EXHIBIT 10.47


MLA No. RIA475-HGF


MASTER LOAN AGREEMENT


THIS MASTER LOAN AGREEMENT is entered into as of October 27, 2005,
between DAKOTA FUELS, INC., (“Dakota Fuels”)
and HEARTLAND GRAIN FUELS, LP, Aberdeen, South Dakota
(the “Company”).


BACKGROUND


From time to time Dakota Fuels may make loans to the
Company.  In order to reduce the amount
of paperwork associated therewith, Dakota Fuels and the Company would like to
enter into a master loan agreement.  For
that reason, and in consideration of Dakota Fuels making one or more loans to
the Company, Dakota Fuels and the Company agree as follows:


SECTION 1.  Supplements.  In
the event the Company desires to borrow from Dakota Fuels and Dakota Fuels is
willing to lend to the Company, or in the event Dakota Fuels and the Company
desire to consolidate any existing loans hereunder, the parties will enter into
a Supplement to this agreement (a “Supplement”).  Each Supplement will set forth the amount of
the loan, the purpose of the loan, the interest rate or rate options applicable
to that loan, the repayment terms of the loan, and any other terms and
conditions applicable to that particular loan. 
Each loan will be governed by the terms and conditions contained in this
agreement and in the Supplement relating to the loan.


SECTION 2.  Availability.  Loans
will be made available on any day on which Agent (as defined herein) and the
Federal Reserve Banks are open for business upon the telephonic or written
request of the Company.  Requests for
loans must be received no later than 12:00 Noon Company’s local time on the
date the loan is desired.


SECTION 3.  Repayment.  The
Company’s obligation to repay each loan shall be evidenced by the promissory
note set forth in the Supplement relating to that loan or by such replacement note
as Agent shall require.  Dakota Fuels
shall maintain a record of all loans, the interest accrued thereon, and all
payments made with respect thereto, and such record shall, absent proof of
manifest error, be conclusive evidence of the outstanding principal and
interest on the loans.  All payments
shall be made as agreed upon by the Company and Dakota Fuels.


SECTION 4.  Appointment of Administrative Agent. 
Pursuant to an Administrative Agency Agreement dated October 27, 2005, (“Agency
Agreement”), Dakota Fuels and CoBank, ACB (“CoBank”) appointed CoBank to act as
Administrative Agent (“Agent”) to act in place of Dakota Fuels hereunder and
under the Supplements and any security documents to be executed
thereunder.  All notices to be made to
Dakota Fuels hereunder shall be made to Agent. 
Agent shall be solely responsible for the administration of this
agreement, the Supplements and the security documents to be executed by the
Company thereunder and the enforcement of all rights and remedies of Dakota
Fuels hereunder and thereunder.  Company
acknowledges the appointment of the Agent and consents to such appointment.


SECTION 5.  Reserved.


SECTION 6.  Conditions Precedent.


(A)          Conditions to Initial Supplement. 
Dakota Fuels’ obligation to extend credit under the initial Supplement
hereto is subject to the conditions precedent that Agent receive, in form and
content satisfactory to Agent, each of the following:













(i)            This Agreement, Etc.  A
duly executed copy of this agreement and all instruments and documents contemplated
hereby.


(ii)           Opinion of Counsel.  An
opinion of counsel to the Company (which counsel must be acceptable to Dakota
Fuels and Agent).


(B)          Conditions to Each Supplement. 
Dakota Fuels’ obligation to extend credit under each Supplement,
including the initial Supplement, is subject to the conditions precedent that
Agent receive, in form and content satisfactory to Agent, each of the
following:


(i)            Supplement.  A duly executed copy of the
Supplement and all instruments and documents contemplated thereby.


(ii)           Evidence of Authority.  Such
certified board resolutions, certificates of incumbency, and other evidence
that Agent may require that the Supplement, all instruments and documents
executed hi connection therewith, and, in the case of initial Supplement
hereto, this agreement and all instruments and documents executed in connection
herewith, have been duly authorized and executed.


(iii)         Fees and Other Charges.  All
fees and other charges provided for herein or in the Supplement.


(C)          Conditions to Each Loan. 
Dakota Fuels’ obligation under each Supplement to make any loan to the
Company thereunder is subject to the condition that no “Event of Default” (as
defined in Section 11 hereof) or event which with the giving of notice and/or
the passage of time would become an Event of Default hereunder (a “Potential
Default”), shall have occurred and be continuing.


SECTION 7.  Representations and Warranties.


