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Exhibit 10.25
 AMENDED AND RESTATED MASTER LOAN AGREEMENT
  CENTRAL IOWA ENERGY, LLC
  F & M BANK  IOWA




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TABLE OF CONTENTS
 PageARTICLE I. DEFINITIONS AND ACCOUNTING MATTERS
    
    
    4Section 1.01 Certain Defined Terms
    
    
    4Section 1.02 Accounting Matters
    
    
    14Section 1.03 Construction
    
    
    14ARTICLE II. AMOUNTS AND TERMS OF THE TERM LOANS
    
    
    14Section 2.01 Supplements
    
    
    14Section 2.02 Construction Loan
    
    
    14Section 2.03 Term Revolving Loan
    
    
    15Section 2.04 Revolving Line of Credit
    
    
    15Section 2.05 Conversion of Construction Loan Into Term Loan
    
    
    15Section 2.06 Letters of Credit Procedures/Fees/Reimbursement
    
    
    16Section 2.07 Adjustments to Interest Rate
    
    
    18Section 2.08 Default Interest.
    
    
    18Section 2.09 Late Charge
    
    
    18Section 2.10 Prepayment of Loans
    
    
    19Section 2.11 Changes in Law Rendering Certain LIBOR Rate Loans Unlawful
    
    
    19Section 2.12 Payments and Computations
    
    
    19Section 2.13 Maximum Amount Limitation
    
    
    20Section 2.14 Lender Records
    
    
    21Section 2.15 Loan Payments
    
    
    21Section 2.16 Compensation
    
    
    21Section 2.17 Excess Cash Flow
    
    
    22ARTICLE III CONDITIONS PRECEDENT
    
    
    22Section 3.01 Conditions Precedent to Funding
    
    
    22ARTICLE IV. REPRESENTATIONS AND WARRANTIES
    
    
    26Section 4.01 Representations and Warranties of the Borrower
    
    
    26ARTICLE V. COVENANTS OF THE BORROWER
    
    
    30Section 5.01 Affirmative Covenants
    
    
    30Section 5.02 Negative Covenants
    
    
    38ARTICLE VI. EVENTS OF DEFAULT AND REMEDIES
    
    
    41Section 6.01 Events of Default
    
    
    41Section 6.02 Remedies
    
    
    44Section 6.03 Remedies Cumulative
    
    
    45
  2




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PageARTICLE VII. MISCELLANEOUS
    
    
    45Section 7.01 Amendments, etc.
    
    
    45Section 7.02 Notices, etc.
    
    
    46Section 7.03 No Waiver; Remedies
    
    
    47Section 7.04 Costs, Expenses and Taxes
    
    
    47Section 7.05 Right of Set-off
    
    
    47Section 7.06 Severability of Provisions
    
    
    48Section 7.07 Binding Effect; Successors and Assigns; Participations
    
    
    48Section 7.08 Consent to Jurisdiction
    
    
    49Section 7.09 Governing Law
    
    
    49Section 7.10 Execution in Counterparts
    
    
    49Section 7.11 Survival
    
    
    49Section 7.12 US Patriot Act
    
    
    49Section 7.13 Waiver of Jury Trial
    
    
    50Section 7.14 Entire Agreement
    
    
    50
 LIST OF SCHEDULES AND EXHIBITS
 Schedule 3.01(d)
    
    Real PropertySchedule 4.01(a)
    
    Description of Certain Transactions Related to the Borrowers StockSchedule 4.01(f)
    
    Description of Certain Threatened
Actions, etc.Schedule 4.01(k)
    
    Location of Inventory and Farm Products; Third Parties in Possession; CropsSchedule 4.01(l)
    
    Office Locations; Fictitious Names;
Etc.Schedule 4.01(p)
    
    Intellectual PropertySchedule 4.01(t)
    
    Environmental ComplianceSchedule 5.01(o)
    
    ManagementSchedule 5.02(a)
    
    Description of Certain Liens, Lease
Obligations, etc.Schedule 5.02(k)
    
    Transactions with AffiliatesExhibit A
    
    Compliance CertificateExhibit B
    
    Project Sources and Uses StatementExhibit C
    
    Form of Opinion LetterExhibit D
    
    Form of Letter of Credit
  3




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AMENDED AND RESTATED MASTER LOAN AGREEMENT
 THIS AMENDED AND RESTATED MASTER LOAN AGREEMENT Agreement F & M BANK  IOWA, Lender CENTRAL IOWA ENERGY, LLC Borrower
 RECITALS
 A.
   AGREEMENT
 NOW, THEREFORE,
 ARTICLE I.
DEFINITIONS AND ACCOUNTING MATTERS
 Certain Defined Terms
 Advance/Advances
 Affiliate provided, however
  4




