10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

xQuarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

For the quarterly period ended July 31, 2010

OR

¨Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

For the transition period from               to               .

COMMISSION FILE NUMBER 000-51177

GOLDEN GRAIN ENERGY, LLC

(Exact name of registrant as specified in its charter)

Iowa	02-0575361
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1822 43rd Street SW, Mason City, Iowa 50401

(Address of principal executive offices)

(641) 423-8525

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  x  Yes    o  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ¨  Yes    ¨  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

Large Accelerated Filer o	Accelerated Filer o
Non-Accelerated Filer x	Smaller Reporting Company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes    x  No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

As of September 14, 2010, there were 23,540,000 Class A membership units outstanding and 920,000 Class B membership units outstanding.

INDEX

	Page No.
PART I.  FINANCIAL INFORMATION	3
ITEM 1. FINANCIAL STATEMENTS	3
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	15
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	25
ITEM 4T.  CONTROLS AND PROCEDURES	27
PART II. OTHER INFORMATION	27
ITEM 1. LEGAL PROCEEDINGS	27
ITEM 1A. RISK FACTORS	27
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	27
ITEM 3. DEFAULTS UPON SENIOR SECURITIES	28
ITEM 4. (REMOVED AND RESERVED)	28
ITEM 5. OTHER INFORMATION	28
ITEM 6. EXHIBITS	28
SIGNATURES	29

2

PART I.     FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

GOLDEN GRAIN ENERGY, LLC

Consolidated Balance Sheets

ASSETS	July 31, 2010		October 31, 2009
	(Unaudited)		(Audited)
Current Assets
Cash and equivalents	$	—	$	—
Accounts receivable	4,061,437		8,688,389
Other receivables	449,655		483,871
Due from broker	830,012		1,767,870
Inventory	5,240,467		4,460,088
Prepaid expenses and other	1,150,596		829,601
Total current assets	11,732,167		16,229,819
Property and Equipment
Land and land improvements	11,262,333		11,262,333
Building and grounds	25,366,370		25,366,370
Grain handling equipment	13,356,924		13,029,583
Office equipment	320,493		320,493
Plant and process equipment	67,246,469		66,771,971
Construction in progress	715,867		622,748
	118,268,456		117,373,498
Less accumulated depreciation	36,825,434		29,925,258
Net property and equipment	81,443,022		87,448,240
Other Assets
Investments	16,200,875		13,754,527
Grant receivable, net of current portion	2,816,242		3,154,344
Debt issuance costs, net of accumulated amortization (2010 $0; 2009 $107,204)	88,060		269,460
Total other assets	19,105,177		17,178,331
Total Assets	$	112,280,366	$	120,856,390

Notes to Consolidated Financial Statements are an integral part of this Statement.

3

GOLDEN GRAIN ENERGY, LLC

Consolidated Balance Sheets

LIABILITIES AND MEMBERS’ EQUITY	July 31, 2010		October 31, 2009
	(Unaudited)		(Audited)
Current Liabilities
Outstanding checks in excess of bank balance	$	511,005	$	567,340
Current portion long-term debt	249,326		2,624,164
Accounts payable	3,848,966		3,362,520
Accrued expenses	993,310		930,526
Derivative instruments	226,957		1,051,844
Deferred revenue	359,794		348,496
Total current liabilities	6,189,358		8,884,890
Long-term Liabilities
Deferred compensation	115,190		127,221
Long-term debt, net of current maturities	17,909,772		30,134,436
Deferred revenue, net of current portion	2,284,308		2,556,978
Total long-term liabilities	20,309,270		32,818,635
Commitments and Contingencies
Members’ Equity (24,460,000 and 28,760,000 units issued and outstanding in 2010 and 2009 respectively)	85,781,738		79,152,865
Total Liabilities and Members’ Equity	$	112,280,366	$	120,856,390

Notes to Consolidated Financial Statements are an integral part of this Statement.

