
(ix) do every act with respect to the Transaction Documents and the construction
and operation of the Project which any Borrower may do, (x) prosecute or defend
any action or proceedings incident to the Project and (xi) upon the direction of
the Administrative Agent (acting on the instructions of the Required Lenders)
and at the expense of the Borrowers, at any time or from time to time, all acts
and things which the Administrative Agent (acting on the instructions of the
Required Lenders) deems necessary to protect or preserve the
Collateral.  The power-of-attorney granted hereby is a power coupled
with an interest and is irrevocable.  The Collateral Agent shall have
no obligation to undertake any of the foregoing actions, and, if it takes any
such action it shall have no liability to any Borrower to continue the same or
for the sufficiency or adequacy thereof.  At the request of the
Collateral Agent, the Borrowers shall ratify all actions taken by or on behalf
of the Collateral Agent hereunder.

     

    (d)           Any
funds of any Lender or the Collateral Agent (including the proceeds of any
Loans) used for any purpose referred to in this Section 7.3, whether or not in
excess (without obligating any Lender to fund any Loans in excess of its
Construction Loan Commitment) of the relevant Commitments shall (i) be governed
hereby, (ii) constitute a part of the Obligations secured by the Security
Documents, (iii) bear interest at the Default Rate, and (iv) be payable upon
demand by such Lender or the Collateral Agent, as applicable.

     

    
      
        	
              	
                SECTION
      8.

              	
                THE
      AGENTS.

              


      

    

     

    8.1           Appointment and
Authorization.

     

    (a)           Each
Lender hereby irrevocably (subject to Section 8.9) appoints, designates and
authorizes the Administrative Agent to take such action on its behalf under the
provisions of this Agreement and each other Financing Document and to exercise
such powers and perform such duties as are expressly delegated to it by the
terms of this Agreement or any such other Financing Document, together with such
powers as are reasonably incidental thereto.

     

    
      
        
        

      

      
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    (b)           Each
Lender hereby irrevocably (subject to Section 8.9) appoints, designates and
authorizes the Collateral Agent to take such action on its behalf under the
provisions of this Agreement and each other Financing Document and to exercise
such powers and perform such duties as are expressly delegated to it by the
terms of this Agreement or any such other Financing Document, together with such
powers as are reasonably incidental thereto.

     

    (c)           Each
Lender hereby irrevocably (subject to Section 8.4 of the Account Agreement and
Section 8.9 hereof) consents to the appointment by the Collateral Agent of
Deutsche Bank Trust Company Americas, as the Depositary Agent under the Account
Agreement, and hereby authorizes the Depositary Agent to take such action on its
behalf under the provisions of the Account Agreement, and to exercise such
powers and perform such duties as are expressly delegated to it by the terms
thereof, together with such powers as are reasonably incidental
thereto.

     

    (d)           Each
of the Lenders authorizes, respectively, each Agent to execute, deliver and
perform each of the Financing Documents to which such Agent is or is intended to
be a party and each Lender agrees to be bound by all of the agreements of such
Agent contained in the Financing Documents.

     

    (e)           Notwithstanding
any provision to the contrary contained elsewhere in this Agreement or in any
other Financing Document, none of the Agents shall have any duties or
responsibilities except those expressly set forth herein and in the other
Financing Documents, nor shall any of the Agents have or be deemed to have any
fiduciary relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Financing Document or otherwise exist against any of the
Agents.  Without limiting the generality of the foregoing sentence,
the use of the terms “Administrative Agent” and “Collateral Agent” in this
Agreement with reference to the Administrative Agent or the Collateral Agent is
not intended to connote any fiduciary or other implied (or express) obligations
arising under agency doctrine of any applicable Law.  Instead, such
terms are used merely as a matter of market custom, and are intended to create
or reflect only a relationship between independent contracting
parties.

     

    8.2           Delegation of
Duties.  Any of the Agents may execute any of its duties under
this Agreement or any other Financing Document by or through agents, employees
or attorneys-in-fact and shall be entitled to advice of counsel, accountants,
appraisers or other experts or advisors concerning all matters pertaining to
such duties.  None of the Agents shall be responsible for the
negligence or misconduct of any agent or attorney-in-fact that it selects with
reasonable care.  Without limiting the generality of the foregoing,
the Collateral Agent shall, for the purpose of meeting any legal requirement of
any jurisdiction in which any Collateral may at the time be located, have the
power, and may execute and deliver all instruments necessary or required to
appoint one or more Persons to act as a sub-agent of the Collateral Agent, and
to vest in such Person or Persons, in such capacity and for the benefit of the
Secured Parties, such title to the Collateral or any part thereof, and subject
to this Section 8.2, such powers, duties, obligations, rights and trusts as the
Collateral Agent may reasonably consider necessary; provided, however, that the
appointment of the such sub-agent shall be subject to the approval of the
Administrative Agent.

     

    
      
        
        

      

      
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    8.3           Liability of the
Agents.  None of the Agents or any Agent-Related Persons shall
(a) be liable for any action taken or omitted to be taken by any of them under
or in connection with this Agreement or any other Transaction Document or the
transactions contemplated hereby (except for its own gross negligence or willful
misconduct), or (b) be responsible in any manner to any of the Secured Parties
or any other Person for any recital, statement, representation or warranty made
by any Borrower or any Affiliate of any Borrower, or any officer thereof,
contained in this Agreement or in any other Transaction Document, or in any
certificate, report, statement or other document referred to or provided for in,
or received by any Agent under or in connection with, this Agreement or any
other Transaction Document, or for the value of or title to any Collateral, or
the validity, effectiveness, genuineness, enforceability or sufficiency of this
Agreement or any other Transaction Document, or for any failure of any Borrower
or any other party to any Transaction Document to perform its obligations
hereunder or thereunder.  None of the Agents or any Agent-Related
Person shall be under any obligation to any Secured Party to ascertain or to
inquire as to the observance or performance of any of the agreements contained
in, or conditions of, this Agreement or any other Transaction Document, or to
inspect the Properties, books or records of any Borrower or any Affiliate of any
Borrower.

     

    8.4           Reliance by the
Agents.  Each of the Agents shall be entitled to conclusively
rely, and shall be fully protected in relying, upon any writing, resolution,
notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or
telephone message, statement or other document or conversation believed by it to
be genuine and correct and to have been signed, sent or made by the proper
Person or Persons, and upon advice and statements of legal counsel (including
counsel to any Borrower), independent accountants and other experts selected by
any such Agent.  Each of the Agents shall be fully justified in
failing or refusing to take any action under this Agreement or any other
Transaction Document (a) if such action would, in the opinion of such Agent
(upon consultation with counsel), be contrary to applicable Law or the terms of
any Financing Document, (b) if such action is not specifically provided for in
the Financing Documents to which such Agent is a party, and it shall not have
received such advice or concurrence of the Required Lenders, in the case of the
Administrative Agent, and the Administrative Agent (acting on the instructions
of the Required Lenders), in the case of the Collateral Agent, as it deems
appropriate, (c) if in connection with the taking of any such action that would
constitute the making of a payment due under any Project Document pursuant to
the terms of any Consent Agreement, it shall not first have received from any or
all of the other Secured Parties funds equal to the amount of such payment, or
(d) unless, if it so requests, such Agent shall first be indemnified to its
satisfaction by the Lenders against any and all liability and expense which may
be incurred by it by reason of taking or continuing to take any such
action.  Each of the Agents shall in all cases be fully protected in
acting, or in refraining from acting, under this Agreement or any other
Transaction Document in accordance with a request or consent of the Required
Lenders, in the case of the Administrative Agent, and the Administrative Agent
(acting on the instructions of the Required Lenders), in the case of the
Collateral Agent, and such request and any action taken or failure to act
pursuant thereto shall be binding upon all of the Secured Parties.

     

    
      
        
        

      

      
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    8.5           Notice of
Default.  (a)  The Administrative Agent shall not be
deemed to have knowledge or notice of the occurrence of any Default or Event of
Default, except with respect to defaults in the payment of principal, interest
and fees required to be paid to the Administrative Agent for the account of the
Lenders, unless the Administrative Agent shall have received written notice from
a Lender or the Borrowers referring to this Agreement, describing such Default
or Event of Default and stating that such notice is a “Notice of Default.” If
the Administrative Agent receives any such notice of the occurrence of a Default
or an Event of Default, it shall give notice thereof to the
Lenders.  The Administrative Agent shall take such action with respect
to such Default or Event of Default as may be requested by the Required Lenders
in accordance with this Section 8; provided, however, that unless
and until the Administrative Agent has received any such request, the
Administrative Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable or in the best interest of the
Lenders.

     

    (b)           The
Collateral Agent shall not be deemed to have knowledge or notice of the
occurrence of any Default or Event of Default unless a Responsible Officer of
the Collateral Agent shall have received written notice from the Administrative
Agent, a Lender or the Borrowers referring to this Agreement, describing such
Default or Event of Default and stating that such notice is a “Notice of
Default”. If the Collateral Agent receives any such notice of the occurrence of
a Default or an Event of Default, it shall give notice thereof to the
Administrative Agent and the Lenders.  The Collateral Agent shall take
such action with respect to such Default or Event of Default, and such action on
behalf of the Secured Parties under any other Financing Document as may be
requested by the Administrative Agent (acting on the instructions of the
Required Lenders); provided, however, that unless
and until the Collateral Agent has received any such request, the Collateral
Agent may (but shall not be obligated to) take such action, or refrain from
taking such action, with respect to such Default or Event of Default or other
Financing Document as it shall deem advisable or in the best interest of the
Lenders.

     

    8.6           Credit
Decision.  Each Lender acknowledges that none of the Agents or
the Agent-Related Persons has made any representation or warranty to it, and
that no act by any of the Agents hereafter taken, including any review of the
Project or of the affairs of any Borrower, shall be deemed to constitute any
representation or warranty by any Agent or Agent-Related Person to any
Lender.  Each Lender represents to the Agents that it has,
independently and without reliance upon any Agent or Agent-Related Person and
based on such documents and information as it has deemed appropriate, made its
own appraisal of and investigation into the business, prospects, operations,
Property, financial and other condition and creditworthiness of the Borrowers,
the Project, the value of and title to any Collateral, and all applicable bank
regulatory Laws relating to the transactions contemplated hereby, and made its
own decision to enter into this Agreement and to extend credit to the Borrowers
hereunder.  Each Lender also represents that it will, independently
and without reliance upon any Agent or Agent-Related Person and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit analysis, appraisals and decisions in taking or not taking
action under this Agreement and the other Transaction Documents, and to make
such investigations as it deems necessary to inform itself as to the business,
prospects, operations, Property, financial and other condition and
creditworthiness of the Borrowers and the Project.  Except for
notices, reports and other documents expressly required pursuant to any
Financing Document to be furnished to the Lenders by the Agents, the Agents
shall not have any duty or responsibility to provide any Lender with any credit
or other information concerning the business, prospects, operations, Property,
financial and other condition or creditworthiness of the Project or of any
Borrower which may come into the possession of any Agent or any of the
Agent-Related Persons.

     

    
      
        
        

      

      
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    8.7           Indemnification of
Agents.

     

    (a)           Whether
or not the transactions contemplated hereby are consummated, the Lenders shall
indemnify upon demand each Agent and the Agent-Related Persons (to the extent
not reimbursed by or on behalf of the Borrowers and without limiting the
obligation of any Borrower to do so), pro rata in accordance with
the aggregate principal amount of the Loans held by such Lender, from and
against any and all Indemnified Liabilities; provided, however, that no
Lender shall be liable for the payment to any Agent or the Agent-Related Persons
of any portion of such Indemnified Liabilities resulting solely from such
Person’s gross negligence or willful misconduct.

     

    (b)           Without
limitation of the foregoing, each Lender shall reimburse each Agent upon demand
for its ratable share as provided above of any costs or out-of-pocket expenses
(including Attorney Costs) incurred by such Agent in connection with the
preparation, execution, delivery, administration, modification, amendment or
enforcement (whether through negotiations, legal proceedings or otherwise) of,
or legal advice in respect of rights or responsibilities under, this Agreement,
any other Transaction Document or any document contemplated by or referred to
herein, to the extent that such Agent is not reimbursed for such expenses by or
on behalf of the Borrowers.

     

    (c)           The
undertakings of each Lenders and any Borrower in this Section shall survive the
payment of all Obligations hereunder and the resignation or replacement of any
Agent and the termination of this Agreement.

     

    8.8           Agents in Individual
Capacities.  Each of the Agents and their respective Affiliates
may make loans to, issue letters of credit for the account of, accept deposits
from, acquire equity interests in and generally engage in any kind of banking,
trust, financial advisory, underwriting or other business with any Borrower or
its Affiliates as though such Agent were not an Agent hereunder and without
notice to or consent of the Lenders.  The Lenders acknowledge that,
pursuant to such activities, an Agent or its Affiliates may receive information
regarding any Borrower or its Affiliates (including information that may be
subject to confidentiality obligations in favor of such Borrower or such
Affiliates) and acknowledge that the Agents shall be under no obligation to
provide such information to them.  Any Agent which is also a Lender
hereunder shall have the same rights and powers under this Agreement as any
other Lender and may exercise the same as though it were not an Agent, and the
terms “Lender” and “Lenders” shall include such Agent in its individual
capacity.

     

    8.9           Successor
Agents.

     

    (a)           The
Collateral Agent may, on the instructions of the Administrative Agent (acting at
the direction of the Required Lenders), remove and replace the Depositary Agent
pursuant to the terms and conditions of the Account Agreement and may, on the
instructions of the Administrative Agent (acting at the direction of the
Required Lenders), direct the Depositary Agent according to the terms of this
Agreement and the relevant Financing Documents.

     

    
      
        
        

      

      
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    (b)           Subject
to the appointment and acceptance of a successor as provided below, each of the
Administrative Agent and the Collateral Agent may resign at any time by giving
notice thereof to the other Agents, the Lenders and the Borrowers, and each such
Agent may be removed at any time with or without cause by the Required
Lenders.  Upon any such resignation or removal, the Required Lenders
shall have the right to appoint a successor to the applicable
Agent.  If no successor Agent shall have been appointed by the
Required Lenders, and shall have accepted such appointment with thirty (30) days
after the resigning Agent’s giving of notice of resignation or the giving of any
notice of removal of any such Agent, then the resigning Agent or Agent being
removed, as the case may be, may, at the expense of the Borrowers, appoint, or
petition a court of competent jurisdiction for, a successor to such
Agent.  If the Collateral Agent shall resign or be removed pursuant to
the foregoing provisions, upon the acceptance of appointment by a successor
Collateral Agent hereunder, the former Collateral Agent shall deliver all
Collateral then in its possession to the successor Collateral
Agent.  Upon the acceptance of its appointment as a successor Agent
hereunder, such successor Agent shall thereupon succeed to and become vested
with all the rights, powers, privileges and duties of such resigning or removed
Agent, and such resigning Agent or removed Agent shall be discharged from its
duties and obligations hereunder.

     

    (c)           After
any Agent’s resignation or removal, the provisions of this Section 8 and of
Sections 9.1 and 9.2 shall inure to its benefit as to any actions taken or
omitted to be taken by it while it was an Agent.

     

    (d)           Any
such resignation by or removal of the Administrative Agent hereunder shall also
constitute its resignation as a Letter of Credit Issuer, in which case the
resigning Administrative Agent (x) shall not be required to issue any further
Letters of Credit and (y) shall maintain all of its rights as Letter of Credit
Issuer with respect to any Letters of Credit issued by it prior to the date of
such resignation.

     

    (e)           Any
successor Collateral Agent shall be a bank that (a) has an office in New York,
New York with capital, surplus and undivided profits of at least One Hundred
Million ($100,000,000), (b) is experienced in administering similar financing
transactions, (c) is experienced in administering non-recourse project finance
transactions and (d) is reasonably acceptable to the other
Agents.  Any successor Collateral Agent shall evidence its acceptance
of this Agreement by executing and delivering to the Borrowers and the Agents an
instrument accepting this Agreement and its appointment as Collateral Agent and
under the Transaction Documents.

     

    (f)           Subject
to satisfaction of the requirements in Section 8.9(e), any entity into which the
Collateral Agent is merged or converted or with which it is consolidated or
which results from a merger, conversion or consolidation to which it is a party
or who purchases all or substantially all of its corporate trust business shall,
to the extent permitted by Law, be the successor Collateral Agent under this
Agreement without further formality and shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the Collateral
Agent with which such corporation was merged, converted or
consolidated.  The Collateral Agent concerned shall forthwith notify
any Borrower and the Administrative Agent of any such event.

     

    
      
        
        

      

      
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    8.10        Registry.  Each
Borrower hereby designates the Administrative Agent, and the Administrative
Agent agrees, to serve as the Borrowers’ agent, solely for purposes of this
Section 8.10, to maintain a register at one of its offices in New York, New York
(the “Register”) on which
it will record the Commitments from time to time of each of the Lenders, the
Loans made by each of the Lenders and each repayment in respect of the principal
amount of the Loans of each Lender.  Failure to make any such
recordation, or any error in such recordation shall not affect any Borrower’s
obligations in respect of such Loans.  With respect to any Lender, the
transfer of the Commitments of such Lender and the rights to the principal of,
and interest on, any Loan made pursuant to such Commitments shall not be
effective until such transfer is recorded on the Register maintained by the
Administrative Agent with respect to ownership of such Commitments and Loans,
and prior to such recordation all amounts owing to the transferor with respect
to such Commitments and Loans shall remain owing to the
transferor.  The registration of an assignment or transfer of all or
part of any Commitments and Loans shall be recorded by the Administrative Agent
on the Register only upon the acceptance by the Administrative Agent of a
properly executed and delivered Assignment and Acceptance pursuant to Section
9.13. Coincident with the delivery of such Assignment and Acceptance to the
Administrative Agent for acceptance and registration of assignment or transfer
of all or part of a Loan, or as soon thereafter as practicable, the assigning or
transferor Lender shall surrender the Note evidencing such Loan, and thereupon
one or more new Notes in the same aggregate principal amount shall be issued to
the assigning or transferor Lender and/or the new Lender.  Each
Borrower agrees to indemnify the Administrative Agent from and against any and
all losses, claims, damages and liabilities of whatsoever nature which may be
imposed on, asserted against or incurred by the Administrative Agent in
performing its duties under this Section 8.10.

     

    8.11        Information.  The
Administrative Agent shall deliver to the Collateral Agent the certificate of an
Authorized Officer of the Administrative Agent certifying as to the name,
incumbency and specimen signature of each officer of the Administrative Agent
authorized to provide instructions or directions to the Collateral Agent under
the Transaction Documents.  Each Borrower shall deliver to the
Collateral Agent the certificate of an Authorized Officer of such Borrower
authorized to provide instructions or directions to the Collateral Agent under
the Transaction Documents.  The Collateral Agent may conclusively rely
on such certificates until the Collateral Agent receives a replacement
certificate from the Administrative Agent or the Borrowers’ Agent, as
applicable.

     

    8.12        Miscellaneous.

     

    (a)          In
any circumstance where the Collateral Agent is required to exercise discretion,
approve documentation or distribute proceeds under any Transaction Documents,
the Collateral Agent may, at its option, seek to obtain instructions or
directions from the Administrative Agent with respect to such
action.

     

    (b)         The
Collateral Agent shall, at any time, have the right to seek instructions
concerning the administration of the arrangements created hereunder from any
court of competent jurisdiction.

     

    
      
        
        

      

      
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    (c)           The
Collateral Agent shall not be in breach of its obligations under this Agreement,
to the extent that its performance is prevented or delayed by any act, event or
circumstance which is not reasonably within the control of the Collateral Agent
acting as a reasonable and prudent Person (“force majeure”). Acts, events or
circumstances constituting force majeure shall include, without limitation,
strikes, work stoppages, acts of war or terrorism, civil or military
disturbances, nuclear or natural catastrophes or acts of god; it being
understood that the Collateral Agent shall use reasonable efforts which are
consistent with accepted practices in the banking industry to resume performance
as soon as practicable.  If the Collateral Agent claims to be relieved
of its obligations under this Agreement on grounds that an act, event or
circumstance constitutes force majeure, it shall promptly notify the
Administrative Agent of such act, event or circumstance.

     

    (d)           The
Collateral Agent shall not be liable under or in connection with the Transaction
Documents for indirect, special, incidental, punitive or consequential losses or
damages of any kind whatsoever, including, but not limited to, lost profits,
whether or not foreseeable (except for liability arising from the Collateral
Agent’s own gross negligence or willful misconduct).

     

    (e)           None
of the provisions of this Agreement or the other Transaction Documents shall be
construed to require the Collateral Agent in its individual capacity to expend
or risk its own funds or otherwise to incur any personal financial liability in
the performance of any of its duties hereunder or thereunder (except for
liability arising from the Collateral Agent’s own gross negligence or willful
misconduct).

     

    (f)           Any
notice from a Secured Party or the Administrative Agent to the Collateral Agent
shall state whether such notice is being delivered on behalf of the Required
Lenders or otherwise.

     

    (g)          In
the event that the Collateral Agent is required to acquire title to an asset for
any reason, or take any managerial action of any kind in regard thereto, in
order to carry out any fiduciary or trust obligation for the benefit of another,
which in the Collateral Agent’s sole discretion may cause the Collateral Agent
to be considered an “owner or operator” under the provisions of the
Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”),
42 U.S.C. §9601, et seq., or otherwise cause the Collateral Agent to incur
liability under CERCLA or any other federal, state or local law, the Collateral
Agent reserves the right, instead of taking such action, to resign as the
Collateral Agent.  The Collateral Agent shall not be liable to any
Borrower or the Secured Parties or any other Person for any environmental claims
or contribution actions under any federal, state or local law, rule or
regulation by reason of the Collateral Agent’s actions and conduct as
authorized, empowered and directed hereunder or relating to the discharge,
release or threatened release of hazardous materials into the environment
(except for liability arising from the Collateral Agent’s own gross negligence
or willful misconduct). If at any time it is necessary or advisable for the
Project to be possessed, owned, operated or managed by any Person (including the
Collateral Agent) other than the Borrowers, the Administrative Agent shall
direct the Collateral Agent to appoint an appropriately qualified Person
(excluding the Collateral Agent) who the Administrative Agent shall designate to
possess, own, operate or manage, as the case may be, the Project.

     

    
      
        
        

      

      
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      SECTION 9.

            	
              MISCELLANEOUS.

            


    

     

    9.1           Costs and
Expenses.  The Borrowers shall, whether or not the transactions
contemplated hereby are consummated and whether or not any of the following are
incurred before or after the Closing Date, pay, within ten (10) Business Days
after receipt of invoice, all reasonable costs and expenses of the
Administrative Agent, the Collateral Agent and the Arranger in connection with
the preparation, issuance, delivery, filing, recording and administration of
this Agreement (including any syndication of Commitments and/or Loans), the
other Transaction Documents, and any other documents which may be delivered in
connection herewith or therewith, including, without limitation, all reasonable
engineers’, architects’, environmental, fuel, insurance, market and other
consultants’ fees (including any such fees incurred in connection with the
preparation of any report referred to herein and any inspections pursuant
hereto), all reasonable Attorney Costs, the reasonable fees and expenses of any
local counsel who may be retained by the Administrative Agent and/or the
Collateral Agent with respect to the transactions contemplated by this
Agreement, and all costs and expenses incurred by any Secured Party (including
Attorney Costs) in connection with (a) any and all amounts which any Secured
Party has paid relative to curing any Event of Default resulting from the acts
or omissions of any Borrower under this Agreement or any other Transaction
Document, (b) the enforcement or attempted enforcement of, or the investigation
or preservation of any rights or remedies under, this Agreement or any other
Transaction Document, or (c) any amendment, waiver or consent with respect to
any provision contained in this Agreement or any other Transaction
Document.  In addition, the Borrowers shall pay and hold the Secured
Parties harmless from and against any and all present and future stamp,
documentary, transfer, sales and use, value-added, excise and other taxes and
fees payable or determined to be payable in connection with the execution,
delivery, filing and recording of and the performance of any obligation and
making any payment under this Agreement, any other Transaction Document, or any
other document which may be delivered in connection with this Agreement, and
agrees to save the Secured Parties harmless from and against any and all
liabilities with respect to or resulting from any delay in paying or omission to
pay such taxes and fees.

     

    9.2           Indemnity.  Whether
or not the transactions contemplated hereby are consummated:

     

    (a)           The
Borrowers shall pay, indemnify, and hold each Secured Party, the Arranger and
each of their respective officers, directors, employees, counsel, agents and
attorneys-in-fact and Affiliates (each, an “Indemnified Person”)
harmless from and against any and all liabilities, obligations, losses, damages,
penalties, claims, actions, judgments, suits, costs, charges, expenses or
disbursements (including Attorney Costs) of any kind or nature whatsoever which
may at any time (including at any time following repayment of the Loans or the
termination, resignation or replacement of any Agent or any Lender) be imposed
on, incurred by or asserted against any such Person in any way relating to or
arising out of this Agreement or any other Transaction Document, including the
Security Documents and any other document or instrument contemplated by or
referred to herein or therein, or the transactions contemplated hereby and
thereby, or any action taken or omitted by any such Person under or in
connection with any of the foregoing, including with respect to the exercise by
any Secured Party of any of its respective rights or remedies under any of the
Financing Documents, and any investigation, litigation or proceeding (including
any bankruptcy, insolvency, reorganization or other similar proceeding or
appellate proceeding) related to this Agreement or any other Transaction
Document or the Loans, or the use of the proceeds thereof, whether or not any
Indemnified Person is a party thereto (all the foregoing, collectively, the
“Indemnified
Liabilities”); provided, that the
Borrowers shall have no obligation hereunder to any Indemnified Person with
respect to Indemnified Liabilities arising from the gross negligence or willful
misconduct of such Indemnified Person.

     

    
      
        
        

      

      
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    (b)           Environmental
Indemnity.

     

    (i)           Without
in any way limiting the generality of the other provisions contained in this
Section 9.2, the Borrowers agree to defend, protect, indemnify, save and hold
harmless each Indemnified Person, whether as beneficiary of any of the Security
Documents, as a mortgagee in possession, or as successor-in- interest to any
Borrower by foreclosure deed or deed in lieu of foreclosure, or otherwise, from
and against any and all liabilities, obligations, losses, damages (including
punitive claims), penalties, fees, claims, actions, judgments, suits, costs,
disbursements (including, without limitation, Attorney Costs and consultants’
fees and disbursements) and expenses (collectively, “Losses”) of any kind
or nature whatsoever that may at any time be incurred by, imposed on, asserted
or awarded against any such Indemnified Person directly or indirectly based on,
or arising out of or resulting from, (A) the actual or alleged presence of
Hazardous Materials on, in, under or affecting all or any portion of the Land
whether or not the same originates or emanates from the Land or any property
adjoining or adjacent to the Land, or on, in, under or affecting properties at
which any Hazardous Materials generated, stored or handled by the Borrowers were
Released or disposed of, (B) any Environmental Claim relating to the Land or the
Project or (C)  reasonable and necessary costs of response or
corrective action in connection with any existing contamination at any Project
or otherwise arising under Environmental Laws, in connection with the exercise
of any Secured Party’s rights under any of the provisions of the Security
Documents (the “Indemnified
Matters”), whether any of the Indemnified Matters arise before or after
foreclosure of any of the Security Interests or other taking of title to all or
any portion of the Collateral by any Secured Party, including, without
limitation, (x) the costs of removal of any and all Hazardous Materials from all
or any portion of the Land or any property adjoining or adjacent to the Land,
(y) additional costs required to take reasonable precautions to protect against
the Release of Hazardous Materials on, in, under or affecting the Land into the
air, any body of water, any other public domain or any surrounding areas, and
(z) costs incurred to comply, in connection with all or any portion of the Land
or any surrounding areas, with all applicable Environmental Laws with respect to
Hazardous Materials, except to the extent that any such Indemnified Matter
arises from the gross negligence or willful misconduct of such Indemnified
Person.

     

    (ii)           In
no event shall any site visit, observation, or testing by any Indemnified Person
(or any representative of any such Person) be deemed to be a representation or
warranty that Hazardous Materials are or are not present in, on, or under, the
Land, or that there has been or shall be compliance with any Environmental
Law.  Neither any Borrower nor any other Person is entitled to rely on
any site visit, observation, or testing by any Indemnified Person.  No
Indemnified Person owes any duty of care to protect any Borrower or any other
Person against, or to inform any Borrower or any other Person of, any Hazardous
Materials or any other adverse condition affecting the Land, each Plant or the
Project.  No Indemnified Person shall be obligated to disclose to any
Borrower or any other Person any report or findings made as a result of, or in
connection with, any site visit, observation, or testing by any Indemnified
Person, except as reasonably required in connection with any claim for
indemnification pursuant to this Section 9.2(b).

     

    
      
        
        

      

      
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    (c)           Survival;
Defense.  The obligations in this Section 9.2 shall survive
payment of the Loans and all other Obligations.  At the election of
any Indemnified Person, the Borrower’s indemnification obligations under this
Section 9.2 shall include the obligation to defend such Indemnified Person using
legal counsel satisfactory to such Indemnified Person, at the sole cost and
expense of the Borrowers.  All amounts owing under this Section 9.2
shall be paid within 30 days after demand.

     

    (d)           Contribution.  To
the extent that any undertaking in the preceding paragraphs of this Section 9.2
may be unenforceable because it is violative of any law or public policy, the
Borrowers will contribute the maximum portion that it is permitted to pay and
satisfy under applicable Law to the payment and satisfaction of such
undertaking.

     

    (e)           Settlement.  So
long as the Borrowers are in compliance with their obligations under this
Section 9.2, the Borrowers shall not be liable to any Indemnified Person under
this Section 9.2 for any settlement made by such Indemnified Person without the
Borrowers’ consent.

     

    9.3           Notices.

     

    (a)           All
notices, requests and other communications provided for hereunder shall be in
writing (including, unless the context expressly otherwise provides, by
facsimile transmission, but excluding email, provided that any
matter transmitted by any Borrower or the Borrowers’ Agent by facsimile (i)
shall be immediately confirmed by a telephone call to the recipient at the
number specified on the applicable signature page hereof, and (ii) shall be
followed promptly by a hard copy original thereof by express courier) and faxed
or delivered, to the address or facsimile number specified for notices on the
applicable signature page hereof or to such other address as shall be designated
by such party in a written notice to the other parties hereto.

     

    (b)           All
such notices, requests and communications (i) sent by express courier will be
effective upon delivery to or refusal to accept delivery by the addressee, and
(ii) transmitted by facsimile will be effective when sent and facsimile
confirmation received; except that all notices and other communications to any
Agent shall not be effective until actually received.

     

    (c)           Each
Borrower acknowledges and agrees that any agreement of the Secured Parties to
receive certain notices by telephone and facsimile is solely for the convenience
and at the request of the Borrowers.  The Secured Parties shall be
entitled to rely on the authority of any Person purporting to be a Person
authorized by the Borrowers to give such notice and the Secured Parties shall
not have any liability to the Borrowers or other Person on account of any action
taken or not taken by any of the Secured Parties in reliance upon such
telephonic or facsimile notice.


    
      
         


      

      
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    (d)           All
notices, requests and other communications hereunder and under the other
Financing Documents shall be in the English language.

     

    9.4           Benefit of
Agreement.  This Agreement shall be binding upon and inure to
the benefit of and be enforceable by the respective successors and permitted
assigns of the parties hereto.  No Borrower may assign or otherwise
transfer any of its rights under this Agreement or any of the other Financing
Documents.

     

    9.5           No Waiver; Remedies
Cumulative.  No failure or delay on the part of any of the
Secured Parties or the holder of any Note in exercising any right, power or
privilege hereunder or under any other Financing Document and no course of
dealing between any Borrower and any Secured Party or the holder of any Note
shall operate as a waiver thereof, nor shall any single or partial exercise of
any right, power or privilege hereunder or under any other Financing Document
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege hereunder or thereunder.  No notice to or
demand on any Borrower in any case shall entitle any Borrower to any other or
further notice or demand in similar or other circumstances or constitute a
waiver of the rights of any Secured Party or the holder of any Note to take any
other or further action in any circumstances without notice or
demand.  All remedies, either under this Agreement or any other
Financing Document or pursuant to any applicable Law or otherwise afforded to
any Secured Party shall be cumulative and not alternative.

     

    9.6           No Third Party
Beneficiaries.  The agreement of each Lender to make extensions
of credit to the Borrowers on the terms and conditions set forth in this
Agreement and the other Financing Documents is solely for the benefit of the
Borrowers, and no other Person (including any other Project Participant, or any
contractor, sub-contractor, supplier, worker, carrier, warehouseman, materialman
or vendor furnishing supplies, goods or services to or for the benefit of any
Borrower or the Project or receiving services from the Project) shall have any
rights hereunder against any Secured Party with respect to the Loans, the
proceeds thereof or otherwise.

     

    9.7           Reinstatement.  To
the extent that any Secured Party receives any payment by or on behalf of any
Borrower, which payment or any part thereof is subsequently invalidated,
declared to be fraudulent or preferential, set aside or required to be repaid to
such Borrower or to its estate, trustee, receiver, custodian or any other party
under any Bankruptcy Law or otherwise, then to the extent of the amount so
required to be repaid, the obligation or part thereof which has been paid,
reduced or satisfied by the amount so repaid shall be reinstated by the amount
so repaid and shall be included within the Obligations as of the date such
initial payment, reduction or satisfaction occurred.

     

    9.8           No
Immunity.  To the extent that any Borrower may be entitled, in
any jurisdiction in which judicial proceedings may at any time be commenced with
respect to this Agreement or any other Financing Document, to claim for itself
or its revenues, assets or Properties any immunity from suit, the jurisdiction
of any court, attachment prior to judgment, attachment in aid of execution of
judgment, set-off, execution of a judgment or any other legal process, and to
the extent that in any such jurisdiction there may be attributed to such Person
such an immunity (whether or not claimed), such Borrower hereby irrevocably
agrees not to claim and hereby irrevocably waives such immunity to the fullest
extent permitted by the Law of the applicable jurisdiction.


    
      
         


      

      
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    9.9           Intentionally
Omitted.

     

    9.10         The
Arranger.  The Arranger shall not have any right, power,
obligation, liability, responsibility or duty under this Agreement other than
the rights to receive reimbursement or payment of costs or expenses incurred by
it as provided in Section 9.1 and the right to indemnity under Section
9.2.

     

    9.11         Counterparts.  This
Agreement may be executed in any number of counterparts and by the different
parties hereto on separate counterparts, each of which when so executed and
delivered shall be an original, but all of which shall together constitute one
and the same instrument.

     

    9.12         Amendment or
Waiver.

     

    (a)           No
provision of this Agreement or any other Financing Document may be amended,
supplemented, modified or waived, except by a written instrument signed by the
Administrative Agent (acting on the instructions of the Required Lenders), each
of the Borrowers (but only if such Borrower is a party thereto) and the Agents
party thereto, provided that if such
Agent’s rights and obligations are not affected by such amendment, such Agent
shall act upon the instructions of the Administrative Agent (acting on the
instructions of the Required Lenders). Notwithstanding the foregoing provisions,
no such waiver and no such amendment, supplement or modification shall (i)
increase the Commitment of any Lender (it being understood that, except as
expressly provided in this Agreement, waivers or modifications of conditions
precedent, covenants, Defaults or Events of Default shall not constitute an
increase of the Commitment of any Lender), without the prior written consent of
such Lender, (ii) modify the scheduled final maturity date of any Loan or Unpaid
Drawing, without the prior written consent of each affected Lender, or modify
any date fixed by this Agreement or any other Financing Document for any payment
of principal, interest or Fees due to any Lender hereunder or under any other
Financing Document, without the prior written consent of such Lender, (iii)
modify the principal of, or the rate of interest specified in any Financing
Document on, any Loan of any Lender, without the prior written consent of such
Lender, (iv) release all or substantially all of the Collateral except as shall
be otherwise provided in any Security Document or other Financing Document or
consent to the assignment or transfer by any Borrower of any of its respective
obligations under this Agreement or any other Financing Document, without the
prior written consent of each Lender, (v) amend, modify or waive any provision
of this Section 9.12 or Section 2.26(c), 6.8, 9.1 or 9.2 of this Agreement, or
otherwise reduce any amount owed to any Lender under any Financing Document,
without the prior written consent of each Lender, or (vi) reduce the
percentage specified in or otherwise amend the definition of Required Lenders,
without the prior written consent of each Lender.


    
      
         


      

      
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    (b)           Any
waiver and any amendment, supplement or modification made or entered into in
accordance with Section 9.12(a) shall be binding upon the Borrowers, the Agents,
the Lenders and the Arranger.

     

    9.13         Assignments, Participations,
etc.

     

    (a)           Any
Lender may, with the written consent of the Administrative Agent, and so long as
no Default or Event of Default has occurred and is continuing, with the written
consent of the Borrowers’ Agent (such consent not be unreasonably withheld or
delayed), at any time assign to one or more Eligible Assignees (each, an “Assignee”) (provided that no
written consent of the Administrative Agent, the Borrowers’ Agent or any other
Person shall be required in connection with any assignment and delegation by a
Lender to (i) an entity that is an Affiliate of such Lender or (ii) another
Lender) all or any part of any Loan and the other rights and obligations of such
Lender hereunder and under the other Financing Documents; provided, that (A)
each such assignment by a Lender of its Loans, its Note or its Commitments shall
be made in such a manner so that the same portion of its Loans, its Note and
Commitments is assigned to the Assignee, and Construction Loans, Construction
Notes, and Construction Loan Commitments shall only be assigned
contemporaneously with Term Loan Commitments; (B) in the case of an assignment
of any part of a Loan to any Assignee, such assignment shall not be for an
amount less than Five Million Dollars ($5,000,000) (or a higher integral
multiple of One Million Dollars ($1,000,000) in excess thereof) in each
instance; and (C) the Borrowers and the Agents may continue to deal solely and
directly with the assigning Lender in connection with the interest so assigned
until (1) written notice of such assignment, together with payment instructions,
addresses and related information with respect to the Assignee, shall have been
given to the Borrowers and the Administrative Agent by such assigning Lender and
the Assignee, (2) the assigning Lender or Assignee has paid to the
Administrative Agent a processing fee in the amount of Three Thousand Five
Hundred Dollars ($3,500), and (3) the assigning Lender shall have delivered to
the Borrowers and the Administrative Agent an Assignment and Acceptance
substantially in the form of Exhibit G hereto (an “Assignment and
Acceptance”) with respect to such assignment from the assigning
Lender.

     

    (b)           Subject
to Section 8.10, from and after the date that the Administrative Agent notifies
the assigning Lender and the Borrowers that it has received (and provided its
consent with respect to) an executed Assignment and Acceptance and payment of
the above-referenced processing fee, (i) the Assignee thereunder shall be a
party hereto and, to the extent that rights and obligations hereunder have been
assigned to it pursuant to such Assignment and Acceptance, shall have the rights
and obligations of a Lender hereunder and under the other Financing Documents,
and this Agreement shall be deemed to be amended to the extent, but only to the
extent, necessary to effect the addition of the Assignee, and any reference to
the assigning Lender hereunder or under the other Financing Documents shall
thereafter refer to such Lender and to the Assignee to the extent of their
respective interests, and (ii) the assigning Lender shall, to the extent that
rights and obligations hereunder and under the other Financing Documents have
been assigned by it pursuant to such Assignment and Acceptance, relinquish its
rights and be released from its obligations under the Financing
Documents.  At the time of each assignment pursuant to Section 9.13(a)
to a Person which is not already a Lender hereunder, the respective assignee
Lender shall provide to the Borrowers and the Administrative Agent the
appropriate Internal Revenue Service Forms (and, if applicable, a Section
2.11(b)(ii) Certificate) described in Section 2.11(b).


    
      
         


      

      
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    (c)           Within
five (5) Business Days after its receipt of notice from the Administrative Agent
that it has received an executed Assignment and Acceptance and payment of the
processing fee, the Borrowers shall execute and deliver to the Administrative
Agent new Notes evidencing the Assignee’s assigned Commitments and Loans and, if
the assigning Lender has retained a portion of its Loans, replacement Notes
reflecting the Commitment and the principal amount of the Loans retained by the
assigning Lender (such Notes to be in exchange for, but not in payment of, the
Notes held by such Lender).

     

    (d)           Any
Lender (the “originating Lender”)
may at any time sell to one or more commercial banks or other Persons not
Affiliates of the Borrowers (a “Participant”)
participating interests in any Loans; provided, however, that (i) the
originating Lender’s obligations under this Agreement shall remain unchanged,
(ii) the originating Lender shall remain solely responsible for the performance
of such obligations, (iii) the Borrowers and the Agents shall continue to deal
solely and directly with the originating Lender in connection with the
originating Lender’s rights and obligations under this Agreement and the other
Financing Documents, and (iv) no Lender shall transfer or grant any
participating interest under which the Participant shall have rights to approve
any amendment to, or any consent or waiver with respect to, this Agreement or
any other Transaction Document, except to the extent such amendment, consent or
waiver would require unanimous consent of the Lenders as described in Section
9.12. In the case of any such participation, the Participant shall not have any
rights under this Agreement or any of the other Financing Documents (the
Participant’s rights against the originating Lender in respect of such
participation to be those set forth in the agreement executed by the originating
Lender in favor of the Participant relating thereto) and all amounts payable by
the Borrowers hereunder shall be determined as if such Lender had not sold such
participation.

     

    (e)           Notwithstanding
any other provision contained in this Agreement or any other Transaction
Document to the contrary, any Lender may assign all or any portion of the Loans
held by it as collateral security, provided that any
payment in respect of such assigned Loans or Notes made by the Borrowers to or
for the account of the assigning or pledging Lender in accordance with the terms
of this Agreement shall satisfy the Borrowers’ obligations hereunder in respect
to such assigned Loans or Notes to the extent of such payment.  No
such assignment shall release the assigning Lender from its obligations
hereunder.

     

    9.14         Survival.  All
indemnities set forth herein, including, without limitation, Section 9.2, shall
survive the execution and delivery of this Agreement and the Notes and the
making and repayment of the Loans.  In addition, each representation
and warranty made or deemed to be made pursuant hereto shall survive the making
of such representation and warranty, and no Lender shall be deemed to have
waived, by reason of making any extension of credit, any Default or Event of
Default which may arise by reason of such representation or warranty proving to
have been false or misleading, notwithstanding that such Lender may have had
notice or knowledge or reason to believe that such representation or warranty
was false or misleading at the time such extension of credit was
made.


    
      
         


      

      
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    9.15         WAIVER OF JURY
TRIAL.  EACH OF THE PARTIES HERETO HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT ANY OF THEM MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN
CONNECTION WITH, THIS AGREEMENT, THE NOTES OR ANY OTHER FINANCING DOCUMENT, OR
ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN)
OR ACTIONS OF ANY PARTY RELATING HERETO OR THERETO.  THIS PROVISION IS
A MATERIAL INDUCEMENT FOR THE SECURED PARTIES TO ENTER INTO THIS
AGREEMENT.

     

    9.16         Right of
Set-off.  Subject to the terms of the Financing Documents
relating to the application of amounts received by the Secured Parties, in
addition to any rights now or hereafter granted under applicable Law or
otherwise, and not by way of limitation of any such rights, upon the occurrence
and during the continuance of an Event of Default, each Secured Party is hereby
authorized at any time or from time to time, without presentment, demand,
protest or other notice of any kind to the Borrowers or to any other Person, any
such notice being hereby expressly waived, to set off and to appropriate and
apply any and all deposits (general or special) and any other Indebtedness at
any time held or owing to such Secured Party (including without limitation by
branches and agencies of any Secured Party wherever located), to or for the
credit or the account of any Borrower against and on account of the Obligations
or liabilities of the Borrowers to such Secured Party under this Agreement or
any of the other Financing Documents, including all claims of any nature or
description arising out of or connected with this Agreement or any other
Financing Document, irrespective of whether such Secured Party shall have made
any demand hereunder and although said Obligations, liabilities or claims, or
any of them, shall be contingent or unmatured.

     

    9.17         Severability.  Any
provision hereof which is prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof and
without affecting the validity or enforceability of any provision in any other
jurisdiction.

     

    9.18         Domicile of
Loans.  Each Lender may transfer and carry its Loans at, to or
for the account of any office, Subsidiary or Affiliate of such
Lender.

     

    9.19         Limitation of
Recourse.  (a)  There shall be full recourse to each and
all of the Borrowers and to all of the Borrowers’ assets for the liabilities of
any Borrower under this Agreement and the other Financing Documents and other
Obligations of any Borrower, but in no event shall the Sponsor, BFE Holdings, or
any officer, director or holder of any equity interest in the Borrowers or the
Sponsor be personally liable or obligated for such liabilities and Obligations
of any Borrower, except as may be specifically provided in any Transaction
Document to which the Sponsor or BFE Holdings is a party.  Nothing
contained herein shall (a) limit or be construed to limit the obligations and
liabilities of the Sponsor or BFE Holdings in any Transaction Document creating
such liabilities and obligations to which the Sponsor or BFE Holdings is a party
or (b) affect or diminish any rights of any Person against any other Person for
such other Person’s fraud, willful misrepresentation, gross negligence or
willful misconduct.


    
      
         


      

      
        99

        
          

        

      

      
         


      

    


    (b)           Each
Lender for itself and its successors and assigns acknowledges and agrees that
Cargill is not a party to this Agreement and is a legal entity separate from the
Borrowers and the Borrowers’ Agent, and that Cargill has not, and does not,
assume any of their obligations and has no obligation to contribute capital, or
otherwise provide financial support, to the Borrowers and the Borrowers’ Agent
or to any other entity in respect of the Project or the Plants (except for the
equity contributions to be made by Cargill Biofuels Investments, LLC as set
forth in each of the relevant LLC Agreements). Accordingly, each Lender is
electing to enter into this Agreement without reliance upon the creditworthiness
of Cargill for repayment of the Loans and without reliance upon any undertakings
by Cargill in respect of the Project or the Plants except those undertakings
expressly set forth in the Consent Agreements and the Project Documents to which
Cargill is a Party.  Cargill is a third party beneficiary of this
Section 9.19 and is entitled to rely on and enforce this Section 9.19(b) against
the parties to this Agreement.  For purposes of this Section 9.19(b),
Cargill means and includes Cargill and its Affiliates, including without
limitation, Cargill Biofuels Investments, LLC and Cargill
Commodities.

     

    9.20         Governing Law; Submission to
Jurisdiction.  (a)  THIS AGREEMENT AND EACH OF THE OTHER
FINANCING DOCUMENTS (UNLESS SUCH DOCUMENT EXPRESSLY STATES OTHERWISE THEREIN)
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF
NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAW RULES THEREOF (OTHER THAN SECTION
5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

     

    (b)           Each
Borrower hereby submits to the nonexclusive jurisdiction of the United States
District Court for the Southern District of New York and of any New York State
court sitting in New York City for the purposes of all legal proceedings arising
out of or relating to this Agreement, any other Financing Document or the
transactions contemplated hereby or thereby.  Each Borrower hereby
irrevocably waives, to the fullest extent permitted by applicable Law, any
objection which it may now or hereafter have to the laying of the venue of any
such proceeding brought in such a court and any claim that any such proceeding
brought in such a court has been brought in an inconvenient
forum.  Each Borrower hereby irrevocably appoints CT Corporation
System (the “Process
Agent”), with an office on the date hereof at 111 Eighth Avenue, New
York, New York 10011, as its agent to receive on its behalf and on behalf of its
Property, service of copies of the summons and complaint and any other process
that may be served in any such action or proceeding.  Service upon the
Process Agent shall be deemed to be personal service on each Borrower and shall
be legal and binding upon the Borrowers for all purposes notwithstanding any
failure to mail copies of such legal process to the Borrowers, or any failure on
the part of any Borrower to receive the same.  Nothing herein shall
affect the right to serve process in any other manner permitted by applicable
Law or any right to bring legal action or proceedings in any other competent
jurisdiction, including judicial or non-judicial foreclosure of real Property
interests which are part of the Collateral.  Each Borrower further
agrees that the aforesaid courts of the State of New York and of the United
States of America for the Southern District of New York shall have exclusive
jurisdiction with respect to any claim or counterclaim of any Borrower based
upon the assertion that the rate of interest charged by or under this Agreement
or under the other Financing Documents is usurious.  To the extent
permitted by applicable Law, each Borrower further irrevocably agrees to the
service of process of any of the aforementioned courts in any suit, action or
proceeding by the mailing of copies thereof by certified mail, postage prepaid,
return receipt requested, to the Borrowers at the address referenced in Section
9.3, such service to be effective upon the date indicated on the postal receipt
returned from the Borrowers.


    
      
         


      

      
        100

        
          

        

      

      
         


      

    


    (c)           The
Borrowers’ Agent and each Borrower agrees that it will at all times continuously
maintain an agent to receive service of process in the State of New York on
behalf of itself and its Properties, and, in the event that for any reason the
agent mentioned above shall not serve as agent for the Borrowers’ Agent or any
Borrower to receive service of process in the State of New York on its behalf,
the Borrowers’ Agent and each such Borrower shall promptly appoint a successor
satisfactory to the Administrative Agent so to serve, advise the Administrative
Agent thereof, and deliver to the Administrative Agent evidence in writing of
the successor agent’s acceptance of such appointment.  The foregoing
provisions constitute, among other things, a special arrangement for service
among the parties to this Agreement for the purposes of 28 U.S.C. §
1608.

     

    (d)           To
the extent the Borrowers’ Agent or any Borrower may, in any action or proceeding
arising out of or relating to any of the Financing Documents be entitled under
any applicable Law to require or claim that any Secured Party post security for
costs or take similar action, the Borrowers’ Agent or each such Borrower hereby
irrevocably waives and agrees not to claim the benefit of such
entitlement.

     

    9.21         Complete
Agreement.  THIS AGREEMENT AND THE OTHER FINANCING DOCUMENTS
REPRESENT THE FINAL AND COMPLETE AGREEMENT OF THE PARTIES HERETO, AND ALL PRIOR
NEGOTIATIONS, REPRESENTATIONS, UNDERSTANDINGS, WRITINGS AND STATEMENTS OF ANY
NATURE (OTHER THAN PROVISIONS OF ANY AGREEMENT ENTERED INTO BETWEEN THE
BORROWERS AND THE ARRANGER WHICH PROVISIONS ARE EXPRESSLY STATED TO SURVIVE THE
EXPIRATION OR TERMINATION OF SUCH AGREEMENT, WHICH SHALL CONTINUE IN FULL FORCE
AND EFFECT IN ACCORDANCE WITH THEIR TERMS) ARE HEREBY SUPERSEDED IN THEIR
ENTIRETY BY THE TERMS OF THIS AGREEMENT AND THE OTHER FINANCING
DOCUMENTS.

     

    9.22         Borrowers’
Agent.  Each Borrower hereby appoints and authorizes Opco, and
Opco hereby accepts such appointment, as such Borrowers’ Agent to act as agent
on such Borrower’s behalf and to make any representations or certifications,
deliver and receive any notices or other communication and otherwise represent
and act on behalf of such Borrower under the Financing Documents, and to comply
with all covenants, conditions and other provisions of the Financing Documents
required to be satisfied by the Borrowers’ Agent.  Each Borrower
hereby acknowledges and agrees that it will be bound by any action or inaction
taken by the Borrowers’ Agent as if such action or inaction had been taken by
such Borrower.

     

    *                                *                                *


    
      
         


      

      
        101

        
          

        

      

      
         


      

    

    


    IN
WITNESS WHEREOF, the parties hereto have caused their duly authorized officers
to execute and deliver this Agreement as of the date first above
written.