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Agreement
 Allowed Distributions
 Borrower
 Borrowers Equity
 Business Day
 Capital Expenditures
 Closing Date
 CERCLA
 Collateral
  5




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Commitment
 Completion Date
 Compliance Certificate
 Construction Advance
 Construction Contracts
 Construction Loan
 Construction Note
 Contractor
 Conversion Date
 Current Portion of Long Term Debt
  6




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Debt
 Default Rate
 Disbursing Agent
 Disbursing Agreement
 Distribution
 Environmental Laws
 EBITDA
 ERISA
 Events of Default
 Excess Cash Flow
 Excess Cash Flow Payment
  7




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Excess Distributions
 Extraordinary Items
 Fixed Charge Coverage Ratio
 Fixed Rate Loan
 Food Security Act
 Funded Debt
 GAAP
 General Contractor
 Governmental Authority
 Income Taxes
 Inspecting Engineer
 Intellectual Property
 Interest Expense
  8




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Interest Period
 Inventory
 Lender
 Letter of Credit
 Letter of Credit Liabilities
 LIBOR Rate
 Loan and Carrying Charges
  9




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Loan Documents
 Loan Obligations
 Loan/Loans
 Long Term Debt
 Long Term Marketing Agreement
 Maintenance Capital Expenditures
 Material Adverse Effect
  10




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Material Contract
 Maturity Date
 Maximum Rate
 Mortgage
 Net Income
 Note/Notes
 Ordinary Trade Payable Dispute bona fide
 Person
 Personal Property
  11




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Plans and Specifications
 Project
 Project Costs
 Project Sources and Uses Statement
 Real Property
 Reimbursement Obligation
 Related Documents
 Revolving Loans
 Revolving Line of Credit Loan
 Amended and Restated Revolving Line of Credit Note
 Revolving Line of Credit Loan Maturity Date
  12




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SARA
 Security Agreement
 Security Interest
 Subordinated Debt
 Supplement
 Tangible Net Worth
 Tangible Owners Equity
 Tax Distributions
 Term Loan
 Term Revolving Loan
  13




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Term Revolving Note
 Working Capital
 Accounting Matters
 Construction
 ARTICLE II
AMOUNTS AND TERMS OF THE LOANS
 Supplements . Supplement Supplements
 Construction Loan
  14




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Term Revolving Loan .
 Revolving Line of Credit .
 Conversion of Construction Loan Into Term Loan and Term Revolving Loan . provided, however
  15




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Letter of Credit Procedures / Fees / Reimbursement .
 Letter of Credit Request Procedure provided
 Letter of Credit Fees
 Funding of Drawings
 Reimbursements
  16




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Reimbursement Obligations Absolute provided
 Issuer Responsibility
  17




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Adjustments to Interest Rate
 Tangible Owners Equity
    
    Interest RateLess than 50.00%
    
    Applicable LIBOR Rate plus 325 basis points50.00%59.99%
    
    Applicable LIBOR Rate plus 300 basis pointsEqual to or Greater Than 60.00%
    
    Applicable LIBOR Rate plus 275 basis points
 Adjustment Date
 Default Interest
 Late Charge .
  18




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Prepayment of Term Loan .
 Closing through 12 months after Conversion Date
    
    
    2.00
    %Months 13-24 after Conversion Date
    
    
    1.00
    %
  Changes in Law Rendering Certain LIBOR Rate Loans Unlawful
 Payments and Computations
 Method of Payment
  19




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Application of Funds .
 Payments on a Non-Business Day
 Proceeds of Collateral
 Computations
 Maximum Amount Limitation
  20




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Lender Records prima facie
 Loan Payments
 Compensation .
   21




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Excess Cash Flow . Excess Cash Flow Payment provided, however,
 ARTICLE III.
CONDITIONS PRECEDENT
 Conditions Precedent to Funding
          22




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Title Insurance Company
  23




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Flood
Hazard Property
    24




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25




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ARTICLE IV.
REPRESENTATIONS AND WARRANTIES
 Representations and Warranties of the Borrower
 Borrower
 The Loan Documents
 Governmental Approvals
 Enforceability
  26