(A)          This Agreement.  The Company represents and
warrants to Dakota Fuels and Agent that as of the date of this Agreement:


(i)            Compliance.  The Company and, to the extent
contemplated hereunder, each “Subsidiary” (as defined below), is in compliance
with all of the terms of this agreement, and no Event of Default or Potential
Default exists hereunder.


(ii)           Subsidiaries.  The Company has no “Subsidiary(ies)”
(as defined below).  For purposes hereof,
a “Subsidiary” shall mean a corporation of which shares of stock having
ordinary voting power to elect a majority of the board of directors or other
managers of such corporation are owned, directly or indirectly, by the Company.


(B)          Each Supplement.  The execution by the Company of
each Supplement hereto shall constitute a representation and warranty to Dakota
Fuels and Agent that:


(i)            Applications.  Each representation and
warranty and all information set forth in any application or other documents
submitted in connection with, or to induce Dakota Fuels to enter into, such
Supplement, is correct in all material respects as of the date of the
Supplement.



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(ii)           Conflicting Agreements, Etc.  This
agreement, the Supplements, and all security and other instruments and
documents relating hereto and thereto (collectively, at any time, the “Loan
Documents”), do not conflict with, or require the consent of any party to, any
other agreement to which the Company is a party or by which it or its property
may be bound or affected, and do not conflict with any provision of the Company’s
bylaws, articles of incorporation, or other organizational documents.


(iii)         Compliance.  The Company and, to the extent
contemplated hereunder, each Subsidiary, is in compliance with all of the terms
of the Loan Documents.


(iv)          Binding Agreement.  The Loan Documents create
legal, valid, and binding obligations of the Company which are enforceable in accordance
with their terms, except to the extent that enforcement may be limited by
applicable bankruptcy, insolvency, or similar laws affecting creditors’ rights
generally.


SECTION 8.  Affirmative Covenants. 
Unless otherwise agreed to in writing by Agent while this agreement is
in effect, the Company agrees to and with respect to Subsections 8(B) through
8(G) hereof, agrees to cause each Subsidiary to:


(A)          Reserved.


(B)          Corporate Existence, Licenses, Etc. 
(i) Preserve and keep in full force and effect its existence and
good standing in the jurisdiction of its incorporation or formation;
(ii) qualify and remain qualified to transact business in all
jurisdictions where such qualification is required; and (iii) obtain and
maintain all licenses, certificates, permits, authorizations, approvals, and
the like which are material to the conduct of its business or required by law,
rule, regulation, ordinance, code, order, and the like (collectively, “Laws”).


(C)          Compliance with Laws. 
Comply in all material respects with all applicable Laws, including,
without limitation, all Laws relating to environmental protection and any
patron or member investment program that it may have.  In addition, the Company agrees to cause all
persons occupying or present on any of its properties, and to cause each
Subsidiary to cause all persons occupying or present on any of its properties,
to comply in all material respects with all environmental protection Laws.


(D)          Insurance.  Maintain insurance with
insurance companies or associations acceptable to Agent in such amounts and
covering such risks as are usually carried by companies engaged in the same or
similar business and similarly situated, and make such increases in the type or
amount of coverage as Agent may request. 
All such policies insuring any collateral for the Company’s obligations
to Dakota Fuels shall have mortgagee or lender loss payable clauses or
endorsements in form and content acceptable to Agent.  At Agent’s request, all policies (or such
other proof of compliance with this Subsection as may be satisfactory to Agent)
shall be delivered to Agent.


(E)           Property Maintenance. 
Maintain all of its property that is necessary to or useful in the
proper conduct of its business in good working condition, ordinary wear and
tear excepted.


(F)           Books and Records.  Keep
adequate records and books of account in which complete entries will be made in
accordance with generally accepted accounting principles (“GAAP”) consistently
applied.



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(G)          Inspection.  Permit Dakota Fuels, Agent or their
agents, upon reasonable notice and during normal business hours or at such
other times as the parties may agree, to examine its properties, books, and
records, and to discuss its affairs, finances, and accounts, with its
respective officers, directors, employees, and independent certified public
accountants.


(H)          Reports and Notices. 
Furnish to
Agent:


(i)            Annual Financial Statements.  As
soon as available, but in no event more than 90 days after the end of each
fiscal year of the Company occurring during the term hereof, annual
consolidated and consolidating financial statements of the Company and its
consolidated Subsidiaries, if any, prepared in accordance with GAAP
consistently applied.  Such financial
statements shall: (a) be audited by independent certified public
accountants selected by the Company and acceptable to Agent; (b) be
accompanied by a report of such accountants containing an opinion thereon
acceptable to Agent; (c) be prepared in reasonable detail and in
comparative form; and (d) include a balance sheet, a statement of income,
a statement of retained earnings, a statement of cash flows, and all notes and
schedules relating thereto.


