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FEE SIMPLE AND LEASEHOLD DEED OF TRUST, SECURITY AGREEMENT,
<br />ASSIGNMENT OF LEASES, RENTS AND PROFITS,
<br />FINANCING STATEMENT AND FIXTURE FILING
<br />THIS FEE SIMPLE AND LEASEHOLD DEED OF TRUST, SECURITY AGREEMENT,
<br />ASSIGNMENT OF LEASES, RENTS AND PROFITS, FINANCING STATEMENT AND
<br />FIXTURE FILING, dated as of 5e ?l �,,. BLS , 2006 (as amended, modified or supplemented
<br />from time to time, this "Deed of Trust ") made by PIONEER TRAIL ENERGY, LLC, a
<br />Delaware limited liability company (the "Trustor "), having an address at 1625 Broadway, Suite
<br />2400, Denver, Colorado 80202, as the Trustor, to FIRST AMERICAN TITLE INSURANCE
<br />COMPANY (the "Trustee "), having an address at 1900 Midwest Plaza, 801 Nicollet Mall,
<br />Minneapolis, Minnesota 55402, for the benefit of Deutsche Bank Trust Company Americas,
<br />having an address at 60 Wall Street, 27th Floor, Mail Stop: NYC 60 -1710, New York, New York
<br />10005 (together with any successor Beneficiary, the "Beneficiary ") as Collateral Agent, as the
<br />Beneficiary for the benefit of the Secured Parties (as defined below).
<br />Except as otherwise defined herein, all capitalized terms used herein and defined in the
<br />Credit Agreement (as defined below) shall be used herein as therein defined.
<br />WITNESSETH:
<br />WHEREAS, the Trustor has been organized as a limited liability company under the laws
<br />of the State of Delaware to undertake the construction, completion, ownership and operation of
<br />one (1) one hundred fifteen million (115,000,000) gallons- per -year fuel grade, denatured
<br />production plant to be located in Wood River, Nebraska as more fully described in the Pioneer
<br />Trail Project Documents;
<br />WHEREAS, in order to finance the acquisition, construction and initial operation of the
<br />Project and certain other costs and expenditures associated with the development of the Project,
<br />the Trustor, Buffalo Lake Energy LLC, a Delaware limited liability company, and BFE
<br />Operating Company, LLC, a Delaware limited liability company, as borrowers (the
<br />"Borrowers ") have entered into the Credit Agreement, dated as of September 2-5 , 2006 (as
<br />amended, modified, extended, renewed, replaced, restated, supplemented or refinanced from
<br />time to time, and including any agreement extending the maturity of, refinancing or restructuring
<br />(including, but not limited to, the inclusion of additional borrowers or guarantors thereunder or
<br />any increase in the amount borrowed) of all or any portion of, the indebtedness under such
<br />agreement or any successor agreements, whether or not with the same agent, trustee,
<br />representative lenders or holders the "Credit A Bement "), among the Borrowers, BFE Operating
<br />Company, LLC, as Borrowers' Agent, various financial institutions, as Lenders, BNP Paribas, as
<br />Administrative Agent and Arranger, and the Beneficiary, as Collateral Agent, pursuant to which
<br />the parties to the Credit Agreement have set forth certain of their respective rights and
<br />obligations in respect of the financing of the Project pursuant to the Financing Documents;
<br />WHEREAS, pursuant to the Credit Agreement, the Collateral Agent has been appointed
<br />as Collateral Agent with the authority to act on behalf of the Secured Parties with respect to the
<br />Collateral, including, without limitation, the Trust Property (as defined below);
<br />Oa
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