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Financial Condition and Operations
 Litigation
 Use of Proceeds of Advances, etc
 Liens
 Taxes .
 Solvency
  27




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Location of Inventory and Farm Products; Third Parties in Possession; Crops
 Office Locations; Fictitious Names; Predecessor Companies; Tax I.D. Number
 Title to Properties .
 Disclosure
  28




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Operation of Business
 Intellectual Property Intellectual Property
 Employee Benefit Plans .
 Investment Company Act
 Compliance with Laws .
 Environmental Compliance
 Material Change .
  29




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Member Investment .
 ARTICLE V.
COVENANTS OF THE BORROWER
 Affirmative Covenants
 Compliance with Laws, etc
 Visitation Rights; Field Examination
 Reporting Requirements
 ;
  30




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st
 and
be
      31




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32




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Working Capital
 Tangible Net Worth
 Tangible Owners Equity . th
 Fixed Charge Coverage Ratio th
 Liens
 Landlord and Mortgagee Waivers
 Insurance
  33




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Property and Insurance Maintenance .
 Keeping Books and Records
 Food Security Act Compliance
  34




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Warehouse Receipts
 Management of Borrower
 Compliance with Other Agreements
 Commodity Account Control Agreement.
 Additional Assurances
 Construction of Project .
      35




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36




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Negative Covenants
 Liens, etc
       38




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Distributions, etc Allowed Distributions Reinvestment Distributions Excess Distributions provided, however
 Capital Expenditures .
 Consolidation, Merger, Dissolution, Etc.
 Indebtedness, etc
  39




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Organization; Name; Chief Executive Office
 Loans, Guaranties, etc
 Subsidiaries; Affiliates .
 Transfer of Assets
 Lines of Business .
 Transactions with Affiliates . provided
  40




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Management Fees and Compensation .
 Material Control or Management .
 Amendments to Organizational Documents
 ARTICLE VI.
EVENTS OF DEFAULT AND REMEDIES
 Events of Default Event of
Default
       41




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42




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43




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Remedies
 provided, however
     44




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provided, however,
  Remedies Cumulative .
 ARTICLE VII.
MISCELLANEOUS
 Amendments, etc
  45




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Notices, etc
 If to the Borrower:
    
    Central Iowa Energy, LLC2617 1st Ave EastNewton, IA 50208Telephone: (641) 990-0423Fax: (801) 912-1258Attention: President
 With a copy to:
    
    Brown Winick, Graves, Gross,
Baskerville &Schoenebaum, P.L.C.Suite 2000 Ruan CenterDes Moines, IA 50309Telephone: (515) 242-2409Fax: (515) 249-1432Attn. Harold Schneebeck
 If to the Lender:
    
    F & M Bank-Iowa11 North First AveMarshalltown, IA 50158Telephone: (641) 754-6828Facsimile: (801) 912-1258Attention: Roger Holck
 With copies to:
    
    AgStar Financial Services, PCA3555 9th Street NW Suite 400Rochester MN 55903Telephone: (507) 386-4242Facsimile: (507) 344-5088Attention: Mark SchmidtPhillip L. KunkelGray Plant Mooty1010 West St. Germain, Suite 600St. Cloud, MN 56301Facsimile: (320) 252-4482
   46




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No Waiver; Remedies
 Costs, Expenses and Taxes.
    Right of Set-off
  47




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Severability of Provisions
 Binding Effect; Successors and Assigns; Participations
    48




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Consent to Jurisdiction
   Governing Law
 Execution in Counterparts
 Survival
 USA PATRIOT ACT .
  49




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WAIVER OF JURY TRIAL . THE BORROWER AND THE LENDER HEREBY IRREVOCABLY
WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR
RELATING TO ANY LOAN DOCUMENT TO WHICH IT IS A PARTY OR ANY INSTRUMENT OR DOCUMENT DELIVERED
THEREUNDER.
 Entire Agreement
  IMPORTANT: READ BEFORE SIGNING. THE TERMS OF THIS AGREEMENT, THE SUPPLEMENTS, THE NOTES, AND THE
OTHER LOAN DOCUMENTS REFERRED TO HEREIN SHOULD BE READ CAREFULLY BECAUSE ONLY THOSE TERMS IN
WRITING ARE ENFORCEABLE. NO OTHER TERMS OR ORAL PROMISES NOT CONTAINED IN THIS WRITTEN CONTRACT
MAY BE LEGALLY ENFORCED. YOU MAY CHANGE THE TERMS OF THIS AGREEMENT ONLY BY ANOTHER WRITTEN
AGREEMENT.
 BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS MASTER LOAN AGREEMENT, AND BORROWER
AGREES TO ITS TERMS. THIS AGREEMENT IS DATED AS OF THE DATE FIRST ABOVE STATED.
 BORROWER:
    