(ii)           Interim Financial Statements.  As
soon as available, but in no event more than 30 days after the end of each
month (other than the last month in each fiscal year of the Company), a
consolidated balance sheet of the Company and its consolidated Subsidiaries, if
any, as of the end of such month, a consolidated statement of income for the
Company and its consolidated Subsidiaries, if any, for such period and for the
period year to date, and such other interim statements as Agent may
specifically request, all prepared in reasonable detail and in comparative form
in accordance with GAAP consistently applied and, if required by written notice
from Agent, certified by an authorized officer or employee of the Company
acceptable to Agent.


(iii)         Notice of Default.  Promptly after becoming aware
thereof, notice of the occurrence of an Event of Default or a Potential Default.


(iv)          Notice of Non-Environmental Litigation. 
Promptly after the commencement thereof, notice of the commencement of
all actions, suits, or proceedings before any court, arbitrator, or
governmental department, commission, board, bureau, agency, or instrumentality
affecting the Company or any Subsidiary which, if determined adversely to the
Company or any such Subsidiary, could have a material adverse effect on the
financial condition, properties, profits, or operations of the Company or any
such Subsidiary.


(v)            Notice of Environmental Litigation, Etc. 
Promptly after receipt thereof, notice of the receipt of all pleadings,
orders, complaints, indictments, or any other communication alleging a
condition that may require the Company or any Subsidiary to undertake or to
contribute to a cleanup or other response under environmental Laws, or which
seek penalties, damages, injunctive relief, or criminal sanctions related to
alleged violations of such Laws, or which claim personal injury or property
damage to any person as a result of environmental factors or conditions.


(vi)          Formation Documents. 
Promptly after any change in the Company’s partnership agreement or
certificate of limited partnership (or like documents), copies of all such
changes, certified by the Company’s Secretary.


(vii)         Other Information.  Such other information
regarding the condition or operations, financial or otherwise, of the Company
or any Subsidiary as Agent may from time to time 



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reasonably request, including but not limited to copies of all
pleadings, notices, and communications referred to in Subsections 8(H)(iv) and
(v) above.


SECTION 9.  Negative Covenants. 
Unless otherwise agreed to in writing by Agent, while this agreement is
in effect the Company will not:


(A)          Borrowings.  Create, incur, assume, or allow
to exist, directly or indirectly, any indebtedness or liability for borrowed
money (including trade or bankers’ acceptances), letters of credit, or the
deferred purchase price of property or services except for: (i) debt to Dakota
Fuels; (ii) accounts payable to trade creditors incurred in the ordinary
course of business; (iii) current operating liabilities (other than for
borrowed money) incurred in the ordinary course of business; (iv) debt of
the Company to U.S. Bank in an aggregate principal amount not to exceed
$500,000.00; (v) debt of the Company to South Dakota Wheat Growers
Association, Inc., in an aggregate principal amount not to exceed
$2,500,000.00, provided that such debt is or shall be subordinated to all indebtedness
of the Company to Dakota Fuels and to any obligations under any guaranties to
CoBank; and (vi) debt of the Company to miscellaneous creditors in an
aggregate principal amount not to exceed $250,000.00 with terms and conditions
acceptable to Agent, provided that not less than $150,000.00 of such debt is or
shall be subordinated to all indebtedness of the Company to Dakota Fuels and to
any obligations under any guarantees to CoBank.


(B)          Liens.  Create, incur, assume, or allow
to exist any mortgage, deed of trust, pledge, lien (including the lien of an
attachment, judgment, or execution), security interest, or other encumbrance of
any kind upon any of its property, real or personal (collectively, “Liens”).  The foregoing restrictions shall not apply
to: (i) Liens in favor of Dakota Fuels; (ii) Liens for taxes,
assessments, or governmental charges that are not past due; (iii) Liens
and deposits under workers’ compensation, unemployment insurance, and social
security Laws; (iv) Liens and deposits to secure the performance of bids,
tenders, contracts (other than contracts for the payment of money), and like
obligations arising in the ordinary course of business as conducted on the date
hereof; (v) Liens imposed by Law in favor of mechanics, materialmen, warehousemen,
and like persons that secure obligations that are not past due; and
(vi) easements, rights-of-way, restrictions, and other similar
encumbrances which, in the aggregate, do not materially interfere with the
occupation, use, and enjoyment of the property or assets encumbered thereby in
the normal course of its business or materially impair the value of the
property subject thereto; (vii) Liens to South Dakota Wheat Growers
Association, Inc., to secure indebtedness permitted hereunder; (viii) Liens
to CoBank to secure the guarantee permitted hereunder; and (ix) Liens to
miscellaneous creditors to secure indebtedness permitted hereunder.