4

GOLDEN GRAIN ENERGY, LLC

Consolidated Statements of Operations (Unaudited)

	Three Months Ended			Three Months Ended			Nine Months Ended			Nine Months Ended
	July 31, 2010			July 31, 2009			July 31, 2010			July 31, 2009
Revenues	$	51,194,491		$	52,988,884		$	154,038,116		$	146,615,127
Cost of Goods Sold	47,824,263			48,725,134			140,680,477			146,952,010
Gross Profit (Loss)	3,370,228			4,263,750			13,357,639			(336,883		)
Operating Expenses	485,506			257,451			1,759,048			1,185,701
Impairment Loss	—			2,400,000			—			2,400,000
Operating Income (Loss)	2,884,722			1,606,299			11,598,591			(3,922,584		)
Other Income (Expense)
Interest income	7,466			574			64,856			8,117
Interest expense	(299,513		)	(845,976		)	(1,134,640		)	(1,960,768		)
Loss on debt extinguishment	(1,321,601		)	—			(1,321,601		)	—
Equity in net income (loss) of investments	430,399			159,958			2,609,856			(8,104		)
Total	(1,183,249		)	(685,444		)	218,471			(1,960,755		)
Net Income (Loss)	1,701,473			920,855			11,817,062			(5,883,339		)
Net Loss Attributable to Non-Controlling Interest	—			600,000			—			600,000
Net Income (Loss) Attributable to Golden Grain Energy	$	1,701,473		$	1,520,855		$	11,817,062		$	(5,283,339	)
Basic & diluted net income (loss) per unit	$	0.06		$	0.05		$	0.42		$	(0.21	)
Weighted average units outstanding for the calculation of basic & diluted net income (loss) per unit	27,326,667			27,983,750			28,282,222			25,727,694
Distributions Per Unit	$	—		$	—		$	—		$	—

Notes to Consolidated Financial Statements are an integral part of this Statement.

5

GOLDEN GRAIN ENERGY, LLC

Consolidated Statements of Cash Flows (Unaudited)

	Nine Months Ended			Nine Months Ended
	July 31, 2010			July 31, 2009
Cash Flows from Operating Activities
Net income (loss)	$	11,817,062		$	(5,883,339	)
Adjustments to reconcile net income (loss) to net cash from operating activities:
Depreciation and amortization	7,169,635			6,673,196
Unrealized (gain) on risk management activities	(824,887		)	(3,087,623		)
Impairment of fixed assets	—			2,400,000
Amortization of deferred revenue	(261,372		)	(226,388		)
Accretion of interest on grant receivable	(137,326		)	(180,203		)
Undistributed (earnings) losses in excess of distributions from investments	(2,444,348		)	8,104
Deferred compensation expense (benefit)	69,482			(2,361		)
Change in assets and liabilities
Accounts receivable	4,626,952			(2,406,586		)
Inventory	(780,379		)	379,401
Due from broker	937,858			3,748,307
Prepaid expenses and other	(282,042		)	(214,603		)
Accounts payable	486,446			(916,606		)
Accrued expenses	62,785			(2,598,222		)
Deferred compensation payable	(81,513		)	(61,087		)
Net cash provided by (used in) operating activities	20,358,353			(2,368,010		)
Cash Flows from Investing Activities
Capital expenditures	(894,958		)	(2,390,457		)
Purchase of investments	(2,000		)	(155,344		)
Net cash (used in) investing activities	(896,958		)	(2,545,801		)
Cash Flows from Financing Activities
(Decrease) in outstanding checks in excess of bank balance	(56,335		)	(871,632		)
Payments for long-term debt	(35,644,879		)	(1,403,045		)
Proceeds from long-term debt	21,045,377			2,600,000
Contributions from members	—			4,300,000
Redemption of membership units	(5,188,189		)	—
Payments received on grant receivable	470,691			377,963
Payments for offering costs	(88,060		)	(48,144		)
Net cash provided by (used in) in financing activities	(19,461,395		)	4,955,142
Net Increase in Cash and Equivalents	—			41,331
Cash and Equivalents — Beginning of Period	—			—
Cash and Equivalents — End of Period	$	—		$	41,331
Supplemental Cash Flow Information
Interest paid net of capitalized interest (2010 $0 and 2009 $90,727)	$	1,277,710		$	1,874,379

Notes to Consolidated Financial Statements are an integral part of this Statement.

6

GOLDEN GRAIN ENERGY, LLC

Consolidated Statements of Changes in Members’ Equity (Unaudited)

For the Nine Months Ended July 31, 2010

Balance - October 31, 2009	$	79,152,865
Redemption of 4,300,000 units	(5,188,189		)
Net income	11,817,062
Balance - July 31, 2010	$	85,781,738

Notes to Financial Statements are an integral part of this Statement.