     

    
      
        
          
            
              
                
                  
                    
                      
                        	
                                Notice Address:

                              	 
      	
                                BFE
      OPERATING COMPANY, LLC,

                              
	 
      	 
      	
                                as
      Borrower

                              
	
                                BFE
      Operating Company, LLC

                              	 
      	 
      	 
      
	
                                1625
      Broadway, Suite 2400

                              	 
      	
                                By:

                              	
                                /s/ Scott H.
      Pearce                                           

                              
	
                                Denver,
      Colorado

                              	 
      	
                                Name: Scott
      H. Pearce

                              
	 
      	 
      	
                                Title:   Authorized
      Representative

                              
	
                                Attention:
      Mr. Scott Pearce

                              	 
      	 
      	 
      
	
                                Telephone
      No.: (303) 592 8110

                              	 
      	 
      	 
      
	
                                Telecopier
      No.: (303) 626 8251

                              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                                Notice Address:

                              	 
      	
                                BUFFALO
      LAKE ENERGY, LLC,

                              
	 
      	 
      	
                                as
      Borrower

                              
	
                                Buffalo
      Lake Energy, LLC

                              	 
      	 
      	 
      
	
                                1625
      Broadway, Suite 2400

                              	 
      	
                                By:

                              	
                                /s/ Scott H.
      Pearce                                           

                              
	
                                Denver,
      Colorado

                              	 
      	
                                Name: Scott
      H. Pearce

                              
	 
      	 
      	
                                Title:   Authorized
      Representative

                              
	
                                Attention:
      Mr. Scott Pearce

                              	 
      	 
      	 
      
	
                                Telephone
      No.: (303) 592 8110

                              	 
      	 
      	 
      
	
                                Telecopier
      No.: (303) 626 8251

                              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                                Notice Address:

                              	 
      	
                                PIONEER
      TRAIL ENERGY, LLC, as

                              
	 
      	 
      	
                                Borrower

                              
	
                                Pioneer
      Trail Energy, LLC

                              	 
      	 
      	 
      
	
                                1625
      Broadway, Suite 2400

                              	 
      	
                                By:

                              	
                                /s/ Scott H.
      Pearce                                           

                              
	
                                Denver,
      Colorado

                              	 
      	
                                Name: Scott
      H. Pearce

                              
	 
      	 
      	
                                Title:   Authorized
      Representative

                              
	
                                Attention:
      Mr. Scott Pearce

                              	 
      	 
      	 
      
	
                                Telephone
      No.: (303) 592 8110

                              	 
      	 
      	 
      
	
                                Telecopier
      No.: (303) 626 8251

                              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                                Notice Address:

                              	 
      	
                                BFE
      OPERATING COMPANY, LLC,

                              
	 
      	 
      	
                                as
      Borrowers’ Agent

                              
	
                                BFE
      Operating Company, LLC

                              	 
      	 
      	 
      
	
                                1625
      Broadway, Suite 2400

                              	 
      	
                                By:

                              	
                                /s/ Scott H.
      Pearce                                           

                              
	
                                Denver,
      Colorado

                              	 
      	
                                Name: Scott
      H. Pearce

                              
	 
      	 
      	
                                Title:   Authorized
      Representative

                              
	
                                Attention:
      Mr. Scott Pearce

                              	 
      	 
      	 
      
	
                                Telephone
      No.: (303) 592 8110

                              	 
      	 
      	 
      
	
                                Telecopier
      No.: (303) 626 8251

                              	 
      	 
      	 
      


                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        
          
            	
                    Notice Address:

                  	 
      	
                    BNP
      PARIBAS, as Lender

                  
	 
      	 
      	 
      	 
      
	
                    BNP
      Paribas

                  	 
      	
                    By:

                  	
                    /s/ Andrew
      Platt                                           

                  
	
                    787
      Seventh Avenue

                  	 
      	
                    Name: Andrew
      Platt

                  
	
                    New
      York, NY 10019

                  	 
      	
                    Title:   Director

                  
	 
      	 
      	 
      	 
      
	
                    Attention:
      Barrette Palmer

                  	 
      	
                    By:

                  	
                    /s/ Timothy F. Vincent

                  
	
                    Telephone
      No.: (212) 841 3604

                  	 
      	
                    Name: Timothy
      F. Vincent

                  
	
                    Telecopier
      No.: (212) 841-2748

                  	 
      	
                    Title:   Director

                  


          

        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Notice Address:

                                	 
      	STANDARD
      CHARTERED BANK,
	
                                   

                                	 
      	as
      Lender
	
                                  Standard
      Chartered Bank

                                	 	 	 
	
                                  One
      Madison Avenue

                                	 
      	By: 
      	
                                  /s/ Nada
      Elreedy                                                      

                                
	
                                  New
      York, NY 10010-3602

                                	 
      	Name: Nada
      Elreedy
	 
      	 
      	Title:   Senior
      Vice President
	
                                  Attention:
      Luis Fernando Predigon

                                	 
      	Project
      Finance Americas
	
                                  Telephone
      No.: (212) 667 0275

                                	 
      	 
      	 
      
	
                                  Telecopier
      No.: (212) 607 0272

                                	 
      	
                                  By:

                                	
                                  /s/ Andrew
      Yang                                           

                                
	 
      	 
      	
                                  Name: Andrew
      Yang

                                
	 
      	 
      	
                                  Title:   Vice
      President

                                
	 
      	 
      	
                                  Standard
      Chartered Bank
NY

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              	
                      Notice
      Address:

                    	 
      	
                      AGFIRST
      FARM CREDIT BANK,

                    
	 
      	 
      	
                      as
      Lender

                    
	
                      AgFirst
      Farm Credit Bank

                    	 
      	 
      	 
      
	
                      1401
      Hampton Street

                    	 
      	
                      By:

                    	
                      /s/ Bruce B.
      Fortner                                           

                    
	
                      Columbia,
      SC 29201

                    	 
      	Name: Bruce
      B. Fortner
	 
      	 
      	Title:   Vice
      President
	
                      Attention:
      Bruce Fortner

                    	 
      	 
      	 
      
	
                      Telephone
      No.: (803) 753 2457

                    	 
      	 
      	 
      
	
                      Telecopier
      No.: (803) 254 4219

                    	 
      	 
      	 
      


            

          

        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                	
                        Notice Address:

                      	 
      	
                        FARM
      CREDIT SERVICES OF AMERICA,

                      
	 
      	 
      	
                        as
      Lender

                      
	
                        Farm
      Credit Services of America

                      	 
      	 
      	 
      
	
                        5015
      S. 118th St.

                      	 
      	
                        By:

                      	
                        /s/ Steven L.
      Mare                                           

                      
	
                        Omaha,
      NE 68137

                      	 
      	Name: Steven
      L. Mare
	 
      	 
      	Title:   Vice
      President
	
                        Attention:
      Ron Brandt

                      	 
      	 
      	 
      
	
                        Telephone
      No.: (402) 348 3606

                      	 
      	 
      	 
      
	
                        Telecopier
      No.: (402) 661 3606

                      	 
      	 
      	 
      


              

            

          

        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        
          
            	
                    Notice Address:

                  	 
      	
                    GMAC
      COMMERCIAL FINANCE LLC,

                  
	 
      	 
      	
                    as
      Lender

                  
	
                    GMAC
      Commercial Finance LLC

                  	 
      	 
      	 
      
	
                    600
      Galleria Parkway

                  	 
      	
                    By:

                  	
                    /s/ Patrick
      Riley                                           

                  
	
                    15th
      Floor

                  	 
      	
                    Name: Patrick
      Riley

                  
	
                    Atlanta,
      GA 30339

                  	 
      	
                    Title:   Vice
      President

                  
	 
      	 
      	 
      	 
      
	
                    Attention:
      Daniel Nichols

                  	 
      	 
      	 
      
	
                    Telephone
      No.: (678) 324 2164

                  	 
      	 
      	 
      
	
                    Telecopier
      No.: (678) 324 2181

                  	 
      	 
      	 
      


          

        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              	
                      Notice Address:

                    	 
      	
                      GREENSTONE
      FARM CREDIT SERVICES,

                    
	 
      	 
      	
                      ACA/FLCA,
      as Lender

                    
	
                      Greenstone
      Farm Credit Services, ACA/FLCA

                    	 
      	 
      	 
      
	
                      1760
      Abbey Rd.

                    	 
      	
                      By:

                    	
                      /s/ Ben
      Mahlich                                           

                    
	
                      East
      Lansing, MI 48823

                    	 
      	
                      Name: Ben
      Mahlich

                    
	 
      	 
      	
                      Title:   AVP/Lending
      Officer

                    
	
                      Attention:
      Ben Mahlich - AVP

                    	 
      	 
      	 
      
	
                      Telephone
      No.: (517) 318 4110

                    	 
      	 
      	 
      
	
                      Telecopier
      No.: (517) 318 4148

                    	 
      	 
      	 
      


            

          

        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        
          
            	
                    Notice Address:

                  	 
      	
                    METROPOLITAN
      LIFE INSURANCE

                  
	 
      	 
      	
                    COMPANY,
      as Lender

                  
	
                    Metropolitan
      Life Insurance Company

                  	 
      	 
      	 
      
	
                    10
      Park Avenue, P.O. BOX 1982

                  	 
      	
                    By:

                  	
                    /s/ Judith A.
      Gulotta                                           

                  
	
                    Morristown,
      NJ 07962

                  	 
      	
                    Name: Judith
      A. Gulotta

                  
	 
      	 
      	
                    Title:   Director

                  
	
                    Attention:
      John Tanyeri

                  	 
      	 
      	 
      
	
                    Telephone
      No.: (973) 355 4346

                  	 
      	 
      	 
      
	
                    Telecopier
      No.: (973) 355 4780

                  	 
      	 
      	 
      


          

        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        
          
            	
                    Notice Address:

                  	 
      	
                    MIZUHO
      CORPORATE BANK, LTD.,

                  
	 
      	 
      	
                    as
      Lender

                  
	
                    Mizuho
      Corporate Bank, Ltd.

                  	 
      	 
      	 
      
	
                    1251
      Ave. of the Americas

                  	 
      	
                    By:

                  	
                    /s/ Masatoshi
      Abe                                           

                  
	
                    New
      York, NY 10020

                  	 
      	
                    Name: Masatoshi
      Abe

                  
	 
      	 
      	
                    Title:   Senior
      Vice President

                  
	
                    Attention:
      Ned Ganatra

                  	 
      	 
      	 
      
	
                    Telephone
      No.: (212) 282 3678

                  	 
      	 
      	 
      
	
                    Telecopier
      No.: (212) 282 3618

                  	 
      	 
      	 
      


          

        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        
          
            	
                    Notice Address:

                  	 
      	
                    AMARILLO
      NATIONAL BANK,

                  
	 
      	 
      	
                    as
      Lender

                  
	
                    Amarillo
      National Bank

                  	 
      	 
      	 
      
	
                    410
      S Taylor

                  	 
      	
                    By:

                  	
                    /s/ Mark
      Fields                                

                  
	
                    Amarillo,
      TX 79101

                  	 
      	
                    Name: Mark
      Fields

                  
	 
      	 
      	
                    Title:   Vice
      President

                  
	
                    Attention:
      Craig Sanders / Mark Fields

                  	 
      	 
      	 
      
	
                    Telephone
      No.: (806) 378 8244

                  	 
      	 
      	 
      
	
                    Telecopier
      No.: (806) 345 1663

                  	 
      	 
      	 
      


          

        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        
          
            	
                    Notice Address:

                  	 
      	
                    FARM
      CREDIT BANK OF TEXAS,

                  
	 
      	 
      	
                    as
      Lender

                  
	
                    Farm
      Credit Bank of Texas

                  	 
      	 
      	 
      
	
                    4801
      Plaza on the Lake Drive

                  	 
      	
                    By:

                  	
                    /s/ Horace R.
      Harrod                                           

                  
	
                    Austin,
      TX 78746

                  	 
      	
                    Name: Horace
      R. Harrod

                  
	 
      	 
      	
                    Title:   Vice
      President

                  
	
                    Attention:
      Horace Harrod

                  	 
      	 
      	 
      
	
                    Telephone
      No.: (502) 225 4582

                  	 
      	 
      	 
      
	
                    Telecopier
      No.: (512) 465 0704

                  	 
      	 
      	 
      


          

        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              	
                      Notice Address:

                    	 
      	
                      COÖPERATIEVE
      CENTRALE

                    
	 
      	 
      	
                      RAIFFEISEN-BOERENLEENBANK
      B.A.,

                    
	
                      COÖPERATIEVE
      CENTRALE

                    	 
      	
                      “RABOBANK
      INTERNATIONAL”, NEW

                    
	
                      RAIFFEISEN-BOERENLEENBANK
      B.A.,

                    	 
      	
                      YORK
      BRANCH,

                    
	
                      “RABOBANK
      INTERNATIONAL”, NEW

                    	 
      	
                      as
      Lender

                    
	
                      YORK
      BRANCH

                    	 
      	 
      	 
      
	
                      245
      Park Avenue

                    	 
      	
                      By:

                    	
                      /s/ Peter
      Duncan                                           

                    
	
                      New
      York, New York 10167

                    	 
      	
                      Name: Peter
      Duncan

                    
	 
      	 
      	
                      Title:   Executive
      Director

                    
	
                      Attention:
      Brad Peterson

                    	 
      	 
      	 
      
	
                      Telephone
      No.: (312) 408 8222

                    	 
      	
                      By:

                    	
                      /s/ Brett
      Delfino                                           

                    
	
                      Telecopier
      No.: (312) 408 8240

                    	 
      	
                      Name: Brett
      Delfino

                    
	 
      	 
      	
                      Title:   Executive
      Director

                    


            

          

        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        
          
            	
                    Notice Address:

                  	 
      	
                    FIRST
      NATIONAL BANK OF OMAHA,

                  
	 
      	 
      	
                    as
      Lender

                  
	
                    First
      National Bank of Omaha

                  	 
      	 
      	 
      
	
                    1620
      Dodge Street

                  	 
      	
                    By:

                  	
                    /s/ Fallon
      Savage                                           

                  
	
                    Omaha,
      NE 68197

                  	 
      	
                    Name: Fallon
      Savage

                  
	 
      	 
      	
                    Title:   Commercial
      Loan Officer

                  
	
                    Attention:
      Fallon Savage

                  	 
      	 
      	 
      
	
                    Telephone
      No.: (402) 633 3031

                  	 
      	 
      	 
      
	
                    Telecopier
      No.: (402) 633 3519

                  	 
      	 
      	 
      


          

        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        
          
            	
                    Notice Address:

                  	 
      	
                    DEUTSCHE
      BANK TRUST COMPANY

                  
	 
      	 
      	
                    AMERICAS,
      as Collateral Agent

                  
	
                    Deutsche
      Bank Trust Company Americas

                  	 
      	 
      	 
      
	
                    60
      Wall Street, 27th Floor

                  	 
      	
                    By:

                  	
                    /s/ Richard L.
Buckwalter

                  
	
                    Mail
      Stop: NYC60-2710

                  	 
      	
                    Name: Richard
      L. Buckwalter

                  
	
                    New
      York, NY 10005

                  	 
      	
                    Title:   Vice
      President

                  
	 
      	 
      	 
      	 
      
	
                    Attention:
      Manager, Project Finance Group

                  	 
      	
                    By:

                  	
                    /s/ Kerry
      Warwicker                                           

                  
	
                    Telecopier
      No.: (732) 578 4636

                  	 
      	
                    Name: Kerry
      Warwicker

                  
	 
      	 
      	
                    Title:   Vice
      President

                  


          

        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        
          
            	
                    Notice Address:

                  	 
      	
                    BNP
      PARIBAS,

                  
	 
      	 
      	
                    as
      Administrative Agent and Arranger

                  
	
                    BNP
      Paribas

                  	 
      	 
      	 
      
	
                    787
      Seventh Avenue

                  	 
      	
                    By:

                  	
                    /s/ Andrew
      Platt                                           

                  
	
                    New
      York, NY 10019

                  	 
      	
                    Name: Andrew
      Platt

                  
	 
      	 
      	
                    Title:   Director

                  
	
                    Attention:
      Barrette Palmer

                  	 
      	 
      	 
      
	
                    Telephone
      No.: (212) 841 3604

                  	 
      	
                    By:

                  	
                    /s/ Timothy F. Vincent

                  
	
                    Telecopier
      No.: (212) 841-2748

                  	 
      	
                    Name: Timothy
      F. Vincent

                  
	 
      	 
      	
                    Title:   Director

                  


          

        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Appendix
A

    to

    Credit
Agreement

    


    DEFINED TERMS AND RULES OF
INTERPRETATION

     

    1.          
  Defined
Terms.

     

    “Account Agreement”
shall mean the Collateral Account Agreement, dated as of the date of the Credit
Agreement, among each of the Borrowers, the Borrowers’ Agent, the Collateral
Agent, and the Depositary Agent.

     

    “Account Agreement
Collateral” shall have the meaning provided in Section 2.3 of the Account
Agreement.

     

    “Account Debtor” shall
mean any Person who may become obligated to the Borrower under, with respect to,
or on account of, an account (as defined in the UCC).

     

    “Accounts” shall have
the meaning provided in the Account Agreement and shall include any other
accounts or sub-accounts established pursuant to the Account
Agreement.

     

    “Additional Project
Document” shall mean any contract or agreement (including a sub-contract)
relating to the development, construction, testing, operation, maintenance,
repair, financing or use of the Project entered into by any Borrower or a
sub-contractor with any other Person subsequent to the date of the Credit
Agreement (including any contract(s) or agreement(s) entered into in
substitution for any Project Document that has been terminated in accordance
with its terms or otherwise).

     

    “Adjusted Eurodollar
Rate” shall mean, for any Eurodollar Loan for any Interest Period
therefor, the rate per annum (rounded upwards, if necessary, to the nearest
1/100 of 1%) determined by the Administrative Agent to be equal to the quotient
obtained by dividing (a) the Eurodollar Rate for such Eurodollar Loan for such
Interest Period by (b) 1 minus the Reserve Requirement for such Eurodollar Loan
for such Interest Period.

     

    “Administrative Agent”
shall mean BNP Paribas, acting in its capacity as agent for the Lenders pursuant
to the Credit Agreement.

     

    “Affected Property”
shall mean, with respect to any Event of Loss, the Property lost, destroyed,
damaged, condemned (including, without limitation, through a Taking) or
otherwise taken as a result of such Event of Loss.

     

    “Affiliate” shall
mean, with respect to any Person, (a) any other Person that is directly or
indirectly controlled by, under common control with or controls such Person; (b)
any other Person owning beneficially or controlling ten (10) percent or more of
the Voting Stock of such Person; or (c) any officer, director or partner of such
Person.  As used herein, the term “control” means possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of a Person, whether through the ownership of partnership interests
or voting securities, by contract or otherwise.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Appendix
A

    Page
2

     

     “Agent-Related
Persons” shall mean each Agent, and any successor Agent appointed
pursuant to Section 8.9 of the Credit Agreement, together with their respective
officers, directors, employees, representatives, attorneys, agents and
Affiliates.

     

    “Agents” shall mean,
collectively, the Administrative Agent, the Collateral Agent, and the Depositary
Agent.

     

    “Applicable Lending
Office” shall mean, for each Lender and for each Type of Loan, the
“Lending Office” of such Lender (or of an affiliate thereof) designated for such
Type of Loan in Annex II to the Credit Agreement or such other office of such
Lender (or an affiliate thereof) as such Lender may from time to time specify to
the Administrative Agent and the Borrowers by written notice in accordance with
the terms hereof as the office by which its Loans of such Type are to be made
and maintained.

     

    “Applicable Margin”
shall mean (a) in the case of Eurodollar Loans, (i) as to the Construction
Loans, 3.00%, (ii) as to the Term Loans, 3.00%, and (iii) as to the Working
Capital Loans, 3.00%, and (b) in the case of Base Rate Loans,
2.00%.

     

    “Arranger” shall mean
BNP Paribas.

     

    “Assignee” shall have
the meaning provided in Section 9.13(a) of the Credit Agreement.

     

    “Assignment and
Acceptance” shall have the meaning provided in Section 9.13(a) of the
Credit Agreement.

     

    “Assumed Interest
Rate” shall mean, with respect to any Obligation bearing interest at a
floating rate of interest on any date of determination, the rate of interest on
such Obligation as in effect on such date of determination; provided, that in
the event that any Borrower has entered into a Required Hedging Agreement in
accordance with Section 5.17 of the Credit Agreement, such Required Hedging
Agreement may, to the extent applicable, be taken into account in determining
the rate of interest in effect on such date of determination.

     

    “Attorney Costs” shall
mean all fees and disbursements of any law firm or other external counsel, the
allocated cost of internal legal services and all disbursements of internal
counsel.

     

    “Authorized Officer”
shall mean (i) with respect to any Person that is a corporation or a limited
liability company, the Chairman, President, any Vice President or Secretary of
such Person, (ii) with respect to any Person that is a partnership, the
President, any Vice President or Secretary (or Assistant Secretary) of a general
partner or managing partner of such Person and (iii) with respect to any other
Person, the designated officers of such Person, in each case whose name appears
on a certificate of incumbency of such Person delivered in accordance with the
Credit Agreement, as such certificate may be amended from time to
time.

     

    “Bankruptcy Code”
shall mean the United States Federal Bankruptcy Code of 1978, as
amended.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Appendix
A

    Page
3

    


     “Bankruptcy Law” shall
mean the Bankruptcy Code and any other Law of any jurisdiction relating to
bankruptcy, insolvency, liquidation, reorganization, moratorium, winding-up or
composition or readjustment of debts or any similar Law.

     

    “Base Case
Projections” shall mean a projection of operating results for the Project
over a period ending no sooner than eight (8) years beyond the Signing Date,
showing reasonable good faith estimates of the Borrowers, as of the Signing
Date, of revenue, operating expenses, Historical Debt Service Coverage Ratios,
Ratio of Debt to Total Project Costs, Working Capital and sources and uses of
revenues over the forecast period.

     

    “Base Rate”, for any
day, shall mean the rate per annum equal to the higher of (a) the Federal Funds
Rate for such day plus one-half of one percent (0.5%) and (b) the Prime Rate for
such day.  Any changes in the Base Rate due to a change in the Prime
Rate or the Federal Funds Rate shall be effective on the effective date of such
change in the Prime Rate or Federal Funds Rate.

     

    “Base Rate Loans”
shall mean Loans which bear interest based upon the Base Rate.

     

    “BFE Holdings” shall
mean BFE Holdings, LLC, a limited liability company organized and existing under
the laws of the State of Delaware.

     

    “BFE Holdings Pledge
Agreement” shall mean the Pledge Agreement, dated the date hereof,
between BFE Holdings and the Collateral Agent, pursuant to which BFE Holdings
pledges one hundred percent (100%) of the LLC Interests of Opco to the
Collateral Agent.

     

    “Borrowers” shall have
the meaning provided in the preamble of the Credit Agreement.

     

    “Borrowers’ Agent”
means Opco, in its capacity as agent for the Borrowers in accordance with
Section 9.22 of the Credit Agreement.

     

    “Borrowers Completion
Certificate” shall mean a certificate, substantially in the form of
Exhibit E-1 to the Credit Agreement, dated the Conversion Date, duly completed
and signed by an Authorized Officer of the Borrowers’ Agent.

     

    “Borrowing” shall mean
the borrowing of Loans of one Type from the Lenders on a given date (or the
conversion of a Loan or Loans of a Lender or Lenders on a given date) having, in
the case of Eurodollar Loans, the same Interest Period.

     

    “Buffalo Lake” shall
mean Buffalo Lake Energy, LLC, a limited liability company organized and
existing under the laws of the State of Delaware.

     

    “Buffalo Lake Access
Agreement” shall mean the Access Agreement to be entered into between
Buffalo Lake and Cargill prior to the initial Disbursement of Buffalo Lake
Construction Loan, in form and substance satisfactory to the Administrative
Agent and each Lender.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Appendix
A

    Page
4

    


     “Buffalo Lake Commercial
Operation Date” shall mean the date of the first crush of corn at the
Buffalo Lake Plant.

     

    “Buffalo Lake Construction
Account” shall mean the “Buffalo Lake Construction Account” established
pursuant to Section 2.2(a)(i) of the Account Agreement.

     

    “Buffalo Lake Construction
Budget” shall mean the budget dated the Closing Date, prepared and
certified as such by an Authorized Officer of the Borrowers’ Agent of all
Project Costs theretofore incurred and thereafter expected to be incurred in
respect of the Buffalo Lake Plant on or prior to the Conversion Date, as the
same may be amended from time to time in accordance with Section 5.20(b) of the
Credit Agreement.

     

    “Buffalo Lake Construction
Loan” shall have the meaning provided in Section 2.1(a) of the Credit
Agreement.

     

    “Buffalo Lake Construction
Loan Availability Period” shall mean the period commencing on the Closing
Date, and ending on the earliest to occur of (i) the full utilization of the
Buffalo Lake Construction Loan Commitments of the Lenders, (ii) the Date
Certain, (iii) the Conversion Date, (iv) the date six (6) months after
Provisional Acceptance under the Buffalo Lake EPC Contract (provided that if any
Excess Construction Loan Commitment exists in respect of the Buffalo Lake
Construction Loan Commitment, such date shall be extended until the expiry date
of the Pioneer Trail Construction Loan Availability Period) and (v) the
termination of the Total Commitment pursuant to the provisions of the Credit
Agreement.

     

    “Buffalo Lake Construction
Loan Commitment” shall mean, as to any Lender, the applicable amount set
forth opposite such Lender’s name in Annex I to the Credit
Agreement.

     

    “Buffalo Lake Construction
Requisition” shall mean a certificate, substantially in the form of
Exhibit D-1-A to the Credit Agreement, executed and delivered by an Authorized
Officer of the Borrowers’ Agent to the Administrative Agent (with a copy to the
Depositary Agent), including all attachments referred to therein (a) pursuant to
Section 3.3(a) of the Credit Agreement in connection with each Disbursement of
Buffalo Lake Construction Loans, and (b) pursuant to Section 5.21(g) of the
Credit Agreement in connection with each application of Project Revenues
permitted under such Section to the payment of Buffalo Lake Project
Costs.

     

    “Buffalo Lake Corn Supply
Agreement” shall mean the Corn Supply Agreement dated as of September 25,
2006, between Buffalo Lake and Cargill.

     

    “Buffalo Lake Corn Future
Advisory Agreement” shall mean the Futures Advisory Agreement to be
entered into between Buffalo Lake and Cargill Commodity, doing business as
Cargill Direct, prior to the initial Disbursement of Buffalo Lake Construction
Loan, in form and substance satisfactory to the Administrative Agent and each
Lender.

     

    “Buffalo Lake Corn Supply
Start-up Agreement” shall mean the Corn Supply Start-up Agreement to be
entered into between Buffalo Lake and Cargill, prior to the initial Disbursement
of Buffalo Lake Construction Loans, in form and substance satisfactory to the
Administrative Agent and each Lender.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Appendix
A

    Page
5

     

     “Buffalo Lake Delta-T License
Agreement” shall mean the License Agreement, dated as of August 6, 2006,
between Delta-T and Buffalo Lake.

     

    “Buffalo Lake Distillers
Grains Marketing Agreement” shall mean the Distillers Grains Marketing
Agreement dated as of September 25, 2006, between Buffalo Lake and Cargill,
acting through its the Non-Grain Feed Ingredients Business Unit.

     

    “Buffalo Lake Deposit Account
Control Agreement” shall mean the Deposit Account Control Agreement,
dated as of the date of the Credit Agreement, among the Collateral Agent,
Buffalo Lake and Wells Fargo Bank, National Association.

     

    “Buffalo Lake EPC
Contract” shall mean the Agreement for Engineering, Procurement and
Construction, dated as of June 9, 2006, between Buffalo Lake and the EPC
Contractor, and relating to the engineering, procurement and construction of the
Buffalo Lake Plant.

     

    “Buffalo Lake Ethanol
Marketing Agreement” shall mean the Ethanol Marketing Agreement dated as
of September 25, 2006, between Buffalo Lake and Cargill.

     

    “Buffalo Lake Gas Supply
Agreement(s)” shall mean the Buffalo Lake Gas Supply Agreement(s) to be
entered into between Buffalo Lake and the gas supplier named therein (which gas
supplier shall be acceptable to the Administrative Agent and each Lender) prior
to the initial Disbursement of the Buffalo Lake Construction Loans, in form and
substance satisfactory to the Administrative Agent and each Lender.

     

    “Buffalo Lake Gas Supply
Representation and Management Agreement” shall mean the Buffalo Lake Gas
Supply Representation and Management Agreement, to be entered into between
Buffalo Lake and Cargill prior to the initial Disbursement of Buffalo Lake
Construction Loans, in form and substance satisfactory to the Administrative
Agent and each Lender.

     

    “Buffalo Lake Gas
Transportation Services Agreement” shall mean the Buffalo Lake Gas
Transportation Services Agreement to be entered into between Buffalo Lake and
Northern Border Interstate Pipeline Company prior to the initial Disbursement of
the Buffalo Lake Construction Loans, in form and substance satisfactory to the
Administrative Agent and each Lender.

     

    “Buffalo Lake Gas Pipeline
Construction and Management Agreement” shall mean the Engineering,
Procurement, and Construction Agreement to be entered into between Buffalo Lake
and Center Point Energy, Inc., or Cornerstone or any other counterparty
acceptable to the Administrative Agent and each Lender prior to the initial
Disbursement of Buffalo Lake Construction Loans, in form and substance
satisfactory to the Administrative Agent and each Lender, to design, construct,
commission and operate the five-mile natural gas lateral to the Buffalo Lake
Plant.

     

    “Buffalo Lake Goods and
Services Agreements” shall mean, collectively, the Buffalo Lake Corn
Supply Agreement, the Buffalo Lake Corn Future Advisory Agreement, the Buffalo
Lake Risk Management Agreement, the Buffalo Lake Distillers Grains Marketing
Agreement, the Buffalo Lake Ethanol Marketing Agreement, the Buffalo Lake NAESB
Agreement and the Buffalo Lake Gas Supply Representation and Management
Agreement.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Appendix
A

    Page
6

    


     “Buffalo Lake Grain Facility
Lease” shall mean the Buffalo Lake Grain Facility Lease dated as of
September 25, 2006, between Buffalo Lake and Cargill, and the Memorandum of
Grain Facility Lease, dated as of September 25, 2006, between Buffalo Lake and
Cargill.

     

    “Buffalo Lake Guaranteed
Completion Dates” shall mean the Guaranteed Completion Dates as such term
is defined in the Buffalo Lake EPC Contract.

     

    “Buffalo Lake Guaranteed
Provisional Acceptance Date” shall mean the Guaranteed Provisional
Acceptance Date as such term is defined in the Buffalo Lake EPC
Contract.

     

    “Buffalo Lake Land”
shall mean the site upon which the Buffalo Lake Plant will be installed,
together with any fixtures and civil works constructed thereon and any other
easements, licenses and other real property rights and interests required for
the installation and operation of such Plant, including the land referred to in
the Buffalo Lake Grain Facility Lease.

     

    “Buffalo Lake Land Purchase
Agreements” shall have the meaning provided in Section 3.1(p)(i) of the
Credit Agreement.

     

    “Buffalo Lake LLC
Agreement” shall mean the Limited Liability Company Agreement of Buffalo
Lake, dated as of September 21, 2006.

     

    “Buffalo Lake Management
Services Agreement” shall mean any management services agreement relating
to the management of Buffalo Lake which may be entered into between Buffalo Lake
and the Sponsor or one of its Affiliate(s) (other than the other Borrowers);
provided, that such Management Services Agreement shall be in form and substance
satisfactory to the Administrative Agent and each Lender.

     

    “Buffalo Lake Master
Agreement” shall mean the Master Agreement dated as of September 25,
2006, between
Buffalo Lake, Cargill and Cargill Commodity.

     

    “Buffalo Lake
Mortgage” shall mean the Future Advance Mortgage, Security Agreement,
Assignment of Leases, Rent and Profits, Financing Statement and Fixture Filing,
dated as of September 25, 2006, from Buffalo Lake to Deutsche Bank Trust Company
Americas, in its capacity as Collateral Agent.

     

    “Buffalo Lake NAESB
Agreement” shall mean the Buffalo Lake NAESB Base Agreement for the
Purchase and Supply of Natural Gas to be entered into between Buffalo Lake and
Cargill prior to the initial Disbursement of Buffalo Lake Construction Loans in
form and substance satisfactory to the Administrative Agent and each
Lender.

     

    “Buffalo Lake O&M
Agreement” shall mean the Operation, Management and Maintenance Services
Agreement to be entered into between Buffalo Lake and the Operator on or prior
to July 7, 2007 (except to the extent otherwise provided in Section 5.25 of the
Credit Agreement), in substantially the form provided by the Borrowers’ Agent to
the Administrative Agent and each Lender prior to the initial Disbursement of
the Buffalo Lake Construction Loans, which agreement shall, to the extent that
the Operator thereunder is an Affiliate of any Borrower, include the
subordination of any incentive or bonus payments payable to the Operator
thereunder to the extent and in the manner required by the Administrative
Agent.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Appendix
A

    Page
7

     

    “Buffalo Lake Payment and
Performance Bond” shall mean the bonds provided to Buffalo Lake by, or on
behalf of, the EPC Contractor pursuant to the Buffalo Lake EPC Contract on or
prior to the Closing Date, substantially in the form attached as Exhibit J-1 to
the Credit Agreement with changes approved by the Administrative Agent and each
Lender.

     

    “Buffalo Lake Permitted
Denaturant Agreement” shall mean any Additional Project Document entered
into by Buffalo Lake under which Buffalo Lake agrees to purchase denaturant for
the Buffalo Lake Plant for duration in excess of thirty (30) days, provided that
each of the following conditions shall have been satisfied:

     

    (a)           the
amount of denaturant committed for purchase under such Additional Project
Document by Buffalo Lake from the counterparty to such Additional Project
Document (each, a “Long-Term Supplier”)
shall not, when aggregated with the denaturant committed for purchase under all
other then outstanding Buffalo Lake Permitted Denaturant Agreements, exceed (i)
fifty percent (50%) of the total denaturant requirements of the Buffalo Lake
Plant during for the period occurring on or prior to the second (2nd)
anniversary of the execution date of such Additional Project Document or (ii)
twenty percent (20%) of the total denaturant requirements of the Buffalo Lake
Plant for the period occurring after the second (2nd) anniversary of the
execution date of such Additional Project Document;

     

    (b)           the
liability incurred by Buffalo Lake for failure to purchase denaturant under the
terms and conditions of such Additional Project Document shall be no greater
than customary contractual “cover” damages;

     

    (c)           such
Additional Project Document shall include a waiver by the Long-Term Supplier of
consequential damages and protection for Buffalo Lake against force majeure risk
relating to the Buffalo Lake Plant;

     

    (d)           Buffalo
Lake shall not be obligated under such Additional Project Document to provide an
indemnification to the Long-Term Supplier which is greater than that required
pursuant to the Buffalo Lake Ethanol Marketing Agreement or the Buffalo Lake
Distillers Grains Marketing Agreement, as the case may be, and the Buffalo Lake
Master Agreement;

     

    (e)           no
Event of Default shall have occurred and be continuing, or would reasonably be
expected to occur as a result of the execution of such Additional Project
Document; and

     

    (f)           the
Borrowers’ Agent shall have delivered to the Administrative Agent (within
fifteen (15) days of execution of such Additional Project Document) a copy of
such Additional Project Document, together with an Officer’s Certificate from
the Borrowers’ Agent (i) certifying as to the satisfaction of each of the
conditions described in clauses (a) through (e) above and (ii) demonstrating
that, after giving effect to such Additional Project Document, the projected
Cash Flow divided by the projected number of gallons of denatured ethanol
produced by the Project during the duration of such Additional Project Document
shall not be less than $0.30 per gallon and that such Additional Project
Document is in compliance with the Risk Management Policy.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Appendix
A

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8

    


     “Buffalo Lake Permitted
Long-Term Sales Agreement” shall mean any Additional Project Document
entered into by Buffalo Lake pursuant (and subject) to (i) Section 1.4 of the
Buffalo Lake Ethanol Marketing Agreement under which Buffalo Lake agrees to sell
ethanol from the Buffalo Lake Plant on a long-term basis for a period in excess
of twelve (12) months or (ii) Section 1.4 of the Buffalo Lake Distillers Grains
Marketing Agreement under which Buffalo Lake agrees to sell distillers grains
from the Buffalo Lake Plant on a long-term basis for a period in excess of
twelve (12) months, provided in each case that each of the following conditions
shall have been satisfied:

     

    (a)           the
amount of ethanol or distillers grains, as the case may be, committed for sale
by Buffalo Lake under such Additional Project Document shall not, when
aggregated with the ethanol or distillers grains, as the case may be, committed
for sale under all other then outstanding Buffalo Lake Permitted Long-Term Sales
Agreements, exceed (i) fifty percent (50%) of the total ethanol or distillers
grains capacity of the Buffalo Lake Plant, as the case may be, during for the
period occurring on or prior to the second (2nd) anniversary of the execution
date of such Additional Project Document or (ii) twenty percent (20%) of the
total ethanol or distillers grains capacity of the Buffalo Lake Plant, as the
case may be, for the period occurring after the second (2nd) anniversary of the
execution date of such Additional Project Document;

     

    (b)           Cargill
shall be liable to Buffalo Lake under such Additional Project Document for all
amounts payable by the counterparty to such Additional Project Document (each, a
“Long-Term
Purchaser”);

     

    (c)           the
liability incurred by Buffalo Lake to the Long-Term Purchaser for failure to
deliver ethanol or distillers grain, as the case may be, under the terms and
conditions of such Additional Project Document shall be no greater than
customary contractual “cover” damages;

     

    (d)           Buffalo
Lake shall not be obligated under such Additional Project Document to procure or
maintain insurance for the Buffalo Lake Plant or to provide an indemnification
to the Long-Term Purchaser which, in each case, is greater than that required
pursuant to the Buffalo Lake Ethanol Marketing Agreement or the Buffalo Lake
Distillers Grains Marketing Agreement, as the case may be, and the Buffalo Lake
Master Agreement;

     

    (e)           such
Additional Project Document shall include a waiver by the Long-Term Purchaser of
consequential damages and protection for Buffalo Lake against force majeure risk
relating to the Buffalo Lake Plant to the extent provided in the Buffalo Lake
Ethanol Marketing Agreement or the Buffalo Lake Distillers Grains Marketing
Agreement, as the case may be (including in each case to the extent provided to
Cargill pursuant to Exhibit F thereto), and the Buffalo Lake Master
Agreement;


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Appendix
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9

    


    (f)   
        no Event of Default shall have
occurred and be continuing, or would reasonably be expected to occur as a result
of the execution of such Additional Project Document; and

     

    (g)           the
Borrowers’ Agent shall have delivered to the Administrative Agent (within
fifteen (15) days of execution of such Additional Project Document) a copy of
such Additional Project Document, together with an Officer’s Certificate from
the Borrowers’ Agent (i) certifying as to the satisfaction of each of the
conditions described in clauses (a) through (f) above and (ii) demonstrating
that, after giving effect to such Additional Project Document, the projected
Cash Flow divided by the projected number of gallons of denatured ethanol
produced by the Project during the duration of such Additional Project Document
shall not be less than $0.30 per gallon and that such Additional Project
Document is in compliance with the Risk Management Policy.

     

    “Buffalo Lake Plant”
shall mean the fuel grade, denatured ethanol production facility located near
Fairmont, Minnesota, with a nameplate capacity of 115 million gallons-per-year,
including the Buffalo Lake Land on which such facility is located, and all
buildings, structures, improvements, easements and other property related
thereto (including all associated electrical, gas, steam, and water
interconnection, storage and treatment facilities, to the extent owned by any
Borrower).

     

    “Buffalo Lake Project
Costs” shall mean the following costs and expenses incurred by the
Borrowers to finance and complete the Buffalo Lake Plant and achieve the Buffalo
Lake Commercial Operation Date and the Project Completion Date (and complete all
Punch List items) in the manner contemplated by the Transaction Documents and
set forth in the Buffalo Lake Construction Budget:

     

    (i)    
       costs incurred by the Borrowers under
the Buffalo Lake EPC Contract, the Buffalo Lake Gas Pipeline Construction and
Management Agreement and any other costs (including taxes) directly relating to
the acquisition, site preparation, design, engineering, construction,
installation, start-up and testing of the Buffalo Lake Plant;

     

    (ii)           fees
and expenses incurred by or on behalf of the Borrowers and allocated to the
Buffalo Lake Plant in connection with the development of the Project and the
consummation of the transactions contemplated by this Agreement, including
financial, accounting, legal, surveying and consulting fees, and the costs of
preliminary engineering;

     

    (iii)      
   interest and fees on the Buffalo Lake Construction Loans until
the Buffalo Lake Commercial Operation Date;

     

    (iv)     
   financing fees and expenses in connection with the Loans and
the fees, costs and expenses of counsel and any consultants to the Agents or the
Lenders that are allocated to the Buffalo Lake Plant;

     

    (v)          insurance
premiums with respect to the title insurance policy for the Buffalo Lake Plant
and the insurance for the Buffalo Lake Plant required pursuant to the Credit
Agreement;


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Appendix
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    (vi)         costs
of corn and natural gas utilized for commissioning, Performance Tests for, and
operation of, the Buffalo Lake Plant prior to the Buffalo Lake Commercial
Operation Date;

     

    (vii)        initial
fees, drawdown fees and interest on the Mezzanine Debt until the Buffalo Lake
Commercial Operation Date that is allocated to the Buffalo Lake Plant, which
drawdown fees and interest shall not exceed $10,000,000 minus any amount paid in
respect of such drawdown fees and interest as Pioneer Trail Project Costs
pursuant to item (vii) of the definition of Pioneer Trail Project
Costs;

     

    (viii)       net
amounts payable under any Required Hedging Agreements prior to the Buffalo Lake
Commercial Operation Date that are allocated to the Buffalo Lake
Plant;

     

    (ix)          amounts
included within the Buffalo Lake Construction Budget for use as cash collateral
for letters of credit issued in connection with construction and start-up and
initial operations of the Buffalo Lake Plant, provided that each such letter of
credit is issued by a Lender (or an Affiliate thereof) on terms and conditions
acceptable to the Administrative Agent and such amounts (prior to any use
thereof in connection with any drawdown under such letter of credit) are subject
to the Liens created under the Security Documents or otherwise acceptable to the
Administrative Agent; and

     

    (x)           all
other costs and expenses included in the Buffalo Lake Construction
Budget;

     

    “Buffalo Lake Project
Documents” shall mean (i) the Buffalo Lake Access Agreement, the Buffalo
Lake Corn Supply Start-up Agreement, the Buffalo Lake EPC Contract, the Buffalo
Lake O&M Agreement (when executed and delivered), the Buffalo Lake Corn
Supply Agreement, the Buffalo Lake Corn Future Advisory Agreement, the Buffalo
Lake Risk Management Agreement, the Buffalo Lake Distillers Grains Marketing
Agreement, the Buffalo Lake Ethanol Marketing Agreement, the Buffalo Lake Master
Agreement, the Buffalo Lake Gas Supply Agreement(s), the Buffalo Lake Gas
Transportation Services Agreement, the Buffalo Lake NAESB Agreement, the Buffalo
Lake Gas Supply Representation and Management Agreement, the Buffalo Lake Gas
Pipeline Construction and Management Agreement, the Buffalo Lake Grain Facility
Lease, the Buffalo Lake Land Purchase Agreements, the Buffalo Lake Delta-T
License Agreement, the Buffalo Lake LLC Agreement, the Buffalo Lake Management
Services Agreement (when executed and delivered), the Buffalo Lake Rail Car
Exchange Agreement, the Buffalo Lake Railroad Car Lease Agreement, the TIC
Indemnity Confirmation (Buffalo Lake), the Buffalo Lake Payment and Performance
Bond, the Escrow Agreement, UP Consent (Buffalo Lake), UP Industry Track
Contract (Buffalo Lake) and, at all times after the execution and delivery
thereof, each Material Additional Project Document; (ii) a Consent Agreement
relating to each of the following Project Documents: the Buffalo Lake Access
Agreement, the Buffalo Lake Corn Supply Start-up Agreement, the Buffalo Lake EPC
Contract, the Buffalo Lake O&M Agreement, the Buffalo Lake Corn Supply
Agreement, the Buffalo Lake Corn Future Advisory Agreement, the Buffalo Lake
Risk Management Agreement, the Buffalo Lake Distillers Grains Marketing
Agreement, the Buffalo Lake Ethanol Marketing Agreement, the Buffalo Lake Master
Agreement, the Buffalo Lake Gas Supply Agreement, the Buffalo Lake Gas Supply
Representation and Management Agreement, the Buffalo Lake Gas Transportation
Services Agreement, the Buffalo Lake NAESB Agreement, the Buffalo Lake Gas
Pipeline Construction and Management Agreement, the Buffalo Lake Grain Facility
Lease, the Buffalo Lake Delta-T License Agreement, the Buffalo Lake Rail Car
Exchange Agreement, the Buffalo Lake Rail Car Lease Agreement and the Buffalo
Lake Management Services Agreement and (iii) at all times after the execution
and delivery of any Material Additional Project Document, a Consent Agreement
with respect thereto.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


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    “Buffalo Lake Rail Car
Exchange Agreement” shall mean the Buffalo Lake Rail Car Exchange
Agreement to be entered into between Buffalo Lake and Cargill prior to the
initial Disbursement of Buffalo Lake Construction Loan, in form and substance
satisfactory to the Administrative Agent and each Lender.

     

    “Buffalo Lake Railroad Car
Lease Agreement” shall mean the Buffalo Lake Rail Car Lease Agreement to
be entered into between Buffalo Lake and Trinity Industries Leasing Company
prior to the initial Disbursement of Buffalo Lake Construction Loan, in form and
substance satisfactory to the Administrative Agent and each Lender.

     

    “Buffalo Lake Risk Management
Agreement” shall mean the Buffalo Lake Risk Management Agreement to be
entered into between Buffalo Lake and Cargill prior to the initial Disbursement
of Buffalo Lake Construction Loan, in form and substance satisfactory to the
Administrative Agent and each Lender.

     

    “Buffalo Lake Title Insurance
Policy” shall have the meaning provided in Section 3.1(q) (i) of the
Credit Agreement.

     

    “Buffalo Lake Security
Agreement” shall mean the Security Agreement, dated as of the date of the
Credit Agreement, made by Buffalo Lake in favor of the Collateral
Agent.

     

    “Business Day” shall
mean (i) for all purposes other than as covered by clause (ii) below, any day
except Saturday, Sunday and any day which shall be in New York City a legal
holiday or a day on which banking institutions are authorized or required by law
or other government action to close in any such city, and (ii) with respect to
all notices and determinations in connection with, and payments of principal and
interest on, Eurodollar Loans, any day which is a Business Day described in
clause (i) above and which is also a day for trading by and between banks in the
London interbank eurodollar market.

     

    “Calculation Date”
shall mean the date that is fifteen (15) days following each Quarterly Date
occurring after the Closing Date.

     

    “Capital Adequacy
Regulation” means any guideline, request or directive of any central bank
or other Governmental Authority, or any other Law, whether or not having the
force of Law, in each case, regarding capital adequacy of any bank or of any
corporation controlling a bank.

     

    “Capital Lease
Obligations” shall mean, for any Person, the obligations of such Person
to pay rent or other amounts under a lease of (or other agreement conveying the
right to use) real or personal Property which obligations are required to be
classified and accounted for as a capital lease on a balance sheet of such
Person under GAAP (including Statement of Financial Accounting Standards No. 13
of the Financial Accounting Standards Board (“Statement No. 13”)) and, for
purposes of the Credit Agreement, the amount of such obligations shall be the
capitalized amount thereof, determined in accordance with GAAP (including such
Statement No. 13).


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


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    “Capital Stock” shall
mean, with respect to any Person, any and all shares, interests, participations
and/or rights in or other equivalents (however designated, whether voting or
nonvoting, ordinary or preferred) in the equity or capital of such Person, now
or hereafter outstanding, and any and all rights, warrants or options
exchangeable for or convertible into any thereof.

     

    “Cargill” shall mean
Cargill, Incorporated, a corporation organized and existing under the laws of
the State of Delaware.

     

    “Cargill Commodity”
shall mean Cargill Commodity Services, Inc., a Delaware corporation, doing
business as Cargill Direct.

     

    “Cargill Loss Proceeds
Account” shall mean the Cargill Loss Proceeds Account established
pursuant to Section 2.2(a)(xvi) of the Account Agreement.

     

    “Cash Flow” shall
mean, for any period, the excess (if any) of (i) Project Revenues of the type
described in clauses (i) and (ii) of the definition of “Project Revenues” which
are deposited into the Project Revenues Collection Account during such period
over (ii) the sum of (x) Operation and Maintenance Expenses paid from the
Operating Account during such period pursuant to the Account Agreement and (y)
Maintenance Capital Expenses paid from the Maintenance Capital Expenses Account
during such period pursuant to the Account Agreement.

     

    “Center Point Energy”
shall mean Center Point Energy, Inc., a corporation organized and existing under
the laws of the State of Texas.

     

    “Change of Control”
shall mean:

     

    (a)           at
any time, BFE Holdings shall cease to (i) own and control, directly, 100% of the
total Voting Stock or economic interests of Opco, (ii) own and control,
indirectly, 100% of the total Voting Stock or economic interests of each of
Buffalo Lake and Pioneer Trail, or (iii) possess, directly or indirectly, the
power to direct or cause the direction of all the management, policies and
decisions of any Borrower;

     

    (b)           at
any time, the Sponsor shall cease to either (i) own and control, directly or
indirectly, 100% of the total Voting Stock or economic interests of any
Borrower, or (ii) possess, directly or indirectly, the power to direct or cause
the direction of all the management, policies and decisions of any
Borrower;

     

    (c)           at
any time, Opco shall cease to own and control, directly, 100% of the total
Voting Stock or economic interest of each of Buffalo Lake and Pioneer Trail;
or


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


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    (d)          during
the period commencing on the Closing Date and ending on the earlier of (i) the
date which is six (6) months after the Conversion Date or (ii) the expiration
date of any lock-up agreement required to be signed by Cargill in the initial
public offering of Capital Stock of a Person which currently owns LLC Interests
in the Sponsor (provided that Cargill shall not be required to sign a lock-up
agreement with a term longer than the lock-up term applicable to the officers,
directors and all other holders of 1% of more of the Capital Stock of such
Person), Cargill shall cease to own and control, directly or indirectly, LLC
Interests of the Borrowers (or Capital Stock of the Person that currently owns
LLC Interests in the Sponsor, in the event of an initial public offering) having
an aggregate value (calculated reasonably and without duplication on a
going-concern basis) of at least $8,000,000; provided that this provision shall
not be triggered so long as Cargill has not sold any of its directly or
indirectly held LLC Interests of the Borrowers (or, Capital Stock in the case of
an initial public offering) even if the value thereof is less than
$8,000,000.

     

    “Charter Documents”
shall mean, with respect to any Person, (i) the articles of incorporation,
limited liability company agreement, partnership agreement, or other similar
organizational document of such Person, (ii) the by-laws or other similar
document of such Person, (iii) any certificate of designation or instrument
relating to the rights of preferred shareholders or other holders of Capital
Stock of such Person, and (iv) any shareholder rights agreement or other similar
agreement.

     

    “CHS, Inc.” shall mean
CHS, Inc., a corporation organized and existing under the laws of the State of
Minnesota.

     

    “Closing Date” shall
mean the date upon which (i) the conditions precedent set forth in Section 3.1
of the Credit Agreement have been satisfied (or waived by the appropriate
Lenders by a written instrument signed by such Lenders) and (ii) the conditions
precedent set forth in Section 3.2 of the Credit Agreement in respect of the
earlier to occur of the initial Disbursement of the Buffalo Lake Construction
Loan and the initial Disbursement of the Pioneer Trail Construction Loan, as the
case may be, have been satisfied (or waived by the appropriate Lenders by a
written instrument signed by such Lenders).

     

    “Code” shall mean the
Internal Revenue Code of 1986, as amended from time to time, and the regulations
promulgated and rulings issued thereunder.  Section references to the
Code are to the Code as in effect at the date of the Credit Agreement and any
subsequent provisions of the Code, amendatory thereof, supplemental thereto or
substituted therefor.

     

    “Collateral” shall
mean all Property that, in accordance with the terms of the Security Documents,
is intended to be subject to any Lien in favor of the Collateral Agent and/or
the Secured Parties.

     

    “Collateral Agent”
shall mean Deutsche Bank Trust Company Americas, acting in its capacity as
Collateral Agent for the Secured Parties, and shall include any successor
Collateral Agent appointed pursuant to Section 8.9 of the Credit
Agreement.

     

    “Commercial Operation
Date” shall mean, the Buffalo Lake Commercial Operation Date and the
Pioneer Trail Commercial Operation Date, as the case may be.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


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    “Commitment Fee” shall
have the meaning provided in Section 6.7(a) of the Credit
Agreement.

     

    “Commitments” shall
mean the Construction Loan Commitments, the Term Loan Commitments and the
Working Capital Loan Commitments.

     

    “Consent Agreement”
shall mean an Acknowledgment and Consent Agreement between a Project Participant
and the Collateral Agent and acknowledged by each of the Borrowers,
substantially in the form of Exhibit F to the Credit Agreement.

     

    “Construction
Accounts” shall mean, collectively, the Buffalo Lake Construction Account
and the Pioneer Trail Construction Account.

     

    “Construction Budgets”
shall mean, collectively, the Buffalo Lake Construction Budget and the Pioneer
Trail Construction Budget.

     

    “Construction Loan
Commitments” shall mean, as to any Lender, the aggregate of the Buffalo
Lake Construction Loan Commitment and the Pioneer Trail Construction Loan
Commitment for such Lender.

     

    “Construction Loans”
shall mean, collectively, the Buffalo Lake Construction Loans and the Pioneer
Trail Construction Loans.

     

    “Construction Notes”
shall have the meaning provided in Section 2.7 of the Credit
Agreement.

     

    “Construction
Requisition” shall mean a Buffalo Lake Construction Requisition or a
Pioneer Trail Construction Requisition, as the case may be.

     

    “Contingent
Obligation” shall mean, as to any Person, any obligation of such Person
guaranteeing or intending to guarantee any Indebtedness, leases, dividends or
other obligations (“primary obligations”) of any other Person (the “primary
obligor”) in any manner, whether directly or indirectly, including, without
limitation, any obligation of such Person, whether or not contingent, (a) to
purchase any such primary obligation or any property constituting direct or
indirect security therefor, (b) to advance or supply funds (i) for the purchase
or payment of any such primary obligation or (ii) to maintain working capital or
equity capital of the primary obligor or otherwise to maintain the net worth or
solvency of the primary obligor, (c) to purchase property, securities or
services primarily for the purpose of assuring the owner of any such primary
obligation of the ability of the primary obligor to make payment of such primary
obligation or (d) otherwise to assure or hold harmless the owner of such primary
obligation against loss in respect thereof.  The amount of any
Contingent Obligation shall be deemed to be an amount equal to the stated or
determinable amount of the primary obligation in respect of which such
Contingent Obligation is made or, if not stated or determinable, the maximum
reasonably anticipated liability in respect thereof (assuming such Person is
required to perform thereunder) as determined by such Person in good
faith.

     

    “Conversion” shall
mean the actions to be taken on the Conversion Date pursuant to Section 2.2(a)
of the Credit Agreement.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


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    “Conversion Date”
shall mean the date on which the conditions precedent set forth in Section 3.4
of the Credit Agreement are satisfied and Conversion occurs.

     

    “Corn Supply
Agreements” shall mean, collectively, the Buffalo Lake Corn Supply
Agreement and Pioneer Trail Corn Supply Agreement.

     

    “Cornerstone” shall
mean Cornerstone Energy, Inc., a corporation organized and existing under the
laws of the State of Nebraska.

     

    “Cost” shall mean, in
respect of any Scope Change Order, all costs incurred or to be incurred by any
Borrower in respect thereof, any Debt Service or other costs attributable to a
delay in the Guaranteed Completion Date, or any other cost incurred by any
Borrower directly or indirectly as a result of such Scope Change
Order.

