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~ 200705368 ACCESS AND INDEMNITY AGREEMENT THIS AGREEMENT, made and entered into this ~ day of May, 2007 ("Signing Date"), by and between Cargill, Incorporated, a Delaware corporation, with offices and principal place of business at 15407 McGinty Road West, Wayzata, Minnesota 55391 ("Cargill") and Pioneer Trail Energy, LLC, a Delaware limited liability company, with a principal place of business at 1801 Broadway, Suite 1060, Denver, CO 80202 ("Pioneer Trail"). Recitals 1. Cargill is the owner of certain real property consisting of a grain handling facility and railroad tracks located in the City of Wood River, Hall County, State of Nebraska, as described on Exhibit A attached hereto ("Premises"). 2. Pioneer Trail is the owner of certain property immediately adjacent to the Premises upon which an ethanol plant is being constructed (the "Ethanol Facility"). 3. Cargill and Pioneer Trail are parties to a certain Grain Facility Lease and Sublease Agreement dated September 25,2006 ("Lease") whereby Cargill has leased the Premises to Pioneer Trail for 20 years commencing on the Effective Date as hereafter defined. The Effective Date of the Lease is the date of Provisional Acceptance as defined in the Agreement for Engineering, Procurement and Construction, dated as of April 28, 2006, between Pioneer Trail and TIC - The Industrial Company Wyoming, Inc. ("Effective Date"). 4. Cargill and Pioneer Trail are parties to a certain Letter Agreement dated September 25,2006 whereby Cargill and Pioneer Trail have set forth the terms upon which the parties would enter into a definitive access agreement providing Pioneer Trail access to the Premises for the purpose of facilitating Pioneer Trail's development and construction of the Ethanol Facility to be located adjacent to the Premises ("Letter Agreement"). 5. The parties now desire to establish a definitive access agreement in accordance with the Letter Agreement to provide Pioneer Trail the right of limited access to the Premises for the specific purpose and only for the specific purpose of facilitating Pioneer Trail's development and construction of the Ethanol Facility located adjacent to the Premises as set forth and described on Exhibit B attached hereto, which will collectively be designated the "Work."