7

GOLDEN GRAIN ENERGY, LLC AND SUBSIDIARY

Notes to Consolidated Financial Statements (Unaudited)

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission.  Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted as permitted by such rules and regulations.  These financial statements and related notes should be read in conjunction with the financial statements and notes thereto included in the Company’s audited financial statements for the year ended October 31, 2009, contained in the Company’s annual report on Form 10-K for 2009.

In the opinion of management, the interim condensed consolidated financial statements reflect all adjustments considered necessary for fair presentation.  The adjustments made to these statements consist only of normal recurring adjustments.

Nature of Business

Golden Grain Energy, LLC (Golden Grain Energy) is approximately a 105 million gallon annual production ethanol plant near Mason City, Iowa. The Company sells its production of ethanol, distiller grains with solubles and corn oil primarily in the continental United States.  The Company was a majority owner in Corn Oil Bio-Solutions, LLC (COBS) a biodiesel production plant in the development process, near Mason City, Iowa. Due to management’s uncertainty regarding the project’s feasibility an impairment loss of $2,400,000, of which $600,000 relates to the non-controlling interest in COBS, was taken during the quarter ended July 31, 2009 which eliminates all net assets of COBS.

Principles of consolidation:

The accompanying consolidated financial statements include the accounts of Golden Grain Energy and its now dormant majority owned subsidiary COBS, collectively, the Company.  All significant intercompany account balances and transactions have been eliminated.

Organization

Golden Grain Energy is organized as an Iowa limited liability company.  The members’ liability is limited as specified in Golden Grain Energy’s operating agreement and pursuant to the Iowa Limited Liability Company Act.

Accounting Estimates

Management uses estimates and assumptions in preparing these financial statements in accordance with generally accepted accounting principles.  Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses.  Actual results could differ from those estimates.

Investments

The Company has less than a 20% investment interest in five unlisted companies in related industries.  These investments are being accounted for by the equity method of accounting under which the Company’s share of net income is recognized as income in the Company’s income statement and added to the investment account.  Distributions or dividends received from the investments are treated as a reduction of the investment account.

The fiscal years of Renewable Products Marketing Group, LLC (RPMG), Guardian Eagle, LLC and Guardian Energy, LLC end on September 30 and the fiscal years of Absolute Energy, LLC and Homeland Energy Solutions, LLC end on December 31. The Company consistently follows the practice of recognizing the net income based on the most recent reliable data.  Therefore, the net income which is reported in the Company’s income statement for all companies is based on the quarter ended June 30, 2010.

Revenue Recognition

Revenue from the sale of the Company’s products is recognized at the time title to the goods and all risks of ownership transfer to the customers.  This generally occurs upon shipment, loading of the goods or when the customer picks up the goods. Collectability of revenue is reasonably assured based on historical evidence of collectability between the Company and its customers.  Interest income is recognized as earned.

8

GOLDEN GRAIN ENERGY, LLC AND SUBSIDIARY

Notes to Consolidated Financial Statements (Unaudited)

Shipping costs incurred by the Company in the sale of ethanol and corn oil are not specifically identifiable and as a result, revenue from the sale of ethanol and corn oil are recorded based on the net selling price reported to the Company from the marketer.  Shipping costs incurred by the Company in the sale of distiller grain products are included in cost of goods sold.

Inventory

Inventories are generally valued at the lower of cost (first-in, first-out) or market.  In the valuation of inventories and purchase commitments, market is based on current replacement values except that it does not exceed net realizable values and is not less than net realizable values reduced by allowances for approximate normal profit margin.

Investment in commodities contracts, derivative instruments and hedging activities

The Company evaluates its contracts to determine whether the contracts are derivative instruments.  Certain contracts that literally meet the definition of a derivative may be exempted from derivative accounting and treated as normal purchases or normal sales if documented as such.  Normal purchases and normal sales are contracts that provide for the purchase or sale of something other than a financial instrument or derivative instrument that will be delivered in quantities expected to be used or sold over a reasonable period in the normal course of business.