     

    “Credit Agreement”
shall mean the Credit Agreement, dated as of September 25, 2006, among the
Borrowers, the Borrowers’ Agent, the Administrative Agent, the Arranger, the
Lenders and the Collateral Agent.

     

    “Date Certain” shall
mean June 30, 2009.

     

    “Debt” shall mean, at
any time, the sum of (without duplication) (i) prior to the Conversion Date, the
total outstanding Construction Loans (plus accrued interest and Commitment Fees
on the Construction Loans), (ii) on and after the Conversion Date, the total
outstanding Term Loans (plus accrued interest and Commitment Fees on the Term
Loans), and (iii) the total outstanding Working Capital Loans (plus accrued
interest and Commitment Fees on the Working Capital Loans), (iv) all
Indebtedness of any Borrower as would be required to be reflected as debt or
Capital Lease Obligations on the liability side of a balance sheet of such
Borrower in accordance with GAAP, (v) all Indebtedness of any Borrower of the
type described in clauses (iii)(Letters of Credit),
(vii)(Hedging
Agreements) and (viii)(Off-Balance Sheet
Liabilities) of the definition of Indebtedness and (vi) all Contingent
Obligations of any Borrower in respect of Indebtedness of any third Person of
the type referred to in preceding clauses (iv) and (v); provided that the amount
of Indebtedness in respect of Hedging Agreements shall be at any time the
unrealized net loss position, if any, of any Borrower thereunder on a
marked-to-market basis determined no more than one month prior to such
time.

     

    “Debt Service” shall
mean, for any period, the sum of (without duplication) (i) all amounts payable
by any Borrower during such period pursuant to the terms and conditions of the
Financing Documents (including, without limitation, all amounts that are
required to be prepaid and all amounts overdue from any prior period) in respect
of principal of the Loans during such period plus (ii) all amounts payable in
respect of Interest Expense for such period plus (iii) all scheduled Fees
payable during such period.

     

    “Debt Service and Related
Payments Account” shall mean the “Debt Service and Related Payments
Account” established pursuant to Section 2.2(a)(vii) of the Account
Agreement.

     

    “Debt Service Reserve
Account” shall mean the “Debt Service Reserve Account” established
pursuant to Section 2.2(a)(viii) of the Account Agreement.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


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    “Debtor Relief Laws”
shall mean the Bankruptcy Code and all other liquidation, conservatorship,
bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement,
receivership, insolvency, reorganization, or similar debtor relief laws of the
United States or other applicable jurisdictions from time to time in effect and
affecting the rights of creditors generally.

     

    “Default” shall mean
any event or circumstance which with notice or lapse of time or both would
become an Event of Default.

     

    “Default Rate” shall
have the meaning provided in Section 2.9(c) of the Credit
Agreement.

     

    “Delay Liquidated
Damages” shall mean all liquidated damages payable under Articles 7
(Completion Dates) of any EPC Contract.

     

    “Delta-T” shall mean
Delta-T Corp., a corporation organized and existing under the laws of
Virginia.

     

    “Delta-T License
Agreements” shall mean, collectively, the Buffalo Lake Delta-T License
Agreement and Pioneer Trail Delta-T License Agreement.

     

    “Deposit Account Control
Agreements” shall mean, collectively, the Opco Deposit Account Control
Agreement, Buffalo Lake Deposit Account Control Agreement and Pioneer Trail
Deposit Account Control Agreement.

     

    “Depositary Agent”
shall mean Deutsche Bank Trust Company Americas, acting in its capacity as
Depositary Agent in accordance with the Account Agreement, and shall include any
successor Depositary Agent appointed pursuant to Section 8.4 of the Account
Agreement.

     

    “Disbursement” shall
mean any disbursement of a Loan pursuant to the Credit Agreement.

     

    “Disbursement Date”
shall mean the date specified in a Construction Requisition as the date on which
Disbursements of Construction Loans are requested by the Borrowers’
Agent.

     

    “Disposition” shall
mean any sale, transfer or other disposition by any Borrower to any Person of
any Property.

     

    “Distillers Grains Marketing
Agreements” shall mean, collectively, the Buffalo Lake Distillers Grains
Marketing Agreement and the Pioneer Trail Distillers Grains Marketing
Agreement.

     

    “Distillers Grains Market
Consultant” shall mean Informa Economics Inc. or any other Person from
time to time appointed by the Required Lenders to act as the Distillers Grains
Market Consultant for the purposes of the Credit Agreement.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


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    “Distribution” shall
have the meaning provided in Section 5.16 of the Credit Agreement.

     

    “Distribution Account”
shall mean the “Distribution Account” established pursuant to Section
2.2(a)(xiv) of the Account Agreement.

     

    “Distribution Date
Certificate” shall have the meaning provided in Section 5.16 of the
Credit Agreement.

     

    “Distribution Release
Conditions” shall mean each of the conditions to distributions from the
Distribution Account set forth in Section 5.16 of the Credit
Agreement.

     

    “Dollars” and the sign
“$” shall each
mean freely transferable, lawful money of the United States.

     

    “Drawing” shall have
the meaning provided in Section 2.22(b) of the Credit Agreement.

     

    “DSRA Letter of
Credit” shall have the meaning provided in Section 5.1 of the Account
Agreement.

     

    “ECF Sweep Account”
shall mean the “ECF Sweep Account” established pursuant to Section 2.2(a)(ix) of
the Account Agreement.

     

    “Eligible Assignee”
shall mean (i) a commercial bank or other financial institution having a
combined capital and surplus of at least Twenty Five Million Dollars
($25,000,000), or (ii) a Person that is primarily engaged in the business of
commercial banking and that is an Affiliate of a Lender.

     

    “Eligible Bank” shall
mean a commercial bank (i) whose long-term unsecured debt is rated at least A+
by Standard & Poor’s and A1 by Moody’s, (ii) with a minimum capital base of
One Billion Dollars ($1,000,000,000), (iii) that has a branch or agency
regulated under the Laws of the United States and (iv) that is reasonably
acceptable to the Administrative Agent.

     

    “Enforcement Action”
shall mean any action or proceeding against any Borrower, the Project or all or
any part of the Collateral taken for the purpose of (i) enforcing the rights of
any Secured Party under or in respect of the Collateral or the Security
Documents, including, without limitation, the initiation of action in any court
or before any administrative agency or Governmental Authorities to enforce such
rights, and any action to exercise any rights provided in Section 7.3 of the
Credit Agreement, and (ii) adjudicating or seeking a judgment on a
claim.

     

    “Environmental Claim”
shall mean, with respect to any Person, (i) any notice, claim, administrative,
regulatory or judicial or equitable action, suit, Lien, judgment or demand by
any other Person or (ii) any other written communication by any Governmental
Authority, in either case alleging or asserting such Person’s liability for
investigatory costs, cleanup costs, consultants’ fees, governmental response
costs, damages to natural resources (including, without limitation, wetlands,
wildlife, aquatic and terrestrial species and vegetation) or other Property,
property damages, or personal injuries, or seeking injunctive relief, fines or
penalties arising out of, based on or resulting from (x) the presence, or
Release into the environment, of any Hazardous Material at any location, whether
or not owned by such Person or (y) circumstances forming the basis of any
violation, or alleged violation, of any Environmental Law or Governmental
Approval issued under any Environmental Law.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


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    “Environmental Laws”
shall mean any and all Laws, now or hereafter in effect, and any judicial or
administrative interpretation thereof, including any judicial or administrative
order, consent decree or judgment, relating to the environment, human health or
safety, or to emissions, discharges, releases or threatened releases of
pollutants, contaminants, chemicals, or toxic or hazardous substances or wastes
into the environment including, without limitation, ambient air, surface water,
groundwater, or land, or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport, or handling of
pollutants, contaminants, chemicals, or toxic or hazardous substances or
wastes.

     

    “Environmental Site
Assessment Report” shall mean, with respect to each Plant and the real
property that is the subject of each of the Grain Facility Leases, a Phase I
environmental site assessment report prepared by an environmental consulting
firm acceptable to the Lenders, which report will comply with ASTM standard
1527-00, and a Phase II environmental site assessment report acceptable to the
Lenders, addressing any recognized environmental conditions or other areas of
concern identified in the relevant Phase I report if in the reasonable
determination of the Administrative Agent, acting in consultation with the
Independent Engineer, a Phase II assessment is warranted.

     

    “EPC Contractor” shall
mean TIC - The Industrial Company Wyoming, Inc., a corporation organized and
existing under the laws of Wyoming.

     

    “EPC Contracts” shall
mean, collectively, the Buffalo Lake EPC Contract and the Pioneer Trail EPC
Contract.

     

    “Equity Contributions”
shall mean the amounts contributed in return for the issuance of Capital Stock
in any Borrower.

     

    “ERISA” shall mean the
Employee Retirement Income Security Act of 1974, as amended from time to time,
and the regulations promulgated and rulings issued
thereunder.  Section references to ERISA are to ERISA, as in effect at
the date of the Credit Agreement and any subsequent provisions of ERISA,
amendatory thereof, supplemental thereto or substituted therefor.

     

    “ERISA Affiliate”
shall mean each person (as defined in Section 3(9) of ERISA) which together with
any Borrower or a Subsidiary of any Borrower would be deemed to be a “single
employer” (i) within the meaning of Section 414(b), (c), (m) or (o) of the Code
or (ii) as a result of such Borrower or a Subsidiary of such Borrower being or
having been a general partner of such person.

     

    “Escrow Account” shall
mean any Escrow Account established pursuant to the Escrow
Agreement.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


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    “Escrow Agreement”
shall mean the Escrow Agreement to be entered into prior to the initial
Disbursement of the Construction Loans among Buffalo Lake, Pioneer Trail,
Cargill and Deutsche Bank Trust Company Americas, as escrow agent, relating to
the application of Loss Proceeds from an Event of Loss relating to any Property
that is the subject of a Grain Facility Lease, in form and substance
satisfactory to the Administrative Agent and each Lender.

     

    “Ethanol Market
Consultant” shall mean Muse, Stancil & Co. or any other Person from
time to time appointed by the Required Lenders to act as Ethanol Market
Consultant for the purposes of the Credit Agreement.

     

    “Ethanol Marketing
Agreements” shall mean, collectively, the Buffalo Lake Ethanol Marketing
Agreement and the Pioneer Trail Ethanol Marketing Agreement.

     

    “Eurodollar Loan”
shall mean Loans which bear interest based on the Adjusted Eurodollar
Rate.

     

    “Eurodollar Rate”
shall mean, with respect to each Interest Period in respect of a Eurodollar
Loan, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of
one percent (1%)) appearing on Telerate Page 3750 (or any successor page) as the
London interbank offered rate for deposits in Dollars at approximately 11:00
a.m. (London time) two Business Days prior to the first day of such Interest
Period for a term comparable to such Interest Period.  If for any
reason such rate is not available, the term “Eurodollar Rate” shall mean, for
any Eurodollar Loan for any Interest Period therefor, the rate per annum
(rounded upwards, if necessary, to the nearest 1/100 of one percent (1%))
appearing on Reuters Screen LIBO Page as the London interbank offered rate for
deposits in Dollars at approximately 11:00 a.m. (London time) two Business Days
prior to the first day of such Interest Period for a term comparable to such
Interest Period; provided, however, if more than one rate is specified on
Reuters Screen LIBO Page, the applicable rate shall be the arithmetic mean of
all such rates (rounded upwards, if necessary, to the nearest 1/100 of one
percent (1%)).

     

    “Event of Default”
shall have the meaning provided in Section 7.1 of the Credit
Agreement.

     

    “Event of Loss” shall
mean, with respect to any Property of any Borrower, any loss of, destruction of
or damage to, or any condemnation (including, without limitation, a Taking) or
other taking of, such Property.

     

    “Expropriation Event”
shall mean (a) any condemnation, nationalization, seizure or expropriation by a
Governmental Authority of all or a substantial portion of the Project or the
Property or the assets of any Borrower or of its share capital or of either
grain facility that is the subject of a Grain Facility Lease, (b) any assumption
by a Governmental Authority of control of the Property, assets or business
operations of any Borrower or of its share capital or of either grain facility
that is the subject of a Grain Facility Lease, (c) any taking of any action by a
Governmental Authority for the dissolution or disestablishment of any Borrower
or (d) any taking of any action by a Governmental Authority that would prevent
any Borrower from carrying on its business or operations or a substantial part
thereof.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


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    “Excess Construction Loan
Commitment” shall mean, after the date on which Substantial Completion
occurs for each Plant under the relevant EPC Contract, with respect to the
Construction Loan Commitment for such Plant, the amount equal to (i) the
Construction Loan Commitment for such Plant; minus (ii) the aggregate
Construction Loans disbursed for such Plant on or prior to such date; minus
(iii) the amount set forth in the Construction Budget for such Plant to cover
the required funding of fifty percent (50%) of the Required Debt Service Reserve
Amount on the Conversion Date; and minus (iv) amounts adequate for each Borrower
to take necessary steps to satisfy all the conditions precedent required under
Section 3.4 of the Credit Agreement.

     

    “Facing Fees” shall
have the meaning provided in Section 2.24(b) of the Credit
Agreement.

     

    “Federal Funds Rate”
shall mean, for any day, the rate per annum (rounded upwards, if necessary, to
the nearest 1/100 of one percent (1%)) equal to the weighted average of the
rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers on such day, as published by
the Federal Reserve Bank of New York on the Business Day next succeeding such
day; provided, that (i) if the day for which such rate is to be determined is
not a Business Day, the Federal Funds Rate for such day shall be such rate on
such transactions on the next preceding Business Day as so published on the next
succeeding Business Day and (ii) if such rate is not so published for any day,
the Federal Funds Rate for such day shall be the average rate charged to the
Administrative Agent (in its individual capacity) on such day on such
transactions as determined by the Administrative Agent.

     

    “Fee Letters” shall
mean each of the Administrative Agent Fee Letter dated the date of the Credit
Agreement among the Administrative Agent and each of the Borrowers and the Fee
Letter dated the date of the Credit Agreement between the Arranger and the
Sponsor.

     

    “Fees” shall mean all
amounts payable pursuant to or referred to in Section 6.7 of the Credit
Agreement.

     

    “Financial Covenant
Statement” shall mean each statement delivered pursuant to Section 5.1(e)
of the Credit Agreement.

     

    “Financing Documents”
shall mean, collectively, the Credit Agreement, the Notes, the Security
Documents, the Fee Letters and the Required Hedging Agreements.

     

    “Foreign Pension Plan”
shall mean any plan, fund (including, without limitation, any superannuation
fund) or other similar program established or maintained outside the United
States by any Borrower or any one or more of its Subsidiaries primarily for the
benefit of employees of any Borrower or such Subsidiaries residing outside the
United States, which plan, fund or other similar program provides, or results
in, retirement income, a deferral of income in contemplation of retirement or
payments to be made upon termination of employment, and which plan is not
subject to ERISA or the Code.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


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    “GAAP” shall mean
generally accepted accounting principles and practices as in effect from time to
time in the United States.

     

    “Gas Pipeline Construction
and Management Agreements” shall mean, collectively, the Buffalo Lake Gas
Pipeline Construction and Management Agreement and Pioneer Trail Gas Pipeline
Construction and Management Agreement.

     

    “Gas Supply
Agreements” shall mean, collectively, the Buffalo Lake Gas Supply
Agreement(s) and the Pioneer Trail Gas Supply Agreement(s).

     

    “Gas Transportation Services
Agreements” shall mean, collectively, the Buffalo Lake Gas Transportation
Services Agreement and the Pioneer Trail Gas Transportation Services
Agreement.

     

    “Good Industry
Practices” means the professional practices, methods, equipment,
specifications and safety and output standards and industry codes of the United
States ethanol industry for projects of a similar type and capacity as the
Project, with respect to the design, installation, operation, maintenance and
use of equipment and similar or better machinery, all of the above in compliance
with applicable standards of safety, output, dependability, efficiency and
economy, including recommended practice, of a good, safe, prudent and
workman-like character and in compliance with all applicable
Laws.  Good Industry Practices are not intended to be limited to the
optimum or minimum practice or method to the exclusion of all others, but rather
to be a spectrum of reasonable and prudent practices and methods as practiced in
the industry.

     

    “Goods and Services
Agreements” shall mean, collectively, the Buffalo Lake Goods and Services
Agreement and Pioneer Trail Goods and Services Agreement.

     

    “Governmental
Approval” shall mean any authorization, consent, approval, license,
ruling, permit, tariff, rate, certification, exemption, filing, variance, claim,
order, judgment, decree, publication, notice to, declaration of or with, or
registration by or with, any Governmental Authority.

     

    “Governmental
Authority” shall mean any government, governmental department,
commission, board, bureau, agency, regulatory authority, instrumentality,
judicial or administrative body, domestic or foreign, federal, state or local
authority having jurisdiction over the matter or matters in question, including,
without limitation, those of the State of Nebraska, the State of Minnesota and
the United States.

     

    “Grain Facility
Leases” shall mean, collectively, the Buffalo Lake Grain Facility Lease
and Pioneer Trail Grain Facility Lease.

     

    “Guaranteed Provisional
Acceptance Date” shall mean the Buffalo Lake Guaranteed Provisional
Acceptance Date or the Pioneer Trail Guaranteed Provisional Acceptance Date, as
the context may require.

     

    “Guaranteed Completion
Date” shall mean the Buffalo Lake Guaranteed Completion Date or the
Pioneer Trail Guaranteed Completion Date, as the context may
require.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


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    “Hazardous Material”
shall mean any substance that is regulated or could lead to liability under any
Environmental Law, including, but not limited to, any petroleum or petroleum
product, asbestos in any form that is or could become friable, transformers or
other equipment that contain dielectric fluid containing levels of
polychlorinated biphenyls (PCB’s), hazardous waste, hazardous material,
hazardous substance, toxic substance, contaminant or pollutant, as defined or
regulated as such under, any applicable Environmental Law.

     

    “Hedging Agreement”
means any agreement in respect of any interest rate swap transaction, basis
swap, forward rate transaction, commodity swap, commodity option, equity or
equity index swap, equity or equity index option, bond option, interest rate
option, foreign exchange transaction, cap transaction, floor transaction, collar
transaction, currency swap transaction, cross-currency rate swap transaction,
currency option or any other similar transaction (including any option with
respect to any of the foregoing transactions) or any combination of the
foregoing transactions entered into by any Borrower.

     

    “Hedging Reserve
Account” shall mean the “Hedging Reserve Account” established pursuant to
Section 2.2(a)(xi) of the Account Agreement.

     

    “Historical Debt Service
Coverage Ratio” shall mean, as at any Calculation Date occurring after
the Conversion Date, for the period of four consecutive fiscal quarters of the
Borrowers (or such lesser number of fiscal quarters occurring since such
Conversion Date) most recently ended (taken as one accounting period), the ratio
of (i) Cash Flow for such period, to (ii) the Debt Service for such period
(including Scheduled Principal Payments but excluding mandatory prepayments in
respect of the Loans payable during such period pursuant to the Financing
Documents) or lesser period.

     

    “Indebtedness” of any
Person shall mean (i) all indebtedness of such Person for borrowed money, (ii)
the deferred purchase price of assets or services which in accordance with GAAP
would be shown on the liability side of the balance sheet of such Person, (iii)
the face amount of all letters of credit issued for the account of such Person
and, without duplication, all drafts drawn thereunder, (iv) all Indebtedness of
a second Person secured by any Lien on any Property owned by such first Person,
whether or not such Indebtedness has been assumed, (v) all Capital Lease
Obligations of such Person, (vi) all obligations of such Person to pay a
specified purchase price for goods or services whether or not delivered or
accepted, i.e., take-or-pay and similar obligations, (vii) all net obligations
of such Person under Hedging Agreements, (viii) all Off-Balance Sheet
Liabilities of such Person and (ix) all Contingent Obligations of such Person;
provided that Indebtedness shall not include trade payables arising in the
ordinary course of business so long as such trade payables are payable within 90
days of the date the respective goods are delivered and are not
overdue.

     

    “Indemnified
Liabilities” shall have the meaning provided in Section 9.2(a) of the
Credit Agreement.

     

    “Indemnified Matters”
shall have the meaning provided in Section 9.2(b)(i) of the Credit
Agreement.

     

    “Indemnified Person”
shall have the meaning provided in Section 9.2(a) of the Credit
Agreement.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


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    “Independent Engineer”
shall mean Luminate, LLC or any other Person from time to time appointed by the
Required Lenders to act as Independent Engineer for the purposes of the Credit
Agreement.

     

    “Independent Engineer
Completion Certificate” shall mean a certificate, substantially in the
form of Exhibit E-2 to the Credit Agreement, dated the Conversion Date, duly
completed and signed by an Authorized Officer of the Independent
Engineer.

     

    “Information
Memorandum” shall mean the Confidential Information Memorandum, dated
July 25, 2006, prepared by the Borrowers and the Sponsor in respect of the
financing contemplated by the Credit Agreement.

     

    “Insurance Advisor”
shall mean Moore-McNeil, LLC or any other Person from time to time appointed by
the Required Lenders to act as Insurance Advisor for the purposes of the Credit
Agreement.

     

    “Insurance Proceeds”
shall mean all amounts payable to any Borrower or the Collateral Agent in
respect of any insurance required to be maintained (or caused to be maintained)
by any Borrower pursuant to Section 5.9 of the Credit Agreement (other than
general liability insurance, delayed startup insurance and business interruption
insurance).

     

    “Interest Determination
Date” shall mean, with respect to any Eurodollar Loan, the second
Business Day prior to the commencement of any Interest Period relating to such
Eurodollar Loan.

     

    “Interest Expense”
shall mean, for any period, the sum of the following: (i) all interest on the
Loans accrued or capitalized during such period (whether or not actually paid
during such period) pursuant to the Financing Documents plus (ii) the net
amounts payable (or minus the net amounts receivable) under the Required Hedging
Agreements accrued during such period (whether or not actually paid or received
during such period).

     

    “Interest Period”
shall have the meaning provided in Section 2.10 of the Credit
Agreement.

     

    “Investment” in any
Person shall mean, without duplication: (a) the acquisition (whether for cash,
securities, other Property, services or otherwise) or holding of capital stock,
bonds, notes, debentures, partnership or other ownership interests or other
securities of such Person, or any agreement to make any such acquisition or to
make any capital contribution to such Person; or (b) the making of any deposit
with, or advance, loan or other extension of credit to, such
Person.

     

    “Kinder Morgan” shall
mean Kinder Morgan Interstate Gas Transmission, LLC, a limited liability company
organized and existing under the laws of Colorado and a subsidiary of Kinder
Morgan Energy Partners, LLP, a limited liability company organized and existing
under the laws of Delaware.

     

    “Land” shall mean,
collectively, the Buffalo Lake Land and the Pioneer Trail Land.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Appendix
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    “Law” shall mean, with
respect to any Person (i) any statute, law, regulation, ordinance, rule,
judgment, order, decree, permit, concession, grant, franchise, license,
agreement or other governmental restriction or any interpretation or
administration of any of the foregoing by any Governmental Authority (including,
without limitation, Governmental Approvals) and (ii) any directive, guideline,
policy, requirement or any similar form of decision of or determination by any
Governmental Authority which is binding on such Person, in each case, whether
now or hereafter in effect (including, without limitation, in each case, any
Environmental Law).

     

    “Leisingers” shall
mean, collectively, Rozella M. Leisinger and Richard K. Leisinger.

     

    “Lender” shall mean
each Lender named on Annex I to the Credit Agreement including cash Working
Capital Lender) and any Assignee thereof pursuant to Section 9.13 of the Credit
Agreement.

     

    “Letter of Credit”
shall have the meaning provided in Section 2.18(a).

     

    “Letter of Credit Fee”
shall have the meaning provided in Section 2.24(a).

     

    “Letter of Credit
Issuer” shall mean BNP Paribas (except as otherwise provided in Section
8.9 of the Credit Agreement) and any other Working Capital Lender acceptable to
the Administrative Agent which agrees to issue Letters of Credit
hereunder.  Any Letter of Credit Issuer may, in its discretion,
arrange for one or more Letters of Credit to be issued by one or more Affiliates
of such Letter of Credit Issuer (and such Affiliate shall be deemed to be a
“Letter of Credit Issuer” for all purposes of the Financing
Documents).

     

    “Letter of Credit
Outstandings” shall mean, at any time, the sum of (i) the Stated Amount
of all outstanding Letters of Credit at such time and (ii) the aggregate amount
of all Unpaid Drawings in respect of all Letters of Credit at such
time.

     

    “Letter of Credit
Participant” shall have the meaning provided in Section 2.21(a) of the
Credit Agreement.

     

    “Letter of Credit
Percentage” shall mean the fraction (expressed as a percentage) of any
Letter of Credit issued at any time, the numerator of which is the Working
Capital Loan Commitment of such Working Capital Lender at such time and the
denominator of which is the Working Capital Loan Commitment of all Working
Capital Lenders at such time, provided that if the Letter of Credit Percentage
of any Working Capital Lender is to be determined after the Working Capital Loan
Commitment has been terminated, then the Letter of Credit Percentage of such
Working Capital Lender shall be determined immediately prior (and without giving
effect) to such termination.

     

    “Letter of Credit
Request” shall have the meaning provided in Section 2.20(a) of the Credit
Agreement.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Appendix
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    “Lien” shall mean,
with respect to any Property of any Person, any mortgage, lien, deed of trust,
hypothecation, fiduciary transfer of title, assignment by way of security, lien,
pledge, charge, lease, sale and lease-back arrangement, easement, servitude,
trust arrangement, or security interest or encumbrance of any kind in respect of
such Property, or any preferential arrangement having the practical effect of
constituting a security interest with respect to the payment of any obligation
with, or from the proceeds of, any Property of any kind (and a Person shall be
deemed to own subject to a Lien any Property that it has acquired or holds
subject to the interest of a vendor or lessor under any conditional sale
agreement, capital lease or other title retention agreement relating to such
Property).

     

    “LLC Agreement” shall
mean, collectively, the Opco LLC Agreement, the Buffalo Lake LLC Agreement and
the Pioneer Trail LLC Agreement.

     

    “LLC Interests” shall
mean, as to any Person organized as a limited liability company, any and all
shares of the profits and losses of such Person, any and all rights to receive
distributions of such Person’s assets, and any and all rights, benefits or
privileges pertaining to any of the foregoing, including, without limitation,
voting rights and the right to participate in management.

     

    “Loans” shall mean the
Construction Loans, the Term Loans, and the Working Capital Loans.

     

    “Loan Termination
Date” shall mean the date on which all Obligations, other than contingent
liabilities and obligations which are unasserted at such date, have been
indefeasibly paid and satisfied in full and all Commitments have been
terminated.

     

    “Losses” shall have
the meaning provided in Section 9.2(b) of the Credit Agreement.

     

    “Loss Proceeds” shall
mean, with respect to any Event of Loss, any Insurance Proceeds, condemnation
awards or other compensation, awards, damages and other payments or relief
(including any compensation payable in connection with a Taking) with respect to
such Event of Loss (excluding, in each case, the proceeds of general liability
insurance, delayed startup insurance and business interruption
insurance).

     

    “Loss Proceeds
Account” shall mean the “Loss Proceeds Account” established pursuant to
Section 2.2(a)(xv) of the Account Agreement.

     

    “Maintenance Capital
Expenses” shall mean all expenses incurred by any Borrower (including for
labor) for regularly scheduled (or reasonably anticipated) major maintenance of
the Project (including, without limitation, teardowns, overhauls, capital
improvements and replacements of major components of either Plant) in accordance
with Good Utility Practices and vendor and supplier
recommendations.

     

    “Maintenance Capital Expense
Account” shall mean the Maintenance Capital Expense Account established
pursuant to Section 2.2(a)(vi) of the Account Agreement.

     

    “Management Services
Agreement” shall mean, collectively, the Buffalo Lake Management Services
Agreement, Pioneer Trail Management Services Agreement and Opco Management
Services Agreement.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Appendix
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    “Margin Account” shall
mean any margin account opened and maintained by any Borrower to the extent
permitted pursuant to the Risk Management Policy.

     

    “Margin Stock” shall
mean margin stock within the meaning of Regulation U and Regulation
X.

     

    “Market Consultants”
shall mean, collectively, the Ethanol Market Consultant and the Distillers
Grains Market Consultant.

     

    “Master Agreements”
shall mean, collectively, the Buffalo Lake Master Agreement and Pioneer Trail
Master Agreement.

     

    “Material Additional Project
Document” shall mean any Additional Project Document if (i) the aggregate
cost or value of goods and services to be acquired by any Borrower pursuant
thereto could reasonably be expected to exceed Two Million Dollars ($2,000,000)
or the equivalent in any calendar year, (ii) the aggregate amount of termination
fees, liquidated damages or aggregate liability which could be incurred by any
Borrower in respect of such Additional Project Document in any single calendar
year could reasonably be expected to exceed Two Million Dollars ($2,000,000) or
the equivalent, (iii) such Additional Project Document provides for the sale of
any service, output or other product by any Borrower, other than a Buffalo Lake
Permitted Long-Term Sales Agreement or a Pioneer Trail Permitted Long-Term Sales
Agreement, (iv) such Additional Project Document provides for the purchase of
gas by any Borrower other than pursuant to and in accordance with the Risk
Management Policy, or as otherwise permitted under clauses (i) or (ii) above, or
(v) such Additional Project Document provides for the purchase of denaturants by
any Borrower other than a Buffalo Lake Permitted Denaturant Agreement, a Pioneer
Trail Permitted Denaturant Agreement, or as otherwise permitted under clauses
(i) or (ii) above.

     

    “Material Adverse
Effect” shall mean a material adverse effect on (i) the Project, (ii) the
business, operations, prospects, condition (financial or otherwise) or a
material portion of the Property of any Borrower, (iii) the ability of any
Borrower to timely perform any of its obligations under any of the Transaction
Documents to which it is a party, (iv) the legality, validity or enforceability
of any provision of any Transaction Document, (v) the ability of any Project
Participant to timely perform any of its material obligations under any of the
Transaction Documents to which it is a party, (vi) the rights and remedies of
the Secured Parties under any of the Financing Documents or (vii) the Security
Interests provided under the Security Documents or the value
thereof.

     

    “Mechanical
Completion” shall have the meaning provided in any EPC
Contract.

     

    “Member” shall mean
each of the members of any Borrower.

     

    “Mezzanine Credit
Agreement” shall mean the Loan Agreement, dated September 25, 2006,
entered into by and between the Sponsor, the Subordinated Lenders and Greenlight
APE, LLC, as administrative agent for the Subordinated Lenders
thereunder.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Appendix
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    “Mezzanine Debt” shall
mean the loans, in an amount equal to Fifty Million Dollars ($50,000,000), to be
made available by the Subordinated Lenders to Sponsor on or before the Closing
Date pursuant to the Mezzanine Debt Documents, the proceeds of which shall be
contributed by Sponsor to BFE Holdings for onward contribution to the Borrowers
as Equity Contributions and which at all times shall be subject to the terms and
conditions set forth in the Mezzanine Debt Guaranties and the Subordination
Agreement.

     

    “Mezzanine Debt
Documents” shall mean (i) Mezzanine Credit Agreement, (ii) the Mezzanine
Debt Guaranties; (iii) the Subordination Agreement; (iv) the Pledge Agreement
dated September 25, 2006 between the Sponsor and Greenlight APE, LLC, as agent,
(v) promissory notes issued by the Sponsor pursuant to the Mezzanine Credit
Agreement, (vi) the Financial Information Sharing Letter Agreement dated
September 25, 2006 by and between the Sponsor and Opco, (vii) the Financial
Information Sharing Letter Agreement dated September 25, 2006 by and between the
Sponsor and Buffalo Lake, and (viii) the Financial Information Sharing Letter
Agreement dated September 25, 2006 by and between the Sponsor and Pioneer
Trail.

     

    “Mezzanine Debt
Payments” shall mean any payments (including interest, principal or
otherwise) to be provided by any Borrower to or on behalf of any Person
(including the Subordinated Lenders) in respect of, or relating to, the
Mezzanine Debt, whether in cash or other Property.

     

    “Mezzanine Debt
Documents” shall mean (i) Mezzanine Credit Agreement, (ii) the Mezzanine
Debt Guaranties; (iii) the Subordination Agreement; (iv) the Pledge Agreement
dated September 25, 2006 between the Sponsor and Greenlight APE, LLC, as agent,
(v) promissory notes issued by the Sponsor pursuant to the Mezzanine Credit
Agreement, (vi) the Financial Information Sharing Letter Agreement dated
September 25, 2006 by and between the Sponsor and Opco, (vii) the Financial
Information Sharing Letter Agreement dated September 25, 2006 by and between the
Sponsor and Buffalo Lake, and (viii) the Financial Information Sharing Letter
Agreement dated September 25, 2006 by and between the Sponsor and Pioneer
Trail.

     

    “Monthly Period” shall
mean a period commencing on the day succeeding a Monthly Transfer Date and
ending on the next succeeding Monthly Transfer Date.

     

    “Monthly Transfer
Date” shall mean the last Business Day of each month commencing on the
first such day occurring on or after the first Commercial Operation
Date.

     

    “Moody’s” shall mean
Moody’s Investors Service, a subsidiary of Moody’s Corporation.

     

    “Mortgage Registry Tax
Refund” shall have the meaning specified in Section 5.30(a) of the Credit
Agreement.

     

    “Mortgages” shall
mean, collectively, the Buffalo Lake Mortgage and the Pioneer Trail
Mortgage.

     

    “Multiemployer Plan”
shall mean any multiemployer plan as defined in Section 4001(a)(3) of
ERISA.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


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    “Necessary Governmental
Approval” shall have the meaning provided in Section 4.6 of the Credit
Agreement.

     

    “Net Available Amount”
shall mean, with respect to any Event of Loss, the aggregate amount of Loss
Proceeds received by any Borrower or the Collateral Agent in respect of such
Event of Loss, net of reasonable expenses incurred in connection with the
collection thereof.

     

    “Net Disposition
Proceeds” shall mean, with respect to any Disposition, the gross cash
proceeds received from such Disposition (including any cash received by way of
deferred payment pursuant to a promissory note, receivable or otherwise, but
only as and when received), net of the reasonable out-of-pocket costs of such
Disposition, including fees, expenses and commissions with respect to legal,
accounting, financial advisory, brokerage and other professional services
provided in connection with such Disposition.

     

    “Notes” shall mean and
include Construction Notes, the Term Notes and the Working Capital
Notes.

     

    “Notice of Borrowing”
shall have the meaning provided in Section 2.3 of the Credit
Agreement.

     

    “Notice of
Commencement” shall mean that certain Notice of Commencement executed by
Pioneer Trail as of September 25, 2006 and to be filed with the Register of
Deeds of Hall County, Nebraska.

     

    “Notice of Conversion”
shall have the meaning as provided in Section 2.8 of the Credit
Agreement.

     

    “Notice Office” shall
mean the office of the Administrative Agent located at 787 Seventh Avenue, New
York, NY 10019, Attention: Barrette Palmer, Telephone: 212-841-3604, Facsimile:
212-841-2748, or such other office, telephone or facsimile number as the
Administrative Agent may hereafter designate in writing as such to each of the
other parties to the Credit Agreement.

     

    “NRC” shall mean
Nebraska Resources Company, LLC, a limited liability company organized and
existing under the laws of Oklahoma and a subsidiary of Seminole.

     

    “O&M Agreements”
shall mean, collectively, the Buffalo Lake O&M Agreement and the Pioneer
Trail O&M Agreement.

     

    “Obligations” shall
mean, collectively, (i) all loans, advances, debts, liabilities, and
obligations, howsoever arising, owed by any Borrower under a Financing Document
or otherwise to the Collateral Agent or any Secured Party of every kind and
description (whether or not evidenced by any note or instrument and whether or
not for the payment of money), direct or indirect, absolute or contingent, due
or to become due, now existing or hereafter arising, including all interest,
fees, charges, expenses, attorneys’ fees and consultants’ fees chargeable to
such Borrower; (ii) any and all sums advanced by the Collateral Agent or any
Secured Party in order to preserve the Collateral or to preserve the Security
Interests; (iii) in the event of any Enforcement Action, the reasonable expenses
of retaking, holding, preparing for sale or lease, selling or otherwise
disposing of or realizing on the Collateral, or of any exercise by the
Collateral Agent and/or the Secured Parties of their rights under the Security
Documents, together with reasonable attorneys’ fees and court costs; and (iv)
the obligations of any Borrower under any Required Hedging Agreement entered
into with any Secured Swap Counterparty.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


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    “Off-Balance Sheet
Liabilities” of any Person shall mean (i) any repurchase obligation or
liability of such Person with respect to accounts or notes receivable sold by
such Person, (ii) any liability of such Person under any sale and leaseback
transactions that do not create a liability on the balance sheet of such Person,
(iii) any obligation under a lease transaction under which the parties intend
that (x) the lease will be treated as an “operating lease” by the lessee and (y)
the lessee will be entitled to various tax and other benefits ordinarily
available to owners (as opposed to lessees) of like property or (iv) any
obligation arising with respect to any other transaction which is the functional
equivalent of or takes the place of borrowing but which does not constitute a
liability on the balance sheet of such Person.

     

    “Officer’s
Certificate” shall mean an officer’s certificate signed by an Authorized
Officer of any Borrower.

     

    “Opco” shall mean BFE
Operating Company, LLC, a limited liability company organized and existing under
the laws of the State of Delaware.

     

    “Opco Deposit Account Control
Agreement” shall mean the Deposit Account Control Agreement, dated as of
the date of the Credit Agreement, between the Collateral Agent, Opco and Wells
Fargo Bank, National Association.

     

    “Opco Equity Contribution
Account” shall mean the “Opco Equity Contribution Account” established
pursuant to Section 2.2(a)(iii) of the Account Agreement.

     

    “Opco LLC Agreement”
shall mean the Limited Liability Company Agreement of Opco, dated as of
September 21, 2006.

     

    “Opco Management Services
Agreement” shall mean any management services agreement relating to the
management of Opco which may be entered into between Opco and the Sponsor or one
of its Affiliate(s) (other than the other Borrowers); provided, that such
Management Services Agreement shall be in form and substance satisfactory to the
Administrative Agent and each Lender.

     

    “Opco Pledge
Agreement” shall mean the Pledge Agreement, dated the date of the Credit
Agreement, between Opco and the Collateral Agent, pursuant to which Opco pledges
one hundred percent (100%) of the LLC Interests of each of Buffalo Lake and
Pioneer Trail to the Collateral Agent.

     

    “Opco Project
Documents” shall mean the Opco LLC Agreement and the Opco Management
Services Agreement (when executed and delivered).

     

    “Opco Security
Agreement” shall mean the Security Agreement, dated as of the date of the
Credit Agreement, made by Opco in favor of the Collateral
Agent.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


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    “Operating Account”
shall mean the “Operating Account” established pursuant to Section 2.2(a)(v) of
the Account Agreement.

     

    “Operating Budget”
shall have the meaning provided in Section 5.23(a) of the Credit
Agreement.

     

    “Operating Year” shall
mean each year (or portion thereof) occurring after the first Commercial
Operation Date shall have occurred and thereafter each calendar
year.

     

    “Operation and Maintenance
Expenses” shall mean (with respect to each Plant that has achieved its
Commercial Operation Date), for any period on or after the Commercial Operation
Date for each such Plant, collectively, without duplication, all reasonable (i)
expenses of administering and operating the Project and of maintaining it in
accordance with Good Industry Practices (including expenses which may be
capitalized) incurred by any Borrower, (ii) grain and fuel procurement and
transportation costs payable by any Borrower, (iii) direct operating and
maintenance costs of the Plants payable by any Borrower, (iv) insurance premiums
payable by any Borrower, (v) property, sales, value-added and excise taxes
payable by any Borrower (other than taxes imposed on or measured by income or
receipts), (vi) costs and fees incurred by any Borrower in connection with
obtaining and maintaining in effect the Governmental Approvals required in
connection with the Project, (vii) legal, accounting and other professional fees
incurred in the ordinary course of business in connection with the Project
payable by any Borrower and (viii) payments payable by any Borrower under and
pursuant to the Management Services Agreements; provided, that
“Operation and Maintenance Expenses” shall not include (a) Project Costs, (b)
payments into the Debt Service Reserve Account, depreciation, or any items
properly chargeable by GAAP to fixed capital accounts, (c) any Mezzanine Debt
Payments, or (d) any payments to the Operator and subordinated pursuant to the
Buffalo Lake O&M Agreement or the Pioneer Trail O&M Agreement, as the
case may be.

     

    “Operator” shall mean
an operator of the Plants acceptable to the Administrative Agent and each
Lender.

     

    “Participant” shall
have the meaning provided in Section 9.13(d) of the Credit
Agreement.

     

    “Patriot Act” shall
mean United States Public Law 107-56, Uniting and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA
PATRIOT ACT) of 2001, and the rules and regulations promulgated
thereunder.

     

    “Payment Accounts”
shall mean the “Payment Accounts” established pursuant to Sections 2.2 (d), (e)
and (f) of the Account Agreement.

     

    “Payment Office” shall
mean the office of the Administrative Agent located in New York, New York or
such other office as the Administrative Agent may hereafter designate in writing
as such to each of the other parties to the Credit Agreement.

     

    “Payment and Performance
Bonds” shall mean, collectively, the Buffalo Lake Payment and Performance
Bond and Pioneer Trail Payment and Performance Bond.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


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    “Performance
Guarantees” shall have the meaning provided in any EPC
Contract.

     

    “Performance Guarantee
Payments” shall mean the performance liquidated damages and buy-down
amounts payable by the EPC Contractor pursuant to Section 8.1 of any EPC
Contract.

     

    “Performance Tests”
shall have the meaning provided in any EPC Contract.

     

    “Permitted
Investments” shall mean, for any Person: (i) direct obligations of the
United States, or of any agency thereof, or obligations guaranteed as to
principal and interest by the United States, or of any agency thereof, in either
case maturing not more than one hundred eighty (180) days from the date of
acquisition thereof by such Person; (ii) Dollar time deposits in the London
interbank market with, or certificates of deposit issued by, any bank or trust
company licensed under the laws of the United States or any state thereof which
has outstanding senior long-term unsecured indebtedness which is rated (on the
date of acquisition thereof) A+ or A1 or better by Standard & Poor’s or
Moody’s, respectively, maturing not more than one hundred eighty (180) days from
the date of acquisition thereof by such Person; (iii) commercial paper rated A-1
or P-1 or better by Standard & Poor’s or Moody’s, respectively, maturing not
more than one hundred eighty (180) days from the date of acquisition thereof by
such Person; and (iv) money market funds rated at least “AA” by Standard &
Poor’s or “Aa” or better by Moody’s, including any fund for which the Collateral
Agent or an Affiliate of the Collateral Agent serves as an investment advisor,
administrator, shareholder servicing agent, custodian or subcustodian,
notwithstanding that (A) the Collateral Agent or an Affiliate of the Collateral
Agent charges and collects fees and expenses from such funds for services
rendered (provided that such charges, fees and expenses are on terms consistent
with terms negotiated at arm’s length) and (B) the Collateral Agent charges and
collects fees and expenses for services rendered pursuant to the Credit
Agreement and the other Financing Documents.

     

    “Permitted Lien” shall
mean any Lien permitted to be incurred by the Borrowers pursuant to Section 5.12
of the Credit Agreement.

     

    “Permitted Transferee”
shall mean any Person which: (i) at the time of the transfer has and for the two
years prior to the transfer had a Tangible Net Worth of at least Two Hundred
Million Dollars ($200,000,000), (ii) is not a competitor of any Borrower with an
ethanol project located within a three hundred (300) mile radius of either Plant
and does not have a material non-passive investment interest (whether held
directly or indirectly) in a competitor with an ethanol project located within a
three hundred (300) mile radius of any Plant, (iii) at the time of the transfer
is not and during the two (2) years prior to the transfer was not engaged in any
material dispute or litigation with any Borrower, Cargill, the Operator, the
Sponsor or any Secured Party, and (iv) would not cause any Secured Party to be
in violation of any Law.

     

    “Person” shall mean
any individual, corporation, limited liability company, company, voluntary
association, partnership, joint venture, trust, or other enterprises or
unincorporated organization or government (or any agency, instrumentality or
political subdivision thereof).


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


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    “Pioneer Trail” shall
mean Pioneer Trail Energy, LLC, a limited liability company organized and
existing under the laws of the State of Delaware.

     

    “Pioneer Trail Access
Agreement” shall mean the Access Agreement to be entered into between
Pioneer Trail and Cargill prior to the initial Disbursement of Pioneer Trail
Construction Loans, in form and substance satisfactory to the Administrative
Agent and each Lender.

     

    “Pioneer Trail Commercial
Operation Date” shall mean the date of the first crush of corn at the
Pioneer Trail Plant.

     

    “Pioneer Trail Construction
Account” shall mean the “Pioneer Trail Construction Account” established
pursuant to Section 2.2(a)(ii) of the Account Agreement.

     

    “Pioneer Trail Construction
Budget” shall mean the budget dated the Closing Date, prepared and
certified as such by an Authorized Officer of the Borrowers’ Agent of all
Project Costs theretofore incurred and thereafter expected to be incurred in
respect of the Pioneer Trail Plant on or prior to the Conversion Date, as the
same may be amended from time to time in accordance with Section 5.20(b) of the
Credit Agreement.

     

    “Pioneer Trail Construction
Loan” shall have the meaning provided in Section 2.1(b) of the Credit
Agreement.

     

    “Pioneer Trail Construction
Loan Availability Period” shall mean the period commencing on the Closing
Date, and ending on the earliest to occur of (i) the full utilization of the
Pioneer Trail Construction Loan Commitments of the Lenders, (ii) the Date
Certain, (iii) the Conversion Date, (iv) the date six (6) months after
Provisional Acceptance under the Pioneer Trail EPC Contract (provided that if
any Excess Construction Loan Commitment exists in respect of the Pioneer Trail
Construction Loan Commitment, such date shall be extended until the expiry date
of the Buffalo Lake Construction Loan Availability Period) and (v) the
termination of the Total Commitment pursuant to the provisions of the Credit
Agreement.

     

    “Pioneer Trail Construction
Loan Commitment” shall mean, as to any Lender, the applicable amount set
forth opposite such Lender’s name in Annex I to the Credit
Agreement.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


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    “Pioneer Trail Construction
Requisition” shall mean a certificate, substantially in the form of
Exhibit D-1-B to the Credit Agreement, executed and delivered by an Authorized
Officer of the Borrowers’ Agent to the Administrative Agent (with a copy to the
Depositary Agent), including all attachments referred to therein (a) pursuant to
Section 3.3(a) of the Credit Agreement in connection with each Disbursement of
Pioneer Trail Construction Loans, and (b) pursuant to Section 5.21(g) of the
Credit Agreement in connection with each application of Project Revenues
permitted under such Section to the payment of Pioneer Trail Project
Costs.

     

    “Pioneer Trail Corn Supply
Agreement” shall mean the Corn Supply Agreement dated as of September 25,
2006, between Pioneer Trail and Cargill.

     

    “Pioneer Trail Corn Future
Advisory Agreement” shall mean the Futures Advisory Agreement to be
entered into between Pioneer Trail and Cargill Commodity, doing business as
Cargill Direct, prior to the initial Disbursement of Pioneer Trail Construction
Loans, in form and substance satisfactory to the Administrative Agent and each
Lender.

     

    “Pioneer Trail Corn Supply
Start-up Agreement” shall mean the Corn Supply Start-up Agreement to be
entered into between Pioneer Trail and Cargill, prior to the initial
Disbursement of Pioneer Trail Construction Loans, in form and substance
satisfactory to the Administrative Agent and each Lender.

     

    “Pioneer Trail Delta-T
License Agreement” shall mean the License Agreement, dated as of April
28, 2006, between Delta-T and Pioneer Trail.

     

    “Pioneer Trail Deposit
Account Control Agreement” shall mean the Deposit Account Control
Agreement, dated as of the date of the Credit Agreement, among the Collateral
Agent, Pioneer Trail and Wells Fargo Bank, National Association.

     

    “Pioneer Trail Distillers
Grains Marketing Agreement” shall mean the Distillers Grains Marketing
Agreement dated as of September 25, 2006, between Pioneer Trail
and Cargill, acting through its the Non-Grain Feed Ingredients Business
Unit.

     

    “Pioneer Trail EPC
Contract” shall mean the Agreement for Engineering, Procurement and
Construction, dated as of April 28, 2006, as amended on July 28, 2006, between
Pioneer Trail and the EPC Contractor, and relating to the engineering,
procurement and construction of the Pioneer Trail Plant.

     

    “Pioneer Trail Ethanol
Marketing Agreement” shall mean the Ethanol Marketing Agreement dated as
of September 25, 2006, between Pioneer Trail and Cargill.

     

    “Pioneer Trail Gas Supply
Agreement” shall mean the Pioneer Trail Gas Supply Agreement to be
entered into between Pioneer Trail and the gas supplier named therein (which gas
supplier shall be acceptable to the Administrative Agent and each Lender) prior
to the initial Disbursement of Pioneer Trail Construction Loans, in form and
substance satisfactory to the Administrative Agent and each Lender.

     

    “Pioneer Trail Gas Supply
Representation and Management Agreement” shall mean the Pioneer Trail Gas
Supply Representation and Management Agreement to be entered into between
Pioneer Trail and Cargill prior to the initial Disbursement of Pioneer Trail
Construction Loans, in form and substance satisfactory to the Administrative
Agent and each Lender.

     

    “Pioneer Trail Gas
Transportation Services Agreement” shall mean the Pioneer Trail Gas
Transportation Services Agreement to be entered into between Pioneer Trail and
Kinder Morgan prior to the initial Disbursement of the Pioneer Trail
Construction Loans, in form and substance satisfactory to the Administrative
Agent and each Lender.

     

    “Pioneer Trail Gas Pipeline
Construction and Management Agreement” shall mean the Pipeline
Engineering, Procurement, and Construction Agreement to be entered into between
Pioneer Trail and NRC prior to the initial Disbursement of Pioneer Trail
Construction Loans, in form and substance satisfactory to the Administrative
Agent and each Lender, to design, construct, commission and operate the
twelve-mile natural gas lateral to the Pioneer Trail Plant.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


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    “Pioneer Trail Goods and
Services Agreements” shall mean, collectively, the Pioneer Trail Corn
Supply Agreement, the Pioneer Trail Corn Future Advisory Agreement, the Pioneer
Trail Risk Management Agreement, the Pioneer Trail Distillers Grains Marketing
Agreement, the Pioneer Trail Ethanol Marketing Agreement, the Pioneer Trail
NAESB Agreement and the Pioneer Trail Gas Supply Representation and Management
Agreement.

     

    “Pioneer Trail Grain Facility
Lease” shall mean the Pioneer Trail Grain Facility Lease and Sublease
dated as of September 25, 2006, between Pioneer Trail and Cargill, and the
Memorandum of Grain Facility Lease and Sublease, dated as of September 25, 2006,
between Pioneer Trail and Cargill.

     

    “Pioneer Trail Guaranteed
Completion Date” shall mean the Guaranteed Completion Date as such term
is defined in the Pioneer Trail EPC Contract.

     

    “Pioneer Trail Guaranteed
Provisional Acceptance Date” shall mean the Guaranteed Provisional
Acceptance Date as defined in the Pioneer Trail EPC Contract.

     

    “Pioneer Trail Land”
shall mean the site upon which the Pioneer Trail Plant will be installed,
together with any fixtures and civil works constructed thereon and any other
easements, licenses and other real property rights and interests required for
the installation and operation of such Plant, including the land referred to in
the Pioneer Trail Grain Facility Lease and the Land referred to in the Pioneer
Trail Water Rights Deed.

     

    “Pioneer Trail Land Purchase
Agreements” shall have the meaning provided in Section
3.1(p)(ii).

     

    “Pioneer Trail LLC
Agreement” shall mean the Limited Liability Company Agreement of Pioneer
Trail, dated as of September 21, 2006.

     

    “Pioneer Trail Management
Services Agreement” shall mean any management services agreement relating
to the management of Pioneer Trail which may be entered into between Pioneer
Trail and the Sponsor or one of its Affiliate(s) (other than the other
Borrowers); provided, that such Management Services Agreement shall be in form
and substance satisfactory to the Administrative Agent and each
Lender.

     

    “Pioneer Trail Master
Agreement” shall mean the Master Agreement dated as of September 25,
2006, between
Pioneer Trail, Cargill and Cargill Commodity.

     

    “Pioneer Trail
Mortgage” shall mean the Fee Simple and Leasehold Deed of Trust, Security
Agreement, Assignment of Leases, Rent and Profits and Financing Statement and
Fixture Filing from Pioneer Trail, dated as of September 25, 2006, to an in
favor of First American Title Insurance Company as trustee for the benefit of
Deutsche Bank Trust Company Americas in its capacity as Collateral Agent, as
beneficiary.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


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    “Pioneer Trail NAESB
Agreement” shall mean the Pioneer Trail NAESB Base Agreement for the
Purchase and Supply of Natural Gas to be entered into between Pioneer Trail and
Cargill prior to the initial Disbursement of Pioneer Trail Construction Loan, in
form and substance satisfactory to the Administrative Agent and each
Lender.

     

    “Pioneer Trail O&M
Agreement” shall mean the Operation, Management and Maintenance Services
Agreement to be entered into between Pioneer Trail and the Operator on or prior
to May 31, 2007 (except to the extent otherwise provided in Section 5.25 of the
Credit Agreement), in substantially the form provided by the Borrowers’ Agent
to, and accepted by the Administrative Agent and each Lender prior to the
initial Disbursement of the Pioneer Trail Construction Loans, which agreement
shall, to the extent that the Operator thereunder is an Affiliate of any
Borrower, include the subordination of any incentive or bonus payments payable
to the Operator thereunder to the extent and in the manner required by the
Administrative Agent.

