0000950137-06-005211 Sample Contracts

MASTER LOAN AGREEMENT
Master Loan Agreement • May 2nd, 2006 • Western Iowa Energy, L.L.C. • Colorado

THIS MASTER LOAN AGREEMENT is entered into as of June 6, 2005, between FARM CREDIT SERVICES OF AMERICA, FLCA (“Farm Credit”) and WESTERN IOWA ENERGY, LLC, Wall Lake, Iowa (the “Company”).

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CONSTRUCTION AND TERM LOAN SUPPLEMENT
Construction and Term Loan Supplement • May 2nd, 2006 • Western Iowa Energy, L.L.C.

THIS SUPPLEMENT to the Master Loan Agreement dated June 6, 2005, (the “MLA”), is entered into as of June 6, 2005, between FARM. CREDIT SERVICES OF AMERICA, FLCA (“Farm Credit”) and WESTERN IOWA ENERGY, LLC, Wall Lake, Iowa (the “Company”).

CONSTRUCTION AND REVOLVING TERM LOAN SUPPLEMENT
Western Iowa Energy, L.L.C. • May 2nd, 2006

THIS SUPPLEMENT to the Master Loan Agreement dated June 6, 2005, (the “MLA”), is entered into as of June 6, 2005 between FARM CREDIT SERVICES OF AMERICA, FLCA (“Farm Credit”) and WESTERN IOWA ENERGY, LLC, Wall Lake, Iowa (the “Company”).

AGREEMENT
Agreement • May 2nd, 2006 • Western Iowa Energy, L.L.C.

It is hereby agreed by and between Western Iowa Energy, LLC (WIE), an Iowa Limited Liability Company formed pursuant to chapter 490A of the 2003 Code of Iowa, and the Incorporated City of Wall Lake, Iowa, (“the City”) an Iowa municipal corporation, as follows.

ADMINISTRATIVE AGENCY AGREEMENT
Administrative Agency Agreement • May 2nd, 2006 • Western Iowa Energy, L.L.C. • Iowa

THIS ADMINISTRATIVE AGENCY AGREEMENT is entered into as of the 6th day of June, 2005, among FARM CREDIT SERVICES OF AMERICA, FLCA (“Farm Credit”), CoBANK, ACB (“CoBank”) and WESTERN IOWA ENERGY, LLC, Wall Lake, Iowa, an Iowa limited liability company (“Borrower”).

IOWA DEPARTMENT OF ECONOMIC DEVELOPMENT VAAPFAP LOAN/FORGIVABLE LOAN AGREEMENT VAAPFAP LOAN/FORGIVABLE LOAN NUMBER: 05-VAPIVF-04 AWARD DATE: December 16, 2004 KIND OF AWARD: LOAN/FORGIVABLE LOAN AWARD AMOUNT: $400,000 ($300,000 loan/$100,000...
Western Iowa Energy, L.L.C. • May 2nd, 2006 • Iowa

THIS VALUE-ADDED AGRICULTURAL PRODUCTS AND PROCESSES FINANCIAL ASSISTANCE PROGRAM (“VAAPFAP”) AGREEMENT is made by and among the IOWA DEPARTMENT OF ECONOMIC Western Iowa Energy, LLC, 601 Main Street, Sac City, Iowa 50548 (“Business”).

AMENDED & RESTATED OPERATING AGREEMENT OF WESTERN IOWA ENERGY, LLC Dated January 31, 2005
Operating Agreement • May 2nd, 2006 • Western Iowa Energy, L.L.C. • Iowa

THIS OPERATING AGREEMENT (the “Agreement”) is entered into and shall be effective as of the 31st day of January, 2005, by and among Western Iowa Energy, LLC, an Iowa limited liability company (the “Company”), each of the Persons (as hereinafter defined) who are identified as Members on the attached Exhibit “A” and who have executed a counterpart of this Agreement and a Subscription Agreement, and any other Persons as may from time-to-time be subsequently admitted as a Member of the Company in accordance with the terms of this Agreement. Capitalized terms not otherwise defined herein shall have the meaning set forth in Section 1.10.

THE ASSOCIATED GENERAL CONTRACTORS OF AMERICA STANDARD FORM OF DESIGN-BUILD AGREEMENT AND GENERAL CONDITIONS BETWEEN OWNER AND CONTRACTOR (Where the Basis of Payment is a Lump Suns) TABLE OF ARTICLES
Western Iowa Energy, L.L.C. • May 2nd, 2006

This Agreement has important legal and insurance consequences. Consultation with an attorney and insurance consultant is encouraged with respect to its completion or modification,

MANAGEMENT & OPERATIONAL SERVICES AGREEMENT
Management & Operational Services Agreement • May 2nd, 2006 • Western Iowa Energy, L.L.C. • Iowa

This Management & Operational Services Agreement (“Agreement”) is made and entered into as of the 9 day of May, 2005, by and between West Central Cooperative, a cooperative association organized and existing under the laws of the state of Iowa, with offices at Ralston, Iowa (“West Central”), and Western Iowa Energy, LLC, a limited liability company organized and existing under the laws of the state of Iowa, with offices at Wall Lake, Iowa (“Western Iowa Energy”).

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