security for repayment of the OBLIGATIONS, BORROWER?s interest in the CONSTRUCTION CONTRACT in a form acceptable to COLLATERAL AGENT, and pursuant to which BORROWER collaterally assigns to COLLATERAL AGENT all other construction contracts relating to the PROJECT.

1.6 ?BANKS? means collectively the financial institutions which are or become a party to this AGREEMENT and agree to make the LOANS to BORROWER, with any one of the BANKS individually referred to as a ?BANK?.

1.7 ?BANKING DAY? means a day on which ADMINISTRATIVE AGENT is open for substantially all of its business. ?EURODOLLAR BUSINESS DAY? means a BANKING DAY on which commercial banks are open for international business (including dealings in U.S. Dollar deposits) in London, England.

1.8 ?BORROWING BASE? means the lesser of:

(i) $10,000,000.00,

or

(ii) The aggregate of (i) 75% of BORROWER?s corn inventory value as reported by Alliance Grain Co. of Gibson City, Illinois on the date reported to ADMINISTRATIVE AGENT less all accounts payable for such corn inventory, plus (ii) 75% of the amount of BORROWER?s Ethanol and Distillers Grains Accounts aged thirty (30) days or less, excluding any such Accounts reasonably deemed ineligible by BANK, plus (iii) 75% of BORROWER?s Finished Goods-Ethanol and Distillers Grains Inventory (both wet and dry), valued at the lower of cost or market value, plus (iv) 100% of the positive balance of BORROWER?s hedging accounts pledged to, and subject to a perfected security interest in favor of, COLLATERAL AGENT, valued at fair market value on the date of reporting and less (v) the negative balance of BORROWER?s hedging accounts pledged to, and subject to a perfected security interest in favor of, COLLATERAL AGENT.

1.9 ?CLOSING? shall mean the date on which ADMINISTRATIVE AGENT receives this AGREEMENT, executed by BORROWER and the BANKS, together with the CONSTRUCTION NOTES, the REVOLVING NOTES and the other LOAN DOCUMENTS which must be delivered by the CLOSING as provided for in this Agreement.

1.10 ?COLLATERAL AGENT? means FNBO in its capacity as collateral agent for the BANKS hereunder, and any successor to FNBO in such capacity.

1.11 ?COMMITMENTS? means with respect to each BANK, as applicable, such BANK?s respective amount of each LOAN, as applicable, committed to BORROWER by such BANK under this AGREEMENT, which COMMITMENTS for each BANK are listed in Exhibit H to this AGREEMENT.

1.12 ?CONSTRUCTION LOAN TERMINATION DATE? means the earlier of (i) July 31, 2009, or (ii) such earlier date upon which BANKS? commitment to make a disbursement under the CONSTRUCTION LOAN is terminated in accordance with the terms of the CONSTRUCTION NOTES or this AGREEMENT and the outstanding balance of the CONSTRUCTION LOAN became due and payable in full.

1.13 ?COMPLETION DATE? means the earlier of July 15, 2009, or the date ADMINISTRATIVE AGENT determines following a proper inspection and in the exercise of ADMINISTRATIVE AGENT?s reasonable discretion, that the PROJECT has been completed in accordance with the PLANS.

1.14 ?CONSTRUCTION NOTES? means the promissory notes executed and delivered by BORROWER to each BANK substantially in the form of Exhibit A evidencing borrowings under the CONSTRUCTION LOAN up to an aggregate maximum amount of the lesser of (i) One Hundred Million and No/100 Dollars ($100,000,000.00), and (ii) sixty percent (60%) of the TOTAL PROJECT COST.

1.15 ?DEFAULTING BANK? means any BANK that (a) has failed to make any portion of the LOANS required to be funded by it hereunder on the date required to be funded by it hereunder, (b) has otherwise failed to pay over to the ADMINISTRATIVE AGENT or any other BANK any other amount required to be paid by it hereunder or under any LOAN DOCUMENT within one (1) BANKING DAY of the date when due, unless the subject of a good faith dispute, or (c) has been deemed insolvent, become the subject of a bankruptcy or insolvency proceeding or had its assets and/or control frozen or seized by the applicable banking regulators or other governmental agency.

1.16 ?DRAW REQUEST? means forms acceptable to ADMINISTRATIVE AGENT to be submitted to ADMINISTRATIVE AGENT by BORROWER when an advance is requested under the CONSTRUCTION LOAN.

1.17 ?EBITDA? means without duplication Earnings Before Interest, Taxes, Depreciation and Amortization, in each case during the applicable reporting period, all as determined in accordance with GAAP.