     

    “Pioneer Trail Payment and
Performance Bond” shall mean the bonds provided to Pioneer Trail by, or
on behalf of, the EPC Contractor pursuant to the Pioneer Trail EPC Contract on
or prior to the Closing date, substantially in the form attached as Exhibit J-2
to the Credit Agreement with changes approved by the Administrative Agent and
each Lender.

     

    “Pioneer Trail Permitted
Denaturant Agreement” shall mean any Additional Project Document entered
into by Pioneer Trail under which Pioneer Trail agrees to purchase denaturant
for the Pioneer Trail Plant for duration in excess of thirty (30) days, provided
that each of the following conditions shall have been satisfied:

     

    (a)           the
amount of denaturant committed for purchase under such Additional Project
Document by Pioneer Trail from the counterparty to such Additional Project
Document (each, a “Long-Term Supplier”)
shall not, when aggregated with the denaturant committed for purchase under all
other then outstanding Pioneer Trail Permitted Denaturant Agreements, exceed (i)
fifty percent (50%) of the total denaturant requirements of the Pioneer Trail
Plant during for the period occurring on or prior to the second (2nd)
anniversary of the execution date of such Additional Project Document or (ii)
twenty percent (20%) of the total denaturant requirements of the Pioneer Trail
Plant for the period occurring after the second (2nd) anniversary of the
execution date of such Additional Project Document;

     

    (b)           the
liability incurred by Pioneer Trail for failure to purchase denaturant under the
terms and conditions of such Additional Project Document shall be no greater
than customary contractual “cover” damages;

     

    (c)           such
Additional Project Document shall include a waiver by the Long-Term Supplier of
consequential damages and protection for Pioneer Trail against force majeure
risk relating to the Pioneer Trail Plant;

     

    (d)           Pioneer
Trail shall not be obligated under such Additional Project Document to provide
an indemnification to the Long-Term Supplier which is greater than that required
pursuant to the Pioneer Trail Ethanol Marketing Agreement or the Pioneer Trail
Distillers Grains Marketing Agreement, as the case may be, and the Pioneer Trail
Master Agreement;


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


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    (e)           no
Event of Default shall have occurred and be continuing, or would reasonably be
expected to occur as a result of the execution of such Additional Project
Document; and

     

    (f)           the
Borrowers’ Agent shall have delivered to the Administrative Agent (within
fifteen (15) days of execution of such Additional Project Document) a copy of
such Additional Project Document, together with an Officer’s Certificate from
the Borrowers’ Agent (i) certifying as to the satisfaction of each of the
conditions described in clauses (a) through (e) above and (ii) demonstrating
that, after giving effect to such Additional Project Document, the projected
Cash Flow divided by the projected number of gallons of denatured ethanol
produced by the Project during the duration of such Additional Project Document
shall not be less than $0.30 per gallon and that such Additional Project
Document is in compliance with the Risk Management Policy.

     

    “Pioneer Trail Permitted
Long-Term Sales Agreement” shall mean any Additional Project Document
entered into by Pioneer Trail pursuant (and subject) to (i) Section 1.4 of the
Pioneer Trail Ethanol Marketing Agreement under which Pioneer Trail agrees to
sell ethanol from the Pioneer Trail Plant on a long-term basis for a period in
excess of twelve (12) months or (ii) Section 1.4 of the Pioneer Trail Distillers
Grains Marketing Agreement under which Pioneer Trail agrees to sell distillers
grains from the Pioneer Trail Plant on a long-term basis for a period in excess
of twelve (12) months, provided in each case that each of the following
conditions shall have been satisfied:

     

    (a)           the
amount of ethanol or distillers grains, as the case may be, committed for sale
by Pioneer Trail under such Additional Project Document shall not, when
aggregated with the ethanol or distillers grains, as the case may be, committed
for sale under all other then outstanding Pioneer Trail Permitted Long-Term
Sales Agreements, exceed (i) fifty percent (50%) of the total ethanol or
distillers grains capacity of the Pioneer Trail Plant, as the case may be,
during for the period occurring on or prior to the second (2nd) anniversary of
the execution date of such Additional Project Document or (ii) twenty percent
(20%) of the total ethanol or distillers grains capacity of the Pioneer Trail
Plant, as the case may be, for the period occurring after the second (2nd)
anniversary of the execution date of such Additional Project
Document;

     

    (b)           Cargill
shall be liable to Pioneer Trail under such Additional Project Document for all
amounts payable by the counterparty to such Additional Project Document (each, a
“Long-Term
Purchaser”);

     

    (c)           the
liability incurred by Pioneer Trail to the Long-Term Purchaser for failure to
deliver ethanol or distillers grain, as the case may be, under the terms and
conditions of such Additional Project Document shall be no greater than
customary contractual “cover” damages;

     

    (d)           Pioneer
Trail shall not be obligated under such Additional Project Document to provide
an indemnification to the Long-Term Purchaser which, in each case, is greater
than that required pursuant to the Pioneer Trail Ethanol Marketing Agreement or
the Pioneer Trail Distillers Grains Marketing Agreement, as the case may be, and
the Pioneer Trail Master Agreement;


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


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    (e)           such
Additional Project Document shall include a waiver by the Long-Term Purchaser of
consequential damages and protection for Pioneer Trail against force majeure
risk relating to the Pioneer Trail Plant to the extent provided in the Pioneer
Trail Ethanol Marketing Agreement or the Pioneer Trail Distillers Grains
Marketing Agreement, as the case may be (including in each case to the extent
provided to Cargill pursuant to Exhibit F thereto), and the Pioneer Trail Master
Agreement;

     

    (f)    
       no Event of Default shall have
occurred and be continuing, or would reasonably be expected to occur as a result
of the execution of such Additional Project Document; and

     

    (g)           the
Borrowers’ Agent shall have delivered to the Administrative Agent (within
fifteen (15) days of execution of such Additional Project Document) a copy of
such Additional Project Document, together with an Officer’s Certificate from
the Borrowers’ Agent (i) certifying as to the satisfaction of each of the
conditions described in clauses (a) through (f) above and (ii) demonstrating
that, after giving effect to such Additional Project Document, the projected
Cash Flow divided by the projected number of gallons of denatured ethanol
produced by the Project during the duration of such Additional Project Document
shall not be less than $0.30 per gallon and that such Additional Project
Document is in compliance with the Risk Management Policy.

     

    “Pioneer Trail Plant”
shall mean the fuel grade, denatured ethanol production facility located near
Wood River, Nebraska, with a nameplate capacity of 115 million gallons-per-year,
including the Pioneer Trail Land on which such facility is located, and all
buildings, structures, improvements, easements and other property related
thereto (including all associated electrical, gas, steam, and water
interconnection, storage and treatment facilities, to the extent owned by any
Borrower).

     

    “Pioneer Trail Project
Costs” shall mean the following costs and expenses incurred by the
Borrowers to finance and complete the Pioneer Trail Plant and achieve the
Pioneer Trail Commercial Operation Date and the Project Completion Date (and
complete all Punch List items) in the manner contemplated by the Transaction
Documents and set forth in the Pioneer Trail Construction Budget:

     

    
      	
               
      

            	
              (i)

            	
              costs
      incurred by the Borrowers under the Pioneer Trail EPC Contract, the
      Pioneer Trail Gas Pipeline Construction and Management Agreement and any
      other costs (including taxes) directly relating to the acquisition, site
      preparation, design, engineering, construction, installation, start-up and
      testing of the Pioneer Trail Plant;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              fees
      and expenses incurred by or on behalf of the Borrowers and allocated to
      the Pioneer Trail Plant in connection with the development of the Project
      and the consummation of the transactions contemplated by this Agreement,
      including financial, accounting, legal, surveying and consulting fees, and
      the costs of preliminary
engineering;

            


    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


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              (iii)

            	
              interest
      and fees on the Pioneer Trail Construction Loans until the Pioneer Trail
      Commercial Operation Date;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              financing
      fees and expenses in connection with the Loans and the fees, costs and
      expenses of counsel and any consultants to the Agents or the Lenders that
      are allocated to the Pioneer Trail
Plant;

            


    

     

    
      	
               
      

            	
              (v)

            	
              insurance
      premiums with respect to the title insurance policy for the Pioneer Trail
      Plant and the insurance for the Pioneer Trail Plant required pursuant to
      the Credit Agreement;

            


    

     

    
      	
               
      

            	
              (vi)

            	
              costs
      of corn and natural gas utilized for commissioning, Performance Tests for,
      and operation of, the Pioneer Trail Plant prior to the Pioneer Trail
      Commercial Operation Date;

            


    

     

    
      	
               
      

            	
              (vii)

            	
              initial
      fee, drawdown fees and interest on the Mezzanine Debt until the Pioneer
      Trail Commercial Operation Date that is allocated to the Pioneer Trail
      Plant, which drawdown fees and interest shall not exceed $10,000,000 minus
      any amount paid in respect of such drawdown fees and interest as Buffalo
      Lake Project Costs pursuant to item (vii) of the definition of Buffalo
      Lake Project Costs;

            


    

     

    
      	 	
              (viii)

            	
              net
      amounts payable under any Required Hedging Agreements prior to the Pioneer
      Trail Commercial Operation Date that are allocated to the Pioneer Trail
      Plant;

            


    

     

    
      	
               
      

            	
              (ix)

            	
              amounts
      included within the Pioneer Trail Construction Budget for use as cash
      collateral for letters of credit issued in connection with construction
      and start-up and initial operations of the Pioneer Trail Plant, provided
      that each such letter of credit is issued by a Lender (or an Affiliate
      thereof) on terms and conditions acceptable to the Administrative Agent
      and such amounts (prior to any use thereof in connection with any drawdown
      under such letter of credit) are subject to the Liens created under the
      Security Documents or otherwise acceptable to the Administrative Agent;
      and

            


    

     

    
      	
               
      

            	
              (x)

            	
              all
      other costs and expenses included in the Pioneer Trail Construction
      Budget.

            


    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      Appendix
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    “Pioneer Trail Project
Documents” shall mean (i) the Pioneer Trail Access Agreement, the Pioneer
Trail Corn Supply Start-up Agreement, the Pioneer Trail EPC Contract, the
Pioneer Trail O&M Agreement (when executed and delivered), the Pioneer Trail
Corn Supply Agreement, the Pioneer Trail Corn Future Advisory Agreement, the
Pioneer Trail Risk Management Agreement, the Pioneer Trail Distillers Grains
Marketing Agreement, the Pioneer Trail Ethanol Marketing Agreement, the Pioneer
Trail Master Agreement, the Pioneer Trail Gas Supply Agreement(s), the Pioneer
Trail Gas Transportation Services Agreement, the Pioneer Trail NAESB Agreement,
the Pioneer Trail Gas Supply Representation and Management Agreement, the
Pioneer Trail Gas Pipeline Construction and Management Agreement, the Pioneer
Trail Grain Facility Lease, the Pioneer Trail Land Purchase Agreements, the
Pioneer Trail Delta-T License Agreement, the Pioneer Trail LLC Agreement, the
Pioneer Trail Management Services Agreement (when executed and delivered), the
Pioneer Trail Rail Car Exchange Agreement, the Pioneer Trail Railroad Car Lease
Agreement, TIC Indemnity Confirmation (Pioneer Trail), the Pioneer Trail Payment
and Performance Bond, the Escrow Agreement, the Pioneer Trail Redevelopment
Contract, the Pioneer Trail Water Rights Deed, UP Consent (Pioneer Trail), UP
Industry Track Contract (Pioneer Trail), UP Ground Leases, and, at all times
after the execution and delivery thereof, each Material Additional Project
Document; (ii) a Consent Agreement relating to each of the following Project
Documents: the Pioneer Trail Access Agreement, Pioneer Trail Corn Supply
Start-up Agreement, the Pioneer Trail EPC Contract, the Pioneer Trail O&M
Agreement, the Pioneer Trail Corn Supply Agreement, the Pioneer Trail Corn
Future Advisory Agreement, the Pioneer Trail Risk Management Agreement, the
Pioneer Trail Distillers Grains Marketing Agreement, the Pioneer Trail Ethanol
Marketing Agreement, the Pioneer Trail Master Agreement, the Pioneer Trail Gas
Supply Agreement, the Pioneer Trail Gas Supply Representation and Management
Agreement, the Pioneer Trail Gas Transportation Services Agreement, the Pioneer
Trail NAESB Agreement, the Pioneer Trail Gas Pipeline Construction and
Management Agreement, the Pioneer Trail Grain Facility Lease, the Pioneer Trail
Delta-T License Agreement, the Pioneer Trail Rail Car Exchange Agreement, the
Pioneer Trail Rail Car Lease Agreement and the Pioneer Trail Management Services
Agreement and (iii) at all times after the execution and delivery of any
Material Additional Project Document, a Consent Agreement with respect
thereto.

     

    “Pioneer Trail Rail Car
Exchange Agreement” shall mean the Pioneer Trail Rail Car Exchange
Agreement to be entered into between Pioneer Trail and Cargill prior to the
initial Disbursement of Pioneer Trail Construction Loans, in form and substance
satisfactory to the Administrative Agent and each Lender.

     

    “Pioneer Trail Railroad Car
Lease Agreement” shall mean the Pioneer Trail Railroad Car Lease
Agreement to be entered into between Pioneer Trail and Trinity Industries
Leasing Company prior to the initial Disbursement of Pioneer Trail Construction
Loans, in form and substance satisfactory to the Administrative Agent and each
Lender.

     

    “Pioneer Trail Redevelopment
Contract” shall mean the Redevelopment Contract to be entered into by and
between the Community Redevelopment Authority of the City of Wood River and
Pioneer Trail prior to the initial Disbursement of the Pioneer Trail
Construction Loan, in form and substance satisfactory to the Administrative
Agent and each Lender.

     

    “Pioneer Trail Risk
Management Agreement” shall mean the Pioneer Trail Risk Management
Agreement to be entered into between Pioneer Trail and Cargill prior to the
initial Disbursement of the Pioneer Trail Construction Loans, in form and
substance satisfactory to the Administrative Agent and each Lender.

     

    “Pioneer Trail Security
Agreement” shall mean the Security Agreement, dated as of the date of the
Credit Agreement, made by Pioneer Trail in favor of the Collateral
Agent.

     

    “Pioneer Trail Title
Insurance Policy” shall have the meaning provided in Section 3.1(q) (ii)
of the Credit Agreement.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


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    “Pioneer Trail Water Rights
Deed” shall mean the Water Rights Deed and Declaration of Restrictive
Covenants and Easements to be entered into by and among the Leisingers and
Pioneer Trail prior to the Closing Date, in form and substance satisfactory to
the Administrative Agent and each Lender, pursuant to the Water Rights Option
Purchase Agreement, dated as of April 13, 2006, by and between Rozella M.
Leisinger and Richard K. Leisinger and Pioneer Trail.

     

    “Plans and
Specifications” shall mean the plans and specifications relating to the
Project as set forth in or contemplated by any EPC Contract.

     

    “Plants” shall mean,
collectively, the Buffalo Lake Plant and the Pioneer Trail Plant.

     

    “Pledge Agreements”
shall mean (a) the BFE Holdings Pledge Agreement, (b) the Opco Pledge Agreement,
and (c) any pledge agreement entered into pursuant to Section 5.33 of the Credit
Agreement.

     

    “Pledged Securities”
shall mean the LLC Interests pledged pursuant to the Pledge
Agreements.

     

    “Prepayment Holding
Account” shall mean the “Prepayment Holding Account” established pursuant
to Section 2.2(a)(xii) of the Account Agreement.

     

    “Prime Rate” shall
mean the per annum rate of interest established from time to time by BNP Paribas
as its prime rate, which rate may not be the lowest rate of interest charged by
BNP Paribas to its customers.

     

    “Principal Payment
Dates” shall have the meaning provided in Section 6.1(b) of the Credit
Agreement.

     

    “Process Agent” shall
have the meaning provided in Section 9.20(b) of the Credit
Agreement.

     

    “Project” shall mean,
collectively, the Plants, the Land, and all easements, leasehold interests,
licenses, permits, contract rights and other real and personal property
interests now owned or hereafter acquired by any Borrower or in which any
Borrower has any rights.

     

    “Project Completion”
shall have the meaning provided in each of the EPC Contracts.

     

    “Project Completion
Date” shall mean the date upon which all of the following events shall
have occurred:

     

    (i)           each
Plant shall have been started up and operated, and Substantial Completion for
each Plant shall have occurred;


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


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    (ii)           the
Work for each Plant (except for Punch List items the total cost of which to
complete shall not exceed Seven Hundred Fifty Thousand Dollars ($750,000)) shall
have been completed in accordance with the EPC Contract relating to such Plant
and in compliance with all applicable Laws and Governmental Approvals, and all
clearing, landscaping, lighting and paving of the Plant site, and all ancillary
construction, upgrades and improvements necessary for the operation of such
Plant and the Project as contemplated by the Transaction Documents (other than
such Punch List items) shall have been completed;

     

    (iii)          the
Performance Tests (as defined in the EPC Contract relating to such Plant) have
been completed and the results demonstrate that each Plant (A) has achieved at
least 95% of the Production Guarantee, (ii) at least 95% of the Yield Guarantee
and (iii) no greater than 105% of the Consumption Guarantees (as such terms are
defined in such EPC Contract) and (B) has operated in compliance with all
applicable Laws and Necessary Governmental Approvals; and the EPC Contractor
shall have paid in full all Performance Guarantees Payments due and payable
under the EPC Contracts;

     

    (iv)         each
of the Plants shall have completed indicative performance tests as performed by
an independent testing company acceptable to the Administrative Agent and the
results demonstrate that each Plant can operate in compliance with all
applicable Laws and Necessary Government Approvals, including in the case of the
Buffalo Lake Plant, the Air Emission Permit No. 09100060 and in the case of the
Pioneer Trail Plant, the Permit to Construct an Air Contaminant Source, Permit
No. CP05-0030;

     

    (v)           in
the case of the Buffalo Lake Plant, the construction and testing of the Buffalo
Lake Plant and the lateral private service gas pipeline (as described in the
Buffalo Lake Gas Pipeline Construction and Management Agreement) has been
completed and the initial delivery of gas to the Buffalo Lake Plant (as
described in the Buffalo Gas Supply and Transportation Agreement) has been
made;

     

    (vi)          in
the case of Pioneer Trail Plant, the construction and testing of the Pioneer
Trail Plant and the lateral private service gas pipeline (as described in the
Pioneer Trail Gas Pipeline Construction and Construction Agreement) has been
completed and the initial delivery of gas to the Pioneer Trail Plant (as
described in the Pioneer Trail Gas Supply and Transportation Agreement) has been
made;

     

    (vii)        the
Borrowers’ Agent shall have delivered the Borrower Completion Certificate to the
Administrative Agent;

     

    (viii)    
   the Administrative Agent shall have received an executed
counterpart of the Independent Engineer Completion Certificate;

     

    (ix)          the
Effective Date (as defined therein) under each Master Agreement, Goods and
Service Agreements, Grain Facility Lease and Rail Car Exchange Agreement shall
have occurred;

     

    (x)           the
construction, interconnection with the Project and operation in accordance with
the requirements of the Railroad of the turn outs from the railroad track
adjacent to the Land and related works (that are not within the scope of work of
the EPC Contract) shall have been completed; and


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


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    (xi)          the
Borrower shall have purchased or leased the vehicles, locomotive, equipment,
tools and parts set forth on Schedule 3.3 to the Credit Agreement in accordance
with the Base Case Projections and Operating Budget for the first Operating Year
and all such vehicles, locomotive, equipment, tools and parts shall be located
at the Project site in good working order.

     

    “Project Costs” shall
mean, collectively, the Buffalo Lake Project Costs and the Pioneer Trail Project
Costs.

     

    “Project Document
Claim” shall mean any claim in respect of Performance Guarantees
Payments, any termination payments or other similar amounts payable to any
Borrower under any Project Document.

     

    “Project Document Claims
Account” shall mean the “Project Document Claims Account” established
pursuant to Section 2.2(a)(xvii) of the Account Agreement.

     

    “Project Documents”
shall mean, collectively, the Buffalo Lake Project Documents, Pioneer Trail
Project Documents and the Opco Project Documents.

     

    “Project Participants”
shall mean the Sponsor, BFE Holdings, Cargill, Center Point Energy, Cornerstone,
NRC, the EPC Contractor (only until the expiration or final settlement of
liquidated damages and warranty claims under each EPC Contract and Payment and
Performance Bond), Delta-T (only until the expiration or final settlement of
liquidated damages and warranty claims under each EPC Contract and Payment and
Performance Bond), the Operator, Trinity Industries Leasing Company, each
manager under the Management Services Agreements, each gas supplier under each
relevant Gas Supply Agreement, each gas pipeline construction and management
counterparty under each Gas Pipeline Construction and Management Agreement, each
gas transportation counterparty under each Gas Transportation Services Agreement
and each party (other than any Borrower) to an Material Additional Project
Document, and each Replacement Project Participant.

     

    “Project Revenues”
shall mean, for any period, without duplication, the aggregate of all revenues
received by any Borrower during such period from (i) payments made to such
Borrower by or on behalf of Cargill and any payment derived from the sale of
ethanol and distiller’s grain produced by the Project, (ii) interest accrued on,
and other income derived from, the balance outstanding during such period in the
Accounts (including, without limitation, from Permitted Investments), (iii) the
proceeds of any delayed startup and business interruption insurance, and (iv)
the proceeds of any Delay Liquidated Damages; provided that Project Revenues
shall exclude, to the extent included, (1) net amounts receivable under any
Hedging Agreements, (2) proceeds payable in respect of any insurance (other than
delayed start up and business interruption insurance), (3) the proceeds of any
Performance Guarantees Payments and any liquidated damages payable to the
Borrower under the relevant O&M Agreement in respect of performance
deficiencies, or (4) warranty or indemnity payments or damages payable to the
Borrower under any Project Document.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


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    “Project Revenues Collection
Account” shall mean the “Project Revenues Collection Account” established
pursuant to Section 2.2(a)(iv) of the Account Agreement.

     

    “Property” shall mean
any property of any kind whatsoever, whether real, personal or mixed and whether
tangible or intangible, and any right or interest therein.

     

    “Prospective Debt Service
Coverage Ratio” shall mean, as at any Calculation Date occurring after
the Conversion Date, for the period of four consecutive fiscal quarters of the
Borrowers commencing on the Quarterly Date most recently falling prior to such
Calculation Date (taken as one accounting period), the ratio of (i) Cash Flow
projected for such period to (ii) the Debt Service projected for such period
(including (x) Scheduled Principal Payments required to be paid during such
period but excluding mandatory prepayments in respect of the Loans payable
during such period pursuant to the Financing Documents, and (y) the projected
Interest Expense in respect of the Loans required to be paid during such period
(with such Interest Expense to be calculated on the basis of the Assumed
Interest Rate)); it being understood that such projections shall be provided by
the Borrowers; provided, however, that (A) in the event that the Historical Debt
Service Coverage Ratio or the Prospective Debt Service Coverage Ratio in respect
of such Calculation Date is less than 2.50:1.00 or (B) at any time upon the
written request of the Administrative Agent or any Lender, then, in each case,
in respect of such Calculation Date, the Prospective Debt Service Coverage Ratio
shall be calculated based on feedstock and product pricing forecasts provided by
the Market Consultants and operating cost forecasts (including forecasts of
Operating and Maintenance Expenses), which forecasts will be binding on the
Borrowers for all purposes of the Financing Documents.

     

    “Provisional
Acceptance” shall have the meaning provided in any EPC
Contract.

     

    “Punch List” shall
have the meaning provided in any EPC Contract.

     

    “Quarterly Dates”
shall mean the last Business Day of each March, June, September and
December.

     

    “Quarterly Distribution
Date” shall mean each ten (10) days after the Principal Payment Date
occurring in the months of January, April, July and October, commencing with the
first such date to occur after the Conversion Date and the first Principal
Payment Date.

     

    “Quarterly Period”
shall mean a period commencing on the day succeeding a Quarterly Date and ending
on the next succeeding Quarterly Date.

     

    “Railroad” shall mean
Union Pacific Railroad Company.

     

    “Rail Car Exchange
Agreement” shall mean, collectively, the Buffalo Lake Rail Car Exchange
Agreement and the Pioneer Trail Rail Car Exchange Agreement.

     

    “Railroad Car Lease
Agreements” shall mean, collectively, the Buffalo Lake Railroad Car Lease
Agreement and the Pioneer Trail Railroad Car Lease Agreement.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


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    “Ratio of Debt to Total
Project Costs” shall mean, at any time, the ratio of (i) the total amount
of Debt (excluding the aggregate outstanding principal amount of Working Capital
Loans) to (ii) the total amount of Project Costs.

     

    “Real Property
Appraisal” shall have the meaning specified in Section 5.30(a) of the
Credit Agreement.

     

    “Register” shall have
the meaning provided in Section 8.10 of the Credit Agreement.

     

    “Regulation D” shall
mean Regulation D of the Board of Governors of the Federal Reserve system (or
any successor).

     

    “Regulation U” shall
mean Regulation U of the Board of Governors of the Federal Reserve system (or
any successor).

     

    “Regulation X” shall
mean Regulation X of the Board of Governors of the Federal Reserve system (or
any successor).

     

    “Release” shall mean
any spilling, leaking, pumping, pouring, emitting, emptying, discharging,
injecting, escaping, leaching, dumping, or disposing into the environment
(including the abandonment or discarding of barrels, containers, and other
closed receptacles containing any Hazardous Material, but excluding (i)
emissions from the engine exhaust of a motor vehicle and (ii) the normal
application of fertilizer).

     

    “Replaced Lender”
shall have the meaning provided in Section 2.17 of the Credit
Agreement.

     

    “Replacement Lender”
shall have the meaning provided in Section 2.17 of the Credit
Agreement.

     

    “Replacement Project
Participant” shall mean, with respect to any Project Participant (other
than any Borrower), any Person satisfactory to the Required Lenders and having
credit, or acceptable credit support, equal to or greater than that of the
replaced Project Participant on the date that the applicable Project Document
was entered into who, pursuant to a definitive agreement reasonably satisfactory
to the Required Lenders, assumes the obligations of the replaced Project
Participant on terms and conditions no less favorable to the relevant Borrower
than those applicable to the replaced Project Participant pursuant to the
applicable Project Document.

     

    “Required Debt Service
Reserve Amount” shall mean the scheduled Debt Service payable during the
next succeeding semi-annual period.

     

    “Required Hedging
Agreement” shall mean an interest rate swap, cap or collar agreement or
similar arrangement entered into by any Borrower and a Swap Counterparty in
accordance with Section 5.17 of the Credit Agreement.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


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    “Required Lenders”
shall mean the Lenders holding at least (a) 66-2/3% of the aggregate outstanding
principal amount of the (i) Loans (other than the Working Capital Loans) and
(ii) Working Capital Loan Commitments or (b) if no Loans have been made, at
least 66-2/3% of the aggregate amount of (i) the Construction Loan Commitments
and (ii) the Working Capital Loan Commitments.

     

    “Requisition” shall
mean a Construction Requisition or a Restoration Requisition.

     

    “Requisition Date”
shall mean each date specified in a Requisition as a date on which moneys are
requested by any Borrower to be withdrawn and transferred from the Account to
which such Requisition relates for the purpose set forth in such
Requisition.

     

    “Reserve Requirement”
shall mean, at any time, the maximum rate at which reserves (including, without
limitation, any marginal, special, supplemental, or emergency reserves) are
required to be maintained under regulations issued from time to time by the
Board of Governors of the Federal Reserve System (or any successor) by member
banks of the Federal Reserve System against “Eurocurrency liabilities” (as such
term is used in Regulation D). Without limiting the effect of the foregoing, the
Reserve Requirement shall reflect any other reserves required to be maintained
by such member banks with respect to (i) any category of liabilities which
includes deposits by reference to which the Adjusted Eurodollar Rate is to be
determined, or (ii) any category of extensions of credit or other assets which
include Eurodollar Loans.  The Adjusted Eurodollar Rate shall be
adjusted automatically on and as of the effective date of any change in the
Reserve Requirement.

     

    “Responsible Officer”
shall mean, when used with respect to the Collateral Agent or the Depositary
Agent, any officer in the corporate trust or agency area (or any successor area
of such Agent) of the Collateral Agent or the Depositary Agent including any
managing director, director, vice president, assistant vice president, associate
or any other officer of the Collateral Agent or the Depositary Agent, as the
case may be, who shall have direct responsibility for the administration of the
Transaction Documents, customarily performing functions similar to those
performed by the persons who at the time shall be such officers, respectively,
or to whom any corporate trust or agency matter is referred because of his or
her knowledge and familiarity with the particular subject.

     

    “Restoration
Requisition” shall have the meaning provided in Section 4.13(e) of the
Account Agreement.

     

    “Restoration Work”
shall mean the design, engineering, procurement, construction and other work
with respect to the Restoration of Affected Property.

     

    “Restore” shall mean,
with respect to any Affected Property, to rebuild, repair, restore or replace
such Affected Property.  The term “Restoration” shall
have a correlative meaning.

     

    “Returns” shall have
the meaning provided in Section 4.9(a).

     

    “Risk Management
Agreements” shall mean, collectively, the Buffalo Lake Risk Management
Agreement and Pioneer Trail Risk Management Agreement.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


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    “Risk Management
Committee” shall mean the risk management committee of any Borrower
appointed pursuant to the Risk Management Policy.

     

    “Risk Management
Policy” shall mean the risk management policy of any Borrower relating to
the management of commodity price risks for com, gas, ethanol and distiller’s
grain, approved by the Administrative Agent pursuant to Section
5.31.

     

    “Scheduled Principal
Payments” shall mean the scheduled amounts payable in respect of the
principal of the Loans pursuant to Section 6.1(b) of the Credit
Agreement.

     

    “Scope Change Order”
shall have the meaning provided in any EPC Contract.

     

    “Secured Parties”
shall mean, collectively, the Agents, the Lenders and each Secured Swap
Counterparty.

     

    “Secured Swap
Counterparty” shall mean any Swap Counterparty which is a Lender or an
Affiliate thereof.

     

    “Security Agreements”
shall mean (a) the Buffalo Lake Security Agreement, (b) the Pioneer Trail
Security Agreement and (c) the Opco Security Agreement.

     

    “Security Documents”
shall mean, collectively, the Account Agreement, the Pledge Agreements, the
Deposit Account Control Agreements, the Security Agreements, the Mortgages, the
Notice of Commencement, the Subordination Agreement, each DSRA Letter of Credit,
each Consent Agreement and all Uniform Commercial Code financing statements and
other filings, recordings or registrations required by the Credit Agreement to
be filed or made in respect of any such Security Document.

     

    “Security Interest”
shall mean the Lien on the Collateral or any other collateral purported to be
granted to the Collateral Agent for the benefit of one or more of the Secured
Parties (or any trustee, sub-agent or other Person acting for or on behalf of
the Collateral Agent).

     

    “Seminole” shall mean
Seminole Energy Services, LLC, a limited liability company organized and
existing under the laws of Oklahoma.

     

    “Signing Date” shall
mean the date of execution of the Credit Agreement.

     

    “Spencer” shall have
the meaning ascribed to such term in Section 3.1(p)(i) of the Credit
Agreement.

     

    “Sponsor” shall mean
BioFuel Energy, LLC, a limited liability company organized and existing under
the laws of the State of Delaware.

     

    “Standard &
Poor’s” shall mean Standard & Poor’s Ratings Services, a division of
The McGraw-Hill Companies, Inc.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


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    “Stated Amount” of
each Letter of Credit shall mean, at any time, the maximum amount available to
be drawn thereunder (in each case determined without regard to whether the
conditions to drawing could then be met).

     

    “Sub-Account” shall
have the meaning set forth in Section 2.2(b) of the Account
Agreement.

     

    “Subordinated Lenders”
shall mean have the meaning specified in the Subordination
Agreement.

     

    “Subordination
Agreement” shall mean the Subordination Agreement, dated as of September
25, 2006, among each of the Borrowers, BFE Holdings, the Subordinated Lenders,
Greenlight APE, LLC, as administrative agent of the Subordinated Lenders
thereunder and the Collateral Agent.

     

    “Subsidiary” shall
mean, for any Person, any corporation, partnership or other entity of which at
least a majority of the securities or other ownership interests having by the
terms thereof ordinary voting power to elect a majority of the board of
directors or other persons performing similar functions of such corporation,
partnership or other entity (irrespective of whether or not at the time
securities or other ownership interests of any other class or classes of such
corporation, partnership or other entity shall have or might have voting power
by reason of the happening of any contingency) is at the time directly or
indirectly owned or controlled by such Person or one or more Subsidiaries of
such Person or by such Person and one or more Subsidiaries of such
Person.

     

    “Substantial
Completion” shall have the meaning provided in any EPC
Contract.

     

    “Swap Counterparty”
shall mean a Person which enters into a Required Hedging Agreement with any
Borrower.

     

    “Swap Termination
Value” shall mean in respect of the Required Hedging Agreements, after
taking into account the effect of any legally enforceable netting agreement
relating to such Required Hedging Agreement, (a) on any date on or after the
date such Required Hedging Agreement have been closed out and termination
value(s) determined in accordance therewith, such termination value(s), and (b)
for any date prior to the date referenced in clause (a), the amount(s)
determined as the mark-to-market value(s) for such Required Hedging Agreements,
as determined based upon one or more mid-market or other readily available
quotations provided by any recognized dealer in such Required Hedging Agreement
(which may include a Lender or any Affiliate of a Lender).

     

    “Taking” shall mean
any circumstance or event, or series of circumstances or events (including an
Expropriation Event), in consequence of which the Project or any portion thereof
shall be condemned, nationalized, seized, compulsorily acquired or otherwise
expropriated by any Governmental Authority under power of eminent domain or
otherwise.  The term “Taken” shall have a
correlative meaning.

     

    “Tangible Net Worth”
shall mean the sum of the capital accounts, retained earnings and any other
amount which, in accordance with GAAP, constitutes member’s equity, but
excluding (i) goodwill and other intangibles, and (ii) all write-ups in the book
value of any asset.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


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    “Target Balance
Amount” shall mean the aggregate of all principal payable under the Term
Loans projected to the outstanding on each Principal Payment Date, as set forth
on Annex III of the Credit Agreement.

     

    “Tax” shall have the
meaning provided in Section 2.11(a) of the Credit Agreement.

     

    “Tax Distribution”
shall mean, in respect of a Quarterly Period, an amount attributable to such
period that, when aggregated with all Tax Distributions for the relevant tax
year, is equal to the product of (a) the amount of aggregate net taxable income
of the Borrowers allocated to the Members for the relevant tax year (taking into
account any losses to the extent not utilized in prior fiscal years) and (b)
thirty-eight percent.

     

    “Tax Distributions
Account” shall mean the “Tax Distributions Account” established pursuant
to Section 2.2(a)(x) of the Account Agreement.

     

    “Term Date” shall mean
the earlier to occur of (i) the Conversion Date and (ii) the Date
Certain.

     

    “Term Loan Commitment”
shall mean, for each Lender, the aggregate amount of Construction Loans of such
Lender as of the Conversion Date (after giving effect to any Borrowing of
Construction Loans on such date in accordance with Section 2.1 of the Credit
Agreement and any prepayment of Construction Loans on such date in accordance
with Section 6 of the Credit Agreement).

     

    “Term Loan Maturity
Date” shall mean the eighth anniversary of the Signing Date.

     

    “Term Loans” shall
have the meaning provided in Section 2.2(a) of the Credit
Agreement.

     

    “Term Notes” shall
have the meaning provided in Section 2.7 of the Credit Agreement.

     

    “TIC Indemnity
Confirmations” shall mean, collectively, TIC Indemnity Confirmation
(Buffalo Lake) and TIC Indemnity Confirmation (Pioneer Trail).

     

    “TIC Indemnity Confirmation
(Buffalo Lake)” shall mean the confirmation provided by TIC - Holdings,
Inc, a corporation organized under the laws of Colorado, dated as of September
25, 2006, in favor of Travelers Casualty and Surety Company of Americas,
relating to the Buffalo Lake Payment and Performance Bond issued pursuant to the
Buffalo Lake EPC Contract.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


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    “TIC Indemnity Confirmation
(Pioneer Trail)” shall mean the confirmation provided by TIC - Holdings,
Inc, a corporation organized under the laws of Colorado, dated as of September
25, 2006, in favor of Travelers Casualty and Surety Company of Americas,
relating to the Pioneer Trail Payment and Performance Bond issued pursuant to
the Pioneer Trail EPC Contract.

     

    “TIF Indebtedness”
shall have the meaning provided in Section 5.13 of the Credit
Agreement.

     

    “Title Insurance
Policy” shall meaning, collectively, the Buffalo Lake Title Insurance
Policy and the Pioneer Trail Title Insurance Policy.

     

    “Title Insurance
Company” shall mean First American Title Insurance Company of New
York.

     

    “Total Commitment”
shall mean, at any time, the Construction Loan Commitments of the Lenders, the
Term Loan Commitments of the Lenders and the Working Loan Commitment of the
Lenders.

     

    “Total Project Costs”
shall mean, at any time, the aggregate of all Project Costs incurred by the
Borrowers, but in no event shall Total Project Costs exceed Three Hundred
Sixty-Eight Million Two Hundred Fifty Seven Thousand Six Hundred and Fifty-Two
Dollars ($368,257,652).

     

    “Transaction
Documents” shall mean, collectively, the Project Documents and the
Financing Documents.

     

    “Transfer Date
Certificate” shall mean a “Transfer Date Certificate” as defined in and
delivered under the Account Agreement.

     

    “Trust Property” shall
have the meaning (i) provided in the Pioneer Trail Mortgage and (ii) assigned to
the term “Mortgaged Property” in the Buffalo Lake Mortgage.

     

    “Type” shall mean the
type of Loan determined with regard to the interest option applicable thereto,
i.e., whether a Base Rate Loan or a Eurodollar Loan.

     

    “Uniform Commercial
Code” or “UCC” shall mean the
Uniform Commercial Code as adopted in any applicable jurisdiction.

     

    “United States” and
“U.S.” shall
each mean the United States of America.

     

    “Unpaid Drawing” shall
have the meaning provided in Section 2.22(a).

     

    “Unutilized
Commitment” shall mean, for each Lender, at any time, (i) in respect of
Construction Loans, the Construction Loan Commitment of such Lender at such time
less the aggregate outstanding principal amount of all Construction Loans made
by such Lender, and (ii) in respect of Working Capital Loans, the Working
Capital Loan Commitment of such Lender at such time less the aggregate
outstanding principal amount of all Working Capital Loans made by such
Lender.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


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    “UP Consents” shall
mean, collectively, UP Consent (Buffalo Lake) and UP Consent (Pioneer
Trail).

     

    “UP Consent (Buffalo
Lake)” shall mean the consents to be granted by Railroad prior to the
Closing Date, permitting Cargill to grant Buffalo Lake the exclusive right to
use the Tracks (as defined in the Buffalo Lake Grain Facility Lease) pursuant to
the Buffalo Lake Grain Facility Lease and permitting Buffalo Lake to
collaterally assign its lease or contractual rights in such Tracks to the
Collateral Agent for the benefit of the Secured Parties, all in form and
substance satisfactory to the Administrative Agent and each Lender.

     

    “UP Consent (Pioneer
Trail)” shall mean the consents to be granted by Railroad prior to the
Closing Date, permitting Cargill to grant Pioneer Trail the exclusive right to
use the Track (as defined in the Pioneer Trail Grain Facility Lease) and
permitting Cargill to sublease Railroad’s property described in the Railroad
Leases (as defined in the Pioneer Trail Grain Facility Lease) pursuant to the
Pioneer Trail Grain Facility Lease and permitting Pioneer Trail to collaterally
assign its lease or contractual rights in such Track and the sublease of the
Railroad Leases to the Collateral Agent for the benefit of the Secured Parties,
all in form and substance satisfactory to the Administrative Agent and each
Lender.

     

    “UP Ground Leases”
shall mean, collectively, the Lease dated October 24, 2004 between Railroad and
Cargill (OMA 6897) and the Lease dated October 22, 1985 between Railroad and
Cargill (OMA-7366).

     

    “UP Industry Track Contract
(Buffalo Lake)” shall mean the Industry Track Contract Articles of
Agreement dated July 20, 2001 by and between Railroad and Cargill.

     

    “UP Industry Track Contract
(Pioneer Trail)” shall mean the Industry Track Contract Articles of
Agreement dated October 24, 1997 by and between Railroad and
Cargill.

     

    “VEETC Event” shall
mean (i) if the Volumetric Ethanol Excise Tax Credit is not extended by June 30,
2009 or (ii) if, on any date after June 30, 2009, the Volumetric Ethanol Excise
Tax Credit is scheduled to expire less than eighteen (18) months from such
date.

     

    “VEETC Holding
Account” shall mean the “VEETC Holding Account” established pursuant to
Section 2.2(a)(xiii) of the Account Agreement.

     

    “Volumetric Ethanol Excise
Tax Credit” shall mean the “alcohol fuel mixture credit” provided for in
Section 6426 of the Code, which allows as a credit against gasoline excise taxes
imposed by Section 4081 of the Code, as in effect on the date hereof, together
with any successor provisions thereto that provide for a similar credit at a
rate of no less than forty-one cents ($0.41) per gallon of ethanol.

     

    “Voting Stock”, with
respect to any Person, shall mean Capital Stock the holders of which are
ordinarily, in the absence of contingencies, entitled to vote for the election
of directors (or persons performing similar functions) of such Person, even if
the right so to vote has been suspended by the happening of a
contingency.

     

    “Work” shall have the
meaning provided in any EPC Contract.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


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    “Working Capital Availability
Period” shall mean the period commencing on the Mechanical Completion
under the earlier to occur of Buffalo Lake EPC Contract and the Pioneer Trail
EPC Contract, as the case may be, and ending on the date 60 days prior to the
Working Capital Loan Maturity Date.

     

    “Working Capital
Lender” shall mean each Lender named on Annex I to the Credit Agreement
with a Working Capital Loan Commitment set forth opposite its name and any
Assignee thereof pursuant to Section 9.13 of the Credit Agreement.

     

    “Working Capital Loan
Commitment” shall mean, as to any Lender, the applicable amount set forth
opposite such Lender’s name in Annex I to the Credit Agreement.

     

    “Working Capital Loan
Maturity Date” shall mean the fourth anniversary of the Signing Date;
provided, that the Working Capital Loan Maturity Date may, at the written
request of the Borrowers Agent received by the Administrative Agent no later
than sixty (60) days prior to the Working Capital Loan Maturity Date and upon
the prior written approval of the Required Lenders, be extended to the fifth
anniversary of the Signing Date.

     

    “Working Capital
Loans” shall have the meaning provided in Section 2.2(c) of the Credit
Agreement.

     

    “Working Capital Note”
shall have the meaning provided in Section 2.7(b) of the Credit
Agreement.

     

    2.      
     Rules of Interpretation.  In each
Financing Document, unless otherwise indicated:

     

    (a)           each
reference to, and the definition of, any document (including any Financing
Document) shall be deemed to refer to such document as it may be amended,
supplemented, revised or modified from time to time in accordance with its terms
and, to the extent applicable, the terms of the Credit Agreement;

     

    (b)           each
reference to a Law or Governmental Approval shall be deemed to refer to such Law
or Governmental Approval as the same may be amended, supplemented or otherwise
modified from time to time;

     

    (c)           any
reference to a Person in any capacity includes a reference to its permitted
successors and assigns in such capacity but, if applicable, only if such
successors and assigns are permitted by this Credit Agreement, and, in the case
of any Governmental Authority, any Person succeeding to any of its functions and
capacities;

     

    (d)           references
to days shall refer to calendar days unless Business Days are specified;
references to weeks, months or years shall be to calendar weeks, months or
years, respectively;

     

    (e)           all
references to a “Section,” “Appendix,” “Annex,” “Schedule” or “Exhibit” are to a
Section of such Financing Document or to an Appendix, Annex, Schedule or Exhibit
attached thereto;

     


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Appendix
A

    Page
52

     

    (f)    
       the table of contents and Section
headings and other captions therein are for the purpose of reference only and do
not affect the interpretation of such Financing Document;

     

    (g)   
       defined terms in the singular shall
include the plural and vice versa, and the masculine, feminine or neuter gender
shall include all genders;

     

    (h)   
       the words “hereof”, “herein” and
“hereunder”, and words of similar import, when used in any Financing Document,
shall refer to such Financing Document as a whole and not to any particular
provision of such Financing Document;

     

    (i)       
    the words “include,” “includes” and “including” are
deemed to be followed by the phrase “without limitation”;

     

    (j)   
        where the terms of any Financing
Document require that the approval, opinion, consent or other input of any
Secured Party be obtained, such requirement shall be deemed satisfied only where
the requisite approval, opinion, consent or other input is given by or on behalf
of the relevant party in writing;

     

    (k)  
        where the terms of any Financing
Document require or permit any action to be taken by the Collateral Agent, such
action shall be taken strictly in accordance with the applicable provisions of
the relevant Financing Documents; and

     

    (l)       
    any reference to a document shall be deemed to include
all exhibits, annexes, appendices and schedules thereto.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    Appendix
B

    to

    Credit
Agreement

     

    SCHEDULED
PRINCIPAL PAYMENTS

     

    
      
        
          	
                  PRINCIPAL PAYMENT DATE

                	 	
                  
                    AMOUNT

                  

                	 
	
                  First
      Quarterly Date after the Conversion Date

                	 	$	3,150,000	 
	
                  Second
      Quarterly Date after the Conversion Date

                	 	$	3,150,000	 
	
                  Third
      Quarterly Date after the Conversion Date

                	 	$	3,150,000	 
	
                  Fourth
      Quarterly Date after the Conversion Date

                	 	$	3,150,000	 
	
                  Fifth
      Quarterly Date after the Conversion Date

                	 	$	3,150,000	 
	
                  Sixth
      Quarterly Date after the Conversion Date

                	 	$	3,150,000	 
	
                  Seventh
      Quarterly Date after the Conversion Date

                	 	$	3,150,000	 
	
                  Eighth
      Quarterly Date after the Conversion Date

                	 	$	3,150,000	 
	
                  Ninth
      Quarterly Date after the Conversion Date

                	 	$	3,150,000	 
	
                  Tenth
      Quarterly Date after the Conversion Date

                	 	$	3,150,000	 
	
                  Eleventh
      Quarterly Date after the Conversion Date

                	 	$	3,150,000	 
	
                  Twelfth
      Quarterly Date after the Conversion Date

                	 	$	3,150,000	 
	
                  Thirteenth
      Quarterly Date after the Conversion Date

                	 	$	3,150,000	 
	
                  Fourteenth
      Quarterly Date after the Conversion Date

                	 	$	3,150,000	 
	
                  Fifteenth
      Quarterly Date after the Conversion Date

                	 	$	3,150,000	 
	
                  Sixteenth
      Quarterly Date after the Conversion Date

                	 	$	3,150,000	 
	
                  Seventeenth
      Quarterly Date after the Conversion Date

                	 	$	3,150,000	 
	
                  Eighteenth
      Quarterly Date after the Conversion Date

                	 	$	3,150,000	 
	
                  Nineteenth
      Quarterly Date after the Conversion Date

                	 	$	3,150,000	 
	
                  Twentieth
      Quarterly Date after the Conversion Date

                	 	$	3,150,000	 
	
                  Twenty-first
      Quarterly Date after the Conversion Date

                	 	$	3,150,000	 
	
                  Twenty-second
      Quarterly Date after the Conversion Date

                	 	$	3,150,000	 
	
                  Twenty-third
      Quarterly Date after the Conversion Date

                	 	$	3,150,000	 
	
                  Twenty-fourth
      Quarterly Date after the Conversion Date

                	 	$	3,150,000	 
	
                  Twenty-fifth
      Quarterly Date after the Conversion Date

                	 	$	3,150,000	 
	
                  Twenty-sixth
      Quarterly Date after the Conversion Date

                	 	$	131,250,000	 


        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Appendix
C

    to Credit
Agreement

    


    INSURANCE

     

    I.             GENERAL
PROVISIONS

     

    1.1.          Each
Borrower shall at all times carry and maintain or cause to be carried and
maintained in full force and effect, at its own expense, the minimum insurance
coverage set forth in this Appendix C (unless otherwise specified below). The
terms and conditions of all insurance policies (including the amount, scope of
coverage, deductibles, and self-insured retentions) shall be acceptable in all
respects as of the Closing Date to the Administrative Agent.  At all
times on and after the Closing Date and continuing throughout the term of this
Agreement, the terms and conditions of all insurance policies (including the
amount, scope of coverage, deductibles, and self-insured retentions) shall be
acceptable in all respects in the reasonable judgment of the Administrative
Agent, and the Administrative Agent may require that such terms be modified if
(i) a state of facts exists with respect to the Project that was not foreseen by
the Administrative Agent on the Closing Date, and which, in the reasonable
judgment of the Administrative Agent, renders such coverage inadequate, and (ii)
the requested coverage is available on commercially reasonable
terms.  All insurance carried pursuant to this Appendix C shall
conform to the relevant provisions of the respective Project Documents and be
with insurance companies which are rated “A, X” or better by Best’s Insurance
Guide and Key Ratings, or other insurance companies of recognized responsibility
satisfactory to the Administrative Agent.  None of the Administrative
Agent or the other Secured Parties shall have any obligation or liability for
premiums, commissions, assessments or calls in connection with any insurance
policy required under this Appendix
C.

     

    Capitalized
terms used in this Appendix C not otherwise defined herein shall have the
meanings set forth in the Credit Agreement, or if not defined therein, as such
terms are used in the common practice of the insurance industry.

     

    The
insurance carried in accordance with this Appendix C  shall be
endorsed as follows: The Collateral Agent shall be sole loss payee with respect
to Sections 2.1(f), 2.1(g),  2.1(h), 3.1(d), 3.1(e) and 5 hereof using
a loss payable clause substantially equivalent to the Lenders Loss Payable
Endorsement 438 BFU or the New York Standard Mortgage Endorsement which is
acceptable to the Administrative Agent.  The Administrative Agent, on
behalf of the Secured Parties and the Collateral Agent, on behalf of the Secured
Parties, and the Lenders shall be additional insureds with respect to Sections
2.1(a), 2.1(b), 2,1(d), 2.1(e), 2.1(f), 2.1(g), 2.1(h), 2.1(i), 2.1(j), 2.1(k),
3.1(a), 3.1(b), 3.1(d), 3.1(e),  3.1(f), 3.1(g), 3.1(h), 4.1 and 5
hereof.

     

    (a)           The
insurance policies shall allow that the interest of the Administrative Agent and
the other Secured Parties shall not be invalidated by any action or inaction of
any Borrower and shall insure the Administrative Agent and the other Secured
Parties regardless of any breach or violation by any Borrower of any warranties,
declarations or conditions in such policies or any foreclosure or change in
ownership of the Project or any Plant;

     

    (b)           The
insurer thereunder shall waive all rights or subrogation against the
Administrative Agent and the other Secured Parties and their respective
officers, employees, agents, successors and assigns and shall waive any right of
setoff and counterclaim and any other right to deduction whether by attachment
or otherwise;


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Appendix
C

    Page
2

     

    (c)           Such
insurance shall be primary without right of contribution of any other insurance
carried by or on behalf of any of Administrative Agent and the other Secured
Parties with respect to its interest as such in the Project and each policy
insuring against liability to third parties shall contain a severability of
interests or cross liability provision; and

     

    (d)           Any
insurance carried hereunder that is written to cover more than one insured,
shall provide that all terms, conditions, insuring agreements and endorsements,
with the exception of limits of liability (which shall be applicable to all
insureds as a group) and liability for premiums (which shall be solely a
liability of each Borrower), shall operate in the same manner as if there were a
separate policy covering such insured.

     

    1.2.           Adjustment of
Losses.

     

    (a)           The
loss, if any, under any insurance required to be carried hereunder shall be
adjusted with the insurance companies or otherwise collected, including the
filing in a timely manner of appropriate proceedings, by each Borrower, subject
to the approval of the Administrative Agent as it pertains to losses under
Sections 2.1(f), 2.1(g), 2.1(h), 3.1(e), 3.1(f)  and 5 hereof
only.  In addition, each Borrower shall take all other steps necessary
or requested by the Administrative Agent to collect from insurers any loss
covered by any of the insurance policies herein.  All such policies
shall provide that the loss, if any, and coverage afforded under such insurance
shall be adjusted and paid as provided in this Appendix C. In addition, any
Borrower may in its reasonable judgment consent to the settlement of any loss,
provided that in the event that the amount of the loss exceeds $250,000 the
terms of such settlement is concurred with by the Administrative
Agent.

     

    (b)           Each
Borrower shall promptly notify the Administrative Agent of any property damage
loss covered by any insurance.  Each Borrower and the Administrative
Agent shall cooperate and consult with each other in all matters pertaining to
the settlement or adjustment of any and all claims and demands for damages on
account of any taking or condemnation of any Plant, the Project or pertaining to
the settlement, compromising or arbitration of any claim on account of any
damage or destruction of any Plant, the Project or any portion thereof’. Without
the prior written consent of the Administrative Agent, no Borrower will settle,
or consent to the settlement of, any proceeding arising out of any damage,
destruction or condemnation of any Plant, the Project or any portion
thereof.

     

    1.3.          [Intentionally
omitted].