(C)          Mergers, Acquisitions, Etc.  Merge
or consolidate with any other entity or acquire all or a material part of the
assets of any person or entity, or form or create any new Subsidiary or
affiliate, or commence operations under any other name, organization, or
entity, including any joint venture.


(D)          Transfer of Assets.  Sell,
transfer, lease, or otherwise dispose of any of its assets, except in the
ordinary course of business.


(E)           Loans and Investments.  Make
any loan or advance to any person or entity, or purchase any capital stock,
obligations or other securities of, make any capital contribution to, or
otherwise invest in any person or entity, or form or create any partnerships or
joint ventures except trade credit extended in the ordinary course of business.



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(F)           Contingent Liabilities. 
Assume, guarantee, become liable as a surety, endorse, contingently
agree to purchase, or otherwise be or become liable, directly or indirectly
(including, but not limited to, by means of a maintenance agreement, an asset
or stock purchase agreement, or any other agreement designed to ensure any
creditor against loss), for or on account of the obligation of any person or
entity, except:  (i) by the
endorsement of negotiable instruments for deposit or collection or similar
transactions in the ordinary course of the Company’s business; and
(ii) guarantees by the Company of the obligations of Dakota Fuels to
CoBank, under the Continuing Guarantee dated October 27, 2005.


(G)          Change in Business. 
Engage in any business activities or operations substantially different
from or unrelated to the Company’s present business activities or operations.


(H)          Dividends, Etc.  Declare or pay any dividends,
or make any distribution of assets to the stockholders, or purchase, redeem,
retire or otherwise acquire for value any of its capital stock, or allocate or
otherwise set apart any sum for any of the foregoing except that in any fiscal
year, provided the Company is operating on a profitable basis and there is no
Event of Default under the terms hereunder, the Company may distribute earnings
in the form of cash.


(I)            Operating/Capital Leases. 
Create, incur, assume or permit to exist any obligation as lessee under
operating leases, or leases which should be capitalized in accordance with
GAAP, for the rental or hire of any real or personal property, except leases
which do not in the aggregate require the Company to make scheduled payments to
the lessors in any fiscal year of the Company occurring during the term hereof
in excess of $100,000.00, excluding those payments made per the Ground Lease
and Grain Storage Tank Leases currently in place.


SECTION 10.  Financial Covenants. 
Unless otherwise agreed to in writing, while this agreement is in
effect:


(A)          Working Capital.  The Company will have at the
end of each period for which financial statements are required to be furnished
pursuant to Section 8(H) hereof an excess of current assets over current
liabilities (both as determined in accordance with GAAP consistently applied)
of not less than $3,500,000.00, except that in determining current assets, any
amount available under the Revolving Term Loan Supplement hereto (less the
amount that would be considered a current liability under GAAP if fully
advanced) may be included.


(B)          Net Worth.  The Company will have at the
end of each period for which financial statements are required to be furnished
pursuant to Section 8(H) hereof an excess of total assets over total
liabilities (both as determined in accordance with GAAP consistently applied)
of not less than $12,500,000.00.


SECTION 11.  Events of Default.  Each
of the following shall constitute an “Event of Default” under this agreement:


(A)          Payment Default.  The Company should fail to make
any payment to Dakota Fuels when due.


(B)          Representations and Warranties.  Any
representation or warranty made or deemed made by the Company herein or in any
Supplement, application, agreement, certificate, or other document related to
or furnished in connection with this agreement or any Supplement, shall prove
to have been false or misleading in any material respect on or as of the date
made or deemed made.



 6
 









(C)          Certain Affirmative Covenants.  The
Company or, to the extent required hereunder, any Subsidiary should fail to
perform or comply with Sections 8(B) through 8(H)(ii), 8(H)(vi) or any
reporting covenant set forth in any Supplement hereto, and such failure
continues for 15 days after written notice thereof shall have been delivered by
Agent to the Company.


(D)          Other Covenants and Agreements.  The
Company or, to the extent required hereunder, any Subsidiary should fail to
perform or comply with any other covenant or agreement contained herein or in
any other Loan Document or shall use the proceeds of any loan for an
unauthorized purpose.


(E)           Cross-Default.  The Company should, after any
applicable grace period, breach or be in default under the terms of any other
agreement between the Company and Dakota Fuels.