The Company enters into short-term cash, option and futures contracts as a means of securing corn and natural gas for the ethanol plant and managing exposure to changes in commodity and energy prices.  All of the Company’s derivatives, other than those excluded under the normal purchases and sales exclusion, are designated as non-hedge derivatives, with changes in fair value recognized in net income.  Although the contracts are economic hedges of specified risks, they are not designated as and accounted for as hedging instruments.

As part of its trading activity, the Company uses futures and option contracts through regulated commodity exchanges to manage its risk related to pricing of inventories.  To reduce that risk, the Company generally takes positions using cash and futures contracts and options.

Realized and unrealized gains and losses related to derivative contracts related to corn and natural gas are included as a component of cost of goods sold and derivative contracts related to ethanol are included as a component of revenues in the accompanying financial statements.  The fair values of contracts entered through commodity exchanges are presented on the accompanying balance sheet as derivative instruments.

Net income per unit

Basic and diluted earnings per unit are computed using the weighted-average number of Class A and B units outstanding during the period.

Environmental liabilities

The Company’s operations are subject to environmental laws and regulations adopted by various governmental authorities in the jurisdiction in which it operates.  These laws require the Company to investigate and remediate the effects of the release or disposal of materials at its locations.  Accordingly, the Company has adopted policies, practices and procedures in the areas of pollution control, occupational health and the production, handling, storage and use of hazardous materials to prevent material environmental or other damage, and to limit the financial liability which could result from such events.  Environmental liabilities are recorded when the Company’s liability is probable and the costs can be reasonably estimated.  No expense has been recorded as of July 31, 2010 or October 31, 2009 for environmental liabilities.

Fair Value

Financial instruments include cash and equivalents, receivables, due from broker, accounts payable, accrued expenses, long-term debt and derivative instruments.  Management believes the fair value of each of these instruments approximates their carrying value as of the balance sheet date.  The fair value of derivative financial instruments is based on quoted market prices.  The fair value of other current financial instruments is estimated to approximate carrying value due to the short-term nature of these instruments.  The fair value of the long-term debt is estimated based on anticipated interest rates which management believes would currently be available to the

9

GOLDEN GRAIN ENERGY, LLC AND SUBSIDIARY

Notes to Consolidated Financial Statements (Unaudited)

Company for similar issues of debt, taking into account the current credit risk of the Company and the other market factors.

Recently Issued Accounting Standards

Effective November 1, 2009, the Company adopted the accounting guidance for non-controlling interest in consolidated financial statements which resulted in the reclassification of the non-controlling interest presented within the income statement and statement of cash flows to be adjusted to make it comparable with the presentation required for the year ending October 31, 2010.

2.INVENTORY

Inventory consisted of the following as of July 31, 2010 and October 31, 2009:

	July 31, 2010		October 31, 2009
Raw Materials	$	2,169,055	$	2,466,680
Work in Process	1,106,498		1,190,905
Finished Goods	1,964,914		802,503
Totals	$	5,240,467	$	4,460,088

3.BANK FINANCING

On July 23, 2010, the Company entered into a master loan agreement establishing a senior credit facility with Farm Credit Services of America (FLCA) which includes revolving term loans and a seasonal revolving loan with maximum borrowings of $30,000,000 and $5,000,000, respectively.  The credit agreement expires on February 1, 2017 and August 2011, respectively.  The borrowings are secured by substantially all the assets of the Company.

In addition, the Company is subject to certain financial covenants including but not limited to minimum working capital and net worth requirements and limitations on distributions and capital expenditures.  Failure to comply with the protective loan covenants or maintain the required financial ratios may cause acceleration of the outstanding principal balances on the loans and/or imposition of fees or penalties.

The Company had the following amounts outstanding under its credit agreements.

	July 31, 2010		October 31, 2009
Variable rate term loan for $30,000,000 requiring monthly interest payments at 3.15% above the one-month LIBOR with semiannual reductions in availability of $2,500,000 starting in August 2011 (3.48% as of July 31, 2010)	17,745,378		—
Seasonal line of credit agreement for $5,000,000 requiring monthly interest payments at 2.90% above the one-month LIBOR. (3.23% as of July 31, 2010)	—		—
Notes payable repaid in the nine months ended July 31, 2010 (a)	—		32,301,293
Other notes payable	413,720		457,307
	18,159,098		32,758,600
Less amounts due within one year	249,326		2,624,164
Total	$	17,909,772	$	30,134,436

(a)The credit agreement with Home Federal Savings Bank was repaid on July 23, 2010.  As part the repayment, we paid approximately $1,100,000 in early payment penalties and expensed approximately

10

GOLDEN GRAIN ENERGY, LLC AND SUBSIDIARY

Notes to Consolidated Financial Statements (Unaudited)

$243,000 of loan origination costs associated with this credit agreement which is shown separately as loss on debt extinguishment on the income statement..