1.18 ?EQUITY INTEREST? means, with respect to any PERSON, all of the shares of capital stock or units, shares or membership interests of (or other ownership or profit interests in) such PERSON, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock or units, shares or membership interests of (or other ownership or profit interests in) such PERSON or warrants, rights or options for the purchase or acquisition from such PERSON of such shares, units or membership interests (or such other interests), and all of the other ownership or profit interests in such PERSON (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, units, membership interests, warrants, options, rights or other interests are outstanding on any date of determination, in each such case including all voting rights and economic rights related thereto.

1.19 ?EVENT OF DEFAULT? has the meaning provided for in Section 7 of this AGREEMENT.

1.20 ?EXCESS CASH FLOW? means ADJUSTED EBITDA, less scheduled payments on the LOANS, in each case for the applicable reporting period.

1.21 ?FIXED CHARGE COVERAGE RATIO? means the ratio derived when comparing (i) ADJUSTED EBITDA to (ii) BORROWER?s scheduled payments on the principal and interest of the LOANS made during the applicable reporting period, excluding any principal repaid on REVOLVING LOAN and LONG TERM REVOLVING NOTES.

1.22 ?GAAP? means generally accepted accounting principles in the United States, applied on a basis consistent with the accounting principles applied in the preparation of the annual financial statements of BORROWER referred to in Section 6.1 of this AGREEMENT and the PROJECTIONS described in Section 5.7 of this AGREEMENT. All accounting terms not otherwise defined in this AGREEMENT have the meaning assigned to them in accordance with GAAP.

1.23 ?INDEBTEDNESS? means, as to BORROWER, all indebtedness for borrowed money from any lender including long-term debt, short-term debt, the NEGATIVE TERMINATION VALUE of SWAP CONTRACTS, and capital leases.

1.24 ?INDEPENDENT INSPECTOR? means the firm which will be retained by ADMINISTRATIVE AGENT, at BORROWER?s cost, to conduct on site inspections of the work-in-progress on the PROJECT, and to issue periodic reports to BANKS as to the progress of construction of the PROJECT and adherence to the PLANS.

1.25 ?INTEREST PERIOD? means for the FIXED RATE NOTES, VARIABLE RATE NOTES, CONSTRUCTION NOTES and LONG TERM REVOLVING NOTES a period of three (3) months, and for the REVOLVING NOTES a period of one (1) month; provided that:

     1.25.1 subject to clause 1.25.2 below, any INTEREST PERIOD which would otherwise end on a day which is not a EURODOLLAR BUSINESS DAY shall be extended to the next succeeding EURODOLLAR BUSINESS DAY; and

     1.25.2 no INTEREST PERIOD shall extend beyond the LOAN TERMINATION DATE applicable to such NOTE.

1.26 ?LIBOR RATE? means, for each INTEREST PERIOD, the London Interbank Offered Rate for U.S. Dollar Deposits for such INTEREST PERIODS as quoted by the Bloomberg service or such other vendor chosen by ADMINISTRATIVE AGENT for the purpose of determining the London Interbank Offered Rate for U.S. Dollar Deposits for each INTEREST PERIOD.

1.27 ?LOAN DOCUMENTS? means this AGREEMENT and each agreement or instrument referred to in Section 4 of this AGREEMENT which is executed by or on behalf of BORROWER to govern, evidence or secure the OBLIGATIONS.

1.28 ?LOAN TERMINATION DATE? means the earliest to occur of the following: (i) as to the CONSTRUCTION NOTES, the CONSTRUCTION LOAN TERMINATION DATE, as to the REVOLVING NOTES, September 19, 2008, as to the FIXED RATE NOTES, the VARIABLE RATE NOTES, and as to the LONG TERM REVOLVING NOTES, a date which is five years subsequent to the CONSTRUCTION LOAN TERMINATION DATE, (ii) the date the OBLIGATIONS are accelerated pursuant to this AGREEMENT, and (iii) the date ADMINISTRATIVE AGENT has received (a) notice in writing from BORROWER of BORROWER?s election to terminate this AGREEMENT and (b) indefeasible payment in full of the OBLIGATIONS.

1.29 ?MATERIAL ADVERSE EFFECT? means any event or circumstance which (i) is reasonably likely to materially impair or adversely effect the ability of BORROWER to perform and pay the OBLIGATIONS and to perform and comply with the terms and provisions of the LOAN DOCUMENTS or (ii) would or could reasonably be expected to impair or adversely effect the financial condition of BORROWER, or the construction or operation of the PROJECT.