(F)           Other Indebtedness.  The
Company or any Subsidiary should fail to pay when due any indebtedness to any
other person or entity for borrowed money or any long-term obligation for the
deferred purchase price of property (including any capitalized lease), or any
other event occurs which, under any agreement or instrument relating to such
indebtedness or obligation, has the effect of accelerating or permitting the
acceleration of such indebtedness or obligation, whether or not such
indebtedness or obligation is actually accelerated or the right to accelerate
is conditioned on the giving of notice, the passage of time, or otherwise.


(G)          Judgments.  A judgment, decree, or order
for the payment of money shall be rendered against the Company or any
Subsidiary and either: 
(i) enforcement proceedings shall have been commenced; (ii) a
Lien prohibited under Section 9(B) hereof shall have been obtained; or
(iii) such judgment, decree, or order shall continue unsatisfied and in
effect for a period of 20 consecutive days without being vacated, discharged,
satisfied, or stayed pending appeal.


(H)          Insolvency, Etc.  The Company or any Subsidiary
shall: (i) become insolvent or shall generally not, or shall be unable to, or
shall admit in writing its inability to, pay its debts as they come due; or
(ii) suspend its business operations or a material part thereof or make an
assignment for the benefit of creditors; or (iii) apply for, consent to, or
acquiesce in the appointment of a trustee, receiver, or other custodian for it
or any of its property or, in the absence of such application, consent, or
acquiescence, a trustee, receiver, or other custodian is so appointed; or (iv)
commence or have commenced against it any proceeding under any bankruptcy,
reorganization, arrangement, readjustment of debt, dissolution, or liquidation
Law of any jurisdiction.


(I)            Material Adverse Change.  Any
material adverse change occurs, as reasonably determined by Agent, in the
Company’s financial condition, results of operation, or ability to perform its
obligations hereunder or under any instrument or document contemplated hereby.


(J)           Revocation of Guaranty.  Any
guaranty, suretyship, subordination agreement, maintenance agreement, or other
agreement furnished in connection with the Company’s obligations hereunder and
under any Supplement shall, at any time, cease to be in full force and effect,
or shall be revoked or declared null and void, or the validity or
enforceability thereof shall be contested by the guarantor, surety or other
maker thereof (the “Guarantor”), or the Guarantor shall deny any further
liability or obligation thereunder, or shall fail to perform its obligations
thereunder, or any representation or warranty set forth therein shall be
breached, or the Guarantor shall breach or be in default under the 



 7
 









terms of any other agreement with Dakota Fuels (including any loan
agreement or security agreement), or a default set forth in Subsections (F)
through (H) hereof shall occur with respect to the Guarantor.


SECTION 12.  Remedies.  Upon
the occurrence and during the continuance of an Event of Default or any
Potential Default, Dakota Fuels shall have no obligation to continue to extend
credit to the Company and may discontinue doing so at any time without prior
notice.  For all purposes hereof, the
term “Potential Default” means the occurrence of any event which, with the
passage of time or the giving of notice or both would become an Event of
Default.  In addition, upon the
occurrence and during the continuance of any Event of Default, Dakota Fuels or
Agent may, upon notice to the Company, terminate any commitment and declare the
entire unpaid principal balance of the loans, all accrued interest thereon, and
all other amounts payable under this agreement, all Supplements, and the other
Loan Documents to be immediately due and payable.  Upon such a declaration, the unpaid principal
balance of the loans and all such other amounts shall become immediately due
and payable, without protest, presentment, demand, or further notice of any
kind, all of which are hereby expressly waived by the Company.  In addition, upon such an acceleration:


(A)          Enforcement.  Dakota Fuels or Agent may
proceed to protect, exercise, and enforce such rights and remedies as may be
provided by this agreement, any other Loan Document or under Law.  Each and every one of such rights and
remedies shall be cumulative and may be exercised from time to time, and no
failure on the part of Dakota Fuels or Agent to exercise, and no delay in
exercising, any right or remedy shall operate as a waiver thereof, and no
single or partial exercise of any right or remedy shall preclude any other or
future exercise thereof, or the exercise of any other right.  Without limiting the foregoing, Agent may
hold and/or set off and apply against the Company’s obligations to Dakota Fuels
any cash collateral held by Dakota Fuels or Agent, or any balances held by
Agent for the Company’s account (whether or not such balances are then due).


(B)          Application of Funds.  Agent
may apply all payments received by it to the Company’s obligations to Dakota
Fuels in such order and manner as Agent may elect in its sole discretion.