The estimated maturities of long-term debt for the twelve month period ending July 31 are as follows:

2011	$	249,326
2012	44,137
2013	292,900
2014	5,049,924
2015	5,022,811
Thereafter	7,500,000
Total	$	18,159,098

4.RELATED PARTY TRANSACTIONS

The Company purchased corn and materials from members of its Board of Directors that own or manage elevators.  Purchases during the three and nine months ended July 31, 2010 totaled approximately $13,147,000 and $45,718,000, respectively and during the three and nine months ended July 31, 2009 totaled approximately $11,181,000 and $47,605,000, respectively.

The Company entered into an agreement with Homeland Energy Solutions, LLC in December 2008.  Pursuant to the agreement, the companies have agreed to split the compensation costs associated with each position covered by the agreement partially in an effort to reduce the costs of administrative overhead.  The Company recorded a reduction of approximately $69,000 and $271,000 to operating expenses during the three and nine months ended July 31, 2010 and $100,000 and $227,000 for the three and nine months ended July 31, 2009, respectively.

5.EMPLOYEE BENEFIT PLANS

The Company has a deferred phantom unit compensation plan for certain employees equal to 1% of net income.  One-third of the amount is paid in cash immediately and the other two-thirds have a five year vesting schedule.  During the three and nine months ended July 31, 2010 the Company recorded compensation expense related to this plan of approximately $29,000 and $69,000, respectively and for the three and nine months ended July 31, 2009, the Company recorded compensation expense (benefit) of approximately $20,000 and $(2,000).  As of July 31, 2010 and October 31, 2009, the Company had a liability of approximately $115,000 and $127,000 outstanding as deferred compensation and has approximately $158,000 to be recognized as future compensation expense over the weighted average vesting period of approximately 3 years. The amount to be recognized in future years as compensation expense is estimated based on the fair value of the Company’s membership units as of July 31, 2010.  Fair value is determined by recent trading activity of the Company’s membership units. The Company had approximately 75,000 unvested equivalent phantom units outstanding under this plan as of July 31, 2010.

6.COMMITMENTS, CONTINGENCIES AND AGREEMENTS

Ethanol,  Distiller’s grain and Corn Oil marketing agreements and major customers

The Company has entered into a marketing agreement with a marketing company, in which the Company has an investment, for the exclusive rights to market, sell and distribute the entire ethanol and corn oil inventory produced by the Company.  The marketing fees are presented net in revenues.

The Company executed a Distiller’s Grains Marketing Agreement in November 2007 for successive renewable one year periods. The Company will sell 100% of its distiller grains product under this marketing agreement.  The marketing fees are presented net in revenues.

11

GOLDEN GRAIN ENERGY, LLC AND SUBSIDIARY

Notes to Consolidated Financial Statements (Unaudited)

Approximate sales and marketing fees related to the agreements in place as of July 31 are as follows:

	Three Months Ended		Nine Months Ended		Three Months Ended		Nine Months Ended
	July 31, 2010				July 31, 2009
Sales ethanol & corn oil	$	42,860,000	$	129,998,000	$	44,618,000	$	120,711,000
Sales distiller grains	7,744,000		23,192,000		8,702,000		26,812,000
Marketing fees ethanol & corn oil	138,000		345,000		128,000		361,000
Marketing fees distiller grains	132,000		479,000		204,000		547,000

	As of July 31, 2010		As of October 31, 2009
Amount due from ethanol & corn oil marketer	$	3,352,000	$	8,112,000
Amount due from distiller marketer	709,000		576,000

7.RISK MANAGEMENT

The Company’s activities expose it to a variety of market risks, including the effects of changes in commodity prices.  These financial exposures are monitored and managed by the Company as an integral part of its overall risk-management program.  The Company’s risk management program focuses on the unpredictability of financial and commodities markets and seeks to reduce the potentially adverse effects that the volatility of these markets may have on its operating results.