1.30 MARKETING AND RISK MANAGEMENT CONTRACTS? means the contracts between BORROWER and third parties for the marketing and sale of ethanol products, the marketing and sale of distiller?s dried grains (?DDGS?), risk management, grain procurement, and commodity hedging accounts, all of which shall be assigned to the COLLATERAL AGENT and shall be subject to the reasonable approval of the ADMINISTRATIVE AGENT.

1.31 ?MAXIMUM AVAILABILITY? means the maximum principal amount on the LONG TERM REVOLVING NOTES available to BORROWER for borrowing on the date of determination (which shall initially be $10,000,000.00) as such MAXIMUM AVAILABILITY is reduced by (i) $250,000.00 on each REDUCTION DATE and (ii) the EXCESS CASH FLOW calculation provided for in Section 6.2.3 of this AGREEMENT on each EXCESS CASH FLOW REDUCTION DATE as defined in Section 6.2.3 of this AGREEMENT.

1.32 ?MORTGAGE? means the Construction Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Financing Statement executed and delivered by BORROWER as grantor in favor of COLLATERAL AGENT as mortgagee and COLLATERAL AGENT for the BANKS, creating a first lien on the PROPERTY and a security interest in all of the personal property located on the PROPERTY as security for payment of the OBLIGATIONS, and all modifications and amendments thereof.

1.33 ?NEGATIVE TERMINATION VALUE? means, with respect to any SWAP CONTRACT of BORROWER, the amount (if any) that BORROWER would be required to pay if such SWAP CONTRACT were terminated by reason of a default by or other termination event relating to BORROWER, such amount to be determined on the basis of a good faith estimate made by ADMINISTRATIVE AGENT, in consultation with BORROWER. The NEGATIVE TERMINATION VALUE of any such SWAP CONTRACT at any date shall be determined (i) as of the end of the most recent fiscal quarter ended on or prior to such date if such SWAP CONTRACT was then outstanding or (ii) as of the date such SWAP CONTRACT is terminated. However, if an

applicable agreement between BORROWER and the relevant counterparty provides that, upon any such termination by such counterparty, one or more other SWAP CONTRACTS (if any exist) between BORROWER and such counterparty would also terminate and the amount (if any) payable by BORROWER would be a net amount reflecting the termination of all the SWAP CONTRACTS so terminated, then the NEGATIVE TERMINATION VALUE of all the SWAP CONTRACTS subject to such netting shall be, at any date, a single amount equal to such net amount (if any) payable by BORROWER, determined as of the later of (i) the end of the most recently ended fiscal quarter or (ii) the date on which the most recent SWAP CONTRACT subject to such netting was terminated.

1.34 ?NET WORTH? means, as to BORROWER as of any date, total assets less total liabilities and less the following types of assets: (1) leasehold improvements; (2) receivables (other than those created by sale of goods) from a member and other investments in or amounts due from any member, employee or other person or entity related to or affiliated with BORROWER); (3) goodwill, patents, copyrights, mailing lists, trade names, trademarks, servicing rights, organizational and franchise costs, bond underwriting costs and other like assets properly classified as intangible, and (4) treasury stock or equity interests in BORROWER, all as determined in accordance with GAAP; provided, however, (x) NET WORTH shall not include any debt due to BORROWER not acceptable to ADMINISTRATIVE AGENT in the exercise of its reasonable discretion, and (y) any TIF Grant funds actually received by BORROWER may be included in the determination of total assets.

1.35 ?OBLIGATIONS? means the obligation of the BORROWER:

1.35.1 To pay the principal of, and interest on, the LOANS in accordance with the terms thereof, to pay any fees owed to ADMINISTRATIVE AGENT or BANKS under this AGREEMENT, and to satisfy all of its other liabilities to BANKS whether hereunder or otherwise, whether now existing or hereafter incurred, matured or unmatured, direct or contingent, joint or several, including any extensions, modifications, renewals thereof, and substitutions therefore and including, but not limited to, any obligations under letter of credit agreements and SWAP CONTRACTS;

1.35.2 To repay to BANKS all amounts advanced by BANKS hereunder, under any other LOAN DOCUMENT (including, without limitation, any protective advance made under the MORTGAGE) or otherwise on behalf of BORROWER, including, but without limitation, advances for principal or interest payments to prior secured parties, mortgagees, or licensors, or taxes, levies, insurance, rent, or repairs to, or maintenance or storage of, any of the real or personal property securing BORROWER?s payment and performance of this AGREEMENT; and

1.35.3 To reimburse BANKS, on demand, for BANKS? reasonable and necessary out of pocket expenses and costs, including the reasonable fees and expenses of counsel, in connection with the preparation, administration, amendment, modification, or enforcement of this AGREEMENT and the LOAN DOCUMENTS required hereunder, including, without