In addition to the rights and remedies set forth above: (i) if the
Company fails to make any payment to Dakota Fuels when due, then at Agent’s
option in each instance, such payment shall bear interest from the date due to
the date paid at 4% per annum in excess of the rate(s) of interest that would
otherwise be in effect on that loan; and (ii) after the maturity of any
loan (whether as a result of acceleration or otherwise), the unpaid principal
balance of such loan (including without limitation, principal, interest, fees
and expenses) shall automatically bear interest at 4% per annum in excess of
the rate(s) of interest that would otherwise be in effect on that loan.  All interest provided for herein shall be
payable on demand and shall be calculated on the basis of a year consisting of
360 days.


SECTION 13.  Broken Funding Surcharge.  The
Company acknowledges that any payment made by the Company hereunder or under
any Supplement hereto will require Dakota Fuels to make payment in similar
amounts under Dakota Fuels’ funding loans from CoBank, which payments may
result in broken funding surcharges and/or prepayment charges.  The Company therefore agrees immediately to
reimburse Dakota Fuels for any such broken funding surcharges and prepayment
penalties paid by Dakota Fuels under its loan documents with CoBank.


SECTION 14.  Complete Agreement, Amendments.  This
agreement, all Supplements, and all other instruments and documents
contemplated hereby and thereby, are intended by the parties to be a 



 8
 









complete and final expression of their agreement.  No amendment, modification, or waiver of any
provision hereof or thereof, and no consent to any departure by the Company
herefrom or therefrom, shall be effective unless approved by Agent and
contained in a writing signed by or on behalf of Agent, and then such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given.  In the event
this agreement is amended or restated, each such amendment or restatement shall
be applicable to all Supplements hereto.


SECTION 15.  Reserved.


SECTION 16.  Applicable Law. 
Except to the extent governed by applicable federal law, this agreement
and each Supplement shall be governed by and construed in accordance with the
laws of the State of Colorado, without reference to choice of law doctrine.


SECTION 17.  Notices.  All
notices hereunder shall be in writing and shall be deemed to be duly given upon
delivery if personally delivered or sent by telegram or facsimile transmission,
or three days after mailing if sent by express, certified or registered mail,
to the parties at the following addresses (or such other address for a party as
shall be specified by like notice):


	
  If to Agent, as follows:

  	
   

  	
  If to the Company, as follows:

  
	
   

  	
   

  	
   

  
	
  For general
  correspondence purposes:

  	
   

  	
  Heartland Grain Fuels, L.P.

  
	
  CoBank, ACB

  	
   

  	
  38469 133rd Street

  
	
  P.O. Box 5110

  	
   

  	
  Aberdeen, South Dakota 57401-8855

  
	
  Denver, Colorado
  80217-5110

  	
   

  	
   

  
	
   

  	
   

  	
  Attention: Manager

  
	
  For direct
  delivery purposes, when desired:

  	
   

  	
  Fax No.: (605)229-5744

  
	
  5500 South
  Quebec Street

  	
   

  	
   

  
	
  Greenwood
  Village, Colorado 80111-1914

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attention:
  Credit Information Services

  	
   

  	
   

  
	
  Fax No.:
  (303)224-6101

  	
   

  	
   

  



 


SECTION 18.  Taxes and Expenses.  To
the extent allowed by law, the Company agrees to pay all reasonable
out-of-pocket costs and expenses (including the fees and expenses of counsel
retained or employed by Agent) incurred by Agent in connection with the
origination, administration, collection, and enforcement of this agreement and
the other Loan Documents, including, without limitation, all costs and expenses
incurred in perfecting, maintaining, determining the priority of, and releasing
any security for the Company’s obligations to Dakota Fuels, and any stamp,
intangible, transfer, or like tax payable in connection with this agreement or
any other Loan Document.


SECTION 19.  Effectiveness and Severability.  This
agreement shall continue in effect until: (i) all indebtedness and obligations
of the Company under this agreement, all Supplements, and all other Loan
Documents shall have been paid or satisfied; (ii) Dakota Fuels has no
commitment to extend credit to or for the account of the Company under any
Supplement; and (iii) either party sends written notice to the other
terminating this agreement.  Any
provision of this agreement or any other Loan Document 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 or thereof.



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SECTION 20.  Successors and Assigns.  This
agreement, each Supplement, and the other Loan Documents shall be binding upon
and inure to the benefit of the Company and Dakota Fuels and their respective
successors and assigns, except that the Company may not assign or transfer its
rights or obligations under this agreement, any Supplement or any other Loan
Document without the prior written consent of Agent.