To reduce price risk caused by market fluctuations, the Company generally follows a policy of using exchange traded futures contracts to reduce its net position of merchandisable agricultural commodity inventories and forward cash purchase and sales contracts and uses exchange traded futures contracts to reduce price risk.  Exchange-traded futures contracts are valued at market price.  Changes in market price of contracts related to corn and natural gas are recorded in cost of goods sold and changes in market prices of contracts related to sale of ethanol are recorded in revenues.

12

GOLDEN GRAIN ENERGY, LLC AND SUBSIDIARY

Notes to Consolidated Financial Statements (Unaudited)

Unrealized gains and losses on forward contracts are deemed “normal purchases” under derivative accounting guidelines and, therefore, are not marked to market in the Company’s financial statements. The following table represents the approximate amount of realized gains (losses) and changes in fair value recognized in earnings on commodity contracts for period ended July 31, 2010 and 2009 and the fair value of derivatives as of July 31, 2010 and October 31, 2009:

	Income Statement Classification	Realized Gain (Loss)			Unrealized Gain (Loss)			Total Gain (Loss)
Derivatives not designated as hedging instruments:
·      Commodity Contracts for the three	Revenue	$	1,504,000		$	(644,000	)	$	860,000
months ended July 31, 2010	Cost of Goods Sold	(923,000		)	666,000			(257,000		)
·      Commodity Contracts for the nine months ended July 31, 2010	Revenue Cost of Goods Sold	2,316,000 (513,000		)	(644,000 417,000		)	1,672,000 (96,000		)
·      Commodity Contracts for the three months ended July 31, 2009	Cost of Goods Sold	1,206,000			275,000			1,481,000
·      Commodity Contracts for the nine months ended July 31, 2009	Cost of Goods Sold	1,163,000			(179,000		)	984,000
Lower of cost or market adjustment on forward contracts deemed “normal purchases” for the nine months ended July 31, 2009	Cost of Goods Sold	—			(2,611,000		)	(2,611,000		)

	Balance Sheet Classification	July 31, 2010			October 31, 2009
Futures contracts through July 2011	Current (Liabilities)	$	(227,000	)	$	(1,052,000	)

As of July 31, 2010, the Company had approximately these outstanding commitments for purchases:

	Commitments Through	Amount (a)
Corn — fixed price	July 2011	$	10,798,000
Corn — basis contract	December 2010	$	24,194,000

(a) Approximately $14,754,000 is with related parties.

8.FAIR VALUE MEASUREMENTS

Financial assets and liabilities carried at fair value are classified and disclosed in one of the following three categories:

Level 1: Valuations for assets and liabilities traded in active markets from readily available pricing sources for market transactions involving identical assets or liabilities.

13

GOLDEN GRAIN ENERGY, LLC AND SUBSIDIARY

Notes to Consolidated Financial Statements (Unaudited)

Level 2: Valuations for assets and liabilities traded in less active dealer or broker markets.  Valuations are obtained from third-party pricing services for identical or similar assets or liabilities.

Level 3: Valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities.

A description of the valuation methodologies used for instruments measured at fair value, including the general classification of such instruments pursuant to the valuation hierarchy, is set forth below.

Derivative financial instruments: Commodity futures and exchange-traded commodity options contracts are reported at fair value utilizing Level 1 inputs.  For these contracts, the Company obtains fair value measurements from an independent pricing service.  The fair value measurements consider observable data that may include dealer quotes and live trading levels from markets such as the CBOT and NYMEX.  Crush swaps are bundled contracts or combined contracts that include a portion of corn, ethanol and natural gas rolled into a single trading instrument.  These contracts are reported at fair value utilizing Level 2 inputs and are based on the various trading activity of the components of each segment of the bundled contract.

The following table summarizes financial assets and financial liabilities measured at the approximate fair value on a recurring basis as of July 31, 2010, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:

	Total		Level 1	Level 2		Level 3
Liabilities, derivative financial instruments
·July 31, 2010	$	227,000	—	$	227,000	—
·      October 31, 2009	1,052,000		—	1,052,000		—

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ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Forward Looking Statements

This report contains forward-looking statements that involve future events, our future performance and our expected future operations and actions.  In some cases you can identify forward-looking statements by the use of words such as “may,” “will,” “should,” “anticipate,” “believe,” “expect,” “plan,” “future,” “intend,” “could,” “estimate,” “predict,” “hope,” “potential,” “continue,” or the negative of these terms or other similar expressions.  These forward-looking statements are only our predictions and involve numerous assumptions, risks and uncertainties, including, but not limited to those listed below and those business risks and factors described elsewhere in this report and our other Securities and Exchange Commission filings.