    LENDER:CENTRAL IOWA ENERGY, LLC, an Iowa
    
    F & M BANK-IOWA, a bank chartered underlimited liability company
    
    the laws of Iowa/s/ James Johnston
    
    /s/ Daniel J. HassmanBy: James Johnston
    
    By: Daniel J. HassmanIts: Chairman
    
    Its: President
  50




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EXHIBIT A  COMPLIANCE CERTIFICATE
   1.
    
    The financial statement(s) attached hereto are complete and correct in all
material respects and fairly present the financial condition of the Borrower as of the
date of said financial statement(s) and the result of its business operations for the
period covered thereby;2.
    
    Repeats and reaffirms to the Lender each and all of the representations and
warranties made by the Borrower in the Loan Agreement and the agreements referred to
therein or related thereto, and represents and warrants to the Lender that each and all
of said warranties and representations are true and correct as of the date hereof,
except as disclosed in writing to the Lender;3.
    
    No Event of Default (as that term is defined in the Loan Agreement), and no
event which with the giving of notice or the passage of time or both would constitute
an Event of Default, has occurred and is continuing as of the date hereof; and4.
    
    All the calculations set forth below are made pursuant to the terms of the Loan
Agreement and are true and accurate as of the date of the attached financial
statements:
 1.
    
    Section 5.01(d) - Working Capital.(tested annually)(a)
    
    Required Working Capital (@ Completion Date & continually thereafter)
    
    $
    4,000,000.00(a)
    
    Current Assets
    
    $(b)
    
    Current Liabilities
    
    $Line (a) less line (b)
    
    $In Compliance
    
    Yes _____ No _____2.
    
    Section 5.01(e) - Tangible Net Worth.(tested annually)(a)
    
    Required Tangible Net Worth ($21,500,000.00 @ Completion Date)(annually thereafter, increases based on covenant)$(b)
    
    Actual Tangible Net Worth(1)  Total Assets
    
    $(2)  Less Intangible Assets (per definition)
    
    $




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(3)  Total Tangible Assets
    
    $(4)  Total Liabilities
    
    $(5)  Tangible Net Worth
    
    $(line (4) minus line (5))In Compliance
    
    Yes _____ No_____3.
    
    Section 5.01(f) - Owner Equity Ratio(tested annually beginning at the end of second operating year)(a)
    
    Tangible Net Worth
    
    $(b)
    
    Total Assets
    
    $(c)
    
    Owner Equity Percentage(percent of line (b) to (c))
    
    
    
    %Required Percentage of 50%In Compliance
    
    Yes _____ No_____4.
    
    Section 5.01(g) - Fixed Charge Ratio(a)
    
    EBITDA
    
    $(b)
    
    Extraordinary Items
    
    $(c)
    
    Numerator (sum of lines (a) and (b))
    
    $(d)
    
    Current Portion of Long Term Debt
    
    $(e)
    
    Interest Expense
    
    $(f)
    
    Dividends
    
    $(g)
    
    Tax Distributions
    
    $(h)
    
    Maintenance Capital Expenditures
    
    $(i)
    
    Denominator (sum of lines (d) through (h))
    
    $Ratio of line (c) to (i)
    to 1.00Required Ratio of 1.25 to 1.00In Compliance
    
    Yes _____ No_____
  BORROWER:




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EXHIBIT B  PROJECT SOURCE AND USE STATEMENT
 Central Iowa Energy
Sources and Uses of Cash
 Sources:Owner Equity
    