     

    1.4.          Evidence of
Insurance.  On the Closing Date and on an annual basis no more
than 10 days following each policy anniversary, each Borrower shall furnish to
the Administrative Agent with approved certification of all required
insurance.  An authorized representative of each insurer shall execute
such certificates.  Such certificates shall identify underwriters, the
type of insurance, the insurance limits, the risks covered thereby and the
policy term, shall specifically state that the special provisions enumerated for
such insurance herein are provided by such insurance.  Each Borrower
shall certify that the premiums on all such policies have been paid in full for
the current year or will be paid when due.  Upon request, each
Borrower will promptly furnish to the Administrative Agent copies of all
insurance policies, binders and cover notes or other evidence of such insurance
relating to the Project.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Appendix
C

    Page
3

     

    1.5.          No Duty to
Verify.  No provision of this Appendix C or any provision of
any Transaction Document shall impose on the Administrative Agent or any other
Secured Party any duty or obligation to verify the existence or adequacy of the
insurance coverage maintained by any Borrower, nor shall the Administrative
Agent or any other Secured Party be responsible for any representations or
warranties made by or on behalf of any Borrower to any insurance company or
underwriter.  Any failure on the part of any Secured Party to pursue
or obtain the evidence of insurance required by this Agreement from any Borrower
and/or failure of any Secured Party to point out any non-compliance of such
evidence of insurance shall not constitute a waiver of any of the insurance
requirements in this Agreement.

     

    1.6.          Duty to Inform the Agent of
Unavailability of Deductibles.  In the event that any
deductibles required by this Appendix C become unavailable on commercially
reasonable terms, then each Borrower shall inform the Administrative Agent of
deductibles that are available on commercially reasonable terms, and shall
procure such deductible within 10 days after the Administrative Agent in
consultation with the Insurance Advisor has approved an available
deductible.

     

    2.           CONSTRUCTION
PERIOD INSURANCE

     

    2.1.           Coverage.  Unless
otherwise specified below, the following coverages shall be placed into effect
on the Closing Date and shall be maintained in effect at all times prior to the
respective Commercial Operation Date as required below.

     

    (a)           Commercial
General Liability.

     

    Commercial
general liability insurance for each Plant, written on “occurrence” policy
forms, including coverage for premises/operations, products/completed
operations, broad form property damage, blanket contractual liability,
independent contractor’s and personal injury, with no exclusions for explosion,
sudden and accidental pollution, collapse and underground perils, with primary
coverage limits of no less than $1,000,000 for injuries or death to one or more
persons or damage to property resulting from any one occurrence and a $2,000,000
annual aggregate limit.  The commercial general liability policy shall
also include a severability of interest clause and a cross liability clause in
the event more than one entity is “named insured” under the liability
policy.  Deductibles in excess of $25,000 shall be subject to review
and approval by the Administrative Agent.  This policy shall also be
endorsed to include fire legal liability and rail road protective with limits no
less than replacement cost of the value of any real property covered under any
rail agreement entered into by any Borrower.

     

    (b)           Automobile
Liability.

     

    Automobile
liability insurance, including coverage for owned, non-owned and hired
automobiles for both bodily injury (including death) and property damage in
accordance with statutory legal requirements, with combined single limits of no
less than $1,000,000 per accident with respect to bodily injury, property damage
or death and containing appropriate no- fault insurance provisions wherever
applicable.  Automobile insurance shall include the Motor Carrier Act
Endorsement encompassing Hazardous Materials Cleanup (MCS-90), if exposure
exists.  A maximum deductible or self-insured retention of $25,000 per
occurrence shall be allowed.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Appendix
C

    Page
4

     

    (c)           Workers
Compensation.

     

    Workers
compensation insurance to statutory limits and employer’s liability with a limit
of not less than $1,000,000 and such other forms of insurance that any Borrower
or EPC Contractor is required by Law to provide during construction of the any
Plant or the Project, providing statutory benefits and covering loss resulting
from injury, sickness, disability or death of the employees of Borrower, EPC
Contractor and subcontractors who are working on the Project.

     

    (d)           Umbrella
or Excess Liability.

     

    Umbrella
or excess liability insurance of not less than $20,000,000 per occurrence and in
the aggregate which for construction may be satisfied through a combination of
the EPC Contractor’s and the Borrowers’ insurance policies provided that the
Borrowers are named insureds under both sets of policies.  Such
coverages shall be on a per occurrence basis and inclusive of coverage provided
by the policies described in Sections 2.1(a) and (b) and, with respect to
employer’s liability, Section 2.1(c), the limits on which shall apply toward the
limit set forth in this section.  If the policy or policies provided
under this Section 2.1(d) contain(s) aggregate limits applying to other
operations of any Borrower, other than the relevant Plant, and such limits are
diminished below $10,000,000 by any incident, occurrence, claim, settlement or
judgment against such insurance which has caused the insurer to establish a
reserve, such Borrower shall, within five (5) Business Days after obtaining
knowledge of such event, inform the Administrative Agent, and within thirty (30)
Business Days after shall purchase an additional umbrella/excess liability
insurance policy satisfying the requirements of this Section
2.1(d).

     

    (e)           Aircraft
Liability.

     

    Aircraft
liability insurance, to the extent exposure exists, in an amount not less than
$10,000,000 for all owned, non-owned and hired aircraft, fixed wing or rotary,
used in connection with the construction of the Project.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Appendix
C

    Page
5

     

    (f)     
      Builder’s Risk.

     

    From the
date of Closing Date until such time as coverage is replaced under permanent
cover as set forth in Section 3.1(e), builder risk insurance, as such term is
used in the insurance industry, on a replacement cost basis with windstorm,
flood and earthquake (including sinkhole and subsidence) and providing coverage
for each Plant including land transit, removal of debris, insuring the
buildings, structures, machinery breakdown (including consequence of design,
workmanship or material defect; no more restrictive than LEG 2 or DE4
equivalent), equipment, facilities, fixtures and other properties constituting a
part of each Plant or otherwise required by contract (including any gas
pipelines) in a minimum amount not less 100% of the full replacement cost of
such Plant.  Such coverage will include strike, vandalism and
malicious mischief and to the extent is it commercially and reasonably
available.  Sub limits are permitted as respects the perils of flood
and earthquake (construction term aggregate of $100,000,000), professional fees
($100,000 plus 50% in excess of $100,000), debris removal (25% of loss subject
to a maximum of $5,000,000), inland transit ($10,000,000) (or such higher amount
to satisfy replacement cost values of the shipment in conveyance), offsite
storage ($5,000,000 per storage area) expediting expense ($2,000,000 per
occurrence) and local authorities regulations ($2,000,000). The builder’s risk
policy shall contain coverage for operational testing and startup, and to the
extent applicable, full replacement cover for machinery breakdown and electrical
injury.  All such policies may have deductibles of not greater than
$250,000 per loss including for hot testing, commissioning, defects and
maintenance and $500,000 for earthquake, with a maximum deductible acceptable to
the Administrative Agent, windstorm, flood and lightening with a maximum
deductible of $250,000. This coverage shall not include any annual or term
aggregate limits of liability or clause requiring the payment of additional
premium to reinstate the limits after loss except as regards the insurance
applicable to the perils of flood, windstorm and earth
movement.  Builder’s risk insurance shall not contain an exclusion for
freezing, mechanical breakdown, or resultant damage caused by faulty
workmanship, design or materials and shall remain in effect until replaced by
property / machinery breakdown insurance coverage in Section 3.1
(d).

     

    (g)           Delay
in Startup.

     

    Delay in
startup insurance, on an “all risks” basis including operational testing, and
startup (machinery breakdown and electrical injury) coverage, during the
construction period with limits of no less than 12 months of projected scheduled
Debt Service requirements, continuing Operation and Maintenance Expenses and
normal operating expenses including payroll, with the 12 months indemnification
period being exclusive of the deductible waiting period.  The
deductible or waiting period shall not exceed thirty (30) days from the planned
Project Completion Date.  This coverage shall not include any annual
or term aggregate limits of liability or clause requiring the payment of
additional premium to reinstate the limits after loss except with regards to the
insurance applicable to the perils of flood and earth
movement.  Contingent Delay in Start Up with deductibles and limits as
is best available in the market covering projected scheduled Debt Service
requirements, continuing Operation and Maintenance Expenses and normal operating
expenses including payroll.  Contingent Delay in Start Up shall
respond to all supplier and vendor contracts including (but not limited to)
interconnects, rail and other essential service contracts.

     

    (h)           Marine
Cargo (to the extent exposure exists).

     

    At least
thirty (30) days prior to the shipment of equipment manufactured outside the
United States, ocean cargo coverage shall be secured in an amount not less than
the full replacement costs of equipment shipped with certificates of insurance
being evidenced to the Administrative Agent.  Such coverage shall
apply to all equipment destined for the Project which is valued in excess of
$250,000 and/or is considered critical and has a lead time to replace exceeding
one (1) month.  The ocean cargo policy shall attach coverage at the
point of loading for departure from the premises of the manufacturer and shall
continue in force until the shipment arrives at the relevant Plant including 60
days storage, or until it is insured under the erection all risk
policy.  Delay in opening (advanced loss of profits) shall be insured
in an amount sufficient to cover continuing expenses and Debt Service during the
lead time to replace the equipment (6 months) subject to a deductible of 30 days
commencing from the scheduled completion date as defined in the
policy.  Deductibles applying to marine cargo shall not exceed
$250,000.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Appendix
C

    Page
6

     

    (i)      
     Contractors Pollution Legal
Liability.

     

    Sudden
and accidental pollution legal liability insurance on a named perils basis with
a limit commensurate with industry practice for like construction projects but
not less than $5,000,000. Such coverage can be included in the commercial
general liability and umbrella or excess liability covers or provided
separately.  Claims made coverage forms and deductibles of up to
$100,000 are acceptable and the requirement for this coverage shall be satisfied
by EPC Contractor evidence of coverage.

     

    (j)      
     Contractors and Subcontractors.

     

    Any
contractors and subcontractors shall, to the extent not included in any Borrower
controlled program, prior to performing work for any Plant, supply proper
evidence of the types of insurance as set forth as set forth in Sections 2.1(a),
(b) and (c), with limits for Section 2.1(a) of $1,000,000, for Section 2.1(b) of
$1,000,000 and for Section 2.1(c) of $1,000,000. Workers compensation insurance
and employers liability insurance shall also be provided for all employees of
contractors and subcontractors not covered by an Borrower controlled
program.  Contractors shall be responsible for insuring their own
equipment.

     

    (k)           Professional
Liability.

     

    Professional
Liability insurance with respect to the design and engineering shall be carried
by the EPC Contractor as per contractual requirements but no less than
$5,000,000 per occurrence and in the aggregate.

     

    3.           OPERATING
PERIOD INSURANCE

     

    3.1.           Coverage.  The
following coverages shall be placed into effect for the benefit of each Plant on
or prior to but no later the respective Commercial Operation Date for such Plant
and shall be maintained in effect at all times throughout the term of this
Agreement.

     

    (a)           Commercial
General Liability.

     

    Commercial
general liability insurance for such Plant, written on “occurrence” policy
forms, including coverage for premises/operations, products/completed
operations, broad form property damage, blanket contractual liability, sudden
and accidental pollution and personal injury, with no exclusions for explosion,
collapse and underground perils, and fire with primary coverage limits of no
less than $1,000,000 for injuries or death to one or more persons or damage to
property resulting from any one occurrence, and a products and completed
operations liability aggregate limit of not less than $2,000,000. The commercial
general liability policy shall also include a severability of interest clause
and a cross liability clause in the event more than one entity is “named
insured” under the liability policy.  Deductibles in excess of $25,000
shall be subject to review and approval by the Administrative
Agent.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Appendix
C

    Page
7

     

    (b)           Automobile
Liability.

     

    Automobile
liability insurance, including coverage for owned, non-owned and hired
automobiles for both bodily injury (including death) and property damage in
accordance with statutory legal requirements, with combined single limits of no
less than $1,000,000 per accident with respect to bodily injury, property damage
or death and containing appropriate no- fault insurance provisions wherever
applicable.  Automobile insurance shall include the Motor Carrier Act
Endorsement encompassing Hazardous Materials Cleanup (MCS-90), if
applicable.  A maximum deductible or self-insured retention of $25,000
per occurrence shall be allowed.

     

    (c)           Workers
Compensation.

     

    Workers
compensation insurance to statutory limits and employer’s liability with a limit
of not less than $1,000,000 and such other forms of insurance which is required
by Law to provide for any Plant or the Project, providing statutory benefits and
covering loss resulting from injury, sickness, disability or death of the
employees of any Borrower.  To the extent applicable, insurance shall
cover Jones Act, Longshore and Harbor Workers Act and Continental Shelf Land
Act.

     

    (d)           Property
/ Machinery Breakdown.

     

    Prior to
or at expiry date of the Builders Risk Policy and ensuring no gap in coverage
through the testing and commissioning period and not later than the date of
Commercial Operation Date for each Plant, property “all risk” insurance, as such
term is used in the insurance industry, including the perils of flood and
earthquake (with sub limits not less than 25% of replacement value), strike,
vandalism and malicious mischief subject to terms that are consistent with
current industry practice insuring all real and personal property of the Project
at the premises of, or connecting to, the each Plant for an amount of not less
than full replacement cost of such Plant.  Sub limits are permitted as
respects to the following perils:(i) debris removal, 25% of loss, (ii)
expediting expense, $2,000,000, (iii) increased costs due to orders by law and
demolition costs of undamaged portion due to enforcement of by law, $2,000,000
and (iv) such other coverages customarily sub-limited in reasonable amounts
consistent with current industry practice with respect to similar risks and
acceptable to the Administrative Agent.

     

    Such
policy shall include: (i) a automatic reinstatement of limits following each
loss (except for the perils of earthquake and flood) and (ii) a replacement cost
endorsement with no deduction for depreciation.  Unless provided under
the all risk policy, boiler and machinery coverage (including consequence of
design, workmanship or material defect; no more restrictive than LEG2 or DE4
equivalent) on a “comprehensive” basis including breakdown and repair on a
replacement cost basis with limits not less than the full replacement cost of
the insured objects.  In the event all risk property cover and the
boiler and machinery cover is not written in the same policy, each policy shall
contain a joint loss agreement.

     

    All such
policies may have deductibles of not greater than $250,000 and $500,000 for
natural hazard perils (such as flood and earthquake). Deductibles in excess of
$500,000 shall be subject to the approval by the Administrative
Agent.

     

    subject
to a maximum acceptable to the Administrative Agent.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Appendix
C

    Page
8

     

    (e)           Business
Interruption.

     

    Each
Borrower shall also maintain or cause to be maintained, with respect to each
Plant, business interruption insurance on all “all risk” basis (as such term is
used in the insurance industry), including machinery breakage, in an amount
equal to satisfy policy coinsurance conditions, but with limits not less than
the equivalent to twelve (12) months projected scheduled Debt Service,
continuing Operation and Maintenance Expenses and normal operating expenses
including payroll and profits.  The deductible or waiting period shall
not exceed thirty (30) days.  Each Borrower shall also maintain or
cause to be maintained contingent business interruption as respects the
suppliers and vendors in an amount of not less than 6 months projected scheduled
Debt Service, continuing Operation and Maintenance Expenses and normal operating
expenses including payroll and profits.

     

    (f)           Umbrella
or Excess.

     

    Umbrella
or excess liability insurance of not less than $[20,000,000]2 per occurrence and
annual aggregate during operations.  Such coverages shall be on a per
occurrence or claims made basis and over and above coverage provided by the
policies described in Sections 3.1(a), (b) and, with respect to employer’s
liability, (c) whose limits shall apply toward the $20,000,000 limit set forth
in this Section 3.1(f). If the policy or policies provided under this Section
3.1(f) contain(s) aggregate limits applying to other operations other than the
Project, and such limits are diminished below $20,000,000 by any incident,
occurrence, claim, settlement or judgment against such insurance which has
caused the insurer to establish a reserve, the Borrowers, within five (5)
business days after obtaining knowledge of such event shall inform the
Administrative Agent, and within thirty (30) business days purchase an
additional umbrella/excess liability insurance policy satisfying the
requirements of this Section 3.1(f).

     

    (g)           Aircraft
Liability.

     

    Aircraft
liability, to the extent exposure exists, in an amount not less than $10,000,000
for all owned, non-owned and hired aircraft, fixed wing or rotary, used in
connection with the operation of the Project.

     

    (h)           Contractors
and Subcontractors.

     

    Each
Borrower shall use best endeavors to cause the EPC Contractor and all other
contractors and subcontractors to, prior to performing work for any Plant valued
in excess of $1,000,000, supply proper evidence of insurance as set forth as set
forth in Section 2.1(a), (b) and (c) or higher if so required by the Project
Documents.  In addition, evidence of excess or umbrella liability
limits in amounts deemed consistent with prudent industry practice shall be
provided to each Borrower.  Such insurance supplied by the parties
shall, where contractually able, with the exception of workers
compensation:

     

    
      	
               
      

            	
              (i)

            	
              add
      each Borrower, Administrative Agent, Collateral Agent and the other
      Secured Parties as additional
insured;

            


    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Appendix
C

    Page
9

     

    
      	
               
      

            	
              (ii)

            	
              be
      primary as respects insurance provided Borrowers, Administrative Agent,
      Collateral Agent and the other Secured Parties as additional
      insured;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              waive
      rights of subrogation against Borrower, Administrative Agent, Collateral
      Agent and the other Secured Parties as additional
  insured;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              continue
      in force until obligations of contractor and subcontractor are
      fulfilled.

            


    

     

    4.           DIRECTORS
AND OFFICERS INSURANCE (to the extent exposure exists)

     

    4.1.          At
all times on and after the Signing Date and continuing throughout the term of
this Agreement, each Borrower shall maintain, or cause to be maintained,
Directors and Officers Insurance (including Employment Practices Liability) with
limits representative of industry practice but in any event no less than
$5,000,000.

     

    5.           LEASEHOLD
INTEREST INSURANCE

     

    Commencing
from the Closing Date and throughout the term of this Agreement until the Loan
Termination Date, each Borrower shall also insure its leasehold interests as
referred to in the [Grain Facility Leases] and provide Property Damage, Business
Interruption/Extra Expense and Liability insurance in amounts satisfactory to
the Administrative Agent (acting on the instruction of the Required Lenders) but
in any event not less than any amounts required to satisfy all Obligations of
such Borrower.

     

    6.           GENERAL
CONDITIONS APPLYING TO ALL INSURANCE

     

    6.1.          Each
Borrower shall promptly notify the Administrative Agent of any loss in excess of
$150,000 covered by any insurance maintained pursuant to Sections 2.1(f), (g)
and (h)  and Sections 3.1(e) and (f).

     

    6.2.          All
policies (where allowed by law) shall insure the interests of the Secured
Parties regardless of any breach or violation by any Borrower of warranties,
declarations or conditions contained in such policies, any action or inaction of
any Borrower or any other Persons, or any foreclosure relating to any Plant or
any change in ownership of all or any portion of any Plant (the foregoing may be
accomplished by the use of the Lender Loss Payable Endorsement 438BFU or CP 12
18 required above).

     

    6.3.          [Intentionally
omitted]3.

     

    6.4.          All
policies of insurance required to be maintained pursuant to this Appendix C
shall be endorsed so that if at any time should they be cancelled, or coverage
be reduced or changed which affects the interests of any Secured Party, such
cancellation, reduction or change shall not be effective as to the Secured
Parties for 60 days, except for cancellation based on non-payment of premium
which shall not be effective for 10 days, in each case after receipt by the
Administrative Agent of written notice sent by registered mail from such insurer
of such cancellation, reduction or change.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Appendix
C

    Page
10

     

    7.           REPORT

     

    7.1.          On
the Closing Date and annually thereafter, each Borrower shall furnish the
Administrative Agent with a report of an independent insurance broker, signed by
an officer of the broker, stating that all premiums then due have been paid and
that, in the opinion of such broker, the insurance then carried or to be renewed
is in accordance with the terms of this Appendix C. In addition each Borrower
will advise the Administrative Agent in writing promptly of any default in the
payment of any premium and of any other act or omission on the part of any
Borrower which may invalidate or render unenforceable, in whole or in part, any
insurance being maintained by any Borrower pursuant to this Appendix
C.

     

    8.           FAILURE
TO MAINTAIN INSURANCE

     

    8.1.          In
the event any Borrower fails, or fails to cause the EPC Contractor or any other
Person, to take out or maintain the full insurance coverage required by this
Appendix C, or any of the Project Documents, the Administrative Agent, upon 30
days’ prior notice (unless the aforementioned insurance would lapse within such
period, in which event notice should be given as soon as reasonably possible) to
such Borrower of any such failure, may (but shall not be obligated to) take out
the required policies of insurance and pay the premiums on the
same.  All amounts so advanced thereof by the Administrative Agent
shall become an additional obligation of each Borrower to the Administrative
Agent and each Borrower shall forthwith pay such amounts to the Administrative
Agent, together with interest thereon at the Default Rate from the date so
advanced.

     

    9.           MAINTENANCE
OF INSURANCE

     

    9.1.          Each
Borrower shall at all times maintain the insurance coverage required under the
terms of this Agreement and the Project Documents.

     

    10.           “CLAIMS
MADE” POLICIES FOR CERTAIN TYPES OF INSURANCE

     

    10.1.        If
any liability insurance required under the provisions of this Appendix C is
allowed to be written on an a “claims made” basis, then such insurance shall
include the following:

     

    (a)           The
retroactive date (as such term is specified in each of such policies) shall be
no later than the date of “Notice to Proceed” (as defined in the Pioneer Trail
EPC Contract), the date of “Notice to Proceed” (as defined in the Buffalo Lake
EPC Contract) or the Commercial Operation Date for the relevant Plant (as
applicable).

     

    (b)           Each
time any policy written on a “claims made” basis is not renewed or the
retroactive date of such policy is to be changed, each Borrower shall obtain or
cause to be obtained for each such policy or policies the broadest extended
reporting period coverage, or “tail”, reasonably available in the commercial
insurance market for each such policy or policies.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Appendix
C

    Page
11

     

    11.           UNAVAILABILITY
OF INSURANCE

     

    11.1.        If
any insurance (including the limits or deductibles thereof) hereby required to
be maintained shall not be reasonably available and commercially feasible in the
commercial insurance market, the Administrative Agent shall not unreasonably
withhold its agreement to waive such requirement to the extent the maintenance
thereof is not so available; provided, however, that respective Borrower shall
first request any such waiver in writing to the Administrative Agent, which
request shall be accompanied by a written report prepared by an insurance broker
of nationally recognized standing, certifying that such insurance required is
not reasonably available and commercially feasible (and, in any case where the
required amount is not so available, certifying as to the maximum amount which
is so available) and explaining in detail the basis for such
conclusions.  If after reviewing such evidence with the Insurance
Advisor, the Administrative Agent concurs with such report, such Borrower shall
not be required to maintain such insurance until such time as such insurance is
again available on commercially reasonable terms.  At any time after
the granting of any such waiver, but not more often than once a year, the
Administrative Agent or the Lenders may request, and each Borrower shall furnish
to the Administrative Agent within fifteen (15) days after such request,
supplemental reports reasonably acceptable to the Administrative Agent from such
independent insurance broker or the Insurance Advisor updating their prior
reports and reaffirming such conclusion.  It is understood that the
failure of any Borrower to timely furnish any such supplement report shall be
conclusive evidence that such waiver is no longer effective because such
condition no longer exists, but that such failure is not the only way to
establish such non-existence.  For the purposes of this subsection,
insurance will be considered “not reasonably available and commercially
feasible” when it is obtainable only at excessive costs which are not justified
in terms of the risk to be insured and is generally not being carried by or
applicable to Projects or operations similar to relevant Plant because of such
excessive costs.

     

    12.           EROSION
OF LIMIT

     

    In the
event that the insurance program evidenced for the benefit of any Plant is being
provided through an insurance policy which also insures other assets owned by
any Borrower or the Sponsor and the limits or sublimits are eroded or exhausted
due to a loss at another Plant or location, such Borrower will immediately cause
limits to be reinstated or obtained for the benefit of such Plant.

     

    13.           OTHER
INSURANCE

     

    The
Administrative Agent from time to time, depending upon changes in risks at any
Borrower’s site, such as contractual liability for replacement ethanol, or if
insurance that heretofore has not been available and is now commercially
available, may ask for additional insurance that is consistent with Good
Industry Practices.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Schedule
3.2(e)

    to

    Credit
Agreement

     

    Schedule 3.2(e)1

     

    Buffalo
Lake

     

    
      	
               
      

            	
              Minor
      Source Air Quality Construction and Operating Permit, Air Emission Permit
      No. 09100060-001, including amendments, if any, required for the
      installation of thermal oxidizers, natural gas-fired utility boilers and
      any other changes to the facility’s design after this permit was first
      issued in August 2006.

            


    

     

    
      	
               
      

            	
              Environmental
      Assessment Worksheet pursuant to Minnesota Rules Chapter
    4410.

            


    

     

    
      	
               
      

            	
              NPDES
      Construction Stormwater Permit, General Construction Stormwater Permit MN
      R1000001.

            


    

     

    
      	
               
      

            	
              National
      Pollutant Discharge Elimination System/State Disposal System Permit #
      MN0068063 (including required
variances).

            


    

     

    
      	
               
      

            	
              National
      Pollutant Discharge Elimination System Industrial Stormwater Permit,
      Permit # MN0068063.

            


    

     

    
      	
               
      

            	
              Cargill
      Air Permit, Air Emission Permit No. 09100061-001 issued to Cargill
      Inc.  Pioneer Trail.

            


    

     

    
      	
               
      

            	
              1.

            	
              Air
      Quality Construction Permit, permit No. CP05-0030, including amendments,
      if any, required for the installation of thermal oxidizers, natural
      gas-fired utility boilers and any other changes to the facility’s design
      after this permit was first issued in March
  2006.

            


    

     

    
      	
               
      

            	
              2.

            	
              NPDES
      Authorization for Discharges Associated with Construction Activity, NPDES
      General Permit No. NER1000000, NPDES Authorization No.
      NER104829.

            


    

     

    
      	
               
      

            	
              3.

            	
              Permit
      for Construction of Industrial Ground Water Wells, Well Permit
      Nos.  CPM1 40- 06-025; 40-06-026; 40-06-027;
      40-06-028.

            


    

     

    
      	
               
      

            	
              4.

            	
              Permit
      to Transfer Groundwater, and executed letter from Ron Bishop, General
      Manager of the Central Platte Natural Resources District, in substantially
      the same form as the draft letter attached hereto as Exhibit
      A.

            


    

     

    
      	
               
      

            	
              5.

            	
              Cargill
      Facility Air Quality Construction Permit, Permit No.
      CP05-0049.

            


    

     

    
      	
               
      

            	
              6.

            	
              National
      Pollutant Discharge Elimination System Authorization for Direct
      Discharge.

            


    

     

    
      	
               
      

            	
              7.

            	
              City
      of Wood River Zoning
Permit/Certification.

            


    

     

    
      
        

      

    

    1 See
Schedule 4.6 for details regarding the permits listed on this
schedule.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    Exhibit
A

    to

    Schedule
3.2(e)

    


    [DATE]

     

    Pioneer
Trail Energy, LLC

    1625
Broadway Suite 2400

    Denver,
CO 80202

     

    Re:
Permits and Variances for Pioneer Trail Entergy, LLC, Ethanol Plant, Wood River,
Nebraska

     

    To Whom
It May Concern:

     

    On
February 23, 2006, the Board of Directors of Central Platte Natural Resources
District (“District”), following notice and public hearing, approved the request
of Pioneer Trail Energy, LLC (“Pioneer Trail”) for a variance in the estimated
amount of 1,016 acre feet per year due to consumptive use of ground water by
Pioneer Trail’s new ethanol plant at Wood River, Nebraska, subject to provision
of offset of 1,417.7 acres to be approved by the District.

     

    On June
6, 2006, as authorized by the Board of Directors of the District, I approved
Pioneer Trail’s four Requests for Variance of the Rules and Regulations and four
Well Permit Applications to allow for the construction of four industrial water
wells having a total output of 523.5 million gallons-per-year and all to be
located at Pioneer Trail’s new ethanol plant in Wood River,
Nebraska.

     

    On June
13, 2006, as authorized by the Board of Directors of the District, I approved
Pioneer Trail’s Permit to Transfer Ground Water from 70.2 acres of irrigated
corn in the NW 1⁄4 of the NE 1⁄4, Section 11, Township 8 North, Range 14 West,
Buffalo County, Nebraska (“Leisinger Tract”), to the NW 1⁄4 of the NE 1⁄4 of Section
25, Township 10 North, Range 12 West, Hall County, Nebraska, where Pioneer
Trail’s new ethanol plant will be located, including withdrawal of 523.5 million
gallons-per-year and consumption of 356.0 million gallons-per-year.

     

    On
[September     ,
2006], as authorized by the Board of Directors of the District, I approved as to
form the attached Water Rights Deed and Declaration of Restrictive Covenants and
Easements whereby the owners of the Leisinger Tract will transfer and convey to
Pioneer Trail the ground water usage rights described in Pioneer Trail’s Permit
to Transfer Ground Water dated June 13, 2006.

     

    The Board
of Directors of the District has determined that the appropriate method for
determining necessary offsets for new uses of ground water is through a water
balance calculation of the reduction in stream flow resulting from the new
ground water use compared with the improvement in stream flow resulting from
discontinuation of existing ground water uses.  Based on Pioneer
Trail’s mitigation of ground water usage on 42 acres of the Leisinger Tract as
described in the Transfer Permit and the mitigation of ground water usage on 121
acres of cropland at the ethanol plant site, Pioneer Trail has satisfied the
1417.8 acre offset required to mitigate the water balance.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Other
than the Variances and Permits set forth above, and subject to the terms of such
Variances and Permits, no further District approvals or permits are required
under current District rules and regulations for Pioneer Trail to transfer
ground water usage rights from the Leisinger Tract and to construct and operate
four industrial water wells at the new Wood River ethanol plant having a total
output of 523.5 million gallons-per-year and a consumptive use of 356.0 million
gallons-per-year.

     

    Respectfully,


     

    Ronald G.
Bishop

    General
Manager


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Schedule
3.3

    to

    Credit
Agreement

    


    MATERIAL VEHICLES,
LOCOMOTIVE, EQUIPMENT, TOOLS AND PARTS

    


    
      	
               
      

            	
              1.

            	
              Locomotive
      – Pioneer Trail

            


    

     

    
      	
               
      

            	
              2.

            	
              Locomotive
      – Buffalo Lake

            


    

     

    
      	
               
      

            	
              3.

            	
              Skid
      steer – Pioneer Trail

            


    

     

    
      	
               
      

            	
              4.

            	
              Skid
      steer – Buffalo Lake

            


    

     

    
      	
               
      

            	
              5.

            	
              Front
      end loader – Pioneer Trail

            


    

     

    
      	
               
      

            	
              6.

            	
              Front
      end loader – Buffalo Lake

            


    

     

    
      	
               
      

            	
              7.

            	
              Spare
      transformers (2) – Pioneer Trail

            


    

     

    
      	
               
      

            	
              8.

            	
              Spare
      transformers (2) – Buffalo Lake

            


    

     

    
      	
               
      

            	
              9.

            	
              Shop
      tools – Pioneer Trail

            


    

     

    
      	
               
      

            	
              10.

            	
              Shop
      tools – Buffalo Lake

            


    

     

    
      	
               
      

            	
              11.

            	
              Spare
      parts – Pioneer Trail

            


    

     

    
      	
               
      

            	
              12.

            	
              Spare
      parts – Buffalo Lake

            


    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    Schedule
4.2

    to

    Credit
Agreement

    


    FINANCING-RELATED FILINGS,
ETC.

     

    Mortgages and Deeds of
Trust, etc.

     

    


    
      
        
          
            
              
                
                  
                    	
                            Trustor/Owner/

                            Grantor

                          	 	
                            Beneficiary/Trustee

                          	 	
                            Governmental

                            Authority

                          	 	
                            Filing Pursuant to

                          
	
                            Buffalo
      Lake Energy,

                            LLC,
      as Grantor

                          	 	
                            Deutsche
      Bank Trust Company Americas, as Collateral Agent for the Secured
      Parties

                          	 	
                            Martin
      County, Minnesota

                          	 	
                            Buffalo
      Lake Mortgage 1

                          
	
                            Pioneer
      Trail Energy, LLC, as Trustor

                          	 	
                            First
      American Title Insurance Company, as Trustee for the benefit of Collateral
      Agent for the Secured Parties

                          	 	
                            Hall
      County, Nebraska

                          	 	
                            Pioneer
      Trail Mortgage

                          
	
                            Pioneer
      Trail Energy, LLC, as Trustor

                          	 	
                            First
      American Title Insurance Company, as Trustee for the benefit of Collateral
      Agent for the Secured Parties

                          	 	
                            Buffalo
      County, Nebraska

                          	 	
                            Pioneer
      Trail Mortgage

                          
	
                            Pioneer
      Trail Energy, LLC, as Owner

                          	 	
                            N/A

                          	 	
                            Hall
      County, Nebraska

                          	 	
                            Notice
      of Commencement

                          
	
                            Cargill,
      Incorporated, as Landlord

                          	 	
                            Buffalo
      Lake Energy, LLC, as Tenant

                          	 	
                            Martin
      County, Minnesota

                          	 	
                            Memorandum
      of Grain Facility Lease

                          
	
                            Cargill,
      Incorporated, as Landlord

                          	 	
                            Pioneer
      Trail Energy, LLC, as Tenant

                          	 	
                            Hall
      County, Nebraska

                          	 	
                            Memorandum
      of Grain Facility Lease

                          
	
                            Rozella
      M. and Richard K. Leisinger

                          	 	
                            Pioneer
      Trail Energy, LLC

                          	 	
                            Buffalo
      County, Nebraska

                          	 	
                            Pioneer
      Trail Water Rights Deed

                          
	
                            Rozella
      M. and Richard K. Leisinger

                          	 	
                            Pioneer
      Trail Energy, LLC

                          	 	
                            Hall
      County, Nebraska

                          	 	
                            Pioneer
      Trail Water Rights Deed

                          
	
                            Various
      Landowners 2

                          	 	
                            Buffalo
      Lake Energy, LLC

                          	 	
                            Martin
      County, Minnesota

                          	 	
                            Buffalo
      Lake Mortgage

                          
	
                            Various
      Landowners 3

                          	 	
                            Pioneer
      Trail Energy, LLC

                          	 	
                            Hall
      County, Nebraska

                          	 	
                            Pioneer
      Trail
Mortgage

                          


                  

                

              

            

          

        

      

    

    


    
      
        

      

    

    
      1 Buffalo
Lake shall obtain, prior to the Closing Date, either an easement or fee title
for that portion of the spur track lying outside the real estate currently owned
by Buffalo Lake, as shown on the construction overlay survey.  If
Buffalo Lake obtains fee title, the Buffalo Lake Mortgage shall be amended to
include such property.

       

      2
Easements will be obtained as they become necessary for the construction of a
natural gas pipeline to and from the distribution system to the Buffalo Lake
Plant.  Both Comerstone and Center Point, the two parties with which
Buffalo Lake is negotiating construction of the pipeline for the Buffalo Lake
Plant, would be responsible for obtaining the necessary easements for
construction of the pipeline.  Comerstone and Center Point both
regularly engage in the process of obtaining these easements and do not expect
any issues in obtaining them.  The relevant land is agricultural and
farmers regularly award these easements since the pipelines go underground and
they can farm over them.  In the instance any private easements could
not be obtained, alternate routes exist and public rights-of-way can be
accessed.



      3
Easements will be obtained as they become necessary for the construction of a
natural gas pipeline to and from the distribution system to the Pioneer Trail
Plant.  Seminole, the party that will build the pipeline for the
Pioneer Trail Plant, will be responsible for obtaining the necessary easements
for construction of the pipeline.  Seminole regularly engages in the
process of obtaining these easements and does not expect any issues in obtaining
them.  The relevant land is agricultural and farmers regularly award
these easements since the pipelines go underground and they can farm over
them.  In the instance any private easement could not be obtained,
alternate routes exist and public rights-of-way can be
accessed.

    

    

      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    UCC – Fixture
Filings

     

    
      
        
          
            
              
                
                  
                    	
                            Debtor

                          	 	
                            Secured Party

                          	 	
                            Governmental

                            Authority

                          	 	
                            Filing Pursuant to

                          
	
                            Buffalo
      Lake Energy, LLC, as Debtor

                          	 	
                            Deutsche
      Bank Trust Company Americas, as Collateral Agent for the Secured
      Parties

                          	 	
                            Martin
      County, Minnesota

                          	 	
                            Buffalo
      Lake Mortgage

                          
	
                            Pioneer
      Trail Energy, LLC, as Debtor

                          	 	
                            Deutsche
      Bank Trust Company Americas, as Collateral Agent for the Secured
      Parties

                          	 	
                            Buffalo
      County, Nebraska

                          	 	
                            Pioneer
      Trail Mortgage

                          
	
                            Pioneer
      Trail Energy, LLC, as Debtor

                          	 	
                            Deutsche
      Bank Trust Company Americas, as Collateral Agent for the Secured
      Parties

                          	 	
                            Hall
      County, Nebraska

                          	 	
                            Pioneer
      Trail
Mortgage

                          


                  

                

              

            

          

        

      

    

    


    UCC – 1 Financing
Statements

     

    
      
        
          
            
              
                
                  
                    	
                            Debtor

                          	 	
                            Secured Party

                          	 	
                            Governmental

                            Authority

                          	 	
                            Filing Pursuant to

                          
	
                            BFE
      Holdings, LLC

                          	 	
                            Deutsche
      Bank Trust Company Americas, as Collateral Agent

                          	 	
                            Secretary
      of State, Delaware

                          	 	
                            BFE
      Holdings Pledge Agreement

                          
	
                            BEE
      Operating Company, LLC

                          	 	
                            Deutsche
      Bank Trust Company Americas, as Collateral Agent

                          	 	
                            Secretary
      of State, Delaware

                          	 	
                            Opco
      Pledge Agreement

                          
	
                            BFE
      Operating Company, LLC

                          	 	
                            Deutsche
      Bank Trust Company Americas, as Collateral Agent

                          	 	
                            Secretary
      of State, Delaware

                          	 	
                            Opco
      Security
Agreement

                          


                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    	
                            Debtor

                          	 	
                            Secured Party

                          	 	
                            Governmental

                            Authority

                          	 	
                            Filing Pursuant to

                          
	
                            Pioneer
      Trail Energy, LLC

                          	 	
                            Deutsche
      Bank Trust Company Americas, as Collateral Agent

                          	 	
                            Secretary
      of State, Delaware

                             

                          	 	
                            Pioneer
      Trail Security

                            Agreement

                          
	
                            Buffalo
      Lake Energy, LLC

                          	 	
                            Deutsche
      Bank Trust Company Americas, as Collateral Agent

                          	 	
                            Secretary
      of State, Delaware

                             

                          	 	
                            Buffalo
      Lake Security

                            Agreement

                          
	
                            BFE
      Operating Company, LLC

                          	 	
                            Deutsche
      Bank Trust Company Americas, as Collateral Agent

                          	 	
                            Secretary
      of State, Delaware

                            -

                          	 	
                            Account
      Agreement

                          
	
                            Pioneer
      Trail Energy, LLC

                          	 	
                            Deutsche
      Bank Trust Company Americas, as Collateral Agent

                          	 	
                            Secretary
      of State, Delaware

                          	 	
                            Account
      Agreement

                          
	
                            Buffalo
      Lake Energy, LLC

                          	 	
                            Deutsche
      Bank Trust Company Americas, as Collateral Agent

                          	 	
                            Secretary
      of State, Delaware

                          	 	
                             Account
      Agreement

                          


                  

                

              

            

          

        

      

    

    


    Additional
Consent

     

    Execution
of Joint Use of Track Agreement by Union Pacific Railroad Company for the (i)
Industry Track Contract Articles of Agreement by and between Union Pacific
Railroad Company and Cargill, Inc., dated July 20, 2001 (Fairmont) and (ii)
Industry Track Contract Articles of Agreement by and between Union Pacific
Railroad Company and Cargill, Inc., dated October 24, 1997 (Wood
River)


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    Schedule
4.3(a)

    to

    Credit Agreement

    


    Membership Interests and
Capital Contributions

     

    1.           Authorized
and Outstanding Interests in Each Borrower

     

    
      	
              (a)

            	
              Membership
      Interests in BFE Operating Company,
LLC

            


    

    
      	
               
      

            	
              Issuer:
      BFE Operating Company, LLC

            


    

    
      	
               
      

            	
              Issued
      to: 100% to BFE Holdings, LLC

            


    

     

    
      	
              (b)

            	
              Membership
      Interests in Buffalo Lake Energy,
LLC

            


    

    
      	
               
      

            	
              Issuer:
      Buffalo Lake Energy, LLC

            


    

    
      	
               
      

            	
              Issued
      to: 100% to BFE Operating Company,
LLC

            


    

     

    
      	
              (c)

            	
              Membership
      Interests in Pioneer Trail Energy,
LLC

            


    

    
      	
               
      

            	
              Issuer:
      Pioneer Trail Energy, LLC

            


    

    
      	
               
      

            	
              Issued
      to: 100% to BFE Operating Company,
LLC

            


    

     

    
      	
              2.

            	
              Capital
      Contributions to Borrowers
(Millions)

            


    

     

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    Schedule
4.6

    to

    Credit Agreement

    


    BUFFALO
LAKE

     

    GOVERNMENTAL
APPROVALS

     

    PART
A – None.

     

    PART
B

     

    
      
        
          
            
              	
                      Item and Citation

                    	 	
                      Project Stage

                      Required

                    	 	
                      Status

                    
	
                      Minnesota
      Pollution Control Agency

                      Minor
      Source Air Quality Construction and Operating Permit-ethanol
      plant

                      Air
      Emission Permit No. 09100060-001 Minnesota Rules Chapter
    7007

                    	 	
                      Pre-Construction

                    	 	
                      Issued
      by Minnesota Pollution Control Agency on August 24, 2006. Will be final
      and non-appealable on October 6, 2006.

                    
	 	 	 	 	 
	
                      Minnesota
      Pollution Control Agency

                      Minor
      Source Air Quality Construction and Operating Permit-grain storage
      facility

                      Air
      Emission Permit No. 09100061-001 Minnesota Rules Chapter
    7007

                    	 	
                      Pre-Construction

                    	 	
                      Issued
      by Minnesota Pollution Control Agency on August 24, 2006. Will be final
      and non-appealable on October 6, 2006.

                    
	 	 	 	 	 
	
                      Minnesota
      Pollution Control Agency

                      Environmental
      Assessment Worksheet

                      Minnesota
      Rules Chapter 4410

                    	 	
                      Pre-Construction

                    	 	
                      Based
      on Assessment Worksheet, MPCA Citizen’s Board issued a negative
      declaration on the need to produce an Environmental Impact Statement on
      August 22, 2006.

                      Will
      be final and non-appealable on September 22, 2006.

                    
	 	 	 	 	 
	
                      Minnesota
      Pollution Control Agency

                      NPDES
      Construction Stormwater Permit

                      General
      Construction Stormwater Permit MN R100001

                      Minnesota
      Statues Chapters 115 and 116

                    	 	
                      Pre-Construction

                    	 	
                      TIC
      to submit Stormwater Notice of Intent; coverage under General Permit
      effective seven days following submission of
  application.

                    


            

          

        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              	
                      Item and Citation

                    	 	
                      Project Stage

                      Required

                    	 	
                      Status

                    
	
                      Minnesota
      Pollution Control Agency

                      National
      Pollutant Discharge Elimination System (NPDES)/State Disposal
      System

                      Permit
      #: MN0068063

                      Minnesota
      Rules Chapter 7050

                    	 	
                      Pre-Construction

                    	 	
                      Approved
      by MPCA Citizens’ Board on August 22, 2006. Effective upon decision not to
      veto Water Quality Variance by the United States Environmental Protection
      Agency (expected September, 2006); will be final and non-appealable thirty
      days following such decision not to veto; Name of Permittee to be changed
      from “Biofuel Solutions, LLC” to “Buffalo Lake Energy,
  LLC”

                    
	 	 	 	 	 
	
                      Minnesota
      Pollution Control Agency

                      National
      Pollutant Discharge Elimination System (NPDES) Industrial Stormwater
      Permit

                      Permit
      #: MN0068063 Minnesota Rules Chapter 7050

                    	 	
                      Pre-Operation

                    	 	
                      Approved
      by MPCA Citizens’ Board on August 22, 2006.

                      Effective
      upon decision not to veto Water Quality Variance by the United States
      Environmental Protection Agency (expected September, 2006); will be final
      and non-appealable thirty days following such decision not to
      veto

                    
	 	 	 	 	 
	
                      Minnesota
      Pollution Control Agency and United States Environmental Protection
      Agency

                      Application
      to U.S. EPA for Variances From Water Quality Standards

                      Minnesota
      Rules Chapter 7050 and 40 CFR Part 131

                    	 	
                      Pre-Construction

                    	 	
                      Variances
      are incorporated in NPDES approved by MPCA Citizens’ Board on August 22,
      2006. Currently under USEPA review (decision not to veto expected
      September, 2006); will be final and non-appealable thirty days following
      such decision not to veto

                    
	 	 	 	 	 
	
                      Minnesota
      Pollution Control Agency

                      Major
      Facility Above Ground Storage Tank Permit

                      Minnesota
      Rules Chapter 7151

                    	 	
                      Construction
      of Tanks

                    	 	 
      
	 	 	 	 	 
	
                      Minnesota
      State Fire Marshall

                      Above
      Ground Storage Tank Permit

                      Minnesota
      Rules Chapter 7510

                    	 	
                      Prior
      to tank construction

                    	 	 
      
	 	 	 	 	 
	
                      City
      of Fairmont

                      Building
      Permit

                      City
      Code Chapter 6, Article II, 6.16-6.19

                    	 	
                      Pre-Construction

                    	 	
                      Due
      to design/build nature of EPC Contract, Building Permit is being granted
      to TIC at each stage of
construction.

                    


            

          

        

      

    

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              	
                      Item and Citation

                    	 	
                      Project Stage

                      Required

                    	 	
                      Status

                    
	
                      Minnesota
      Pollution Control Agency

                      Very
      Small Quantity Hazardous Waste Generator Permit

                      Minnesota
      Rules Chapter 7045

                    	 	
                      Pre-Operation

                    	 	 
      
	 	 	 	 	 
	
                      Martin
      County

                      Drain
      Tile Repair Approval

                      Minnesota
      Statutes Chapter 103E

                    	 	
                      Obtain
      prior to disturbing County Ditch #18 drain tile

                    	 	 
      
	 	 	 	 	 
	
                      Martin
      County

                      Access
      Permit

                      Highway
      access to site.

                    	 	
                      Prior
      to construction of access

                    	 	 
      
	 	 	 	 	 
	
                      Minnesota
      Department of Transportation

                      Utility
      Permit

                    	 	
                      Required
      for utilities crossing state roads

                    	 	 
      
	 	 	 	 	 
	
                      Minnesota
      Department of Natural Resources

                      Water
      Appropriation Permit

                      Minnesota
      Rules Chapter 6115

                    	 	
                      Pre-Operation

                    	 	
                      As
      part of the Environmental Assessment, full pump test, a pre- requisite to
      Water Appropriation Permit, successfully completed (as described in
      Amendment to original filed 8/23/2006); to be obtained in final form by
      3/15/2007

                    
	 	 	 	 	 
	
                      City
      of Fairmont

                      Phosphorus
      Trading Agreement

                    	 	
                      Pre-Operation

                    	 	
                      Signed

                    
	 	 	 	 	 
	
                      City
      of Fairmont Fire Marshall

                      Hazardous
      Materials Plan

                    	 	
                      Pre-Operation

                    	 	 
      
	 	 	 	 	 
	
                      Department
      of Transportation

                      Hazardous
      Materials Certificate of Registration

                      49
      CFR Part 107, Subpart G

                    	 	
                      Pre-Operation

                    	 	 
      
	 	 	 	 	 
	
                      Alcohol
      and Tobacco Tax and Trade Bureau

                      Permit
      For An Alcohol Fuel Producer

                      26
      USC. 5181

                    	 	
                      Pre-Operation

                    	 	 
      


            

          

        

      

    

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              	
                      Item and Citation

                    	 	
                      Project Stage

                      Required

                    	 	
                      Status

                    
	
                      Internal
      Revenue Service

                      Registration
      for Certain Excise Tax Activities (Form 637)

                      26
      CFR 48.4101

                    	 	
                      Pre-Operation

                    	 	 
      
	 	 	 	 	 
	
                      Food
      & Drug Administration

                      Registration
      of Food Facilities Under the Public Health Security and Bioterrorism
      Preparedness and Response Act of 2002

                      21
      U.S.C. 350(d)

                    	 	
                      Pre-Operation

                    	 	 
      
	 	 	 	 	 
	
                      Federal
      Communications Commission Industrial

                      Business Pool Private
License

                      47
      CFR 90

                    	 	
                      Pre-Operation

                    	 	 
      
	 	 	 	 	 
	
                      Minnesota
      Department of Agriculture

                      Commercial
      Feed License

                      Minnesota
      Statutes 25.341

                    	 	
                      Pre-Operation

                    	 	 
      
	 	 	 	 	 
	
                      Minnesota
      Department of Revenue

                      Petroleum
      Products Distributor License

                      Minnesota
      Statutes 296A

                    	 	
                      Pre-Operation

                    	 	 
      
	 	 	 	 	 
	
                      Cargill
      Permits

                    	 	
                      Pre-Operation

                    	 	
                      USDA
      Warehouse License

                      No
      expiration

                      Minnesota
      Department of Agriculture Grain Buyers License (#20063891)

                      Expires
      6/30/07

                      Minnesota
      Department of Agriculture Commercial Feed License

                      (#20066540)

                      Expires
      12/31/2006

                      Inspectors
      and Weighing License (USDA)

                      No
      expiration

                    


            

          

        

      

    

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    

    


    PIONEER
TRAIL

     

    GOVERNMENTAL
APPROVALS

     

    
      
        
          
            
              
                	
                        Item and Citation

                      	 	
                        Project Stage

                        Required

                      	 	
                        Status

                      
	
                        Part
      A

                      
	
                        Nebraska
      Department of Environmental Quality

                        Air
      Quality Construction Permit

                        Permit
      No. CP05-0030

                        Nebraska
      Administrative Code (NAC) Title 129

                      	 	
                        Pre-Construction

                      	 	
                        DEQ
      issued the Permit on 3/6/06.

                      
	 	 	 	 	 
	
                        Nebraska
      Department of Environmental Quality

                        NPDES
      Authorization for Discharges Associated with Construction
      Activity

                        NPDES
      General Permit No. NER100000

                        NPDES
      Authorization No. NER104829

                        NAC
      Title 119

                      	 	
                        Pre-Construction

                        Permit,
      on 5/8/06

                      	 	
                        DEQ
      issued Authorization, for coverages under the General

                      
	 	 	 	 	 
	
                        Central
      Platte Natural Resources District

                        Permit
      for Construction of Industrial Ground Water Wells

                        Well
      Permit Nos.  CPM1 40-06-025; 40-06-026; 40-06-027; 40-06-
      028

                        Neb.  Rev.  Stat.  Sections
      46-675 et
      seq.

                      	 	
                        Prior
      to construction of water wells

                      	 	
                        Central
      Platte NRD approved the Variance request on 2/23/06.

                         

                        Central
      Platte NRD approved the Permits on 6/6/06

                      
	 	 	 	 	 
	
                        Central
      Platte Natural Resources District

                        Permit
      to Transfer Groundwater

                        Neb.  Rev.  Stat.  Sections
      46-701 et seq.,
      and Central Platte Natural Resources District Rule 7

                      	 	
                        Prior
      to use of groundwater

                      	 	
                        Central
      Platte NRD approved the Permit on
6/13/06

                      


              

            

          

        

      

    

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  	
                          Item and Citation

                        	 	
                          Project Stage

                          Required

                        	 	
                          Status

                        
	
                          Part
      B

                        
	
                          Nebraska
      Department of Environmental Quality

                          Cargill
      Facility Air Quality Construction Permit

                          Permit
      No. CP05-0049

                          Nebraska
      Administrative Code (NAC) Title 129

                        	 	
                          Prior
      to commencement of grain conveyance to the Pioneer Trail
    Plant

                        	 	
                          DEQ
      awarded on 7/26/06

                        
	 	 	 	 	 
	
                          Nebraska
      Department of Environmental Quality

                          Air
      Construction Permit Minor/Significant Revisions

                          Letter
      from NDEQ

                        	 	
                          Pre-Operation

                        	 	
                          Required
      to be submitted if we apply to revise Pioneer Trail Air Quality
      Construction Permit

                          Director’s
      Waiver may be requested to postpone pre- construction approval
      requirements

                        
	 	 	 	 	 
	
                          Nebraska
      Department of Environmental Quality

                          NPDES
      Authorization for Discharging Hydrostatic Test Water

                          NDEQ
      General Permit NEG670000

                        	 	
                          Prior
      to testing

                        	 	 
      
	 	 	 	 	 
	
                          Nebraska
      Department of Environmental Quality

                          NPDES
      Authorization for Stormwater Discharges Associated with Industrial
      Activity

                          NAC
      Title 119

                        	 	
                          Pre-Operation

                        	 	 
      
	 	 	 	 	 
	
                          Nebraska
      Department of Environmental Quality

                          Onsite
      Wastewater Treatment Facility Permit

                          NAC
      Title 124

                        	 	
                          Prior
      to construction of on-site septic system

                        	 	 
      
	 	 	 	 	 
	
                          Nebraska
      Department of Environmental Quality

                          Underground
      Injection Well Permit

                          NAC
      Title 122

                        	 	
                          Prior
      to construction of on-site septic system

                        	 	 
      


                

              

            

          

        

      

    

     

    
      
         


      

      
        6

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  	
                          Item and Citation

                        	 	
                          Project Stage

                          Required

                        	 	
                          Status

                        
	
                          Nebraska
      Department of Environmental Quality

                          National
      Pollutant Discharge Elimination System (NPDES) Authorization for Direct
      Discharge

                          NAC
      Title 119

                        	 	
                          Pre-Operation

                        	 	
                          Application
      submitted to DEQ 6/19/06; permittee name to be changed from “Biofuel
      Solutions, LLC” to “Pioneer Trail Energy, LLC”

                          Application
      process may take 180 days from application submittal to receipt of
      permit.  DEQ expect to transmit draft permit to Pioneer Trail
      for review mid-September.  Will be final and non-appealable
      thirty days after issuance.