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


	
  DAKOTA FUELS, INC.

  	
   

  	
  HEARTLAND
  GRAIN FUELS, L.P. 

  By: DAKOTA FUELS, INC., 

  General Partner

  
	
   

  	
   

  	
   

  
	
  By: /s/ Dale L.
  Locken

  	
   

  	
  By: /s/ Rory Troske

  
	
   

  	
   

  	
   

  
	
  Title: Chairman

  	
   

  	
  Title: /s/ Vice-Chairman

  



 



 10















Amendment No. RIA475A-HGF


AMENDMENT

TO THE 

MASTER LOAN AGREEMENT


THIS AMENDMENT is entered into as of November 7, 2006,
between DAKOTA FUELS, INC., (“Dakota Fuels”)
and HEARTLAND GRAIN FUELS, LP, Aberdeen, South Dakota
(the “Company”).


BACKGROUND


Dakota Fuels and the Company are parties to a Master
Loan Agreement dated October 27, 2005 (such agreement, as previously amended,
is hereinafter referred to as the “MLA”). 
Dakota Fuels and the Company now desire to amend the MLA For that
reason, and for valuable consideration (the receipt and sufficiency of which
are hereby acknowledged), Dakota Fuels and the Company agree as follows:


1.             Section 8 of the
MLA shall be amended by adding Subsections (I), (J) and (K) as follows:


SECTION 8.  Affirmative Covenants.  Unless
otherwise agreed to in writing by Agent while this agreement is in effect, the
Company agrees to, and with respect to Subsections 8(B) through 8(G) hereof,
agrees to cause each Subsidiary to:


(I)            Mortgage.  On or before May 1, 2007,
provide to Agent evidence of the execution by the Company of an amended real
estate mortgage in favor of Agent (the “Mortgage”), in form and content
acceptable to Agent.


(J)           Title Insurance.  On or before May 1, 2007,
provide to Agent an ALTA lender’s form of title insurance in the face amount of
no less than $42,000,000.00 insuring the deed of trust or mortgage referred to
above as a first lien on the property, subject only to those exceptions
approved in writing by Agent.


(K)          Refinance Plan.  On or before May 1, 2007, provide
to Agent a refinance plan in form and content acceptable to CoBank.


2.             Sections 9(E) and
9(H) of the MLA are hereby amended and restated to read as follows:


SECTION 9.  Negative Covenants. 
Unless otherwise agreed to in writing by Agent, while this agreement is
in effect the Company will not:


(E)           Loans and Investments.  Make
any loan or advance to any person or entity, or purchase any capital stock,
obligations or other securities of, make any capital contribution to, or
otherwise invest in any person or entity, or form or create any partnerships or
joint ventures except: (i) trade credit extended in the ordinary course of
business; and (ii) loans or advances by the Company to Advanced BioEnergy, LLC
in an aggregate principal amount not to exceed $8,250,000.00 at any one time
outstanding, and so long as such loan(s) are directly related to the
acquisition of the Company by Advanced BioEnergy, LLC.


(H)          Dividends, Etc.  Declare or pay any dividends,
or make any distribution of assets to the stockholders, or purchase, redeem,
retire or otherwise acquire for value any of its capital stock, or allocate or
otherwise set apart any sum for any of the foregoing except that, for fiscal
year ending 













December 31, 2006, the Company may distribute to its owners up to $9,700,000.00
of net income for such fiscal year.


2.             Section 10 of the
MLA is hereby amended and restated to read as follows:


SECTION 10.  Financial Covenants. 
Unless otherwise agreed to in writing, while this agreement is in
effect:


(A)          Net Worth.  The Company
will have an excess of total assets over total liabilities (both as determined
in accordance with GAAP consistently applied) of not less than:
(i) $15,750,000.00 at the end of each period for which financial
statements are required to be furnished pursuant to Section 8(H) hereof through
and including December 30, 2006; (ii) $19,500,000.00 at the end of each
period for which financial statements are required to be furnished pursuant to
Section 8(H) hereof beginning December 31, 2006 through and including April 29,
2007; and (iii) $22,000,000.00 at the end of each other period thereafter
for which financial statement are required to be furnished pursuant to Section
8(H) hereof, provided, however, such calculation effective April 30, 2007 shall
be made excluding any notes receivable with Advanced BioEnergy, LLC.


3.             Except as set forth
in this amendment, the MLA, including all amendments thereto, shall continue in
full force and effect as written.


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


	
  DAKOTA FUELS, INC.

  	
   

  	
  HEARTLAND
  GRAIN FUELS, L.P. 