· Changes in the availability and price volatility of corn and natural gas;

· Decreases in the market price of ethanol, distillers grains and corn oil;

· Our ability to satisfy the financial covenants contained in our credit agreements with our lender;

· Our ability to profitably operate the ethanol plant and maintain a positive spread between the selling price of our products and our raw material costs;

· Hedging activities that negatively impact our operations;

· Ethanol and distillers grains supply exceeding demand and corresponding price reductions;

· Our ability to generate additional revenue through the sale of corn oil;

· Our ability to generate free cash flow to invest in our business and service our debt;

· Changes in the environmental regulations that apply to our plant operations;

· Changes in our business strategy, capital improvements or development plans;

· Changes in plant production capacity or technical difficulties in operating the plant;

· Changes in general economic conditions or the occurrence of certain events causing an economic impact in the agriculture, oil or automobile industries;

· Lack of transport, storage and blending infrastructure preventing our products from reaching high demand markets;

· Changes in federal and/or state laws (including the elimination of any federal and/or state ethanol tax incentives);

· Changes and advances in ethanol production technology;

· Competition from alternative fuel additives;

· Changes in interest rates or the lack of credit availability;

· Changes in legislation including the Renewable Fuel Standard and VEETC; and

· Our ability to retain key employees and maintain labor relations.

Our actual results or actions could and likely will differ materially from those anticipated in the forward-looking statements for many reasons, including the reasons described in this report.  We are not under any duty to update the forward-looking statements contained in this report.  We cannot guarantee future results, levels of activity, performance or achievements.  We caution you not to put undue reliance on any forward-looking statements, which speak only as of the date of this report.  You should read this report and the documents that we reference in this report and have filed as exhibits, completely and with the understanding that our actual future results may be materially different from what we currently expect.  We qualify all of our forward-looking statements with these cautionary statements.

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Overview

Golden Grain Energy, LLC was formed as an Iowa limited liability company on March 18, 2002, for the purpose of constructing, owning and operating a fuel-grade ethanol plant near Mason City in north central Iowa.  Since December 2004, we have been engaged in the production of ethanol and distillers grains at the plant and have produced corn oil since February 2009.  References to “we,” “us,” “our” and the “Company” refer to Golden Grain Energy, LLC.  We have capacity to produce approximately 105 million gallons of ethanol per year.

Our revenue is derived primarily from the sale and distribution of our ethanol, distiller grains and corn oil.  We market our products through professional third party marketers.  Our ethanol and corn oil are marketed by Renewable Products Marketing Group, LLC (RPMG).  Our distiller grains are marketed by Hawkeye Gold, LLC (Hawkeye Gold).

On July 23, 2010, we entered into a new comprehensive credit facility with Farm Credit Services of America, FLCA and Farm Credit Services of America, PCA (collectively “Farm Credit”).  The total face amount of this new comprehensive credit facility was $35 million which was split among two separate loans: (i) a $30 million term revolving line of credit; and (ii) a $5 million revolving line of credit.  In exchange for this new comprehensive credit facility, we executed a mortgage in favor of Farm Credit covering all of our real property and granted Farm Credit a security interest in all of our equipment and other assets.  In the event we default on our loans with Farm Credit, Farm Credit may foreclose on our assets, including both our real property and our machinery and equipment.  We used the proceeds of this new comprehensive credit facility to pay off our outstanding debt to Home Federal Savings Banks of Rochester Minnesota.  Details of these changes to our credit facilities are described in more detail in the section of this report entitled Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations - Short-Term and Long-Term Debt Sources.