                        
	
                          Nebraska
      Department of Environmental Quality

                          Design
      Operation and Maintenance of Wastewater Treatment Works

                          NAC
      Title 123

                        	 	
                          Pre-Operation

                        	 	
                          Plan
      review required as part of the NPDES application, prior to issuance of
      National Pollutant Discharge Elimination System (NPDES) Authorization for
      Direct Discharge

                        
	
                          Nebraska
      State Fire Marshall

                          Fire
      Code and Accessibility Plans Approval; Occupancy Certificate

                          NAC
      Title 153, 156

                        	 	
                          Upon
      completion of construction, prior to occupancy

                        	 	 
      
	
                          Nebraska
      State Fire Marshall

                          Grain
      Elevator Annual Registration Permit

                          NAC
      Title 161

                        	 	
                          Pre-Operation

                        	 	 
      
	
                          Nebraska
      Department of Environmental Quality

                          Very
      Small Quantity Hazardous Waste Generator Permit

                          NAC
      Title [      ]

                        	 	
                          Pre-Operation

                        	 	 
      
	
                          Nebraska
      State Fire Marshall

                          Permit
      to Install Above-Ground Petroleum Storage Tanks

                          NAC
      Title 153

                        	 	
                          Prior
      to construction of the tanks

                        	 	 
      
	
                          Nebraska
      State Fire Marshall

                          Registration
      of Hazardous Substance Storage Tanks

                          NAC
      Title 158

                        	 	
                          Prior
      to construction of the tanks

                        	 	 
      


                

              

            

          

        

      

    

     

    
      
         


      

      
        7

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                	
                        Item and Citation

                      	 	
                        Project Stage

                        Required

                      	 	
                        Status

                      
	
                        Nebraska
      Department of Natural Resources

                        Registration
      of Ground Water Wells

                        Neb.  Rev.  Stat.  Sections
      46-675 et
      seq.

                      	 	
                        Pre-Operation

                      	 	 
      
	 	 	 	 	 
	
                        Nebraska
      Department of Labor

                        Receipt
      of Boiler Inspection

                        NAC
      Title 229

                      	 	
                        Prior
      to use of Boiler

                      	 	 
      
	 	 	 	 	 
	
                        Nebraska
      Department of Health

                        Permit
      to Operate Public Water Supply System

                        NAC
      Title 179

                      	 	
                        Pre-Operation

                      	 	 
      
	 	 	 	 	 
	
                        Department
      of Transportation

                        Hazardous
      Materials Certificate of Registration

                        49
      CFR Part 107, Subpart G

                      	 	
                        Pre-Operation

                      	 	 
      
	 	 	 	 	 
	
                        Alcohol
      and Tobacco Tax and Trade Bureau

                        Permit
      For An Alcohol Fuel Producer

                        26
      U.S.C. 5181

                      	 	
                        Pre-Operation

                      	 	 
      
	 	 	 	 	 
	
                        Internal
      Revenue Service

                        Registration
      for Certain Excise Tax Activities (Form 637)

                        26
      CFR 48.4101

                      	 	
                        Pre-Operation

                      	 	 
      
	 	 	 	 	 
	
                        Nebraska
      Department of Revenue

                        Nebraska
      Motor Fuels License

                        NAC
      Title 66

                      	 	
                        Pre-Operation

                      	 	 
      
	 	 	 	 	 
	
                        Nebraska
      Department of Revenue

                        Sales
      Tax Permit

                      	 	
                        Pre-Operation

                      	 	 
      
	 	 	 	 	 
	
                        Food
      & Drug Administration

                        Registration
      of Food Facilities Under the Public Health Security and Bioterrorism
      Preparedness and Response Act of 2002

                        21
      U.S.C. 350(d)

                      	 	
                        Pre-Operation

                      	 	 
      


              

            

          

        

      

    

     

    
      
         


      

      
        8

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                	
                        Item and Citation

                      	 	
                        Project Stage

                        Required

                      	 	
                        Status

                      
	
                        Nebraska
      Department of Agriculture, Bureau of Plant Industry

                        Firm
      License

                        NAC
      Title 25

                      	 	
                        Pre-Operation

                      	 	 
      
	 	 	 	 	 
	
                        Nebraska
      Department of Agriculture

                        Permit
      to Feed

                      	 	
                        Prior
      to the sale of Distillers Grains

                      	 	 
      
	 	 	 	 	 
	
                        Nebraska
      Department of Agriculture

                        Permit
      to Operate a Weighing and Measuring Establishment; Annual Device
      Registration and Inspection.

                        NAC
      Title 27

                      	 	
                        Prior
      to operation of the device

                      	 	 
      
	 	 	 	 	 
	
                        City
      of Wood River

                        Zoning
      Permit/Certification

                        Wood
      River Zoning Ordinances

                      	 	
                        Pre-Construction

                      	 	
                        City
      of Wood River awarded Ordinances No. 490, 491 and 492 on February 21,
      2006

                      
	 	 	 	 	 
	
                        Hall
      County

                        Building
      Permit

                        City
      of Wood River zoning ordinance Section 10.04

                      	 	
                        Pre-Construction

                      	 	
                        The
      Hall County building Inspector will be reviewing, and approving,
      construction plans throughout the construction process, since the project
      is on a design/build basis.

                      
	 	 	 	 	 
	
                        Hall
      County

                        Certificates
      of Occupancy

                        City
      of Wood River zoning ordinance Section 10.05

                      	 	
                        Pre-Operation

                      	 	 
      
	 	 	 	 	 
	
                        Cargill
      Permits

                      	 	
                        Pre-Operation

                      	 	
                        European
      Corn Bore Quarantine License (Nebraska Department of
      Agriculture)

                        Expires
      5-31-07

                        Permit
      to Feed (Nebraska Department of Agriculture) Expires 12-31-06

                        US
      Warehouse Act (USDA)

                        Issued
      12-10-04

                        Grain
      Dealer License

                        (State
      of Nebraska - Nebraska Public Service Commission) Expires
      12-31-06

                        Permit
      to Operate Commercial Weighing and Measuring Devices (State of
      Nebraska)

                        Issued
      5-27-92

                        Service
      License

                        (US
      Warehouse Act)

                        Rick
      Philmalee Issued 2-16-94 Marvin McCurdy Issued 11-17-00 Cheryl Lambrecht
      Issued 9-18-00

                        Inspectors
      and Weighing License (USDA)-Mike Spellman, issued
  11-25-87

                      


              

            

          

        

      

    

     

    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    
      
        
          
            
              
                	
                        Item and Citation

                      	 	
                        Project Stage

                        Required

                      	 	
                        Status

                      
	
                        Part
      C

                      
	
                        Nebraska
      Department of Environmental Quality

                        Air
      Quality Operating Permit-ethanol plant

                        NAC
      Title 129

                      	 	
                        Operation

                      	 	
                        To
      be applied for following air emissions testing of operating
      facility.

                      
	 	 	 	 	 
	
                        Nebraska
      Department of Environmental Quality

                        Air
      Quality Operating Permit-grain storage facility

                        NAC
      Title 129

                      	 	
                        Operation

                      	 	
                        To
      be applied for following air emissions testing of operating
      facility.

                      


              

            

          

        

      

    

     

    
      
         


      

      
        10

        
          

        

      

      
         


      

    

    


    Schedule
4.13

    to

    Credit
Agreement

    


    ENVIRONMENTAL
MATTERS

     

    None.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    Schedule
4.16

    to

    Credit
Agreement

    


    ADDITIONAL BORROWER
DOCUMENTS

    


    
      
        
          
            	 
      	 	
                    Description of Agreement

                  	 	
                    Date Executed

                  
	
                    1.

                  	 	
                    Property
      Purchase and Well Development Agreement by and among City of Fairmont,
      Economic Development Authority and Buffalo Lake Energy,
LLC

                  	 	
                    9/23/2005

                  
	
                    2.

                  	 	
                    Water
      Rights Option Purchase Agreement by and between Rozella M. Leisinger and
      Richard K. Leisinger and Pioneer Trail Energy, LLC

                  	 	
                    4/13/2006

                  


          

        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Exhibit
A

    to

    Credit
Agreement

    


    [FORM
OF NOTICE OF BORROWING]

     

    NOTICE OF
BORROWING

     

    [Date]1

     

    BNP
Paribas,

    as Administrative Agent for the Lenders
party

    to the Credit Agreement referred to
below

    787
Seventh Avenue

    New York,
NY 10019

    Attention:
Barrette Palmer

     

    Ladies
and Gentlemen:

     

    The
undersigned, BFE Operating Company, LLC, as Borrowers’ Agent, refers to the
Credit Agreement dated as of September 25, 2006 (as amended from time to time,
the “Credit
Agreement,” the terms defined therein being used herein as therein
defined) among the undersigned, as Borrowers’ Agent, BFE Operating Company, LLC,
as Borrower, Buffalo Lake Energy, LLC, as Borrower, Pioneer Trail Energy, LLC,
as Borrower, certain lenders party thereto, as Lenders, you, as Administrative
Agent and Arranger, and Deutsche Bank Trust Company Americas, as Collateral
Agent, and hereby gives you notice, irrevocably, pursuant to Sections 3.3(a)(ii)
and 3.5(a) of the Credit Agreement, that the undersigned hereby requests a
Borrowing of Loans under the Credit Agreement, and in that connection sets forth
below the information relating to such Borrowing (the “Proposed Borrowing”)
as required by Section 2.3, [3.3(a)(ii)] [and 3.5(a)]2 of the
Credit Agreement:

     

    (i)           The
Business Day of the Proposed Borrowing is _______________, ____.

     

    (ii)          The
aggregate principal amount of the Proposed Borrowing is [__________] Dollars
($[__________]).

     

    (iii)         The
Proposed Borrowing is to consist of [__________] Dollars ($[__________]) of
[Buffalo Lake Construction Loans] [Pioneer Trail Construction Loans] [Working
Capital Loans].

     

    (iv)         The
Proposed Borrowing is to consist of [Base Rate Loans] [Eurodollar
Loans].

    

      
        

      

    

    
      	
              1

            	
              At
      least three Business Days prior to the date of Proposed Borrowing in the
      case of Eurodollar Loans and one Business Day in the case of Base Rate
      Loans.

            


    

    
      	
              2

            	
              Include
      as applicable.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Exhibit
A

    Page
2

     

    [(v)           The
initial Interest Period for the Proposed Borrowing is ____ [months] and such
Interest Period shall expire __________, ____.]3

     

    [(v)][(vi)]           [The
Loan proceeds shall be deposited into [Buffalo Lake Construction Account/Pioneer
Trail Construction Account].]4 [[The
Working Capital Loan proceeds shall be deposited into [Project Revenues
Collection Account/Hedging Revenues Account/Margin Account.] [The Borrowers’
Agent requests the Administrative Agent to deposit the Working Capital Loan
proceeds directly to the hedging counterparties pursuant to Section 2.6(ii) of
the Credit Agreement and confirms that (A) it gave a prior written notice to the
Administrative Agent, and (B) such payments are permitted under the Risk
Management Policy and under Section 5.31 of the Credit Agreement.]]5

     

    The
undersigned hereby certifies that the following statements are true on the date
hereof, and will be true on the date of the Proposed Borrowing:

     

    (A)           The
date of the Proposed Borrowing is a Business Day;

     

    (B)           Each
of the conditions precedent contained in Sections 3.3 and 3.5 of the Credit
Agreement has been fully satisfied;

     

    (C)           The
representations and warranties contained in Section 4 of the Credit Agreement
are true and correct in all material respects, before and after giving effect to
the Proposed Borrowing and to the application of the proceeds thereof, as though
made on and as of such date (or if expressly stated to have been made as of an
earlier date, were true and correct as of such date); [and]

     

    (D)           No
Default or Event of Default has occurred and is continuing, or would result from
such Proposed Borrowing or from the application of the proceeds thereof; and]
[.]

     

    
      

    

    
      	
              3

            	
              To
      be included for a Proposed Borrowing of Eurodollar
  Loans.

            


    

    


    
      	
              4

            	
              In
      case of Borrowing of Construction Loans or any Excess Construction Loan
      Commitment, specify Construction Account into which proceeds should be
      deposited. See
      Section 2.3(vi) of the Credit
Agreement.

            


    

    


    
      	
              5

            	
              In
      case of Borrowing of Working Capital Loans, specify account into which
      proceeds should be deposited.  See Section 2.6 of the
      Credit Agreement.

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    
      Exhibit
A

      Page
3

       

    

    [(E)           The
Ratio of Debt to Total Project Costs is no more than [0.60:1.00] and is equal to
[__]:]__].]6

     

    
      
        
          	
                  Very
      truly yours,

                
	 
      
	
                  BFE
      OPERATING COMPANY, LLC, as

                
	
                    Borrowers’
      Agent

                
	 
      	 
      
	
                  By:

                	
                   
        

                
	 
      	
                  Name:

                
	 
      	
                  Title:

                


        

      

    

    


    
      

    

    
      	
              6

            	
              To
      be included in the case of a Proposed Borrowing of Working Capital
      Loans.

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    EXHIBIT
B-1-A

    to

    Credit
Agreement

     

    [FORM OF BUFFALO LAKE CONSTRUCTION
NOTE]

     

    BUFFALO LAKE CONSTRUCTION
NOTE

     

    
      	
              U.S.
      $[   ]

            	
              New
      York, New York

            
	 
      	
              [Date]

            


    

    


    Each of
BFE OPERATING COMPANY, LLC, a limited liability company organized and existing
under the laws of the State of Delaware (“Opco”), BUFFALO LAKE
ENERGY, LLC, a limited liability company organized and existing under the laws
of the State of Delaware (“Buffalo Lake”), and
PIONEER TRAIL ENERGY, LLC, a limited liability company organized and existing
under the laws of the State of Delaware (“Pioneer Trail” and,
together with Opco and Buffalo Lake, the “Borrowers”, each, a
“Borrower”),
FOR VALUE RECEIVED, hereby promises to pay on the Term Date (as defined in the
Credit Agreement referred to below) to [_________________________] or registered
assigns (the “Lender”), for the
account of its Applicable Lending Office (as defined in the Credit Agreement),
in accordance with the Credit Agreement referred to below, the principal sum of
U.S. $[__________], or so much thereof as shall constitute Construction Loans
(as defined in the Credit Agreement) which have been lent by the Lender to each
Borrower pursuant to the Credit Agreement referred to below, in lawful money of
the United States of America (in freely transferable U.S. dollars and in
immediately available funds).

     

    Each
Borrower promises also to pay interest on the unpaid principal amount hereof in
like money from the date hereof until paid in full at the rate per annum which
shall be determined in accordance with the provisions of the Credit Agreement,
said interest to be payable at the times and at the place provided for in the
Credit Agreement.

     

    The
Obligations (as defined in the Credit Agreement) of each Borrower under this
Buffalo Lake Construction Note shall constitute the joint and several
obligations of all Borrowers, and references to any Borrower or to the Borrowers
in this Buffalo Lake Construction Note shall mean and include all Borrowers or,
where the context permits, any of the Borrowers.  All undertakings,
agreements and obligations of each Borrower expressed or implied in this Buffalo
Lake Construction Note shall, unless the context requires otherwise, be deemed
to be made, given or assumed by the Borrowers jointly and
severally.

     

    The
Lender is hereby authorized by each Borrower to endorse on the schedule attached
to this Buffalo Lake Construction Note (or any continuation thereof) the amount
of, and the duration of each Interest Period (if applicable) for, each
Construction Loan made by the Lender to each Borrower under the Credit
Agreement, the date such Construction Loan is made and the amount of each
payment or prepayment of principal of such Construction Loan received by the
Lender; provided that any
failure by the Lender to make any such endorsement or any error therein shall
not affect the Obligations of any Borrower hereunder or under the Credit
Agreement in respect of such Construction Loan.  Each Borrower
acknowledges that the Lender will, pursuant to Section 2.7(a) of the Credit
Agreement, maintain an account or accounts evidencing the indebtedness of the
Borrowers to the Lender as a result of such Construction Loan made by the
Lender, and each Borrower agrees that such entries made by the Lender shall
constitute prima facie
evidence of the existence and amounts of such Construction Loan and other
obligations therein recorded; provided, however, that the
failure of the Lender to maintain such account or accounts, or any error
therein, shall not in any manner affect the obligations of any Borrower
hereunder or under the Credit Agreement in respect of such Construction
Loan.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Page 2

     

    This
Buffalo Lake Construction Note is one of the Notes referred to in the Credit
Agreement dated as of September 25, 2006 among the Borrowers, Opco, as
Borrowers’ Agent, the Lender along with the other financial institutions party
thereto, as Lenders, BNP Paribas, as Administrative Agent and Arranger, and
Deutsche Bank Trust Company Americas, as Collateral Agent (as from time to time
in effect, the “Credit
Agreement”), and is entitled to the benefits thereof.  This
Buffalo Lake Construction Note is secured by the Security Documents (as defined
in the Credit Agreement). This Buffalo Lake Construction Note is subject to
repayment and prepayment, in whole or in part, as specified in the Credit
Agreement, and Loans made under the Credit Agreement may be converted from one
Type (as defined in the Credit Agreement) into another Type to the extent
provided in the Credit Agreement.

     

    In case
an Event of Default (as defined in the Credit Agreement) shall occur and be
continuing, the principal of and accrued interest on this Buffalo Lake
Construction Note may be declared to be due and payable in the manner and with
the effect provided in the Credit Agreement.

     

    Each
Borrower hereby waives presentment, demand, protest or notice of any kind in
connection with this Buffalo Lake Construction Note.

     

    Recourse
under this Buffalo Lake Construction Note is limited in accordance with Section
9.19 of the Credit Agreement.

     

    THIS
BUFFALO LAKE CONSTRUCTION NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

     

    
      
        
          
            	 
      	
                    BFE
      OPERATING COMPANY, LLC

                  
	 
      	 
      	 
      
	 
      	
                    By:

                  	 
      
	 
      	 
      	
                    Name:

                  
	 
      	 
      	
                    Title:

                  


          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Page 3

     

    
      
        
          
            
              
                
                  	 
      	
                          BUFFALO
      LAKE ENERGY, LLC

                        
	 
      	 
      	 
      
	 
      	
                          By:

                        	 
      
	 
      	 
      	
                          Name:

                        
	 
      	 
      	
                          Title:

                        
	 	 
	 
      	
                          PIONEER
      TRAIL ENERGY. LLC

                        
	 
      	 
      	 
      
	 
      	
                          By:

                        	 
      
	 
      	 
      	
                          Name:

                        
	 
      	 
      	
                          Title:

                        


                

              

            

          

        

      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
B-1-B

    to

    Credit
Agreement

     

    [FORM OF PIONEER TRAIL CONSTRUCTION
NOTE]

     

    PIONEER TRAIL CONSTRUCTION
NOTE

     

    
      	
              U.S.
      $[   ]

            	
              New
      York, New York

            
	 
      	
              [Date]

            


    

    


    Each of
BFE OPERATING COMPANY, LLC, a limited liability company organized and existing
under the laws of the State of Delaware (“Opco”), BUFFALO LAKE
ENERGY, LLC, a limited liability company organized and existing under the laws
of the State of Delaware (“Buffalo Lake”), and
PIONEER TRAIL ENERGY, LLC, a limited liability company organized and existing
under the laws of the State of Delaware (“Pioneer Trail” and,
together with Opco and Buffalo Lake, the “Borrowers”, each, a
“Borrower”),
FOR VALUE RECEIVED, hereby promises to pay on the Term Date (as defined in the
Credit Agreement referred to below) to [_________________________] or registered
assigns (the “Lender”), for the
account of its Applicable Lending Office (as defined in the Credit Agreement),
in accordance with the Credit Agreement referred to below, the principal sum of
U.S. $[__________], or so much thereof as shall constitute Construction Loans
(as defined in the Credit Agreement) which have been lent by the Lender to each
Borrower pursuant to the Credit Agreement referred to below, in lawful money of
the United States of America (in freely transferable U.S. dollars and in
immediately available funds).

     

    Each
Borrower promises also to pay interest on the unpaid principal amount hereof in
like money from the date hereof until paid in full at the rate per annum which
shall be determined in accordance with the provisions of the Credit Agreement,
said interest to be payable at the times and at the place provided for in the
Credit Agreement.

     

    The
Obligations (as defined in the Credit Agreement) of each Borrower under this
Pioneer Trail Construction Note shall constitute the joint and several
obligations of all Borrowers, and references to any Borrower or to the Borrowers
in this Pioneer Trail Construction Note shall mean and include all Borrowers or,
where the context permits, any of the Borrowers.  All undertakings,
agreements and obligations of each Borrower expressed or implied in this Pioneer
Trail Construction Note shall, unless the context requires otherwise, be deemed
to be made, given or assumed by the Borrowers jointly and
severally.

     

    The
Lender is hereby authorized by each Borrower to endorse on the schedule attached
to this Pioneer Trail Construction Note (or any continuation thereof) the amount
of, and the duration of each Interest Period (if applicable) for, each
Construction Loan made by the Lender to each Borrower under the Credit
Agreement, the date such Construction Loan is made and the amount of each
payment or prepayment of principal of such Construction Loan received by the
Lender; provided that any
failure by the Lender to make any such endorsement or any error therein shall
not affect the Obligations of any Borrower hereunder or under the Credit
Agreement in respect of such Construction Loan.  Each Borrower
acknowledges that the Lender will, pursuant to Section 2.7(a) of the Credit
Agreement, maintain an account or accounts evidencing the indebtedness of the
Borrowers to the Lender as a result of such Construction Loan made by the
Lender, and each Borrower agrees that such entries made by the Lender shall
constitute prima facie
evidence of the existence and amounts of such Construction Loan and other
obligations therein recorded; provided, however, that the
failure of the Lender to maintain such account or accounts, or any error
therein, shall not in any manner affect the obligations of any Borrower
hereunder or under the Credit Agreement in respect of such Construction
Loan.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Page 2

     

    This
Pioneer Trail Construction Note is one of the Notes referred to in the Credit
Agreement dated as of September 25, 2006 among the Borrowers, Opco, as
Borrowers’ Agent, the Lender along with the other financial institutions party
thereto, as Lenders, BNP Paribas, as Administrative Agent and Arranger, and
Deutsche Bank Trust Company Americas, as Collateral Agent (as from time to time
in effect, the “Credit
Agreement”), and is entitled to the benefits thereof.  This
Pioneer Trail Construction Note is secured by the Security Documents (as defined
in the Credit Agreement). This Pioneer Trail Construction Note is subject to
repayment and prepayment, in whole or in part, as specified in the Credit
Agreement, and Loans made under the Credit Agreement may be converted from one
Type (as defined in the Credit Agreement) into another Type to the extent
provided in the Credit Agreement.

     

    In case
an Event of Default (as defined in the Credit Agreement) shall occur and be
continuing, the principal of and accrued interest on this Pioneer Trail
Construction Note may be declared to be due and payable in the manner and with
the effect provided in the Credit Agreement.

     

    Each
Borrower hereby waives presentment, demand, protest or notice of any kind in
connection with this Pioneer Trail Construction Note.

     

    Recourse
under this Pioneer Trail Construction Note is limited in accordance with Section
9.19 of the Credit Agreement.

     

    THIS
PIONEER TRAIL CONSTRUCTION NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

     

    
      
        
          
            	 
      	
                    BFE
      OPERATING COMPANY, LLC

                  
	 
      	 
      	 
      
	 
      	
                    By:

                  	 
      
	 
      	 
      	
                    Name:

                  
	 
      	 
      	
                    Title:

                  


          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Page 3

     

    
      
        
          
            
              
                
                  	 
      	
                          BUFFALO
      LAKE ENERGY, LLC

                        
	 
      	 
      	 
      
	 
      	
                          By:

                        	 
      
	 
      	 
      	
                          Name:

                        
	 
      	 
      	
                          Title:

                        
	 	 
	 
      	
                          PIONEER
      TRAIL ENERGY. LLC

                        
	 
      	 
      	 
      
	 
      	
                          By:

                        	 
      
	 
      	 
      	
                          Name:

                        
	 
      	 
      	
                          Title:

                        


                

              

            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
B-2

     

    [FORM OF TERM
NOTE]

     

    TERM
NOTE

     

    
      	
              U.S.
      $[   ]

            	
              New
      York, New York

            
	 
      	
              [Date]

            


    

    


    Each of
BFE OPERATING COMPANY, LLC, a limited liability company organized and existing
under the laws of the State of Delaware (“Opco”), BUFFALO LAKE
ENERGY, LLC, a limited liability company organized and existing under the laws
of the State of Delaware (“Buffalo Lake”), and
PIONEER TRAIL ENERGY, LLC, a limited liability company organized and existing
under the laws of the State of Delaware (“Pioneer Trail” and,
together with Opco and Buffalo Lake, the “Borrowers”, each, a
“Borrower”),
FOR VALUE RECEIVED, hereby promises to pay on the Term Loan Maturity Date (as
defined in the Credit Agreement referred to below) to
[_________________________] or registered assigns (the “Lender”), for the
account of its Applicable Lending Office (as defined in the Credit Agreement),
in accordance with the Credit Agreement referred to below, the principal sum of
U.S. $[__________], or so much thereof as shall constitute Term Loans (as
defined in the Credit Agreement) which have been lent by the Lender to each
Borrower pursuant to the Credit Agreement referred to below, in lawful money of
the United States of America (in freely transferable U.S. dollars and in
immediately available funds).

     

    Each
Borrower promises also to pay interest on the unpaid principal amount hereof in
like money from the date hereof until paid in full at the rate per annum which
shall be determined in accordance with the provisions of the Credit Agreement,
said interest to be payable at the times and at the place provided for in the
Credit Agreement.

     

    The
Obligations (as defined in the Credit Agreement) of each Borrower under this
Term Note shall constitute the joint and several obligations of all Borrowers,
and references to any Borrower or to the Borrowers in this Term Note shall mean
and include all Borrowers or, where the context permits, any of the
Borrowers.  All undertakings, agreements and obligations of each
Borrower expressed or implied in this Term Note shall, unless the context
requires otherwise, be deemed to be made, given or assumed by the Borrowers
jointly and severally.

     

    The
Lender is hereby authorized by each Borrower to endorse on the schedule attached
to this Term Note (or any continuation thereof) the amount of, and the duration
of each Interest Period (if applicable) for, the Term Loan made by the Lender to
each Borrower under the Credit Agreement, the date such Term Loan is made and
the amount of each payment or prepayment of principal of such Term Loan received
by the Lender, provided that any
failure by the Lender to make any such endorsement or any error therein shall
not affect the Obligations of any Borrower hereunder or under the Credit
Agreement in respect of such Term Loan.  Each Borrower acknowledges
that the Lender will, pursuant to Section 2.7(a) of the Credit Agreement,
maintain an account or accounts evidencing the indebtedness of the Borrowers to
the Lender as a result of such Term Loan made by the Lender, and each Borrower
agrees that such entries made by the Lender shall constitute prima facie evidence of the
existence and amounts of such Term Loan and other Obligations therein recorded;
provided, however, that the
failure of the Lender to maintain such account or accounts, or any error
therein, shall not in any manner affect the obligations of any Borrower
hereunder or under the Credit Agreement in respect of such Term
Loan.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Page 2

     

    This Term
Note is one of the Notes referred to in the Credit Agreement dated as of
September 25, 2006 among the Borrowers, Opco, as Borrowers’ Agent, the Lender
along with the other financial institutions party thereto, as Lenders, BNP
Paribas, as Administrative Agent and Arranger, and Deutsche Bank Trust Company
Americas, as Collateral Agent (as from time to time in effect, the “Credit Agreement”),
and is entitled to the benefits thereof.  This Term Note is secured by
the Security Documents (as defined in the Credit Agreement). This Term Note is
subject to repayment and prepayment, in whole or in part, as specified in the
Credit Agreement, and Loans made under the Credit Agreement may be converted
from one Type (as defined in the Credit Agreement) into another Type to the
extent provided in the Credit Agreement.

     

    In case
an Event of Default (as defined in the Credit Agreement) shall occur and be
continuing, the principal of and accrued interest on this Term Note may be
declared to be due and payable in the manner and with the effect provided in the
Credit Agreement.

     

    Each
Borrower hereby waives presentment, demand, protest or notice of any kind in
connection with this Term Note.

     

    Recourse
under this Term Note is limited in accordance with Section 9.19 of the Credit
Agreement.

     

    THIS TERM
NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK.

     

    
      
        
          
            	 
      	
                    BFE
      OPERATING COMPANY, LLC

                  
	 
      	 
      	 
      
	 
      	
                    By:

                  	 
      
	 
      	 
      	
                    Name:

                  
	 
      	 
      	
                    Title:

                  


          

        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      	 
      	
                              BUFFALO
      LAKE ENERGY, LLC

                            
	 
      	 
      	 
      
	 
      	
                              By:

                            	 
      
	 
      	 
      	
                              Name:

                            
	 
      	 
      	
                              Title:

                            


                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Page 3

     

    
      
        
          
            
              
                
                  
                    
                      	 
      	
                              PIONEER
      TRAIL ENERGY. LLC

                            
	 
      	 
      	 
      
	 
      	
                              By:

                            	 
      
	 
      	 
      	
                              Name:

                            
	 
      	 
      	
                              Title:

                            


                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
B-3

    to

    Credit
Agreement

     

     [FORM OF WORKING CAPITAL
NOTE]

     

    WORKING CAPITAL
NOTE

     

    
      	
              U.S.
      $[  ]

            	 
      	
              New
      York, New York

            
	 
      	 
      	
              [Date]

            


    

    


    Each of
BFE OPERATING COMPANY, LLC, a limited liability company organized and existing
under the laws of the State of Delaware (“Opco”), BUFFALO LAKE
ENERGY, LLC, a limited liability company organized and existing under the laws
of the State of Delaware (“Buffalo Lake”), and
PIONEER TRAIL ENERGY, LLC, a limited liability company organized and existing
under the laws of the State of Delaware (“Pioneer Trail” and,
together with Opco and Buffalo Lake, the “Borrowers”), FOR
VALUE RECEIVED, hereby promises to pay on the Working Capital Loan Maturity Date
(as defined in the Credit Agreement referred to below) to
[_________________________] or registered assigns (the “Lender”), for the
account of its Applicable Lending Office (as defined in the Credit Agreement),
in accordance with the Credit Agreement referred to below, the principal sum of
U.S. $[__________], or so much thereof as shall constitute Working Capital Loans
(as defined in the Credit Agreement) which have been lent by the Lender to each
Borrower pursuant to the Credit Agreement referred to below, in lawful money of
the United States of America (in freely transferable U.S. dollars and in
immediately available funds).

     

    Each
Borrower promises also to pay interest on the unpaid principal amount of each
Working Capital Loan made by the Lender in like money from the date hereof until
paid in full at the rates provided in the Credit Agreement, said interest to be
payable at the times and at the place provided for in the Credit
Agreement.

     

    The
Obligations (as defined in the Credit Agreement) of each Borrower under this
Working Capital Note shall constitute the joint and several obligations of all
Borrowers, and references to any Borrower or to the Borrowers in this Working
Capital Note shall mean and include all Borrowers or, where the context permits,
any of the Borrowers.  All undertakings, agreements and obligations of
each Borrower expressed or implied in this Working Capital Note shall, unless
the context requires otherwise, be deemed to be made, given or assumed by the
Borrowers jointly and severally.

     

    The
Lender is hereby authorized by each Borrower to endorse on the schedule attached
to this Working Capital Note (or any continuation thereof) the amount of, and
the duration of each Interest Period (if applicable) for, the Working Capital
Loan made by the Lender to the Borrowers under the Credit Agreement, the date
such Working Capital Loan is made and the amount of each payment or prepayment
of principal of such Working Capital Loan received by the Lender; provided that any
failure by the Lender to make any such endorsement or any error therein shall
not affect the Obligations of any Borrower hereunder or under the Credit
Agreement in respect of such Working Capital Loan.  Each Borrower
acknowledges that the Lender will, pursuant to Section 2.7(a) of the Credit
Agreement, maintain an account or accounts evidencing the indebtedness of the
Borrowers to the Lender as a result of such Working Capital Loan made by the
Lender, and each Borrower agrees that such entries made by the Lender shall
constitute prima facie
evidence of the existence and amounts of such Working Capital Loan and other
Obligations therein recorded; provided, however, that the
failure of the Lender to maintain such account or accounts, or any error
therein, shall not in any manner affect the obligations of any Borrower
hereunder or under the Credit Agreement in respect of such Working Capital
Loan.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
B-3

    Page
2

     

    This
Working Capital Note is one of the Notes referred to in the Credit Agreement
dated as of September 25, 2006 among the Borrowers, Opco, as Borrowers’ Agent,
the Lender along with the other financial institutions party thereto, as
Lenders, BNP Paribas, as Administrative Agent and Arranger, and Deutsche Bank
Trust Company Americas, as Collateral Agent (as from time to time in effect, the
“Credit
Agreement”), and is entitled to the benefits thereof.  This
Working Capital Note is secured by the Security Documents (as defined in the
Credit Agreement). This Working Capital Note is subject to voluntary prepayment
and mandatory repayment prior to the Working Capital Loan Maturity Date, in
whole or in part, as specified in the Credit Agreement, and Working Capital
Loans made under the Credit Agreement may be converted from one Type (as defined
in the Credit Agreement) into another Type to the extent provided in the Credit
Agreement.

     

    In case
an Event of Default (as defined in the Credit Agreement) shall occur and be
continuing, the principal of and accrued interest on this Working Capital Note
may be declared to be due and payable in the manner and with the effect provided
in the Credit Agreement.

     

    Each
Borrower hereby waives presentment, demand, protest or notice of any kind in
connection with this Working Capital Note.

     

    Recourse
under this Working Capital Note is limited in accordance with Section 9.19 of
the Credit Agreement.

     

    THIS
WORKING CAPITAL NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY
THE LAWS OF THE STATE OF NEW YORK.

     

    
      
        
          
            	 
      	
                    BFE
      OPERATING COMPANY, LLC

                  
	 
      	 
      	 
      
	 
      	
                    By:

                  	 
      
	 
      	 
      	
                    Name:

                  
	 
      	 
      	
                    Title:

                  


          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
B-3

    Page
3

    


    
      
        
          
            
              
                	 
      	
                        BUFFALO
      LAKE ENERGY, LLC

                      
	 
      	 
      	 
      
	 
      	
                        By:

                      	 
      
	 
      	 
      	
                        Name:

                      
	 
      	 
      	
                        Title:

                      
	 
      	 
      	 
      
	 
      	
                        PIONEER
      TRAIL ENERGY. LLC

                      
	 
      	 
      	 
      
	 
      	
                        By:

                      	 
      
	 
      	 
      	
                        Name:

                      
	 
      	 
      	
                        Title:

                      


              

            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
C

    to

    Credit
Agreement

     

    [FORM OF PROCESS AGENT
LETTER]

     

    [LETTERHEAD
OF PROCESS AGENT]

     

    [DATE]

     

    To those
Persons Listed on Schedule I

    c/o
[INSERT NAME AND ADDRESS

    OF EACH BORROWER AND BORROWERS’
AGENT]

     

    Deutsche
Bank Trust Company Americas

    [INSERT
ADDRESS

    OF
COLLATERAL AGENT]

     

    Ladies
and Gentlemen:

     

    Reference
is made to that certain Credit Agreement, dated as of September 25, 2006, among
BFE Operating Company, LLC, as Borrower, Buffalo Lake Energy, LLC, as Borrower,
Pioneer Trail Energy, LLC, as Borrower, BFE Operating Company, LLC, as
Borrowers’ Agent, the Lenders from time to time party thereto, BNP Paribas, as
Administrative Agent and Arranger, and Deutsche Bank Trust Company Americas, as
Collateral Agent, and such Financing Documents to which the Credit Parties, as
defined below, are or are intended to be a party.

     

    Unless
otherwise defined herein, capitalized terms used herein are as defined in the
Credit Agreement.

     

    Each of
the companies set forth on Schedule I hereto (the “Credit Parties”),
pursuant to the Credit Agreement and in connection with the transactions
contemplated thereby, has irrevocably designated and appointed CT Corporation
System (with an office on the date hereof at 111 Eighth Avenue, New York, New
York 10011, U.S.A.) as its agent in its name, place and stead to accept service
on its behalf of all writs, process, summonses and complaints in any action,
suit or proceeding brought in the State of New York arising out of or relating
to the Credit Agreement and/or any of the Financing Documents to which such
Credit Party is a party.

     

    The
undersigned hereby irrevocably accepts each such appointment as agent and agrees
with each Credit Party that (a) the undersigned will maintain an office in New
York City until such time as a successor agent shall be appointed by irrevocable
powers of attorney in form and substance acceptable to such Credit Party, and
such successor agent shall have delivered a letter to such Credit Party
accepting its appointment, (b) the undersigned will perform its duties as agent
in accordance with the Credit Agreement, the Financing Documents and this
letter, and (c) the undersigned shall forward promptly to the relevant Credit
Party at c/o [insert name and
address of each Borrower and Borrowers’ Agent] (or at such other address
as such Credit Party shall hereafter notify us), copies of any writs, process,
summonses or complaints which the undersigned receives in connection with its
appointment as agent.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
C

    Page 2

    


    This
acceptance and agreement shall be governed by the laws of the State of New
York.

     

    This
acceptance and agreement shall be binding upon the undersigned and all
successors of the undersigned.

     

    
      	 
      	
              Very
      truly yours,

            
	 
      	 
      
	 
      	
              CT
      CORPORATION SYSTEM

            
	 
      	 
      
	 
      	
              By:_________________________________

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
I

    to

    Exhibit
C


     

    SCHEDULE
I


     

    LIST OF
CREDIT PARTIES

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
D-1-[A]/[B]

    to

    Credit
Agreement

    


    [FORM OF [BUFFALO
LAKE] [PIONEER TRAIL]
CONSTRUCTION REQUISITION]

     

    [BUFFALO LAKE] [PIONEER
TRAIL] CONSTRUCTION REQUISITION

    NO.
____

     

    [Date]

     

    BNP
Paribas,

    as Administrative Agent for the Lenders
party

    to the Credit Agreement referred to
below

    787
Seventh Avenue

    New York,
NY 10019

    Attention:
Barrette Palmer

     

    
      	
              cc:

            	
              Deutsche
      Bank Trust Company Americas

            


    

    
      	
               
      

            	
              60
      Wall Street, 27th Floor

            


    

    
      	
               
      

            	
              Mail
      Stop: NYC60-2710

            


    

    
      	
               
      

            	
              New
      York, NY 10005

            


    

    
      	
               
      

            	
              Attention:
      Manager, Project Finance Group

            


    

     

    
      	
               
      

            	
              Re:

            	
              Credit
      Agreement dated as of September 25, 2006 (as amended, supplemented or
      modified and in effect from time to time, the “Credit
      Agreement”) among BFE Operating Company, LLC (“Opco”), Buffalo
      Lake Energy, LLC (“Buffalo Lake”),
      Pioneer Trail Energy, LLC (“Pioneer Trail”
      and, together with Opco and Buffalo Lake, the “Borrowers”),
      Opco, as Borrowers’ Agent (the “Borrowers’
      Agent”), the Lenders party thereto, BNP Paribas, as Administrative
      Agent and Arranger, and Deutsche Bank Trust Company Americas, as
      Collateral Agent; and Collateral Account Agreement dated as of September
      25, 2006 (as amended, supplemented or modified and in effect from time to
      time, the “Account
      Agreement”) among the Borrowers, the Borrowers’ Agent, the
      Collateral Agent, and Deutsche Bank Trust Company Americas, as Depositary
      Agent.

            


    

     

    Ladies
and Gentlemen:

     

    This
[Buffalo Lake][Pioneer Trail] Construction Requisition (this “Construction
Requisition”) is delivered to you pursuant to Section 3.3(a) of the
Credit Agreement and Section 4.1 of the Account Agreement and covers the payment
of Project Costs which have been paid, are due and payable, or will become due
and payable during the thirty-day period beginning on the date set forth in
paragraph 1 below, or if this Construction Requisition is being delivered
exclusively in connection with the application of Project Revenues to the
payment of [Buffalo Lake Project Costs][Pioneer Trail Project Costs], the
earliest date set forth in Part I of Attachment I hereto (the “Construction
Period”). Each capitalized term used herein and not otherwise defined
herein shall have the definition assigned to that term in the Credit
Agreement.  With respect to this Construction Requisition, the
Borrowers’ Agent hereby certifies as follows:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT D-1

    Page 2

     

    
      	
              1.1

            	
              [(a)
      The Borrowers’ Agent intends to deliver to the Administrative Agent a
      Notice of Borrowing in respect of [Buffalo Lake Construction
      Loans][Pioneer Trail Construction Loans] in the aggregate principal amount
      of [__________] Dollars ($[__________]). The Disbursement Date with
      respect to such Construction Loans shall be
  [__________].]

            


    

     

    [(b) Each
of the Borrowers wishes to apply equity contributions on deposit in the [Buffalo
Lake Construction Account][Pioneer Trail Construction Account] in the aggregate
amount of [__________] Dollars ($[__________]) to the payment of [Buffalo Lake
Project Costs][Pioneer Trail Project Costs] as hereinafter
described.]

     

    [(c) Each
of the Borrowers wishes to apply the Project Revenues on deposit in the
Sub-Account within the [Buffalo Lake Construction Account/Pioneer Trail
Construction Account] in the aggregate amount of [__________] Dollars
($[__________]) to the payment of [Buffalo Lake Project Costs/Pioneer Trail
Project Costs] consisting of interest and fees on the [Buffalo Lake Construction
Loans/Pioneer Trail Construction Loans] and [Buffalo Lake Operation and
Maintenance Expenses/Pioneer Trail Operation and Maintenance Expenses] in
accordance with Section [4.1(d)] [4.1(h)] of the Account Agreement as
hereinafter described.]

     

    
      	
              2.

            	
              Set
      forth on Part I of Attachment I attached hereto is the following
      information:  (a) the name of each Person to whom any payment is
      to be made from the amounts described in paragraph 1 above, (b) an
      accurate description of the work performed, services rendered, materials,
      equipment or supplies delivered or such other purpose for which each such
      payment was or is to be made, (c) the aggregate amount of each such
      payment, (d) the proposed date of each such payment, and (e) the payment
      or wire transfer instructions for each such
  payment.

            


    

     

    [The
amounts to be withdrawn from the [Buffalo Lake Construction Account/Pioneer
Trail Construction Account] pursuant to this Construction Requisition will be
used to pay [Buffalo Lake Project Costs/Pioneer Trail Project Costs] which have
been paid, or are due and payable, or will become due and payable [after the
date of the Credit Agreement]2 [during
the Buffalo Lake Construction Loan Availability Period][during the Pioneer Trail
Construction Loan Availability Period].] [The amounts to be withdrawn from the
Sub-Account within the [Buffalo Lake Construction Account/Pioneer Trail
Construction Account] pursuant to this Construction Requisition will be used to
pay the [Buffalo Lake Project Costs/Pioneer Trail Project Costs] consisting of
interest and fees on the [Buffalo Lake Construction Loans/Pioneer Trail
Construction Loans] and [Buffalo Lake Operation and Maintenance Expenses/Pioneer
Trail Operation and Maintenance Expenses] which have been paid, or are due and
payable, or will become due and payable during the [Buffalo Lake Construction
Loan Availability Period][Pioneer Trail Construction Loan Availability
Period.]]

     

    
      
        
1 Insert
applicable paragraph(s).

    

    2
Applicable prior to the Closing Date.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
D-1

    Page
3

    
 

    
      	
              3.

            	
              Attached
      hereto as Attachment II are copies of all invoices, payment applications
      and other written information with respect to each item set forth on
      Schedule 1 and, in the case of any amount set forth on Part I of
      Attachment I payable to the EPC Contractor, a true and complete copy of
      the applicable progress report and payment request submitted to [Buffalo
      Lake] [Pioneer Trail] by the EPC Contractor.  The proposed
      application of amounts to be withdrawn from the [Buffalo Lake Construction
      Account][Pioneer Trail Construction Account] pursuant to this Construction
      Requisition complies with the applicable requirements contained in the
      Credit Agreement (including Section 5.20 thereof) and the Account
      Agreement.

            


    

     

    
      	
              4.

            	
              The
      [Buffalo Lake Project Costs][Pioneer Trail Project Costs] for which
      payment is requested under this Construction Requisition have not been the
      basis for any prior Construction Requisition by any
      Borrower.  Furthermore, all amounts previously drawn from the
      [Buffalo Lake Construction Account][Pioneer Trail Construction Account]
      have been applied to pay [Buffalo Lake Project Costs][Pioneer Trail
      Project Costs] listed on the applicable Construction Requisition with
      respect to which such amounts were
drawn.

            


    

     

    
      	
              5.

            	
              Attached
      hereto as Attachment III are copies of partial lien waivers executed by
      the EPC Contractor covering all work, labor and materials done, performed
      or furnished for or to [Buffalo Lake][Pioneer Trail] as of the date
      hereof.

            


    

     

    
      	
              6.

            	
              All
      Scope Change Orders entered into by [Buffalo Lake][Pioneer Trail] which
      required the approval of any Lender have been so approved in accordance
      with Section 5.25 of the Credit
Agreement.

            


    

     

    
      	
              7.

            	
              The
      work under the [Buffalo Lake EPC Contract][Pioneer Trail EPC Contract] in
      respect of which payment is requested pursuant to this Construction
      Requisition has been performed in accordance with the [Buffalo Lake EPC
      Contract][Pioneer Trail EPC Contract], the Plans and Specifications, the
      Project Schedule and Good Industry
Practices.

            


    

     

    
      	
              8.

            	
              [From
      the date of the financial statements delivered pursuant to Section 3.1(k)
      of the Credit Agreement] [from the last Disbursement Date], no event,
      occurrence or condition that has had, or could reasonably be expected to
      have, a Material Adverse Effect has occurred and is
      continuing.

            


    

     

    
      	
              9.

            	
              The
      Borrowers estimate, in good faith, that the Buffalo Lake Commercial
      Operation Date will occur no later than the Buffalo Lake Guaranteed
      Provisional Acceptance Date, that the Pioneer Trail Commercial Operation
      Date will occur no later than the Pioneer Trail Guaranteed Provisional
      Acceptance Date, that the Project Completion Date will occur no later than
      the Date Certain and that the aggregate proceeds of the Loans, together
      with the aggregate Equity Contributions made by the Members, will be
      sufficient to achieve the Project Completion
  Date.

            


    

     

    
      	
              10.

            	
              The
      representations and warranties of each Borrower in Section 4 of the Credit
      Agreement and in any other Financing Document to which such Borrower is a
      party are true and correct on and as of the date hereof in all material
      respects as if made on and as of the date hereof (or, if stated to have
      been made solely as of an earlier date, were true and correct as of such
      date).

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Exhibit
D-1

      Page
4

       

    

    
      	
              11.

            	
              No
      Default or Event of Default has occurred and is continuing on the date
      hereof.

            


    

     

    
      	
              12.

            	
              All
      Necessary Governmental Approvals which were not obtainable or required to
      be obtained by any Borrower or any Project Participant prior to the date
      of the last Construction Requisition submitted by the Borrowers’ Agent but
      which under applicable Law are obtainable or required to be obtained as of
      the date hereof have been obtained on or prior to the date hereof and are
      final, non-appealable and in full force and
  effect.

            


    

     

    
      	
              13.

            	
              All
      conditions set forth in Sections 3.1, 3.2 and 3.3 of the Credit Agreement
      to the making of the [Buffalo Lake Construction Loans][Pioneer Trail
      Construction Loans] contemplated by this Construction Requisition have
      been (or, on or prior to the Disbursement Date with respect to such
      Construction Loans, will be)
satisfied.

            


    

     

    
      
        
          
            
              	 
      	
                      Very
      truly yours,

                    
	 
      	 
      	 
      
	 
      	
                      BFE
      OPERATING COMPANY, LLC, as
Borrowers’ Agent

                    
	 
      	 
      	 
      
	 
      	
                      By:

                    	 
      
	 
      	 
      	
                      Name:

                    
	 
      	 
      	
                      Title:

                    


            

          

        

      

    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ATTACHMENT
I

     

    to
Exhibit D-1

    (Construction
Requisition)

    


    Part
I

     

    
      
        
          
            
              
                
                  
                    
                      	
                              Name of Payee

                            	 	
                              Purpose

                            	 	
                              Amount

                              of Payment

                            	 	
                              Date
      of

                              Payment

                            	 	
                              Payment
Instructions

                            
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      


                    

                  

                

              

            

          

        

      

    

    


    Part
II

     

    The
expenditures contemplated by this Construction Requisition are contemplated by
the line item of the [Buffalo Lake Construction Budget][Pioneer Trail
Construction Budget] specified below opposite each such
expenditure.  Such payments, when added to other such payments
previously authorized, represent the percentage specified below of the aggregate
amount of such payments provided for in the [Buffalo Lake Construction
Budget][Pioneer Trail Construction Budget].

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                          Expenditure

                                        	 	
                                          Requisition

                                        	 	 	
                                          Line Item

                                        	 	
                                          Percentage

                                        	 
      
	 
      	 	 
      	 	 	 
      	 	 
      	
                                          %

                                        
	 
      	 	 
      	 	 	 
      	 	 
      	
                                          %

                                        


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Attachment
II

    Page
2

     

    to
Exhibit D-1

    (Construction
Requisition)

    


    [INVOICES
AND EPC CONTRACTOR’S PAYMENT APPLICATION]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ATTACHMENT
III

     

    to
Exhibit D-1

    (Construction
Requisition)

     

    [LIEN
WAIVERS]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
D-2

    to

    Credit
Agreement

    


    [FORM OF INDEPENDENT ENGINEER’S
CERTIFICATE]

     

    INDEPENDENT ENGINEER’S
CERTIFICATE (DRAWDOWNS)

     

    ([BUFFALO LAKE 1 [PIONEER
TRAIL])

     

    Date:__________

     

    Re:
Construction Requisition No.__________

     

    BNP
Paribas,

    as Administrative Agent for the Lenders
party

    to the Credit Agreement referred to
below

    787
Seventh Avenue

    New York,
NY 10019

    Attention:
Barrette Palmer

     

    Re:           BFE
OPERATING COMPANY, LLC, BUFFALO LAKE ENERGY, LLC AND PIONEER TRAIL ENERGY,
LLC

     

    Luminate,
LLC, acting as the “Independent Engineer” under the Credit Agreement defined
below, hereby submits this Certificate in connection with (a) the proposed
Disbursement of [Buffalo Lake Construction Loans][Pioneer Trail Construction
Loans] pursuant to the Credit Agreement, and/or (b) the proposed application of
[Project Revenues][equity contributions] pursuant to the Credit Agreement and
Account Agreement.

     

    Except as
otherwise defined herein, capitalized terms used herein shall have the meanings
assigned to such terms in the Credit Agreement, dated as of September 25, 2006
among BFE Operating Company, LLC, as Borrower, Buffalo Lake Energy, LLC, as
Borrower, Pioneer Trail Energy, LLC, as Borrower, BFE Operating Company, LLC, as
Borrowers’ Agent, the Lenders party thereto, BNP Paribas, as Administrative
Agent and Arranger, and Deutsche Bank Trust Company Americas, as Collateral
Agent (as in effect on the date hereof, the “Credit
Agreement”).

     

    The
Independent Engineer has discussed all matters believed pertinent to this
Certificate with the Borrowers’ Agent and relevant Borrower(s), the EPC
Contractor and any other third party deemed appropriate, and has made such
inspections, site visits, reviews, examinations and investigations as the
Independent Engineer believed were reasonably necessary to establish the
accuracy of this Certificate.  On the basis of the foregoing and on
the understanding and belief that the Independent Engineer has been provided
true, correct and complete information from such other parties as to the matters
covered by this Certificate, the Independent Engineer hereby certifies, in its
professional opinion, as of the date hereof, that:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
D-2

    Page
2

    


    1.           The
individual executing this Certificate is a duly authorized representative of the
Independent Engineer, authorized to execute and deliver this Certificate on
behalf of the Independent Engineer.

     

    2.           The
Independent Engineer has performed its review of the Construction Requisition
referenced above (the “Requisition”) in a
professional manner using sound project management and supervisory principles
and procedures and in accordance with the standards of care practiced by
consulting engineers in performing similar tasks on like projects and within the
scope of our appointment.  The Independent Engineer represents that it
has the required skills and capacity to perform its services in the foregoing
manner.

     

    3.           The
Independent Engineer has received all information it has requested relating to
the [Buffalo Lake EPC Contract][Pioneer Trail EPC Contract] and any other
Transaction Document and to the best of our knowledge believes that the
information is true, correct or complete.

     

    4.           With
respect to the Requisition, to the best of our knowledge, the Independent
Engineer verifies, except as may be noted below, that statements made by the
Borrowers’ Agent in the Requisition are true.

     

      
        

      

    

     

      
        

      

    

     

    5.           To
the extent practicable and within the scope of our appointment, we have verified
that the Project is being built in accordance with the Plans and Specifications,
the quality of the Work completed to date is in accordance with the [Buffalo
Lake EPC Contract] [Pioneer Trail EPC Contract], and the Independent Engineer
has no reason to believe that the Project is being built in violation of any
applicable Laws, regulations, or Governmental Approvals in effect at the time of
performance of the relevant Work, subject to the following:

     

      
        

      

       

      
        

      

    

     

    6.           To
the best of our knowledge, which knowledge is based upon our review conducted in
accordance with the scope of services as Independent Engineer, with respect to
the amount requested in the Requisition pertaining to any element of the Work
performed under the [Buffalo Lake EPC Contract][Pioneer Trail EPC Contract], (a)
the EPC Contractor is entitled to receive such amount as of the date hereof
pursuant to the terms of the [Buffalo Lake EPC Contract][Pioneer Trail EPC
Contract], (b) each such element has been completed during the past month and,
(c) except as noted below, all such Work has been satisfactorily
completed.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
D-2

    Page
3


    


    
      
        
          
            	
                    Element Not Completed

                  	 
      	
                    Value

                  
	 	 	 
	 
      	 
      	 
      
	 
      	 
      	 
      


          

        

      

    

    


    7.           The
expenditures contemplated by the Requisition (other than payments in respect of
drawdown fees and interest payable under the Mezzanine Debt Documents) set forth
below are contemplated by the line item of the [Buffalo Lake Construction
Budget][Pioneer Trail Construction Budget] specified below opposite each such
expenditure.  Such payments, when added to other such payments
previously authorized, represent the percentage specified below of the aggregate
amount of such payments provided for in the [Buffalo Lake Construction
Budget][Pioneer Trail Construction Budget].