    $
    23,159,000.00
    
    
    includes $1,000,000 (REG)Sub Debt/Mezzanine
    
    $
    Construction Loan
    
    $
    27,000,000.00Grant Income
    
    $
    10,000.00Low/zero interest loans
    
    $
    400,000.00$
    50,569,000.00Uses:General Contractor fees
    
    $
    38,076,000.00Accounting fees
    
    $
    36,130.00Consulting fees
    
    $
    383,163.21Legal fees
    
    $
    160,874.61Electric
    
    $
    163,472.00Dues
    
    $
    297.33Insurance
    
    $
    70,478.00Real Estate
    
    $
    224,400.00Office Equipment
    
    $
    75,000.00Construction Contingency
    
    $
    1,000,000.00Office Utilities
    
    $
    6,405.06Performance Bond
    
    $
    247,829.00Equity Drive
    
    $
    130,688.96Office/Meeting/Board Expenses
    
    $
    18,074.54Escrow Agent Fees
    
    $
    1,400.00Sponsorship
    
    $
    1,088.65Land Surveys
    
    $
    11,221.00State Filing Fees
    
    $
    1,005.00Land Option
    
    $
    2,000.00Start up Costs/Working Capital
    
    $
    9,959,472.64$
    50,569,000.00




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EXHIBIT C  FORM OF OPINION LETTER
 October , 2007
    
    direct phone:515-242-2409direct fax:515-323-8509email:schneebeck@brownwinick.com
 
 Re:    Amended and Restated Master Loan Agreement Dated as of October 17, 2007 between
Central Iowa Energy, LLC, as Borrower, and F & M Bank-Iowa, as Lender.
    (i)
    
    Amended and Restated Master Loan Agreement dated October 17, 2007 (the Loan
Agreement);(ii)
    
    Amendment to First Supplement to the Master Loan Agreement;(iii)
    
    Second Supplement to the Master Loan Agreement;(iv)
    
    Amended and Restated Third Supplement to the Master Loan Agreement;(v)
    
    Construction and Term Note;(vi)
    
    Term Revolving Note;(vii)
    
    Amended and Restated Revolving Line of Credit Note;(viii)
    
    Security Agreement;(ix)
    
    Amended and Restated Mortgage;(x)
    
    Disbursing Agreement;
  54




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(xi)
    
    Financing Statement;(xii)
    
    Collateral Assignment of Design Build Contract;(xiii)
    
    Amended and Restated Assignment of Management & Operational Services Agreement;(xiv)
    
    Amended and Restated Assignment of Gas Sales Contract;(xv)
    
    Amended and Restated Assignment of Electric Service Agreement;(xvi)
    
    Amended and Restated Assignment of Water Users Management Agreement;(xvii)
    
    Indemnity Agreement;(xviii)
    
    Environmental Indemnity Agreement;(xix)
    
    Post Closing Letter;(xx)
    
    Articles of Organization;(xxi)
    
    Operating Agreement;(xxii)
    
    records of proceedings and actions of the members and Board of Directors of the
Borrower with respect to matters pertaining to this opinion(xxiii)
    
    such other documents, agreements and materials as we have deemed necessary and
appropriate to render the opinions set forth in this letter, subject to the
limitations, assumptions and qualifications noted below.
    55




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60




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Very truly yours,

BROWN, WINICK, GRAVES, GROSS, BASKERVILLE & SCHOENEBAUM, P.L.C.By:
    __________________________________  61




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EXHIBIT D  FORM OF LETTER OF CREDIT
 IRREVOCABLE STANDBY
 LETTER OF CREDIT NO.
  
 
 
  
  but will
automatically renew on each anniversary
date of  for an additional one (1) year if you have not received by registered mail
notification of our intention not to renew sixty (60) days prior to the original expiration date
and each subsequent expiration date. However, in no event will this Letter of Credit be extended
beyond  Unless F & M Bank-Iowa is notified of an address to the contrary the
notification will be sent to    . ( italicized language applicable
for Letters of Credit issued under the Revolving Loan only).
     62




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Schedule 3.01(d)
Real Property
 th
  63




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Schedule 4.01(a)
Description of Certain Transactions Related to the Borrowers Stock
     64




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Schedule 4.01(f)
Description of Certain Threatened Actions, etc.
   65




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Schedule 4.01(k)
Location of Inventory and Farm Products; Third Parties in Possession; Crops
   66




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Schedule 4.01(l)
Office Locations; Fictitious Names; Etc.
 st
 th
  nd
 
  67




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Schedule 4.01(p)
Intellectual Property
   68




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Schedule 4.01(t)
Environmental Compliance
   69




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Schedule 5.01(o)
Management
  th
 th
 th
 
 
 th
 th
 
 th
 th
 th
     70




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Schedule 5.02(a)
Description of Certain Liens, Lease Obligations, etc.
    71




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Schedule 5.02(k)
Transactions with Affiliates
       72