EXHIBIT
10.46


Loan No.  RIA475T03A


MULTIPLE ADVANCE TERM LOAN SUPPLEMENT


THIS SUPPLEMENT to the Master Loan Agreement dated October
27, 2005, (the “MLA”), is entered into as of November 7, 2006, between CoBANK, ACB (“CoBank”) and DAKOTA
FUELS, INC., Aberdeen, South Dakota (the “Company”), and amends and
restates the Supplement dated October 27, 2005 and numbered RIA475T03.


SECTION 1.  The Term Loan Commitment.  On
the terms and conditions set forth in the MLA and this Supplement, CoBank
agrees to make loans to the Company from time to time during the period set
forth below in an aggregate principal amount not to exceed $35,250,000.00 (the “Commitment”).  Under the Commitment, amounts borrowed and
later repaid may not be reborrowed.


SECTION 2.  Purpose.  The purpose
of the Commitment is to fund advances by the Company to Heartland Grain Fuels,
LP (“Heartland”) under the Multiple Advance Term Loan Supplement between the
Company and Heartland dated as of November 7, 2006 and numbered
RIA475T03A-HGF.  The Commitment shall be
used for no other purpose.


SECTION 3.  Term.  The
term of the Commitment shall be from the date hereof, up to and including
January 20, 2008, or such later date as CoBank may, in its sole discretion,
authorize in writing.


SECTION 4.  Interest.  The
Company agrees to pay interest on the unpaid balance of the loans in accordance
with one or more of the following interest rate options, as selected by the
Company:


(A)          CoBank Base Rate.  At a rate per annum equal at
all times to 1/4 of 1% above the rate of interest established by CoBank from
time to time as its CoBank Base Rate, which Rate is intended by CoBank to be a
reference rate and not its lowest rate. 
The CoBank Base Rate will change on the date established by CoBank as
the effective date of any change therein and CoBank agrees to notify the
Company of any such change.


(B)          Quoted Rate.  At a fixed rate per annum to be
quoted by CoBank in its sole discretion in each instance.  Under this option, rates may be fixed on such
balances and for such periods, as may be agreeable to CoBank in its sole
discretion in each instance, provided that: (1) the minimum fixed period shall
be 180 days; (2) amounts may be fixed in increments of $500,000.00 or multiples
thereof; and (3) the maximum number of fixes in place at any one time shall be
10.


The Company shall select the applicable rate option at the time it
requests a loan hereunder and may, subject to the limitations set forth above,
elect to convert balances bearing interest at the variable rate option to one
of the fixed rate options.  Upon the
expiration of any fixed rate period, interest shall automatically accrue at the
variable rate option provided for above unless the amount fixed is repaid or
fixed for an additional period in accordance with the terms hereof.  Notwithstanding the foregoing, rates may not
be fixed in such a manner as to cause the Company to have to break any fixed
rate balance in order to pay any installment of principal.  All elections provided for herein shall be
made telephonically or in writing and must be received by 12:00 Noon Company’s
local time.  Interest shall be calculated
on the actual number of days each loan is outstanding on the basis of a year
consisting of 360 days and shall be payable monthly in arrears by the 20th day
of the following month or on such other day in such month as CoBank shall
require in a written notice to the Company.


SECTION 5.  Promissory Note.  The
Company promises to repay the loans on January 20, 2008.  If any installment due date is not a day on which
CoBank is open for business, then such installment shall be due and payable on
the next day on which CoBank is open for business.  In addition 













to the above, the Company promises to pay interest on the unpaid
principal balance hereof at the times and in accordance with the provisions set
forth in Section 4 hereof.  This note
replaces and supersedes, but does not constitute payment of the indebtedness
evidenced by, the promissory note set forth in the Supplement being amended and
restated hereby.


In addition to the above, it is agreed that, in the event Heartland
makes any prepayment under Multiple Advance Term Loan Supplement
RIA475T03A-HGF, the Company shall simultaneously make a prepayment hereunder in
the same amount, which prepayment shall be subject to any applicable Broken
Funding Surcharge under the MLA.


SECTION 6.  Prepayment. 
Subject to the broken funding surcharge provision of the MLA, the
Company may on one Business Day’s prior written notice prepay all or any
portion of the loan(s).  Unless otherwise
agreed by CoBank, all prepayments will be applied to principal installments in
the inverse order of their maturity and to such balances, fixed or variable, as
CoBank shall specify.


SECTION 7.  Amendment Fee.  In
consideration of the amendment, the Company agrees to pay to CoBank on the
execution hereof a fee in the amount of $35,000.00.


SECTION 8.  Additional Conditions.  Any
further advances under this Supplement shall be conditional upon receipt by
CoBank, all in a form and content acceptable to CoBank, of the following:


(a)           An
updated guarantee of payment (“Guarantee”) from Heartland Grain Fuels, LP (“Guarantor”)
guaranteeing all of the Company’s obligations to CoBank.


(b)           An
updated opinion of Guarantor’s counsel confirming that the Guarantee has been
duly authorized and executed and is enforceable in accordance with its terms.


(c)           Evidence
satisfactory to CoBank that the disclosure by Heartland Producers, LLC to its
owners will incorporate the additional debt being incurred by the Guarantor in
connection with the proposed vote on the acquisition of Guarantor, and upon
preparation of such disclosure a copy will be provided to CoBank.  The Company acknowledges and agrees that it
shall be a default under this Supplement if such disclosure is not provided in
the preceding sentence.


(d)           Evidence
satisfactory to CoBank that any funds advanced by the Company to Guarantor and
placed into escrow in connection with the proposed acquisition of Guarantor
will not be released from escrow until the original executed promissory note of
the acquirer to Guarantor has been delivered to CoBank as collateral security
for the Guarantee, which promissory note shall state that any default by the
Guarantor on its obligations to CoBank shall be a default under the promissory
note.  The Company acknowledges and
agrees that it shall be a default under this Supplement if such promissory note
is not delivered to CoBank prior to, or simultaneously with, the release of
such funds from escrow.


IN
WITNESS WHEREOF, the
parties have caused this Supplement to be executed by their duly authorized
officers as of the date shown above.


	
  CoBANK, ACB

  	
   

  	
  DAKOTA FUELS, INC.

  
	
   

  	
   

  	
   

  
	
  By: /s/ Pat
  Schulz

  	
   

  	
  By: /s/ Bill Paulsen

  
	
   

  	
   

  	
   

  
	
  Title: Assistant
  Corporate Secretary

  	
   

  	
  Title: Treasurer

  



 



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