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                            Expenditure

                                          	 	
                                            Requisition

                                          	 	
                                            Line Item

                                          	 	
                                            Percentage

                                          	 
      
	 	 	 	 	 	 	 	 
	 
      	 	 
      	 	 
      	 	 
      	
                                            %

                                          
	 
      	 	 
      	 	 
      	 	 
      	
                                            %

                                          


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    8.           To
the best of our knowledge, the Independent Engineer believes, except as may be
noted below, that all Governmental Approvals and all filings with Governmental
Authorities required to be obtained or made to date for the construction and
operation of the Project as contemplated by the Project Documents have been
obtained or made.

     

    
      

    

     

      
        

      

    

     

    9.           It
is the professional opinion of the undersigned that the Buffalo Lake Commercial
Operation Date will occur no later than the Buffalo Lake Guaranteed Provisional
Acceptance Date, that the Pioneer Trail Commercial Operation Date will occur no
later than the Pioneer Trail Guaranteed Provisional Acceptance Date, that the
Project Completion Date will occur no later than the Date Certain and that the
aggregate proceeds of the Loans plus any amounts then on deposit in the relevant
Construction Account will be sufficient to achieve the Project Completion Date
prior to the end of the relevant Construction Loan Availability Period and to
pay or provide for all anticipated non-construction costs, all as set forth in
the Construction Budget.

     

    10.           To
the best of our knowledge, the Independent Engineer believes that the EPC
Contractor has performed on a timely basis all material obligations under the
[Buffalo Lake EPC Contract][Pioneer Trail EPC Contract] as of the date hereof,
except as may be noted below.  To the best of our knowledge, the
Independent Engineer believes, except as may be noted below, that an event has
not occurred or there does not exist a default on the part of any Borrower or
the EPC Contractor under the [Buffalo Lake EPC Contract][Pioneer Trail EPC
Contract] which would permit any party to terminate the [Buffalo Lake EPC
Contract][Pioneer Trail EPC Contract] or to suspend such party’s performance
thereunder.

     

      
        

      

       

      
        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Exhibit
D-2

      Page
4

       

    

    11.           [As
of the date hereof, no Scope Change Order has been proposed and no Scope Change
Order is being contemplated for proposal in the future by any Borrower, or, to
the best knowledge of the Independent Engineer, by the EPC Contractor] [Attached
are copies of the schedules of Scope Change Order, all of which are permitted
pursuant to Section 5.25(b) of the Credit Agreement and in the professional
opinion of the undersigned, necessary for engineering, Procurement and
construction of the Project].

     

    IN
WITNESS WHEREOF, the undersigned has executed this Certificate on the date first
above written.

     

    
      
        
          
            	 
      	
                    LUMINATE,
      LLC

                  
	 
      	 
      	 
      
	 
      	
                    By:

                  	 
      
	 
      	 
      	
                    Name:

                  
	 
      	 
      	
                    Title:

                  


          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
E-1

    to

    Credit
Agreement

    


    [FORM OF BORROWER COMPLETION
CERTIFICATE]

     

    [NAME OF
BORROWER]

     

    [INSERT
CONVERSION DATE]

     

    COMPLETION
CERTIFICATE

     

    This
Certificate is being delivered by the undersigned, BFE Operating Company, LLC, a
limited liability company duly organized and validly existing under the laws of
the State of Delaware, as Borrowers’ Agent (the “Borrowers’ Agent”) in
connection with the Credit Agreement dated as of September 25, 2006 (as amended,
supplemented or modified and in effect from time to time, the “Credit Agreement”)
among BFE Operating Company, LLC, as Borrower, Buffalo Lake Energy, LLC, as
Borrower, Pioneer Trail Energy, LLC, as Borrower, BFE Operating Company, LLC, as
Borrowers’ Agent, the Lenders party thereto, BNP Paribas, as Administrative
Agent and Arranger, and Deutsche Bank Trust Company Americas, as Collateral
Agent.

     

    Each
capitalized term used herein and not otherwise defined has the meaning assigned
thereto in the Credit Agreement.

     

    After due
inquiry and to induce the Secured Parties to rely hereon and to take action in
reliance hereon, I do hereby certify that I am an Authorized Officer of the
Borrowers’ Agent, and in such capacity do hereby further certify
that:

     

    
      	
               
      

            	
              (a)

            	
              Attached
      hereto as Exhibit A are certified copies of the insurance policies
      required by Section 5.9 and Appendix C of the Credit Agreement, or
      certificates of insurance with respect thereto together with evidence of
      the payment of all premiums therefor and a certificate of the Insurance
      Advisor, certifying that insurance complying with Section 5.9 and Appendix
      C of the Credit Agreement, covering the risks referred to therein, has
      been obtained and is in full force and
effect.

            


    

     

    
      	
               
      

            	
              (b)

            	
              All
      Necessary Governmental Approvals have been duly obtained and are final,
      non-appealable and in full force and
effect.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Each
      Plant has been started up and operated, and the Substantial Completion for
      each Plant has occurred.

            


    

     

    
      	
               
      

            	
              (d)

            	
              The
      Work for each Plant (except for Punch List items the total cost of which
      to complete does not exceed Seven Hundred Fifty Thousand Dollars
      ($750,000) has been completed in accordance with the EPC Contract relating
      to such Plant and in compliance with all applicable Laws and Governmental
      Approvals, and all clearing, landscaping, lighting and paving of the Plant
      site, and all ancillary construction, upgrades and improvements necessary
      for the operation of such Plant and the Project as contemplated by the
      Transaction Documents (other than such Punch Lists items) have been
      completed.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
E-1

    Page
2

    


    
      	
               
      

            	
              (e)

            	
              The
      Performance Tests (as defined in the EPC Contract relating to such Plant)
      have been completed and the results demonstrate that each Plant (A) has
      achieved at least 95% of the Production Guarantee, (ii) at least 95% of
      the Yield Guarantee and (iii) no greater than 105% of the Consumption
      Guarantees (as such terms are defined in such EPC Contract) and (B) has
      operated in compliance with all applicable Laws and Necessary Governmental
      Approvals; and the EPC Contractor shall have paid in full all Performance
      Guarantees Payments due and payable under the EPC
    Contracts.

            


    

     

    
      	
               
      

            	
              (f)

            	
              Each
      of the Plants has completed indicative performance tests as performed by
      an independent testing company acceptable to the Administrative Agent and
      the results demonstrate that each Plant can operate in compliance with all
      applicable Laws and Necessary Government Approvals, including in the case
      of the Buffalo Lake Plant, the Air Emission Permit No. 09100060 and in the
      case of the Pioneer Trail Plant, the Permit to Construct an Air
      Contamination Source, Permit No.
CP05-0030.

            


    

     

    
      	
               
      

            	
              (g)

            	
              In
      the case of the Buffalo Lake Plant, the construction and testing of the
      Buffalo Lake Plant and the lateral private service gas pipeline (as
      described in the Buffalo Lake Gas Pipeline Construction and Management
      Agreement) has been completed and the initial delivery of gas to the
      Buffalo Lake Plant (as described in the Buffalo Lake Gas Supply and
      Transportation Agreement) has been
made.

            


    

     

    
      	
               
      

            	
              (h)

            	
              In
      the case of the Pioneer Trail Plant, the construction and testing of the
      Pioneer Trail Plant and the lateral private service gas pipeline (as
      described in the Pioneer Trail Gas Pipeline Construction and Management
      Agreement) has been completed and the initial delivery of gas to the
      Buffalo Lake Plant (as described in the Pioneer Trail Gas Supply and
      Transportation Agreement) has been
made.

            


    

     

    
      	
               
      

            	
              (i)

            	
              Each
      Effective Date (as defined therein) under each Master Agreement, Goods and
      Service Agreement, Grain Facility Lease and Rail Car Exchange Agreement
      has occurred.

            


    

     

    
      	
               
      

            	
              (j)

            	
              The
      representations and warranties made by each Borrower in Section 4 of the
      Credit Agreement and the representations and warranties made by each
      Borrower in each of the other Financing Documents to which it is a party
      are true and correct in all material respects on and as of the date hereof
      with the same force and effect as if made on and as of the date hereof
      (or, if stated to have been made solely as of an earlier date, were true
      and correct as of such date).1

            


    

     

    
      

    

    1 Please
see Section 3.4(f).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
E-1

    Page
3


     

    
      	
               
      

            	
              (k)

            	
              No
      Default or Event of Default has occurred and is continuing on the date
      hereof.

            


    

     

    
      	
               
      

            	
              (l)

            	
              The
      construction, interconnection with the Project and operation in accordance
      with the requirements of the Railroad of the turn outs from the railroad
      track adjacent to the Land and related works (that are not within the
      scope of work of the EPC Contract) have been
  completed.

            


    

     

    
      	
               
      

            	
              (m)

            	
              Each
      Borrower has purchased or leased the vehicles, locomotive, equipment,
      tools and parts set forth on Schedule 3.3 to the Credit Agreement in
      accordance with the Base Case Projections and Operating Budget for the
      first Operating Year and all such vehicles, locomotive, equipment, tools
      and parts are located at the Project site in good working
      order.

            


    

     

    IN
WITNESS WHEREOF, the undersigned has executed this certificate this ____ day of
__________, ____.

     

    
      
        
          
            	 
      	
                    BFE
      OPERATING COMPANY, LLC, as
Borrowers’ Agent

                  
	 
      	 
      	 
      
	 
      	
                    By:

                  	 
      
	 
      	 
      	
                    Name:

                  
	 
      	 
      	
                    Title:

                  


          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
E-2

    to

    Credit
Agreement

    


    [FORM OF INDEPENDENT ENGINEER
COMPLETION CERTIFICATE]

     

    INDEPENDENT ENGINEER
COMPLETION CERTIFICATE

     

    [INSERT
CONVERSION DATE]

     

    To: BNP
Paribas,

    as Administrative Agent for the Lenders
party

    to the Credit Agreement referred to
below

    787
Seventh Avenue

    New York,
NY 10019

    Attention:
Barrette Palmer

     

    Re:           BFE
OPERATING COMPANY, LLC

     

    Luminate,
LLC, acting as the “Independent Engineer” under the Credit Agreement defined
below, hereby submits this Certificate in connection with the Project Completion
Date, as defined in the Credit Agreement.

     

    Except as
otherwise defined herein, capitalized terms used herein shall have the meanings
assigned to such terms in the Credit Agreement, dated as of September 25, 2006
among BFE Operating Company, LLC, as Borrower, Buffalo Lake Energy, LLC, as
Borrower, Pioneer Trail Energy, LLC, as Borrower, BFE Operating Company, LLC, as
Borrowers’ Agent, the Lenders party thereto, BNP Paribas, as Administrative
Agent and Arranger, and Deutsche Bank Trust Company Americas, as Collateral
Agent (as in effect on the date hereof, the “Credit
Agreement”).

     

    The
Independent Engineer has discussed all matters believed pertinent to this
Certificate with each Borrower, the EPC Contractor and any other third party
deemed appropriate, and has made such inspections, site visits, reviews,
examinations and investigations as the Independent Engineer believed were
reasonably necessary to establish the accuracy of this
Certificate.  On the basis of the foregoing and on the understanding
and belief that the Independent Engineer has been provided true, correct and
complete information from such other parties as to the matters covered by this
Certificate, the Independent Engineer hereby certifies, in its professional
opinion, as of the date hereof, that:

     

    1.           The
individual executing this Certificate is a duly authorized representative of the
Independent Engineer, authorized to execute and deliver this Certificate on
behalf of the Independent Engineer.

     

    2.           The
Independent Engineer has performed its review of the Projects in a professional
manner using sound project management and supervisory principles and procedures
and in accordance with the standards of care practiced by consulting engineers
in performing similar tasks on like projects and within the scope of our
appointment.  The Independent Engineer represents that it has the
required skills and capacity to perform its services in the foregoing
manner.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
E-2

    Page 2


    


    3.           The
Independent Engineer has received all information it has requested relating to
the EPC Contracts and any other Transaction Document and, to the best of our
knowledge, believes that the information is true, correct and
complete.

     

    4.           Each
Plant has been started up and operated, and the Substantial Completion for each
Plant has occurred.

     

    5.           To
the best of our knowledge, the Work for each Plant (except for Punch List items
the total cost of which to complete does not exceed Seven Hundred Fifty Thousand
Dollars ($750,000) has been completed in accordance with the EPC Contracts and
in compliance with all applicable Laws and Governmental Approvals, and all
clearing, landscaping, lighting and paving of the Plant site, and all ancillary
construction, upgrades and improvements necessary for the operation of such
Plant and the Project as contemplated by the Transaction Documents (other than
such Punch List items) have been completed.

     

    6.           Each
Effective Date (as defined therein) under each Master Agreement, Goods and
Service Agreement, Grain Facility Lease and Rail Car Exchange Agreement has
occurred.

     

    7.           To
the best of our knowledge, all Necessary Governmental Approvals have been duly
obtained.

     

    8.           The
Performance Tests (as defined in the EPC Contract relating to such Plant) have
been completed and the results demonstrate that each Plant (A) has achieved at
least 95% of the Production Guarantee, (ii) at least 95% of the Yield Guarantee
and (iii) no greater than 105% of the Consumption Guarantees (as such terms are
defined in such EPC Contract) and (B) has operated in compliance with all
applicable Laws and Necessary Governmental Approvals; and the EPC Contractor
shall have paid in full all Performance Guarantees Payments due and payable
under the EPC Contracts.

     

    9.           Each
of the Plants has completed indicative performance tests as performed by an
independent testing company acceptable to the Administrative Agent and the
results demonstrate that each Plant can operate in compliance with all
applicable Laws and Necessary Government Approvals, including in the case of the
Buffalo Lake Plant, the Air Emission Permit No. 09100060 and in the case of the
Pioneer Trail Plant, the Permit to Construct an Air Contamination Source, Permit
No. CP05-0030.

     

    10.           In
the case of the Buffalo Lake Plant, the construction and testing of the Buffalo
Lake Plant and the lateral private service gas pipeline (as described in the
Buffalo Lake Gas Pipeline Construction and Management Agreement) has been
completed and the initial delivery of gas to the Buffalo Lake Plant (as
described in the Buffalo Lake Gas Supply and Transportation Agreement) has been
made.

     

    11.           In
the case of the Pioneer Trail Plant, the construction and testing of the Pioneer
Trail Plant and the lateral private service gas pipeline (as described in the
Pioneer Trail Gas Pipeline Construction and Management Agreement) has been
completed and the initial delivery of gas to the Pioneer Trail Plant (as
described in the Pioneer Trail Gas Supply and Transportation Agreement) has been
made.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
E-2

    Page
3 

    


    12.           The
construction, interconnection with the Project and operation in accordance with
the requirements of the Railroad of the turn outs from the railroad track
adjacent to the Land and related works (that are not within the scope of work of
the EPC Contract) have been completed.

     

    13.           Each
Borrower has purchased or leased the vehicles, locomotive, equipment, tools and
parts set forth on Schedule 3.3 to the Credit Agreement in accordance with the
Base Case Projections and Operating Budget for the first Operating Year and all
such vehicles, locomotive, equipment, tools and parts are located at the Project
site in good working order.

     

    IN
WITNESS WHEREOF, the undersigned has executed this Certificate on the date first
above written.

     

    
      
        
          
            	 
      	
                    LUMINATE,
      LLC

                  
	 
      	 
      	 
      
	 
      	
                    By:

                  	 
      
	 
      	 
      	
                    Name:

                  
	 
      	 
      	
                    Title:

                  


          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
F

    to

    Credit
Agreement

    


    [FORM OF ACKNOWLEDGMENT AND CONSENT
AGREEMENT]

     

    ACKNOWLEDGMENT
AND CONSENT AGREEMENT1

     

    ([__________]
Agreement)

     

    Acknowledgment
and Consent Agreement (this “Consent”), dated as of [_________________________],
2006, by and among [__________], a [corporation] organized and existing under
the laws of the State of [__________] (the “Contracting Party”),
[·], a limited
liability company organized under the laws of the State of Delaware (the “Borrower”), and
Deutsche Bank Trust Company Americas, as Collateral Agent (the “Collateral Agent”)
for the benefit of various financial institutions named from time to time as
Lenders under the Credit Agreement (as defined below) and any other parties (or
any of their agents) who hold any other senior secured indebtedness permitted to
be incurred under the Credit Agreement (the Collateral Agent and all such
parties collectively, the “Secured
Parties”).

     

    A.           The
Borrower has been established to undertake the construction, completion,
ownership and operation of one (1) one hundred fifteen million (115,000,000)
gallons per year of denatured fuel grade ethanol production plant to be located
in [__________], all as more fully described in the Assigned Agreement (as
hereinafter defined) (the “Facility” or the
“Project”);

     

    B.           The
Contracting Party and the Borrower have entered into [__________] (as so
amended, and as such agreement may be further amended, modified or supplemented
from time to time hereinafter in accordance with the terms hereof, the “Assigned
Agreement”);

     

    C.           The
Borrower has entered into a Credit Agreement, dated as of September 25, 2006 (as
amended, modified or supplemented from time to time, the “Credit Agreement”)
with [BFE Operating Company, LLC, as Borrower, Buffalo Lake Energy, LLC, as
Borrower, Pioneer Trail Energy, LLC, as Borrower,] BFE Operating Company, LLC,
as Borrowers’ Agent, the financial institutions named therein as Lenders, the
Collateral Agent, and BNP Paribas, as Administrative Agent and Arranger,
providing for the extension of the credit facilities described therein;
and

     

    D.           Pursuant
to the Security Agreement, dated as of September 25, 2006 (as amended, restated,
supplemented or otherwise modified from time to time in accordance with the
terms thereof, the “Security Agreement”),
between the Borrower and the Collateral Agent, the Borrower has assigned its
interest under the Assigned Agreement to the Collateral Agent as security for
the payment and performance by the Borrower of its obligations under the Credit
Agreement.

     

      
        

      

    

    1
Acknowledgement and Consent in relation to all Cargill documents follows
different form.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
F

    Page
2 

    


    NOW,
THEREFORE, the parties hereto hereby agree as follows:

     

    1.           Consent to
Assignment.  The Contracting Party hereby acknowledges and
consents to the pledge and assignment of all right, title and interest of the
Borrower in, to and under (but not its obligations, liabilities or duties with
respect to) the Assigned Agreement by the Borrower to the Collateral Agent
pursuant to the Security Agreement.

     

    2.           Representations and
Warranties.  The Contracting Party represents and warrants as
follows:

     

    (a)           Each
of this Consent and the Assigned Agreement has been duly authorized, executed
and delivered by the Contracting Party, is in full force and effect and is a
legal, valid and binding obligation of the Contracting Party enforceable against
the Contracting Party in accordance with its terms, except as the enforceability
thereof may be limited by bankruptcy, insolvency, reorganization, debt
adjustment, moratorium or other similar laws affecting creditors’ rights
generally.  Except as described in Recital B above, there are no
amendments, modifications or supplements (whether by waiver, consent or
otherwise) to the Assigned Agreement, either oral or written, as of the date
hereof.

     

    (b)           The
Borrower has complied with all conditions precedent required to be complied with
by or on behalf of the Borrower on or prior to the date hereof pursuant to the
Assigned Agreement.

     

    (c)           The
Contracting Party is a [corporation] duly organized, validly existing and in
good standing under the laws of the jurisdiction of its [incorporation]. The
Contracting Party has the [corporate] power to carry on its business as
currently being conducted and as proposed to be conducted by it.  The
Contracting Party has the [corporate] power and authority to execute and deliver
this Consent and the Assigned Agreement and to perform its obligations under
each thereof.

     

    (d)           The
execution and delivery of this Consent and the Assigned Agreement by the
Contracting Party did not, and the fulfillment and compliance with the
respective provisions hereof and thereof by the Contracting Party do not and
will not, conflict with or result in a breach of the terms, conditions or
provisions of, or constitute a default under, or result in the creation or
imposition of (or the obligation to create or impose) any lien, security
interest, charge or encumbrance upon any of the properties or assets of the
Contracting Party pursuant to the provisions of, or result in any violation of,
the [articles or by-laws] of the Contracting Party, or any applicable law,
statute, rule or regulation, or any agreement, instrument, order, judgment or
decree, to which the Contracting Party is subject.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
F

    Page
3 

    


    (e)           No
consent or approval of, or other action by or any notice to or filing with, any
court or administrative or governmental body (except those previously obtained)
was required in connection with the execution and delivery of the Assigned
Agreement, or is required in connection with the execution and delivery of this
Consent or the performance by the Contracting Party of its obligations hereunder
or thereunder.  The Contracting Party (i) has obtained all and any
authorization, consent, approval, license, ruling, permit, tariff, rate,
certification, exemption, filing, variance, claim, order, judgment, decree,
publication, notice to, declaration of or with, or registration by or with, any
government, governmental department, commission, board, bureau, agency,
regulatory authority, instrumentality, judicial or administrative body, domestic
or foreign, federal, state or local authority having jurisdiction over the
matter or matters in question, including, without limitation, those of [the
State of Nebraska], [the State of Minnesota] and the United States, and
exemptions with respect to the performance of its obligations under this Consent
and the Assigned Agreement required by applicable laws, statutes, rules and
regulations in effect as of the date hereof (the “Governmental Approvals”) and
(ii) is in compliance with all of the terms and conditions of each such
Governmental Approval.

     

    (f)           There
are no proceedings pending or, to the best of the Contracting Party’s knowledge,
threatened against or affecting the Contracting Party in any court or by or
before any governmental authority, arbitration board or tribunal that may result
in a material adverse effect upon the property, business, prospects, profits or
condition (financial or otherwise) of the Contracting Party, or the ability of
the Contracting Party to perform its obligations under this Consent and the
Assigned Agreement, and the Contracting Party is not in default with respect to
any order of any court, governmental authority, arbitration board or
tribunal.

     

    (g)           The
Contracting Party affirms that it has no notice of any assignment relative to
the right, title and interest of the Borrower in, to and under the Assigned
Agreement other than the pledge and assignment referred to in paragraph
1.

     

    (h)           After
giving effect to the pledge and assignment referred to in paragraph 1, and after
giving effect to the consent to such pledge and assignment by the Contracting
Party, there exists no event or condition that would, either immediately or with
the passage of time or giving of notice, or both, entitle either the Contracting
Party or the Borrower to terminate or suspend its obligations under the Assigned
Agreement and there are no claims or rights of set-off pending by any party to
the Assigned Agreement.  All amounts due under the Assigned Agreement
as of the date hereof have been paid in full.

     

    (i)           There
are no other agreements, arrangements, understanding or dealings entered into
between the Contracting Party and the Borrower relating to the Project other
than the Assigned Agreement.

     

    3.           Right to Cure. (a)
From and after the date hereof and unless and until the Contracting Party shall
have received written notice from the Collateral Agent that the lien of the
Security Agreement has been released in full, the Collateral Agent shall have
the right, but not the obligation, to pay all sums due under the Assigned
Agreement by the Borrower and to perform or cause the performance of any other
act, duty or obligation required of the Borrower thereunder at any time; provided, that no
such payment or performance shall be construed as an assumption by the
Collateral Agent or any Secured Party of any covenants, agreements or
obligations of the Borrower under or in respect of the Assigned
Agreement.

     

    (b)           The
Contracting Party agrees that it will not terminate or suspend its obligations
under the Assigned Agreement without first giving the Collateral Agent notice
and opportunity to cure as provided below.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
F

    Page 
4

    


    (c)           If
an event or condition exists that entitles the Contracting Party to terminate or
suspend its obligations under the Assigned Agreement (a “Termination Event”),
and the Contracting Party shall desire to exercise its right to terminate or
suspend its obligations under the Assigned Agreement, the Contracting Party
first shall give written notice to the Collateral Agent of such Termination
Event.  If the Collateral Agent shall, within thirty (30) days after
the receipt by it of the notice from the Contracting Party referred to in the
preceding sentence, deliver to the Contracting Party a written notice stating
that an election has been made to exercise such right to cure, together with a
written statement of the Collateral Agent that an election has been made to cure
any monetary defaults within such 30-day period and / or to promptly commence to
cure all other events or conditions giving rise to the Termination Event(s)
described in the Contracting Party’s notice, and there will be a diligent
attempt in good faith to complete the curing of such Termination Event(s), then
the Contracting Party’s right to terminate or suspend its obligations under the
Assigned Agreement shall be suspended for the cure period provided
herein.

     

    (d)           The
Collateral Agent shall have a period of (i) thirty (30) days after the delivery
of the notice by the Collateral Agent referred to in paragraph 3(c) in which to
cause cure of a Termination Event caused by a monetary default and (ii) one
hundred and twenty (120) days after the delivery of the notice by the Collateral
Agent referred to in paragraph 3(c) in which to cause cure of a Termination
Event caused by an event or condition which does not constitute a monetary
default and in each case which is specified in such
notice.  Notwithstanding the foregoing, in the event that any such
Termination Event which is not caused by a monetary default shall not have been
cured within the 120-day period referenced in clause (ii) of the immediately
preceding sentence, the Contracting Party nonetheless shall be precluded from
exercising any remedies under the Assigned Agreement if the Collateral Agent,
within such 120- day period, shall have initiated action to cure such
Termination Event and shall be diligently attempting to cause completion of the
curing thereof, provided that, in any
event, such Termination Event shall have been cured within one hundred and
eighty (180) days after the delivery of the notice by the Collateral Agent
referred to in paragraph 3(c). Any curing of or attempt to cure any Termination
Event shall not be construed as an assumption by the Collateral Agent or the
Secured Parties of any covenants, agreements or obligations of the Borrower
under or in respect of the Assigned Agreement.

     

    (e)           If,
before the curing of any Termination Event pursuant to paragraph 3(d), the
Borrower shall have cured such Termination Event, the Contracting Party promptly
shall provide the Collateral Agent with notice of such cure and the
discontinuance of such Termination Event.

     

    (f)           Without
limiting the generality of the foregoing provisions, the Contracting Party
agrees not to terminate the Assigned Agreement solely by reason of the
commencement or pendency of bankruptcy, insolvency, reorganization or similar
proceedings in respect of the Borrower.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
F

    Page 5

    


    4.           Replacement
Agreements. (a) Notwithstanding any provision in the Assigned Agreement
to the contrary, in the event that the Assigned Agreement is rejected or
otherwise terminated in connection with any bankruptcy, insolvency,
reorganization or similar proceedings in respect of the Borrower, at the
Collateral Agent’s request, the Contracting Party will enter into a new
agreement with the Collateral Agent’s nominee, for the remainder of the
originally scheduled term of the Assigned Agreement, effective as of the date of
such rejection or termination, with the same covenants, agreements, terms,
provisions and limitations as are contained in the Assigned Agreement; provided, however, that as a
condition to entering into such new agreement, the Contracting Party shall be
paid for any past due amounts under the Assigned Agreement and all reasonable
expenses incurred by the Contracting Party resulting from the breach by the
Borrower.  Following the execution and delivery of such new agreement,
the Collateral Agent or its nominee, as applicable, shall be subrogated to the
rights of the Contracting Party against the Borrower under the Assigned
Agreement, and the Contracting Party shall execute and deliver such assignments
and other documentation as the subrogee shall reasonably request to give effect
to the foregoing.

     

    (b)           If
the Collateral Agent or its nominee is prohibited by any process or injunction
issued by any court having jurisdiction of any bankruptcy or insolvency
proceeding involving the Borrower from continuing the Assigned Agreement in
place of the Borrower or from otherwise exercising any of its rights or remedies
hereunder or under the Security Agreement in respect of the Assigned Agreement,
then the times specified herein for the exercise by the Collateral Agent of any
right or benefit granted to it hereunder (including without limitation the time
period for the exercise of any cure rights granted hereunder) shall be extended
for the period of such prohibition; provided, that the
Collateral Agent is diligently pursuing such rights or remedies (to the extent
permitted) in such bankruptcy or insolvency proceeding or otherwise; and provided further,
that such extension of rights shall not continue beyond a period of one year
from the date on which such prohibition is first imposed.

     

    5.           Substitute
Owner.  The Contracting Party acknowledges that upon an event
of default by the Borrower under the Credit Agreement or the Security Agreement,
the Collateral Agent may (but shall not be obligated to) assume, or cause any
purchaser at any foreclosure sale or any assignee or transferee under any
instrument of assignment or transfer in lieu of foreclosure to assume, all of
the interests, rights and obligations of the Borrower thereafter arising under
the Assigned Agreement; provided, however, that, as a
condition to assuming the Assigned Agreement, (x) the Contracting Party shall be
paid for any past due amounts under the Assigned Agreement and all reasonable
expenses incurred by the Contracting Party resulting from the breach by the
Borrower, and (y) the assuming party shall have provided the Contracting Party
with evidence of its ability to perform under the Assigned Agreement which is
reasonably satisfactory to the Contracting Party, it being understood for this
purpose that the assuming party shall not be required to demonstrate assurance
of performance greater than that which was possessed by the Borrower at the time
of execution and delivery of the Assigned Agreement.  Such assumption
shall not relieve the Borrower from its liabilities and obligations under the
Assigned Agreement arising prior to the effective date of such assumption, and
following such assumption, the Collateral Agent or its nominee, as applicable,
shall be subrogated to the rights of the Contracting Party against the Borrower
under the Assigned Agreement, and the Contracting Party shall execute and
deliver such assignments and other documentation as the subrogee shall
reasonably request to give effect to the foregoing.  If the interest
of the Borrower in the Assigned Agreement shall be assumed, sold or transferred
as hereinbefore provided, the assuming party shall agree in writing to be bound
by and to assume the terms and conditions of the Assigned Agreement and any and
all obligations to the Contracting Party arising or accruing thereunder from and
after the date of such assumption, and the Contracting Party shall continue to
perform its obligations under the Assigned Agreement in favor of the assuming
party as if such party had thereafter been named as the Borrower under the
Assigned Agreement; provided that if the Collateral Agent (or any entity acting
on behalf of the Collateral Agent or any of the other Secured Parties) assumes
the Assigned Agreement as provided above, it shall not be personally liable for
the performance of the obligations thereunder except to the extent of all of its
right, title and interest in and to the Project.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
F

    Page
6

    


    6.           Payments.  The
Contracting Party shall make all payments due to the Borrower under the Assigned
Agreement to Deutsche Bank Trust Company Americas, as Depositary Agent, to
Account No._______________, ABA No._______________. All parties hereto agree
that each payment by the Contracting Party to the Depositary Agent of amounts
due to the Borrower from the Contracting Party under the Assigned Agreement
shall satisfy the Contracting Party’s corresponding payment obligation under the
Assigned Agreement.

     

    7.           No
Amendments.  No amendment or modification of, or waiver by or
consent of the Borrower in respect of, any provision of the Assigned Agreement
shall be effective unless the same shall be in writing and the Collateral Agent
(acting upon written direction of the Administrative Agent) shall have given its
prior written consent thereto.

     

    8.           Additional
Provisions.  [Other additional provisions.]

     

    9.           Opinion of
Counsel.  Concurrently with the delivery of this Consent by the
Contracting Party, the Contracting Party shall deliver an opinion of counsel
relating to the Assigned Agreement and this Consent, which opinion shall be in
form and substance reasonably acceptable to the Collateral Agent (acting upon
written advice of the Administrative Agent) and shall address the matters set
forth in Annex I hereto.

     

    10.           Notices.  Notice
to any party hereto shall be in writing and shall be deemed to be delivered on
the earlier of: (a) the date of personal delivery, (b) if deposited in a United
States Postal Service depository, postage prepaid, registered or certified mail,
return receipt requested, or sent by express courier, in each case addressed to
such party at the address indicated below (or at such other address as such
party may have theretofore specified by written notice delivered in accordance
herewith), upon delivery or refusal to accept delivery, or (c) if transmitted by
facsimile, the date when sent and facsimile confirmation is received; provided that any
facsimile communication shall be followed promptly by a hard copy original
thereof by express courier.  Notices delivered to the Collateral Agent
shall be deemed effective upon actual receipt.

     

    
      The
Collateral Agent:

    

     

    
      
        
          	
                  Phone:

                
	
                  Fax:

                
	
                  Attn:

                


        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
F

    Page
7

    


    
      	
              With
      a copy to the Administrative    

            
	
              Agent:

            
	 
      
	
              Phone:

            
	
              Fax:

            
	
              Attn:

            
	 
      
	
              The
      Borrower:

            
	 
      
	
              Phone:

            
	
              Fax:

            
	
              Attn:

            
	 
      
	
              The
      Contracting Party:

            
	 
      
	
              Phone:

            
	
              Fax:

            
	
              Attn:

            


    

    


    11.           Successors and
Assigns.  This Consent shall be binding upon and shall inure to
the benefit of the successors and assigns of the Contracting Party, and shall
inure to the benefit of the Collateral Agent, the Secured Parties and their
respective successors, transferees and assigns.

     

    12.           Counterparts.  This
Consent may be executed in one or more counterparts with the same effect as if
the signatures thereto and hereto were upon the same instrument.

     

    13.           GOVERNING
LAW.  THIS CONSENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Exhibit
F

      Page
8

       

    

    IN
WITNESS WHEREOF, the parties hereto have caused their duly authorized officers
to execute and deliver this Consent as of the date first written
above.

     

    
      
        
          
            
              
                
                  
                    
                      
                        	
                                [Insert
      name of Contracting Party]

                              
	 
      
	
                                By:

                              	 
      	 
      
	
                                Name:

                              	 
      	 
      
	
                                Title:

                              	 
      	 
      
	 
      	 
      
	
                                DEUTSCHE
      BANK TRUST COMPANY AMERICAS,

                              
	
                                as
      Collateral Agent

                              
	 
      	 
      
	
                                By:

                              	 
      	 
      
	
                                Name:

                              	 
      	 
      
	
                                Title:

                              	 
      	 
      
	 
      	 
      
	
                                Accepted
      and Acknowledged:

                              
	 
      
	
                                [Insert
      name of Borrower], as Borrower

                              
	 
      	 
      
	
                                By:

                              	 
      	 
      
	
                                Name:

                              	 
      	 
      
	
                                Title:

                              	 
      	 
      


                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    EXHIBIT
F

    to

    Credit
Agreement

     

    Annex
l

     

    OPINION OF COUNSEL
TO

    [__________]

     

    [_______________]
(the “Company”) has been duly incorporated and is validly existing and in good
standing under the laws of the jurisdiction of its incorporation and is duly
qualified and authorized to do business and is in good standing in each
jurisdiction in which the performance of its obligations under (a) the
Acknowledgement and Consent Agreement, dated as of [__________], 2006 (the
“Consent”),
among the Company, [·]
(the “Borrower”) and
Deutsche Bank Trust Company Americas, as Collateral Agent and (b)
[_______________] (as amended, modified or supplemented from time to time, the
“Assigned
Agreement” and, together with the Consent, the “Documents”) requires
it to be so qualified.

     

    The
Company has the corporate power and authority to execute and deliver the
Documents, and perform all of its obligations thereunder; the execution and
delivery by the Company of the Documents and the performance by the Company of
its obligations thereunder have been duly authorized by all requisite corporate
or other action on the part of the Company and each of the Documents has been
duly executed and delivered by the Company; and each of the Documents
constitutes the legally valid and binding obligation of the Company enforceable
against the Company in accordance with its terms, except, in each case, to the
extent that its enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the enforcement
of creditors’ rights generally or by general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at
law).

     

    The
execution and delivery by the Company of the Documents and the performance by
the Company of its obligations thereunder do not (a) conflict with the formation
or governance documents of the Company or (b) conflict with or result in any
breach of any of the terms, covenants, conditions or provisions of, or
constitute a default under, or result in the creation or imposition of (or the
obligation to create or impose) any lien upon any of the property or assets of
the Company pursuant to the terms of, any indenture, mortgage, deed of trust or
other material agreement or instrument to which the Company is a party or by
which it or any of its properties or assets is bound.

     

    Neither
the execution, delivery or performance by the Company of its obligations under
the Documents nor compliance by the Company with the terms thereof will
contravene (a) any provision of any Applicable Laws or (b) any Applicable Order.
“Applicable Laws” means the laws of the States of [__________] and New York and
the federal laws of the United States of America. “Applicable Orders” means
those orders, writs, injunctions, decrees or arbitral awards that are binding
upon the Company or its properties or assets.

     

    The
Company (a) has obtained each Governmental Approval which is necessary to
authorize or is required in connection with the execution, delivery or
performance of the Documents, each of which is in full force and effect and (b)
is in compliance with all of the terms and conditions of each such Governmental
Approval. “Governmental Approval” means any consent, approval, license,
authorization or validation of, or filing, recording or registration with, any
governmental authority pursuant to Applicable Laws.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Exhibit
F

    Page
2

     

    There is
no action, suit, proceeding or investigation at law or in equity or by or before
any court or administrative agency pending or, to the best of our knowledge,
threatened against or affecting the Company or any of its respective properties
which questions the legality, validity, binding effect or enforceability of any
of the Documents or which individually or in the aggregate, would, if adversely
determined, materially adversely affect the Company’s ability to enter into and
carry out its obligations under any Document to which it is a
party.



    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    EXHIBIT
G

    to

    Credit
Agreement

     

     [FORM OF ASSIGNMENT AND
ACCEPTANCE]

     

    ASSIGNMENT AND
ACCEPTANCE

     

    [Date]

     

    Reference
is made to the Credit Agreement described in Item 2 of Annex I annexed hereto
(as such credit agreement may hereafter be amended, supplemented or otherwise
modified from time to time, the “Credit Agreement”).
Unless otherwise defined herein, terms defined in the Credit Agreement are used
herein as therein defined.

     

    [Name of
Assignor] (the “Assignor”) and [Name
of Assignee] (the “Assignee”) hereby
agree as follows:

     

    1.           The
Assignor hereby sells and assigns to the Assignee without recourse and without
representation or warranty (other than as expressly provided herein), and the
Assignee hereby purchases and assumes from the Assignor, a portion of the
Assignor’s rights and obligations under the Credit Agreement as of the
Settlement Date (as hereinafter defined) as specified in Item 6 of Annex I (the
“Assigned
Share”), including, without limitation, all rights and obligations with
respect to the Assigned Share of the outstanding Loans.  After giving
effect to such sale and assignment, the amount of the outstanding Loans owing to
the Assignee will be as set forth in Item 6 of Annex I.

     

    2.           The
Assignor (i) represents and warrants that it is the legal and beneficial owner
of the interest being assigned by it hereunder and that such interest is free
and clear of any adverse claim; (ii) makes no representation or warranty and
assumes no responsibility with respect to any statements, warranties or
representations made in or in connection with the Credit Agreement or the other
Financing Documents or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Agreement or the other Financing
Documents or any other instrument or document furnished pursuant thereto; and
(iii) makes no representation or warranty and assumes no responsibility with
respect to the financial condition or prospects of any Borrower or the
performance or observance by any Borrower of any of its obligations under the
Credit Agreement or the other Financing Documents or any other instrument or
document furnished pursuant thereto.

     

    3.           The
Assignee (i) confirms that it has received a copy of the Credit Agreement and
the other Financing Documents, and such other documents and information as it
has deemed appropriate to make its own credit analysis and decision to enter
into this Assignment and Acceptance; (ii) agrees that it will, independently and
without reliance upon the Administrative Agent, the Assignor or any other Lender
and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Credit Agreement; (iii) appoints and authorizes the Agents to take
such action each as an agent on its behalf and to exercise such powers under the
Credit Agreement and the other Financing Documents as are delegated to the
Agents by the terms thereof, together with such powers as are reasonably
incidental thereto; and (iv) agrees that it will perform in accordance with
their terms all of the obligations which by the terms of the Credit Agreement
are required to be performed by it as a Lender.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Exhibit
G

    Page
2

     

    4.           Following
the execution of this Assignment and Acceptance by the Assignor and the
Assignee, an executed original hereof will be delivered to the Administrative
Agent.  The effective date of this Assignment and Acceptance shall be
[Date] (the “Settlement
Date”).

     

    5.           Upon
the delivery of a fully executed original hereof to the Administrative Agent, as
of the Settlement Date, (i) the Assignee shall be a party to the Credit
Agreement and, to the extent provided in this Assignment and Acceptance, have
the rights and obligations of a Lender thereunder and under the other Financing
Documents and (ii) the Assignor shall, to the extent provided in this Assignment
and Acceptance, relinquish its rights and be released from its obligations under
the Credit Agreement and the other Financing Documents.

     

    6.           On
the Settlement Date, [(a) the Assignor agrees to pay to the Assignee the fee
specified in Item 3 of Annex I, and (b)] the Assignee shall pay to the Assignor
an amount specified by the Assignor in writing which represents the Assigned
Share of the principal amount of the Loans made pursuant to the Credit Agreement
which are outstanding on the Settlement Date, and which are being assigned
hereunder.  The Assignor and the Assignee shall make all appropriate
adjustments in payments under the Credit Agreement for periods prior to the
Settlement Date directly between themselves on the Settlement
Date.  It is agreed that the Assignee shall be entitled to all
interest on the Assigned Share of the outstanding Loans at the rates specified
in the Credit Agreement which accrues from and after the Settlement Date, such
interest to be paid by the Administrative Agent directly to the
Assignee.  It is further agreed that all payments of principal made on
the Assigned Share of the outstanding Loans which occur from and after the
Settlement Date will be paid directly by the Administrative Agent to the
Assignee.

     

    7.           THIS
ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.

     

    8.           The
addresses of the Assignee for notice and payment purposes are set forth in Items
4 and 5, respectively, of Annex I hereto.

     

    *     *     *



    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Exhibit
G

    Page
3

     

    IN
WITNESS WHEREOF, the parties hereto have caused this Assignment and Acceptance
to be executed by their duly authorized officers, as of the date first above
written.

     

    
      
        
          
            
              
                	
                        [NAME
      OF ASSIGNOR]

                      
	 
      
	
                        By:

                      	 
      
	 
      	
                        Name:

                      
	 
      	
                        Title:

                      
	 
      	 
      
	
                        By:

                      	 
      
	 
      	
                        Name:

                      
	 
      	
                        Title:

                      
	 
      	 
      
	
                        [NAME
      OF ASSIGNEE]

                      
	 
      
	
                        By:

                      	 
      
	 
      	
                        Name:

                      
	 
      	
                        Title:

                      
	 
      	 
      
	
                        By:

                      	 
      
	 
      	
                        Name:

                      
	 
      	
                        Title:

                      


              

            

          

        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Exhibit
G

    Page
4

     

    The
undersigned, as Administrative Agent, hereby consents to this
Assignment and Acceptance

     

    
      
        
          	
                  BNP
      Paribas,

                
	
                    as
      Administrative Agent

                
	 
      	 
      
	
                  By:

                	 
      
	 
      	
                  Name:

                
	 
      	
                  Title:

                


        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    ANNEX
I

    to

    Exhibit
G

     

    ANNEX
I

     

    TO

    ASSIGNMENT
AND ACCEPTANCE

     

    1.           Borrower:
[                ]

     

    2.           Name
and date of Credit Agreement and other documents or agreements evidencing or
securing the Obligations: (1) Credit Agreement, dated as of September 25, 2006
among (i) BFE Operating Company, LLC, as Borrower, Buffalo Lake Energy, LLC, as
Borrower, Pioneer Trail Energy, LLC, as Borrower, BFE Operating Company, LLC, as
Borrowers’ Agent, (ii) the financial institutions from time to time party
thereto as Lenders, (iii) BNP Paribas, as Administrative Agent and Arranger, and
(iv) Deutsche Bank Trust Company Americas, as Collateral Agent; and (2) the
Security Documents described in the Credit Agreement.

     

    [3.           Fee
payable to Assignee: $_____________]

     

    4.           Notice
Address (for Assignee):

    


    


    


    5.           Assignee’s
Payment Instructions:

    


    


     

    6.           Assigned
Share (as of Settlement Date):

     

    (a)           Aggregate
principal amount of outstanding Loans: $_______________ (__%)

    (b)           Construction
Loan Commitment: $_______________ (__%)

    (c)           Term
Loan Commitment: $_______________ (__%)

    (d)           Working
Capital Loan Commitment: $_______________ (__%)



    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    EXHIBIT
H

    to

    Credit
Agreement

     

    FORM OF SECTION
2.11(b)(ii)
CERTIFICATE

     

    Reference
is hereby made to the Credit Agreement, dated as of September 25, 2006, among
BFE Operating Company, LLC (“Opco”), Buffalo Lake
Energy, LLC (“Buffalo
Lake”), Pioneer Trail Energy, LLC (“Pioneer Trail” and, together with
Opco and Buffalo Lake, the “Borrowers”), BFE Operating Company, LLC, as
Borrowers’ Agent (the “Borrowers’ Agent”),
the financial institutions from time to time party thereto as Lenders, BNP
Paribas, as Administrative Agent and Arranger, and Deutsche Bank Trust Company
Americas, as Collateral Agent (as amended from time to time, the “Credit Agreement”).
Pursuant to the provisions of Section 2.11(b)(ii) of the Credit Agreement, the
undersigned hereby certifies that it is not a “bank” as such term is used in
Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as
amended.

     

    The
undersigned shall promptly notify each Borrower, the Borrowers’ Agent and the
Administrative Agent if any of the representations and warranties made herein
are no longer true and correct.


    


    
      
        
          	
                  [NAME
      OF LENDER]

                
	 
      	 
      
	
                  By:

                	 
      
	 
      	
                  Name:

                
	 
      	
                  Title:

                


        

      

    

     

    
      	
              Date:

            	 
      	 
      


    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    EXHIBIT
I

    to

    Credit
Agreement

     


    [FORM
OF LETTER OF CREDIT REQUEST]

     

    LETTER OF CREDIT
REQUEST

     

    [Date]

     

    [Name of
Letter of Credit Issuer],

    
      	
               
      

            	
               as
      the Letter of Credit Issuer

            


    

    [Address]

    


    
      	
              cc:

            	
              BNP
      Paribas,

            


    

    
      	
               
      

            	
              787
      Seventh Avenue

            


    

    
      	
               
      

            	
              New
      York, NY 10019

            


    

    
      	
               
      

            	
              Attention:
      Barrette Palmer

            


    

     

    Ladies
and Gentlemen:

     

    The
undersigned, [inset name of
Borrower], refers to the Credit Agreement, dated as of September 25,
2006, among BFE Operating Company, LLC (“Opco”), Buffalo Lake
Energy, LLC (“Buffalo
Lake”), Pioneer Trail Energy, LLC (“Pioneer Trail” and,
together with Opco and Buffalo Lake, the “Borrowers”), BFE
Operating Company, LLC, as Borrowers’ Agent (the “Borrowers’ Agent”),
the financial institutions from time to time party thereto as Lenders, BNP
Paribas, as Administrative Agent and Arranger, and Deutsche Bank Trust Company
Americas, as Collateral Agent (as amended from time to time, the “Credit Agreement”),
and the undersigned hereby requests that the Letter of Credit Issuer referred to
above issue a standby Letter of Credit for the account of the undersigned on
[             ]1 (the “Date of Issuance”) in
the aggregate Stated Amount of
$[               ]2.

     

    The
beneficiary of the requested Letter of Credit will be
[               ],3 and such Letter of Credit
will be in support of
[               ]4 and will have a stated
expiration date of
[               ].5

    

      
        


    

    
      1 Date of
Issuance which shall be (x) a Business Day and (y) at least 5 Business Days
after the date hereof (or such earlier date as is acceptable to the respective
Letter of Credit Issuer in any given case).

        

    

    
      2
Aggregate initial Stated Amount of the Letter of Credit which should not be less
than $100,000 (or such lesser amount as is acceptable to the respective Letter
of Credit Issuer) and not more than [·].

    

      
      3 Insert
name and address of beneficiary.

        

    

    
      4 Insert a
description of the obligations owed to a Project Participant under a Project
Document or Governmental Authority to be supported by the Letter
Credit.

    

      
      5 Insert
the last date upon which drafts may be presented which may not be later than the
earlier of (x) [one year] after the Date of Issuance and (y) the [10th]
Business Day preceding the Working Capital Loan Maturity
Date.

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    EXHIBIT
I

    Page
2

     

    The
undersigned hereby certifies that the following statements are true on the date
hereof, and will be true on the Date of Issuance:

     

    (A)           each
of the conditions precedent contained in Section 3.5 of the Credit Agreement has
been fully satisfied;

     

    (B)           the
representations and warranties contained in Section 4 of the Credit Agreement
are true and correct in all material respects, before and after giving effect to
the issuance of the Letter of Credit requested hereby, as though made on and as
of the Date of Issuance (or if expressly stated to have been made as of an
earlier date, were true and correct as of such date); and

     

    (C)           no
Default or Event of Default has occurred and is continuing, or would result from
such issuance of the Letter of Credit requested hereby.

     

    Copies of
all documentation with respect to the supported transaction are attached
hereto.

     

    
      
        
          	
                  Very
      truly yours,

                
	 
      
	
                  [INSERT
      NAME OF BORROWER]

                
	 
      	 
      
	
                  By:

                	 
      
	
                  Name:

                	 
      
	
                  Title:

                	 
      


        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    EXHIBIT
J-1

    to

    Credit
Agreement

     

    [FORM
OF BUFFALO LAKE PAYMENT AND PERFORMANCE BONDS]

     

    PAYMENT
AND

    PERFORMANCE

    BOND

    (Private
Work) 

     

    Bond
No.:

     

    KNOW ALL
PERSONS BY THESE PRESENTS, that we, TIC — The Industrial Company Wyoming, Inc. a
Wyoming Corporation as Principal, and Federal Insurance Company an Indiana
corporation, Travelers Casualty and Surety Company of America a Connecticut
corporation and Fidelity and Deposit Company of Maryland a Maryland corporation,
each as a Surety, are held and firmly bound unto Buffalo Lake Energy, LLC, as
Obligee, in the sum of one hundred thirty seven million, seven hundred fifty
four thousand, four hundred twenty U.S. Dollars ($137,754,420) for the payment
whereof said Principal and Surety bind themselves and their successors and
assigns, jointly and severally, as provided herein.

     

    WHEREAS,
Principal has entered into a Contract, including any and all amendments and
supplements thereto, with Obligee, dated June 9, 2006, for the engineering,
procurement and construction of the fuel grade denatured ethanol production
facility located near Fairmont, Minnesota (“Contract”).

     

    NOW,
THEREFORE, the condition of this obligation is such that if Principal shall
promptly and faithfully perform the Construction Work and shall promptly make
payment to all Claimants, as hereinafter defined, for all amounts due such
Claimants for labor and materials supplied for use in the performance of the
Construction Work, then this obligation shall be null and void; otherwise to
remain in full force and effect.

     

    
      	
              1.

            	
              Surety’s
      obligations hereunder to Obligee shall not arise unless Principal is in
      material default under the Contract for failing to perform the
      Construction Work, and has been declared by Obligee to be in material
      default under the Contract for failing to perform the Construction Work
      (provided the Obligee is not prevented by applicable law or court order
      from making such a declaration), and Obligee is not in material default of
      its obligations under the Contract which remains in
      existence.  In such event, Surety shall
  promptly:

            


    

     

    a.      Commence
to perform and then complete the Construction Contract itself, through its
agents or through independent contractors; or

     

    b.      Obtain
bids or negotiated proposals from qualified contractors for a contract for
completion of the Construction Work, arrange for a contract to be prepared for
execution by Obligee and the contractor selected with the Obligee’s concurrence,
to be secured with performance and payment bonds in form and substance
reasonably acceptable to Obligee and executed by a qualified surety reasonably
acceptable to Obligee; or


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Exhibit
J-1

    Page
2

     

    c.      Waive
its right to perform or complete the Construction Work pursuant to paragraphs a
and b above, and with reasonable promptness under the circumstances: (a) After
investigation, determine the amount for which it may be liable to the Obligee
and tender payment for all amounts due the Obligee under the Contract, including
any liquidated damages; or (b) Deny liability in whole or in part and notify the
Obligee citing reasons therefor.

     

    
      	
              2.

            	
              The
      Contract balance, as defined below, shall be credited against the
      reasonable cost of completing the Construction Work to be performed under
      the Contract.  If Surety elects its option in paragraph b above,
      and the reasonable construction cost of completing Construction Work
      exceeds the Contract balance, Surety shall pay to Obligee such excess, but
      in no event shall the aggregate liability of Surety exceed the amount of
      this bond.  If Surety elects its option in paragraph a above,
      that portion of the Contract balance as may be required to complete the
      Construction Work to be done under the Contract and to reimburse Surety
      for its outlays shall be paid to Surety at the times and in the manner as
      said sums would have been payable to Principal had there been no default
      under the Contract; provided, however, that to the extent that Surety’s
      outlays exceed the Contract balance, Surety shall be liable for such
      excess and Surety shall be entitled to a dollar for dollar reduction of
      its liability under this bond for any such excess paid by Surety, and
      Surety’s aggregate liability shall not exceed the penal sum of this
      bond.  The term “Contract balance,” as used in the paragraph,
      shall mean the total amount payable by Obligee under the Contract, less
      the amounts heretofore properly paid by Obligee under the
      Contract.  The term “Construction Work” as used in this bond
      shall mean the providing of all labor and/or material necessary to
      complete Principal’s scope of work under the Contract and payment and
      performance of all other obligations in accordance with its terms,
      including any obligation to pay liquidated damages but excluding any
      indemnification obligations.  Notwithstanding any language in
      the Contract to the contrary, the Contract balance shall not be reduced or
      set off on account of any obligation, contractual or otherwise, except the
      reasonable construction cost incurred in completing the Construction Work,
      including any payments made to Claimants on behalf of the Principal, and
      any liquidated damages payable by
Principal.

