EXHIBIT 10.45


Loan No.  RIA475T02A


REVOLVING
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 RIA475T02.


SECTION 1. 
The Revolving Term Loan Commitment.  On the terms and conditions set forth in the MLA and this Supplement, CoBank agrees to make loans to
the Company during the period set forth below in an
aggregate principal amount not to exceed $6,750,000.00 at any one time
outstanding (the “Commitment”). 
Within the limits of the Commitment, the Company may borrow, repay and reborrow.


SECTION 2. 
Purpose.  The purpose of the Commitment is to fund
advances made by the Company to Heartland Grain Fuels, LP (“Heartland”)
under the Revolving Term Loan Supplement between the Company and
Heartland dated as of November 7, 2006, and numbered RIA475T02A-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 30 days; (2) amounts
may be fixed in increments of $100,000.00 or multiples thereof, and (3) the
maximum number of fixes in place at any one time shall be 5.


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 payment shall be made 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
payment under Revolving Term Loan Supplement RIA475T02A-HGF before due, the
Company shall simultaneously make a payment hereunder in the same amount, which
payment shall be subject to any applicable Broken Funding Surcharge under the
MLA.


SECTION 6.  Commitment Fee.  In
consideration of the Commitment, the Company agrees to pay to CoBank a
commitment fee on the average daily unused portion of the Commitment at the
rate of 1/2 of 1% per annum (calculated on a 360 day basis), payable monthly in
arrears by the 20th day following each month. 
Such fee shall be payable for each month (or portion thereof) occurring
during the original or any extended term of the Commitment.


SECTION 7.  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 acquirror 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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