  By: DAKOTA FUELS, INC., 

  General Partner

  
	
   

  	
   

  	
   

  
	
  By: /s/ Bill
  Paulsen

  	
   

  	
  By: /s/ Bill Paulsen

  
	
   

  	
   

  	
   

  
	
  Title: Treasurer

  	
   

  	
  Title: Treasurer

  



 



 2














Amendment No. RIA475B-HGF


AMENDMENT


TO THE


MASTER LOAN AGREEMENT


THIS AMENDMENT is entered into as of April 3, 2007, between
DAKOTA FUELS, INC., (“Dakota Fuels”)
and HEARTLAND GRAIN FUELS, LP, Aberdeen, South Dakota (the “Company”).


BACKGROUND


Dakota Fuels and the Company are parties to a Master
Loan Agreement dated October 27, 2005 (such agreement, as previously amended,
is hereinafter referred to as the “MLA”). 
Dakota Fuels and the Company now desire to amend the MLA.  For that reason, and for valuable consideration
(the receipt and sufficiency of which are hereby acknowledged), Dakota Fuels
and the Company agree as follows:


1.     Sections 8 (J) and (K) of
the MLA are hereby amended and restated to read as follows:


SECTION
8.         Affirmative Covenants.  Unless otherwise agreed to in
writing by Agent while this agreement is
in effect, the Company agrees to, and with respect to Subsections 8(B) through
8(G) hereof, agrees to cause each Subsidiary to:


        (J)       Title
Insurance.  On or before July 1, 2007, provide to Agent an ALTA lender’s form of title insurance in
the face amount of no less than $42,000,000.00 insuring the deed of trust or
mortgage referred to above as a first lien on the property, subject only to
those exceptions approved in writing by Agent.


        (K)      Refinance
Plan.  On
or before July 1, 2007, provide to Agent a refinance plan in form and content acceptable to CoBank.


2.     Section 9(A) of the MLA is
hereby amended and restated to read as follows:


SECTION 9.         Negative Covenants.  Unless
otherwise agreed to in writing by Agent, while this agreement is in effect the
Company will not:


        (A)      Borrowings.  Create, incur, assume, or allow to exist,
directly or indirectly, any indebtedness or liability for borrowed money
(including trade or bankers’ acceptances), letters of credit, or the deferred
purchase price of property or services except for:  (i) debt to Dakota Fuels; (ii) accounts
payable to trade creditors incurred in the ordinary course of business;
(iii) current operating liabilities (other than for borrowed money)
incurred in the ordinary course of business; (iv) debt of the Company to
U.S. Bank in an aggregate principal amount not to exceed $500,000.00; (v)
debt of the Company to South Dakota Wheat Growers Association, Inc., in an
aggregate principal amount not to exceed $2,500,000.00, provided that such debt
is or shall be subordinated to all indebtedness of the Company to Dakota Fuels
and to any obligations under any guarantees to CoBank; (vi) debt of the Company
to HGF Acquisition, LLC in an aggregate principal amount not to exceed
$10,000,000.00 evidenced by a promissory note with terms and conditions
acceptable to Agent; and  (v) debt of the
Company to miscellaneous creditors in an aggregate principal amount not to exceed
$250,000.00 with
terms and conditions acceptable to Agent, provided that not less than
$150,000.00 of such debt is or shall be subordinated to all indebtedness of the
Company to Dakota Fuels and to any obligations under any guarantees to CoBank.











2.      Section
10 of the MLA is hereby amended and restated to read as follows:


SECTION
10.       Financial Covenants.  Unless otherwise agreed to in writing, while this agreement is in
effect:


        (A)      Net Worth.  The
Company will have at the end of each period for which financial statements are
required to be furnished pursuant to Section 8(H) hereof, an excess of total
assets over total liabilities (both as determined in accordance with GAAP
consistently applied) of not less than: 
(i) $18,500,000.00
effective March 31, 2007, through and including May 31, 2007; (ii) increasing
to $20,000,000.00 thereafter, provided, however, such calculation effective
June 30, 2007, shall be made excluding any notes receivable with Advanced
BioEnergy, LLC.


3.     Except as set forth in this
amendment, the MLA, including all amendments thereto, shall continue in full
force and effect as written.


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


 


	
  DAKOTA FUELS, INC.

  	
   

  	
  HEARTLAND GRAIN FUELS, L.P. 

      By: DAKOTA FUELS, INC., General Partner

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Craig Schaunaman

  	
   

  	
  By:

  	
  /s/ Bill Paulsen

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Secretary

  	
   

  	
  Title:

  	
  General Manager