            


    

     

    
      	
              3.

            	
              Any
      suit by Obligee under this bond must be instituted before the earlier of:
      (a) the expiration of one year from the date of substantial completion of
      the Construction Work, or (b) one year after Principal ceased performing
      the Construction Work, excluding warranty work.  If the
      limitation set forth in this bond is void or prohibited by law, the
      minimum period of limitation available to sureties as a defense in the
      jurisdiction of the suit shall be applicable, and said period of
      limitation shall be deemed to have accrued and shall commence to run no
      later than: (y) the date of substantial completion of the Construction
      Work, or (z) the date Principal ceased performing Construction Work,
      excluding warranty work, whichever occurs
first.

            


    

     

    
      	
              4.

            	
              A
      Claimant is defined as one other than Obligee having both: (a) a direct
      contract with Principal or with a direct subcontractor of Principal for
      labor and/or materials for use in the performance of the Construction
      Work, and (b) an enforceable lien on the property improved under the
      Contract for labor and/or materials supplied for use in the performance of
      the Construction Work.

            


    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Exhibit
J-1

    Page
3

     

    
      	
              5.

            	
              Principal
      and Surety (and their successors and assigns) hereby jointly and severally
      agree with Obligee that they shall pay such valid and substantiated claims
      as may be asserted by every Claimant as herein
      defined.  Furthermore, Principal and Surety hereby jointly and
      severally agree with Obligee that every Claimant who has not been paid in
      full, by either Principal or Surety, before the expiration of a period of
      ninety (90) days after the later of: (a) the date on which such claimant’s
      work or labor was done or performed or materials were furnished by such
      Claimant, or (b) the date Claimant filed an enforceable lien, may sue on
      this bond for the use of such Claimant, prosecute the suit to final
      judgment for the amount due under such Claimant’s contract for the labor
      and/or materials supplied by Claimant for use in the performance of the
      Construction Work, and have execution thereon.  Obligee shall
      not be liable for the payment of any costs or expenses of any such
      suit.

            


    

     

    
      	
              6.

            	
              No
      suit or action shall be commenced hereunder by any Claimant after the
      expiration of one (1) year after the day on which Claimant last supplied
      the labor and/or materials for which the claim is made.  If this
      limitation is void or prohibited by law, then the minimum period of
      limitation available to sureties as a defense in the jurisdiction of the
      suit shall be applicable, and said period of limitation shall be deemed to
      have accrued and shall commence to run on the day Claimant last supplied
      the labor and/or materials for which the claim is
  made.

            


    

     

    
      	
              7.

            	
              No
      suit or action shall be commenced hereunder by Obligee or any Claimant
      other than in a court of competent jurisdiction in the county or other
      political subdivision of the state in which the project, or any part
      thereof, is situated, or in the United States District Court for the
      district in which the project, or any part thereof, is situated, and not
      elsewhere.

            


    

     

    
      	
              8.

            	
              The
      amount of this bond shall be reduced by and to the extent of any payment
      or payments made by Surety in good faith hereunder, whether made directly
      to Obligee or Claimant(s) or otherwise in discharge of Principal’s
      obligations.  Surety’s liability hereunder to Obligee and all
      Claimants is limited, singly, or in the aggregate, to the penal sum of the
      bond set forth herein.  Surety may, at its option, interplead
      into the registry of any court of competent jurisdiction the
      full-unexonerated penal sum of this bond, or such portion thereof that
      will satisfy the obligations owed to Obligee and/or Claimant(s). No right
      of action shall accrue on this bond to any person or entity other than
      Obligee and/or Claimant(s). This bond shall not afford coverage for any
      liability of Principal for tortious acts, whether or not said liability is
      direct or is imposed by the Contract, and shall not serve as or be a
      substitute for or supplemental to any liability or other insurance
      required by the Contract.

            


    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Exhibit
J-1

    Page
4

     

    
      	
              9.

            	
              Correspondence
      or claims relating to this bond should be sent to Surety at the following
      address (which, upon being sent to such address, shall be deemed sent to
      each Surety):

            


    

     

    Federal
Insurance Company

    15
Mountain View Road

    Warren,
NJ 07059

    


    Signed
this
                 
day of
                  ,
20.

    


    
      
        
          	 
      	
                  (Principal)

                
	 
      	 
      
	
                  By:

                	 
      
	 
      	 
      
	
                  By:

                	 
      
	 
      	
                  ,
      Attorney-in-Fact for each
Surety

                


        

      

    

    


    DUAL

    OBLIGEE

    RIDER

    
      (Concurrent
Execution)

    

     

    This
Rider is executed concurrently with and shall be attached to and form a part of
performance bond No.

     

    WHEREAS,
as of the 9th day of June, 2006, TIC — The Industrial Company Wyoming, Inc.
(hereinafter called the “Principal”), entered into an Agreement for Engineering,
Procurement and Construction with Buffalo Lake Energy, LLC (hereinafter called
the “Primary Obligee”) for the construction, engineering, and procurement of the
fuel grade denatured ethanol production facility located near Fairmont,
Minnesota, including any and all amendments and supplements thereto (hereinafter
called the “Contract”); and


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Exhibit
J-1

    Page
5

     

    WHEREAS,
Principal is required by the Contract to provide a payment and performance bond
and Primary Obligee has requested that Deutsche Bank Trust Company Americas, as
collateral agent for the benefit of the secured parties providing financing to
the Primary Obligee, be named as an additional obligee under the payment and
performance bond; and

     

    WHEREAS,
Principal and Federal Insurance Company an Indiana corporation, Travelers
Casualty and Surety Company of America a Connecticut corporation and Fidelity
and Deposit Company of Maryland a Maryland corporation (each hereinafter
referred to as “Surety”) have agreed to execute and deliver this Rider in
conjunction with Payment and Performance Bond No.         
(hereinafter referred to as “Bond”)

     

    NOW,
THEREFORE, the undersigned hereby agree and stipulate that Deutsche Bank Trust
Company Americas, as Collateral Agent for the benefit of secured parties
providing financing to the Primary Obligee shall be added to the Bond as a named
obligee (hereinafter referred to as “Additional Obligee”), subject to the
conditions set forth below:

     

    1.           The
Surety shall not be liable under the Bond to the Primary Obligee, the Additional
Obligee, or any of them, unless the Primary Obligee, the Additional Obligee, or
any of them, shall make payments to the Principal (or in the case the Surety
arranges for completion of the Contract, to the Surety) strictly in accordance
with the terms of said Contract as to payments and shall perform all other
material obligations required to be performed under said Contract at the time
and in the manner therein set forth.

     

    2.           The
aggregate liability of the Surety under the Bond, to any or all of the obligees
(Primary and Additional Obligees), as their interests may appear, is limited to
the penal sum of the Bond; the Additional Obligee’s rights hereunder are subject
to the same defenses Principal and/or Surety have against the Primary Obligee,
and the total liability of the Surety shall in no event exceed the amount
recoverable from the Principal by the Primary Obligee under the
Contract.  Notwithstanding anything to the contrary in the Bond, as
agreed to by Primary Obligee and Additional Obligee at the time of the execution
of the Bond, (i) all references in the Bond to “Obligee” shall be interpreted to
include the Primary Obligee and the Additional Obligee, and any rights or
obligations of the Obligee under the Bond may be exercised or performed by the
Primary Obligee or the Additional Obligee individually except as provided in
clause (iii) below, (ii) any payment due the Primary Obligee or the Additional
Obligee under the Bond shall be made by wire transfer directly to the account
specified below, (iii) upon notice from the Additional Obligee to Surety that
the secured parties providing financing to the Primary Obligee are exercising
remedies against the Primary Obligee, the Primary Obligee shall not be entitled
to exercise any rights or take any other actions under the Bond, and (iv) in the
event of  any conflicting instructions or actions of the Primary
Obligee and the Additional Obligee, the instructions and actions of the
Additional Obligee shall prevail over those of the Primary
Obligee:


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Exhibit
J-1

    Page
6

     

    Deutsche
Bank Trust Company Americas

    ABA
#021001033

    A/C
#01419647

    NC Name:
Corporate Trust

    Ref:     BFE
- Buffalo Lake Construction Account 54584

    Attn:
Kerry Warwicker

     

    3.           The
Surety shall have no liability to the Primary Obligee for complying with the
instructions of the Additional Obligee.

     

    4.           With
respect to payment claims under the Bond, Primary Obligee and Additional Obligee
represent, warrant and acknowledge that they are not “Claimants” as defined in
the Bond.

     

    Except as
herein modified, the Bond shall be and remains in full force and
effect.

     

    Signed
this             
day of            ,
20

    


    
      
        
          
            
              
                
                  	 
      	
                          (Principal)

                        
	 
      	 
      
	
                          By:

                        	 
      
	 
      	 
      
	
                          By:

                        	 
      
	 
      	
                          ,
      Attorney-in-Fact for each Surety

                        
	 
      	 
      
	 
      	
                          (Primary
      Obligee)

                        
	 
      	 
      
	
                          By:

                        	 
      
	 
      	 
      
	 
      	
                          (Additional
      Obligee)

                        
	 
      	 
      
	
                          By:

                        	 
      


                

              

            

          

        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    EXHIBIT
J-2

    to

    Credit
Agreement

    


    [FORM
OF PIONEER TRAIL PAYMENT AND PERFORMANCE BONDS]

     

    PAYMENT
AND

    PERFORMANCE

    BOND

    (Private
Work)

     

    Bond
No.:

     

    KNOW ALL
PERSONS BY THESE PRESENTS, that we, TIC — The Industrial Company Wyoming, Inc. a
Wyoming Corporation as Principal, and Federal Insurance Company an Indiana
corporation, Travelers Casualty and Surety Company of America a Connecticut
corporation and Fidelity and Deposit Company of Maryland a Maryland corporation,
each as a Surety, are held and firmly bound unto Pioneer Trail Energy, LLC, as
Obligee, in the sum of one hundred twenty one million, eight hundred fifty four
thousand, four hundred seventy U.S. Dollars ($121,854,470) for the payment
whereof said Principal and Surety bind themselves and their successors and
assigns, jointly and severally, as provided herein.

     

    WHEREAS,
Principal has entered into a Contract, including any and all amendments and
supplements thereto, with Obligee, dated April 28, 2006, for the engineering,
procurement and construction of the fuel grade denatured ethanol production
facility located near Wood River, Nebraska (“Contract”).

     

    NOW,
THEREFORE, the condition of this obligation is such that if Principal shall
promptly and faithfully perform the Construction Work and shall promptly make
payment to all Claimants, as hereinafter defined, for all amounts due such
Claimants for labor and materials supplied for use in the performance of the
Construction Work, then this obligation shall be null and void; otherwise to
remain in full force and effect.

     

    
      	
              1.

            	
              Surety’s
      obligations hereunder to Obligee shall not arise unless Principal is in
      material default under the Contract for failing to perform the
      Construction Work, and has been declared by Obligee to be in material
      default under the Contract for failing to perform the Construction Work
      (provided the Obligee is not prevented by applicable law or court order
      from making such a declaration), and Obligee is not in material default of
      its obligations under the Contract which remains in
      existence.  In such event, Surety shall
  promptly:

            


    

     

    a.      Commence
to perform and then complete the Construction Contract itself, through its
agents or through independent contractors; or

     

    b.      Obtain
bids or negotiated proposals from qualified contractors for a contract for
completion of the Construction Work, arrange for a contract to be prepared for
execution by Obligee and the contractor selected with the Obligee’s concurrence,
to be secured with performance and payment bonds in form and substance
reasonably acceptable to Obligee and executed by a qualified surety reasonably
acceptable to Obligee; or


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Exhibit
J-2

    Page
2

     

    c.      Waive
its right to perform or complete the Construction Work pursuant to paragraphs a
and b above, and with reasonable promptness under the circumstances: (a) After
investigation, determine the amount for which it may be liable to the Obligee
and tender payment for all amounts due the Obligee under the Contract, including
any liquidated damages; or (b) Deny liability in whole or in part and notify the
Obligee citing reasons therefor.

     

    
      	
              2

            	
              The
      Contract balance, as defined below, shall be credited against the
      reasonable cost of completing the Construction Work to be performed under
      the Contract.  If Surety elects its option in paragraph b above,
      and the reasonable construction cost of completing Construction Work
      exceeds the Contract balance, Surety shall pay to Obligee such excess, but
      in no event shall the aggregate liability of Surety exceed the amount of
      this bond.  If Surety elects its option in paragraph a above,
      that portion of the Contract balance as may be required to complete the
      Construction Work to be done under the Contract and to reimburse Surety
      for its outlays shall be paid to Surety at the times and in the manner as
      said sums would have been payable to Principal had there been no default
      under the Contract; provided, however, that to the extent that Surety’s
      outlays exceed the Contract balance, Surety shall be liable for such
      excess and Surety shall be entitled to a dollar for dollar reduction of
      its liability under this bond for any such excess paid by Surety, and
      Surety’s aggregate liability shall not exceed the penal sum of this
      bond.  The term “Contract balance,” as used in the paragraph,
      shall mean the total amount payable by Obligee under the Contract, less
      the amounts heretofore properly paid by Obligee under the
      Contract.  The term “Construction Work” as used in this bond
      shall mean the providing of all labor and/or material necessary to
      complete Principal’s scope of work under the Contract and payment and
      performance of all other obligations in accordance with its terms,
      including any obligation to pay liquidated damages but excluding any
      indemnification obligations.  Notwithstanding any language in
      the Contract to the contrary, the Contract balance shall not be reduced or
      set off on account of any obligation, contractual or otherwise, except the
      reasonable construction cost incurred in completing the Construction Work,
      including any payments made to Claimants on behalf of the Principal, and
      any liquidated damages payable by
Principal.

            


    

     

    
      	
              3.

            	
              Any
      suit by Obligee under this bond must be instituted before the earlier of:
      (a) the expiration of one year from the date of substantial completion of
      the Construction Work, or (b) one year after Principal ceased performing
      the Construction Work, excluding warranty work.  If the
      limitation set forth in this bond is void or prohibited by law, the
      minimum period of limitation available to sureties as a defense in the
      jurisdiction of the suit shall be applicable, and said period of
      limitation shall be deemed to have accrued and shall commence to run no
      later than: (y) the date of substantial completion of the Construction
      Work, or (z) the date Principal ceased performing Construction Work,
      excluding warranty work, whichever occurs
first.

            


    

     

    
      	
              4.

            	
              A
      Claimant is defined as one other than Obligee having both: (a) a direct
      contract with Principal or with a direct subcontractor of Principal for
      labor and/or materials for use in the performance of the Construction
      Work, and (b) an enforceable lien on the property improved under the
      Contract for labor and/or materials supplied for use in the performance of
      the Construction Work.

            


    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Exhibit
J-2

    Page
3

     

    
      	
              5.

            	
              Principal
      and Surety (and their successors and assigns) hereby jointly and severally
      agree with Obligee that they shall pay such valid and substantiated claims
      as may be asserted by every Claimant as herein
      defined.  Furthermore, Principal and Surety hereby jointly and
      severally agree with Obligee that every Claimant who has not been paid in
      full, by either Principal or Surety, before the expiration of a period of
      ninety (90) days after the later of: (a) the date on which such claimant’s
      work or labor was done or performed or materials were furnished by such
      Claimant, or (b) the date Claimant filed an enforceable lien, may sue on
      this bond for the use of such Claimant, prosecute the suit to final
      judgment for the amount due under such Claimant’s contract for the labor
      and/or materials supplied by Claimant for use in the performance of the
      Construction Work, and have execution thereon.  Obligee shall
      not be liable for the payment of any costs or expenses of any such
      suit.

            


    

     

    
      	
              6.

            	
              No
      suit or action shall be commenced hereunder by any Claimant after the
      expiration of one (1) year after the day on which Claimant last supplied
      the labor and/or materials for which the claim is made.  If this
      limitation is void or prohibited by law, then the minimum period of
      limitation available to sureties as a defense in the jurisdiction of the
      suit shall be applicable, and said period of limitation shall be deemed to
      have accrued and shall commence to run on the day Claimant last supplied
      the labor and/or materials for which the claim is
  made.

            


    

     

    
      	
              7.

            	
              No
      suit or action shall be commenced hereunder by Obligee or any Claimant
      other than in a court of competent jurisdiction in the county or other
      political subdivision of the state in which the project, or any part
      thereof, is situated, or in the United States District Court for the
      district in which the project, or any part thereof, is situated, and not
      elsewhere.

            


    

     

    
      	
              8.

            	
              The
      amount of this bond shall be reduced by and to the extent of any payment
      or payments made by Surety in good faith hereunder, whether made directly
      to Obligee or Claimant(s) or otherwise in discharge of Principal’s
      obligations.  Surety’s liability hereunder to Obligee and all
      Claimants is limited, singly, or in the aggregate, to the penal sum of the
      bond set forth herein.  Surety may, at its option, interplead
      into the registry of any court of competent jurisdiction the
      full-unexonerated penal sum of this bond, or such portion thereof that
      will satisfy the obligations owed to Obligee and/or Claimant(s). No right
      of action shall accrue on this bond to any person or entity other than
      Obligee and/or Claimant(s). This bond shall not afford coverage for any
      liability of Principal for tortious acts, whether or not said liability is
      direct or is imposed by the Contract, and shall not serve as or be a
      substitute for or supplemental to any liability or other insurance
      required by the Contract.

            


    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Exhibit
J-2

    Page
4

     

    
      	
              9.

            	
              Correspondence
      or claims relating to this bond should be sent to Surety at the following
      address (which, upon being sent to such address, shall be deemed sent to
      each Surety):

            


    

     

    Federal
Insurance Company

    15
Mountain View Road

    Warren,
NJ 07059

    


    Signed
this
                 
day of
                  ,
20.

    


    
      
        	 
      	
                (Principal)

              
	 
      	 
      
	
                By:

              	 
      
	 
      	 
      
	
                By:

              	 
      
	 
      	
                ,
      Attorney-in-Fact for each
Surety

              


      

    

    


    UAL

    OBLIGEE

    RIDER

    
      (Concurrent
Execution) 

        
          

        

      

    

     

    This
Rider is executed concurrently with and shall be attached to and form a part of
performance bond No.                             .

     

    WHEREAS,
as of 28th day of April, 2006, TIC — The Industrial Company Wyoming, Inc.
(hereinafter called the “Principal”), entered into an Agreement for Engineering,
Procurement and Construction with Pioneer Trail Energy, LLC (hereinafter called
the “Primary Obligee”) for the construction, engineering, and procurement of the
fuel grade denatured ethanol production facility located near Wood River,
Nebraska, including any and all amendments and supplements thereto (hereinafter
called the “Contract”); and


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Exhibit
J-2

    Page
5

     

    WHEREAS,
Principal is required by the Contract to provide a payment and performance bond
and Primary Obligee has requested that Deutsche Bank Trust Company Americas, as
collateral agent for the benefit of the secured parties providing financing to
the Primary Obligee, be named as an additional obligee under the payment and
performance bond; and

     

    WHEREAS,
Principal and Federal Insurance Company an Indiana corporation, Travelers
Casualty and Surety Company of America a Connecticut corporation and Fidelity
and Deposit Company of Maryland a Maryland corporation (each hereinafter
referred to as “Surety”) have agreed to execute and deliver this Rider in
conjunction with Payment and Performance Bond No.              
(hereinafter referred to as “Bond”)

     

    NOW,
THEREFORE, the undersigned hereby agree and stipulate that Deutsche Bank Trust
Company Americas, as Collateral Agent for the benefit of secured parties
providing financing to the Primary Obligee shall be added to the Bond as a named
obligee (hereinafter referred to as “Additional Obligee”), subject to the
conditions set forth below:

     

    1.           The
Surety shall not be liable under the Bond to the Primary Obligee, the Additional
Obligee, or any of them, unless the Primary Obligee, the Additional Obligee, or
any of them, shall make payments to the Principal (or in the case the Surety
arranges for completion of the Contract, to the Surety) strictly in accordance
with the terms of said Contract as to payments and shall perform all other
material obligations required to be performed under said Contract at the time
and in the manner therein set forth.

     

    2.           The
aggregate liability of the Surety under the Bond, to any or all of the obligees
(Primary and Additional Obligees), as their interests may appear, is limited to
the penal sum of the Bond; the Additional Obligee’s rights hereunder are subject
to the same defenses Principal and/or Surety have against the Primary Obligee,
and the total liability of the Surety shall in no event exceed the amount
recoverable from the Principal by the Primary Obligee under the
Contract.  Notwithstanding anything to the contrary in the Bond, as
agreed to by Primary Obligee and Additional Obligee at the time of the execution
of the Bond, (i) all references in the Bond to “Obligee” shall be interpreted to
include the Primary Obligee and the Additional Obligee, and any rights or
obligations of the Obligee under the Bond may be exercised or performed by the
Primary Obligee or the Additional Obligee individually except as provided in
clause (iii) below, (ii) any payment due the Primary Obligee or the Additional
Obligee under the Bond shall be made by wire transfer directly to the account
specified below, (iii) upon notice from the Additional Obligee to Surety that
the secured parties providing financing to the Primary Obligee are exercising
remedies against the Primary Obligee, the Primary Obligee shall not be entitled
to exercise any rights or take any other actions under the Bond, and (iv) in the
event of any conflicting instructions or actions of the Primary Obligee and the
Additional Obligee, the instructions and actions of the Additional Obligee shall
prevail over those of the Primary Obligee:

     

    Deutsche
Bank Trust Company Americas

    ABA
#021001033

    A/C
#01419647

    A/C Name:
Corporate Trust

    Ref:    BFE
- Pioneer Trail Construction Account 54585

    Attn:
Kerry Warwicker


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Exhibit
J-2

    Page
6

     

    3.           The
Surety shall have no liability to the Primary Obligee for complying with the
instructions of the Additional Obligee.

     

    4.           With
respect to payment claims under the Bond, Primary Obligee and Additional Obligee
represent, warrant and acknowledge that they are not “Claimants” as defined in
the Bond.

     

    Except as
herein modified, the Bond shall be and remains in full force and
effect.

     

    Signed
this
             day
of         , 20

    


    
      
        
          	 
      	
                  (Principal)

                
	 
      	 
      
	
                  By:

                	 
      
	 
      	 
      
	
                  By:

                	 
      
	 
      	
                  ,
      Attorney-in-Fact for each Surety

                
	 
      	 
      
	 
      	
                  (Primary
      Obligee)

                
	 
      	 
      
	
                  By:

                	 
      
	 
      	 
      
	 
      	
                  (Additional
      Obligee)

                
	 
      	 
      
	
                  By:

                	 
      


        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    ANNEX
I

    to

    Credit
Agreement

    COMMITMENTS

     

    
      
        
          	
                  Lender

                	 	
                  Buffalo Lake

                  Construction Loan

                  Commitment

                	 	 	
                  Pioneer Trail

                  Construction Loan

                  Commitment

                	 	 	
                  Term Loan

                  Commitment

                	 	 	
                  Working 

                  Capital Loan

                  Commitment

                	 
	
                  AgFirst
      Farm Credit Bank

                	 	$	14,837,934.26	 	 	$	13,662,065.74	 	 	$	28,500,000	 	 	$	4,000,000	 
	
                  Amarillo
      national Bank

                	 	$	4,685,663.45	 	 	$	4,314,336.55	 	 	$	9,000,000	 	 	$	1,000,000	 
	
                  BNP
      Paribas

                	 	$	3,384,090.27	 	 	$	3,115,909.73	 	 	$	6,500,000	 	 	$	1,000,000	 
	
                  Farm
      Credit Bank of Texas

                	 	$	6,768,180.54	 	 	$	6,231,819.46	 	 	$	13,000,000	 	 	$	2,000,000	 
	
                  Farm
      Credit Services of America

                	 	$	9,371,326.91	 	 	$	8,628,673.09	 	 	$	18,000,000	 	 	$	2,000,000	 
	
                  First
      National Bank of Omaha

                	 	$	9,371,326.91	 	 	$	8,628,673.09	 	 	$	18,000,000	 	 	$	2,000,000	 
	
                  GMAC
      Commercial Finance LLC

                	 	$	6,507,865.91	 	 	$	5,992,134.09	 	 	 	12,500,000	 	 	$	0	 
	
                  GreenStone
      Farm Credit Services, ACA/FLCA

                	 	$	16,139,507.45	 	 	$	14,860,492.55	 	 	$	31,000,000	 	 	$	4,000,000	 
	
                  Metropolitan
      Life Insurance Company

                	 	$	13,015,731.81	 	 	$	11,984,268.19	 	 	$	25,000,000	 	 	$	0	 
	
                  Coöperatieve
      Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank International”, NEW
      YORK BRANCH

                	 	$	9,371,326.91	 	 	$	8,628,673.09	 	 	$	18,000,000	 	 	$	2,000,000	 
	
                  Standard
      Chartered Bank

                	 	$	9,371,326.91	 	 	$	8,628,673.09	 	 	$	18,000,000	 	 	$	2,000,000	 
	
                  CIFC
      Funding 2006-IB, LTD

                	 	$	1,382,921.50	 	 	$	1,273,328.50	 	 	$	2,656,250	 	 	$	0	 
	
                  CIFC
      Funding 2006-II, LTD

                	 	$	3,742,022.89	 	 	$	3,445,477.11	 	 	$	7,187,500	 	 	$	0	 
	
                  CIFC
      Funding 2006-III, LTD

                	 	$	1,382,921.50	 	 	$	1,273,328.50	 	 	$	2,656,250	 	 	$	0	 
	
                  TOTAL:

                	 	$	109,332,147.22	 	 	$	100,667,852.78	 	 	$	210,000,000.00	 	 	$	20,000,000.00	 


        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    ANNEX
II

    to

    Credit
Agreement

    


    APPLICABLE LENDING
OFFICES

     

    1.  BNP
Paribas

     

    Eurodollar Loan Lending
Office:

     

    
      	
              Name:

            	
              BNP
      Paribas

            


    

    
      	
              Address:

            	
              787
      7th
      Avenue

            


    

    
      	
               
      

            	
              New
      York, NY 10019

            


    

    
      	
              Attn:

            	
              Barrette
      Palmer

            


    

    
      	
              Tel:

            	
              212-841-3604

            


    

    
      	
              Fax:

            	
              212-841-2748

            


    

    
      	
              Email:

            	
              barrette.palmer@americas.bnpparibas.com

            


    

    


    Fed Wire
Instructions

     

    
      	
              Bank:

            	
              BNP
      Paribas

            


    

    
      	
              Address:

            	
              787
      7th Avenue

            


    

    
      	
               
      

            	
              New
      York, NY 10019

            


    

    
      	
              Beneficiary:

            	
              Loan
      Servicing Clearing Account

            


    

    
      	
              ABA
      #:

            	
              026-007-689

            


    

    
      	
              Account
      #:

            	
              103-130-001-03

            


    

    
      	
              Ref
      :

            	
              BioFuel
      Operating LLC

            


    

    
      	
              Attn:

            	
              Michelle
      Bruno / Agency Services Team

            


    

    


    Base Rate Loan Lending
Office:

     

    
      	
              Name:

            	
              BNP
      Paribas

            


    

    
      	
              Address:

            	
              787
      7th Avenue

            


    

    
      	
               
      

            	
              New
      York, NY 10019

            


    

    
      	
              Attn:

            	
              Barrette
      Palmer

            


    

    
      	
              Tel:

            	
              212-841-3604

            


    

    
      	
              Fax:

            	
              212-841-2748

            


    

    
      	
              Email:

            	
              barrette.palmer@americas.bnpparibas.com

            


    

    


    Fed Wire
Instructions

     

    
      	
              Bank:

            	
              BNP
      Paribas

            


    

    
      	
              Address:

            	
              787
      7th Avenue

            


    

    
      	
               
      

            	
              New
      York, NY 10019

            


    

    
      	
              Beneficiary:

            	
              Loan
      Servicing Clearing Account

            


    

    
      	
              ABA
      #:

            	
              026-007-689

            


    

    
      	
              Account
      #:

            	
              103-130-001-03

            


    

    
      	
              Ref
      :

            	
              BioFuel
      Operating LLC

            


    

    
      	
              Attn:

            	
              Michelle
      Bruno / Agency Services Team

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    2.  AgFirst Farm
Credit Bank

     

    Eurodollar Loan Lending
Office:

     

    
      	
              Name:

            	
              AgFirst
      Farm Credit Bank

            


    

    
      	
              Address:

            	
              1401
      Hampton Street

            


    

    
      	
               
      

            	
              Columbia,
      SC 29201

            


    

    
      	
              Attn:

            	
              Christopher
      Cockrell

            


    

    
      	
              Tel:

            	
              803-753-2227

            


    

    
      	
              Fax:

            	
              803-256-7139

            


    

    
      	
              Email:

            	
              capmarketsgagfirst.com

            


    

    


    
      Fed Wire
Instructions

    

     

    
      	
              Bank:

            	
              AgFirst
      Farm Credit Bank

            


    

    
      	
              Address:

            	
              1401
      Hampton Street

            


    

    
      	
               
      

            	
              Columbia,
      SC 29201

            


    

    
      	
              Beneficiary:

            	
              Biofuel
      Energy

            


    

    
      	
              ABA
      #:

            	
              053-905-974

            


    

    
      	
              Account
      #:

            	
              2993240000000

            


    

    
      	
              Attn:

            	
              capmarketsgagfirst.com

            


    

    


    
      Base Rate Loan Lending
Office:

    

     

    
      	
              Name:

            	
              AgFirst
      Farm Credit Bank

            


    

    
      	
              Address:

            	
              1401
      Hampton Street

            


    

    
      	
               
      

            	
              Columbia,
      SC 29201

            


    

    
      	
              Attn:

            	
              Christopher
      Cockrell

            


    

    
      	
              Tel:

            	
              803-753-2227

            


    

    
      	
              Fax:

            	
              803-256-7139

            


    

    
      	
              Email:

            	
              capmarketsgagfirst.com

            


    

    


    
      Fed Wire
Instructions

    

     

    
      	
              Bank:

            	
              AgFirst
      Farm Credit Bank

            


    

    
      	
              Address:

            	
              1401
      Hampton Street

            


    

    
      	
               
      

            	
              Columbia,
      SC 29201

            


    

    
      	
              Beneficiary:

            	
              Biofuel
      Energy

            


    

    
      	
              ABA
      #:

            	
              053-905-974

            


    

    
      	
              Account
      #:

            	
              2993240000000

            


    

    
      	
              Attn:

            	
              capmarketsgagfirst.com

            


    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      3.  Farm Credit
Services of America

    

     

    
      Eurodollar Loan Lending
Office:

    

     

    
      	
              Name:

            	
              Farm
      Credit Services of America

            


    

    
      	
              Address:

            	
              5015
      S. 18th
      Street

            


    

    
      	
               
      

            	
              Omaha,
      NE 68137

            


    

    
      	
              Attn:

            	
              Becky
      Haas

            


    

    
      	
              Tel:

            	
              402-348-3241

            


    

    
      	
              Fax:

            	
              402-661-3324

            


    

    
      	
              Email:

            	
              wires@fcsamerica.com

            


    

    


    
      Fed Wire
Instructions

    

     

    
      	
              Bank:

            	
              Agribank,
      FCB

            


    

    
      	
              Address:

            	
              St.  Paul,
      MN

            


    

    
      	
              Beneficiary:

            	
              Farm
      Credit Services of America

            


    

    
      	
              ABA
      #:

            	
              096-016-972

            


    

    
      	
              Account
      #:

            	
              362021040

            


    

    


    
      Base Rate Loan Lending
Office:

    

     

    
      	
              Name:

            	
              Farm
      Credit Services of America

            


    

    
      	
              Address:

            	
              5015
      S. 18th Street

            


    

    
      	
               
      

            	
              Omaha,
      NE 68137

            


    

    
      	
              Attn:

            	
              Becky
      Haas

            


    

    
      	
              Tel:

            	
              402-348-3241

            


    

    
      	
              Fax:

            	
              402-661-3324

            


    

    
      	
              Email:

            	
              wires@fcsamerica.com

            


    

    


    
      Fed Wire
Instructions

    

     

    
      	
              Bank:

            	
              Agribank,
      FCB

            


    

    
      	
              Address:

            	
              St.  Paul,
      MN

            


    

    
      	
              Beneficiary:

            	
              Farm
      Credit Services of America

            


    

    
      	
              ABA
      #:

            	
              096-016-972

            


    

    
      	
              Account
      #:

            	
              362021040

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    4.  GMAC
Commercial Finance LLC

     

    Eurodollar Loan Lending
Office:

     

    
      	
              Name:

            	
              GMAC
      Commercial Finance LLC

            


    

    
      	
              Address:

            	
              600
      Galleria Parkway, 15th
      Floor

            


    

    
      	
               
      

            	
              Atlanta,
      GA 30339

            


    

    
      	
              Attn:

            	
              Steffanie
      Williams

            


    

    
      	
              Tel:

            	
              678-324-2176

            


    

    
      	
              Fax:

            	
              770-859-0148

            


    

    
      	
              Email:

            	
              swilliams@gmaccf.com

            


    

    


    
      Fed Wire
Instructions

    

     

    
      	
              Bank:

            	
              Bank
      One, Michigan

            


    

    
      	
              Address:

            	
              Detroit,
      MI

            


    

    
      	
              Beneficiary:

            	
              GMAC
      Commercial Finance LLC — Equipment Finance
  Division

            


    

    
      	
              ABA
      #:

            	
              072-000-326

            


    

    
      	
              Account
      #:

            	
              363-301-424

            


    

    
      	
              Attn:

            	
              Steffanie
      Williams

            


    

    


    
      Base Rate Loan Lending
Office:

    

     

    
      	
              Name:

            	
              GMAC
      Commercial Finance LLC

            


    

    
      	
              Address:

            	
              600
      Galleria Parkway, 15th
      Floor

            


    

    
      	
               
      

            	
              Atlanta,
      GA 30339

            


    

    
      	
              Attn:

            	
              Steffanie
      Williams

            


    

    
      	
              Tel:

            	
              678-324-2176

            


    

    
      	
              Fax:

            	
              770-859-0148

            


    

    
      	
              Email:

            	
              swilliams@gmaccf.com

            


    

    


    
      Fed Wire
Instructions

    

     

    
      	
              Bank:

            	
              Bank
      One, Michigan

            


    

    
      	
              Address:

            	
              Detroit,
      MI

            


    

    
      	
              Beneficiary:

            	
              GMAC
      Commercial Finance LLC — Equipment Finance
  Division

            


    

    
      	
              ABA
      #:

            	
              072-000-326

            


    

    
      	
              Account
      #:

            	
              363-301-424

            


    

    
      	
              Attn:

            	
              Steffanie
      Williams

            


    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    5.  GreenStone
Farm Credit Services, ACA/FLCA

     

    Eurodollar Loan Lending
Office:

     

    
      	
              Name:

            	
              GreenStone
      Farm Credit Services, ACA/FLCA

            


    

    
      	
              Address:

            	
              1760
      Abbey Road, Suite 310

            


    

    
      	
               
      

            	
              East
      Lansing, MI 48823

            


    

    
      	
              Attn:

            	
              Rebecca
      Curtiss

            


    

    
      	
              Tel:

            	
              517-318-4139

            


    

    
      	
              Fax:

            	
              517-318-1240

            


    

    
      	
              Email:

            	
              Rebecca.curtiss@greenstonefcs.com

            


    

    


    
      Fed Wire
Instructions

    

     

    
      	
              Bank:

            	
              Agribank,
      FCB

            


    

    
      	
              Address:

            	
              St.  Paul,
      MN

            


    

    
      	
              Beneficiary:

            	
              GreenStone
      - BFE

            


    

    
      	
              ABA
      #:

            	
              096-016-972

            


    

    
      	
              Account
      #:

            	
              362406788

            


    

    
      	
              Attn:

            	
              Capital
      Markets

            


    

    


    
      Base Rate Loan Lending
Office:

    

     

    
      	
              Name:

            	
              GreenStone
      Farm Credit Services, ACA/FLCA

            


    

    
      	
              Address:

            	
              1760
      Abbey Road, Suite 310

            


    

    
      	
               
      

            	
              East
      Lansing, MI 48823

            


    

    
      	
              Attn:

            	
              Rebecca
      Curtiss

            


    

    
      	
              Tel:

            	
              517-318-4139

            


    

    
      	
              Fax:

            	
              517-318-1240

            


    

    
      	
              Email:

            	
              Rebecca.curtiss@greenstonefcs.com

            


    

    


    
      Fed Wire
Instructions

    

     

    
      	
              Bank:

            	
              Agribank,
      FCB

            


    

    
      	
              Address:

            	
              St.  Paul,
      MN

            


    

    
      	
              Beneficiary:

            	
              GreenStone
      - BFE

            


    

    
      	
              ABA
      #:

            	
              096-016-972

            


    

    
      	
              Account
      #:

            	
              362406788

            


    

    
      	
              Attn:

            	
              Capital
      Markets

            


    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    6.  Metropolitan
Life Insurance Company

     

    Eurodollar Loan Lending
Office:

     

    
      	
              Name:

            	
              Metropolitan
      Life Insurance Company

            


    

    
      	
              Address:

            	
              10
      Park Avenue, P.O. Box 1902

            


    

    
      	
               
      

            	
              Morristown,
      NJ 07962

            


    

    
      	
              Attn:

            	
              Neil
      Fredericks

            


    

    
      	
              Tel:

            	
              813-983-4455

            


    

    
      	
              Fax:

            	
              212-251-1604

            


    

    
      	
              Email:

            	
              nfredricks@metlife.com

            


    

    


    
      Fed Wire
Instructions

    

     

    
      	
              Bank:

            	
              JP
      Morgan Chase

            


    

    
      	
              Address:

            	
              New
      York, NY

            


    

    
      	
              Beneficiary:

            	
              Metropolitan
      Life Insurance Company

            


    

    
      	
              ABA
      #:

            	
              021-000-021

            


    

    
      	
              Account
      #:

            	
              002
      2 410591

            


    

    


    
      Base Rate Loan Lending
Office:

    

     

    
      	
              Name:

            	
              Metropolitan
      Life Insurance Company

            


    

    
      	
              Address:

            	
              10
      Park Avenue, P.O. Box 1902

            


    

    
      	
               
      

            	
              Morristown,
      NJ 07962

            


    

    
      	
              Attn:

            	
              Neil
      Fredericks

            


    

    
      	
              Tel:

            	
              813-983-4455

            


    

    
      	
              Fax:

            	
              212-251-1604

            


    

    
      	
              Email:

            	
              nfredricks@metlife.com

            


    

    


    
      Fed Wire
Instructions

    

     

    
      	
              Bank:

            	
              JP
      Morgan Chase

            


    

    
      	
              Address:

            	
              New
      York, NY

            


    

    
      	
              Beneficiary:

            	
              Metropolitan
      Life Insurance Company

            


    

    
      	
              ABA
      #:

            	
              02
      1-000-02 1

            


    

    
      	
              Account
      #:

            	
              002
      2 410591

            


    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    7.  Mizuho
Corporate Bank, Ltd.

     

    Eurodollar Loan Lending
Office:

     

    
      	
              Name:

            	
              Mizuho
      Corporate Bank, Ltd

            


    

    
      	
              Address:

            	
              1251
      Avenue of the Americas

            


    

    
      	
               
      

            	
              New
      York, NY 10020

            


    

    
      	
              Attn:

            	
              Nicole
      Ferrara

            


    

    
      	
              Tel:

            	
              201-626-9341

            


    

    
      	
              Fax:

            	
              201-626-9941

            


    

    
      	
              Email:

            	
              Nicole.ferrara@mizuhocbus.com

            


    

    


    
      Fed Wire
Instructions

    

     

    
      	
              Bank:

            	
              Mizuho
      Corporate Bank, Ltd

            


    

    
      	
              Beneficiary:

            	
              BFE

            


    

    
      	
              ABA:

            	
              026-004-307

            


    

    
      	
              Account
      #:

            	
              H79-740-222205

            


    

    
      	
              Attn:

            	
              Nicole
      Ferrara

            


    

    
      	
              Ref:

            	
              BFE
      Operating Company, LLC

            


    

    


    
      Base Rate Loan Lending
Office:

    

     

    
      	
              Name:

            	
              Mizuho
      Corporate Bank, Ltd

            


    

    
      	
              Address:

            	
              1251
      Avenue of the Americas

            


    

    
      	
               
      

            	
              New
      York, NY 10020

            


    

    
      	
              Attn:

            	
              Nicole
      Ferrara

            


    

    
      	
              Tel:

            	
              201-626-9341

            


    

    
      	
              Fax:

            	
              201-626-9941

            


    

    
      	
              Email:

            	
              Nicole.ferrara@mizuhocbus.com

            


    

    


    
      Fed Wire
Instructions

    

     

    
      	
              Bank:

            	
              Mizuho
      Corporate Bank, Ltd

            


    

    
      	
              Beneficiary:

            	
              BFE

            


    

    
      	
              ABA
      #:

            	
              026-004-307

            


    

    
      	
              Account
      #:

            	
              H79-740-222205

            


    

    
      	
              Attn:

            	
              Nicole
      Ferrara

            


    

    
      	
              Ref:

            	
              BFE
      Operating Company, LLC

            


    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    8.  Amarillo
National Bank

     

    Eurodollar Loan Lending
Office:

     

    
      	
              Name:

            	
              Amarillo
      National Bank

            


    

    
      	
              Address:

            	
              410
      S Taylor

            


    

    
      	
               
      

            	
              Amarillo,
      TX 79101

            


    

    
      	
              Attn:

            	
              Nelda
      Fox

            


    

    
      	
              Tel:

            	
              806-378-8185

            


    

    
      	
              Fax:

            	
              806-345-1663

            


    

    


    
      Fed Wire
Instructions

    

     

    
      	
              Bank:

            	
              Amarillo
      National Bank

            


    

    
      	
              Address:

            	
              410
      S Taylor

            


    

    
      	
               
      

            	
              Amarillo,
      TX 79101

            


    

    
      	
              ABA
      #:

            	
              111-300-958

            


    

    
      	
              Account
      #:

            	
              BFE
      Operating Company LLC

            


    

    
      	
              Ref:

            	
              Commercial
      Loans

            


    

    
      	
              Attn:

            	
              Nelda
      Fox

            


    

    


    
      Base Rate Loan Lending
Office:

    

     

    
      	
              Name:

            	
              Amarillo
      National Bank

            


    

    
      	
              Address:

            	
              410
      S Taylor

            


    

    
      	
               
      

            	
              Amarillo,
      TX 79101

            


    

    
      	
              Attn:

            	
              Nelda
      Fox

            


    

    
      	
              Tel:

            	
              806-378-8185

            


    

    
      	
              Fax:

            	
              806-345-1663

            


    

    


    
      Fed Wire
Instructions

    

     

    
      	
              Bank:

            	
              Amarillo
      National Bank

            


    

    
      	
              Address:

            	
              410
      S Taylor

            


    

    
      	
               
      

            	
              Amarillo,
      TX 79101

            


    

    
      	
              ABA
      4:

            	
              111-300-958

            


    

    
      	
              Account
      #:

            	
              BFE
      Operating Company LLC

            


    

    
      	
              Ref:

            	
              Commercial
      Loans

            


    

    
      	
              Attn:

            	
              Nelda
      Fox

            


    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    9.  Farm Credit
Bank of Texas

     

    Eurodollar Loan Lending
Office:

     

    
      	
              Name:

            	
              Farm
      Credit Bank of Texas

            


    

    
      	
              Address:

            	
              4801
      Plaza on the Lake Drive

            


    

    
      	
               
      

            	
              Austin,
      TX 78746

            


    

    
      	
              Attn:

            	
              Deborah
      Noren

            


    

    
      	
              Tel:

            	
              512-465-0707

            


    

    
      	
              Fax:

            	
              512-465-1832

            


    

    
      	
              Email:

            	
              Deborah.noren@farmcreditbank.com

            


    

    


    
      Fed Wire
Instructions

    

     

    
      	
              Bank:

            	
              Farm
      Credit Bank of Texas

            


    

    
      	
              SWIFT:

            	
              1149-2470-0

            


    

    
      	
              Beneficiary:

            	
              Farm
      Cr Bk Aus

            


    

    
      	
              Account
      #:

            	
              150499

            


    

    
      	
              Ref:

            	
              BFE
      Operating Company, LLC

            


    

    


    
      Base Rate Loan Lending
Office:

    

     

    
      	
              Name:

            	
              Farm
      Credit Bank of Texas

            


    

    
      	
              Address:

            	
              4801
      Plaza on the Lake Drive

            


    

    
      	
               
      

            	
              Austin,
      TX 78746

            


    

    
      	
              Attn:

            	
              Deborah
      Noren

            


    

    
      	
              Tel:

            	
              512-465-0707

            


    

    
      	
              Fax:

            	
              512-465-1832

            


    

    
      	
              Email:

            	
              Deborah.noren@farmcreditbank.com

            


    

    


    
      Fed Wire
Instructions

    

     

    
      	
              Bank:

            	
              Farm
      Credit Bank of Texas

            


    

    
      	
              SWIFT:

            	
              1149-2470-0

            


    

    
      	
              Beneficiary:

            	
              Farm
      Cr Bk Aus

            


    

    
      	
              Account
      #:

            	
              150499

            


    

    
      	
              Ref:

            	
              BFE
      Operating Company, LLC

            


    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    10.  Cooperatieve
Centrale Raiffeisen-Boerenleenbank B.A. Rabobank International, New York
Branch

     

    Eurodollar Loan Lending
Office:

     

    
      	
              Name:

            	
              Rabobank
      International, New York Branch

            


    

    
      	
              Address:

            	
              245
      Park Avenue

            


    

    
      	
               
      

            	
              New
      York, NY 10167

            


    

    
      	
              Attn:

            	
              Siu
      Chu

            


    

    
      	
              Tel:

            	
              201-499-5496

            


    

    
      	
              Fax:

            	
              201-499-5426

            


    

    
      	
              Email
      :

            	
              siu.chu@rabobank.com

            


    

    


    
      Fed Wire
Instructions

    

     

    
      	
              Bank:

            	
              JP
      Morgan Chase, N.A.

            


    

    
      	
              ABA:

            	
              021-000-021

            


    

    
      	
              SWIFT:

            	
              CHASUS33

            


    

    
      	
              Beneficiary:

            	
              Rabobank
      International, New York, Branch

            


    

    
      	
              Account
      #:

            	
              400-212307

            


    

    
      	
              Attn:

            	
              CSD

            


    

    
      	
              Ref:

            	
              Biofuels
      Energy

            


    

    


    
      Base Rate Loan Lending
Office:

    

     

    
      	
              Name:

            	
              Rabobank
      International, New York Branch

            


    

    
      	
              Address:

            	
              245
      Park Avenue

            


    

    
      	
               
      

            	
              New
      York, NY 10167

            


    

    
      	
              Attn:

            	
              Siu
      Chu

            


    

    
      	
              Tel:

            	
              201-499-5496

            


    

    
      	
              Fax:

            	
              201-499-5426

            


    

    
      	
              Email
      :

            	
              siu.chu@rabobank.com

            


    

    


    
      Fed Wire
Instructions

    

     

    
      	
              Bank:

            	
              JP
      Morgan Chase, N.A.

            


    

    
      	
              ABA:

            	
              021-000-021

            


    

    
      	
              SWIFT:

            	
              CHASUS33

            


    

    
      	
              Beneficiary:

            	
              Rabobank
      International, New York, Branch

            


    

    
      	
              Account
      #:

            	
              400-212307

            


    

    
      	
              Attn:

            	
              CSD

            


    

    
      	
              Ref:

            	
              Biofuels
      Energy

            


    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    11.  Standard
Chartered Bank

     

    Eurodollar Loan Lending
Office:

     

    
      	
              Name:

            	
              Standard
      Chartered Bank

            


    

    
      	
              Address:

            	
              One
      Madison Avenue

            


    

    
      	
               
      

            	
              New
      York, NY 10010-3603

            


    

    
      	
              Attn:

            	
              Vicky
      Faltine

            


    

    
      	
              Tel:

            	
              212-667-0203

            


    

    
      	
              Fax:

            	
              212-667-0568

            


    

    


    
      Fed Wire
Instructions

    

     

    
      	
              Bank:

            	
              Standard
      Chartered Bank, NY

            


    

    
      	
              ABA
      #:

            	
              026-002-561

            


    

    
      	
              Account
      #:

            	
              3582-088462-001

            


    

    
      	
              Ref:

            	
              BFE
      Operating Company LLC

            


    

    


    
      Base Rate Loan Lending
Office:

    

     

    
      	
              Name:

            	
              Standard
      Chartered Bank

            


    

    
      	
              Address:

            	
              One
      Madison Avenue

            


    

    
      	
               
      

            	
              New
      York, NY 10010-3603

            


    

    
      	
              Attn:

            	
              Vicky
      Faltine

            


    

    
      	
              Tel:

            	
              212-667-0203

            


    

    
      	
              Fax:

            	
              212-667-0568

            


    

    


    
      Fed Wire
Instructions

    

     

    
      	
              Bank:

            	
              Standard
      Chartered Bank, NY

            


    

    
      	
              ABA
      #:

            	
              026-002-561

            


    

    
      	
              Account
      #:

            	
              3582-088462-001

            


    

    
      	
              Ref:

            	
              BFE
      Operating Company LLC

            


    

    


    
      12.  First
National Bank of Omaha

    

     

    
      Eurodollar Loan Lending
Office:

    

     

    
      	
              Name:

            	
              First
      National Bank of Omaha

            


    

    
      	
              Address:

            	
              1620
      Dodge Street

            


    

    
      	
               
      

            	
              Omaha,
      NE 68197

            


    

    
      	
              Attn:

            	
              Sarah
      Bostic

            


    

    
      	
              Tel:

            	
              402-633-3551

            


    

    
      	
              Fax:

            	
              402-633-3540

            


    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    Fed Wire
Instructions

     

    
      	
              Bank:

            	
              First
      National Bank of Omaha

            


    

    
      	
              ABA
      #:

            	
              104-000-016

            


    

    
      	
              Account
      #:

            	
              13009109

            


    

    
      	
              Ref:

            	
              BFE
      Operating Company, LLC — Acct.
2000106326

            


    

    


    
      Base Rate Loan Lending
Office:

    

     

    
      	
              Name:

            	
              First
      National Bank of Omaha

            


    

    
      	
              Address:

            	
              1620
      Dodge Street

            


    

    
      	
               
      

            	
              Omaha,
      NE 68197

            


    

    
      	
              Attn:

            	
              Sarah
      Bostic

            


    

    
      	
              Tel:

            	
              402-633-3551

            


    

    
      	
              Fax:

            	
              402-633-3540

            


    

    


    
      Fed Wire
Instructions

    

     

    
      	
              Bank:

            	
              First
      National Bank of Omaha

            


    

    
      	
              ABA
      #:

            	
              104-000-016

            


    

    
      	
              Account
      #:

            	
              13009109

            


    

    
      	
              Ref:

            	
              BFE
      Operating Company, LLC — Acct.
2000106326

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    ANNEX
III

    to

    Credit
Agreement

    


    TARGET
BALANCE AMOUNT

     

    
      
        
          
            
              
                	 
      	 	
                        Quarterly period ending on

                      	 	
                        Outstanding Term Loan

                      	 
	
                        1.

                      	 	
                        6/30/2008

                      	 	$	201,923,077	 
	
                        2.

                      	 	
                        9/30/2008

                      	 	$	193,846,154	 
	
                        3.

                      	 	
                        12/31/2008

                      	 	$	185,769,231	 
	
                        4.

                      	 	
                        3/31/2009

                      	 	$	177,692,308	 
	
                        5.

                      	 	
                        6/30/2009

                      	 	$	169,615,385	 
	
                        6.

                      	 	
                        9/30/2009

                      	 	$	161,538,462	 
	
                        7.

                      	 	
                        12/31/2009

                      	 	$	153,461,538	 
	
                        8.

                      	 	
                        3/31/2010

                      	 	$	145,384,615	 
	
                        9.

                      	 	
                        6/30/2010

                      	 	$	137,307,692	 
	
                        10.

                      	 	
                        9/30/2010

                      	 	$	129,230,769	 
	
                        11.

                      	 	
                        12/31/2010

                      	 	$	121,153,846	 
	
                        12.

                      	 	
                        3/31/2011

                      	 	$	113,076,923	 
	
                        13.

                      	 	
                        6/30/2011

                      	 	$	105,000,000	 
	
                        14.

                      	 	
                        9/30/2011

                      	 	$	96,923,077	 
	
                        15.

                      	 	
                        12/31/2011

                      	 	$	88,846,154	 
	
                        16.

                      	 	
                        3/31/2012

                      	 	$	80,769,231	 
	
                        17.

                      	 	
                        6/30/2012

                      	 	$	72,692,308	 
	
                        18.

                      	 	
                        9/30/2012

                      	 	$	64,615,385	 
	
                        19.

                      	 	
                        12/31/2012

                      	 	$	56,538,462	 
	
                        20.

                      	 	
                        3/31/2013

                      	 	$	48,461,538	 
	
                        21.

                      	 	
                        6/30/2013

                      	 	$	40,384,615	 
	
                        22.

                      	 	
                        9/30/2013

                      	 	$	32,307,692	 
	
                        23.

                      	 	
                        12/31/2013

                      	 	$	24,230,769	 
	
                        24.

                      	 	
                        3/31/2014

                      	 	$	16,153,846	 
	
                        25.

                      	 	
                        6/30/2014

                      	 	$	8,076,923	 
	
                        26.

                      	 	
                        9/30/2014

                      	 	 	0