There have been a number of recent developments in legislation that impacts the ethanol industry.  One such development concerns the federal Renewable Fuels Standard (RFS).  The ethanol industry is benefited by the RFS which requires that a certain amount of renewable fuels must be used in the United States each year.  In February 2010, the EPA issued new regulations governing the RFS.  These new regulations have been called RFS2.  The most controversial part of RFS2 involves what is commonly referred to as the lifecycle analysis of greenhouse gas emissions.  Specifically, the EPA adopted rules to determine which renewable fuels provided sufficient reductions in greenhouse gases, compared to conventional gasoline, to qualify under the RFS program.  RFS2 establishes a tiered approach, where regular renewable fuels are required to accomplish a 20% greenhouse gas reduction compared to gasoline, advanced biofuels and biomass-based biodiesel must accomplish a 50% reduction in greenhouse gases, and cellulosic biofuels must accomplish a 60% reduction in greenhouse gases.  Any fuels that fail to meet this standard cannot be used by fuel blenders to satisfy their obligations under the RFS program.  The scientific method of calculating these greenhouse gas reductions has been a contentious issue.  Many in the ethanol industry were concerned that corn based ethanol would not meet the 20% greenhouse gas reduction requirement based on certain parts of the environmental impact model that many in the ethanol industry believed was scientifically suspect.  However, RFS2 as adopted by the EPA provides that corn-based ethanol from modern ethanol production processes does meet the definition of a renewable fuel under the RFS program.  Our ethanol plant was grandfathered into the RFS due to the fact that it was constructed prior to the effective date of the lifecycle greenhouse gas requirement and is not required to prove compliance with the lifecycle greenhouse gas reductions.  Further, certain provisions of RFS2 as adopted may disproportionately benefit ethanol produced from sugarcane.  This could make sugarcane based ethanol, which is primarily produced in Brazil, more competitive in the United States ethanol market.  If this were to occur, it could reduce demand for the corn based ethanol that we produce.

In addition to RFS2 which included greenhouse gas reduction requirements, in 2009, California passed a Low Carbon Fuels Standard (LCFS).  The California LCFS requires that renewable fuels used in California must accomplish certain reductions in greenhouse gases which are measured using a lifecycle analysis, similar to RFS2.  Management believes that this lifecycle analysis is based on unsound scientific principles that unfairly disadvantages corn based ethanol.  Management believes that these new regulations will preclude corn based ethanol produced in the Midwest from being used in California which could negatively impact the price of the ethanol that we sell.

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Ethanol production in the United States is benefited by various tax incentives.  The most significant of these tax incentives is the federal Volumetric Ethanol Excise Tax Credit (VEETC).  VEETC provides a volumetric ethanol excise tax credit of 4.5 cents per gallon of gasoline that is blended with 10% ethanol.  VEETC is scheduled to expire on December 31, 2010.  If this tax credit is not renewed, it likely would have a negative impact on the price of ethanol and demand for ethanol in the marketplace.

In addition to the tax incentives, United States ethanol production is also benefited by a 54 cent per gallon tariff imposed on ethanol imported into the United States.  However, the 54 cent per gallon tariff is set to expire at the end of the 2010 calendar year.  Elimination of the tariff that protects the United States ethanol industry could lead to the importation of ethanol produced in other countries, especially in areas of the United States that are easily accessible by international shipping ports.  Ethanol imported from other countries may be a less expensive alternative to domestically produced ethanol and may affect our ability to sell our ethanol profitably.

Demand for ethanol has been negatively affected by what is commonly referred to as the “blending wall.” The blending wall is an artificial cap on ethanol demand at approximately 13.5 billion gallons.  Currently, ethanol is blended with conventional gasoline for use in standard vehicles to create a blend which is 10% ethanol and 90% gasoline.  Estimates indicate that approximately 135 billion gallons of gasoline are sold in the United States each year.  Assuming that all gasoline in the United States is blended at a rate of 10% ethanol and 90% gasoline, the maximum demand for ethanol is 13.5 billion gallons per year.  Management believes that current ethanol supply is exceeding ethanol demand due to the effect of increased ethanol production and relatively stable ethanol demand due to the blending wall.  As the ethanol industry continues to approach the blending wall, the imbalance between ethanol supply and demand may increase.

In order to expand demand for ethanol, the ethanol industry has been pushing for an increase in the percentage of ethanol that can be used in standard (non-flex fuel) vehicles.  However, the automobile industry and some environmental groups have been lobbying against the use of higher ethanol blends in standard vehicles.  Currently, the EPA is considering allowing a blend of 15% ethanol and 85% gasoline (called E15) for use in standard vehicles.  However, the EPA has delayed making a decision on E15 until late in 2010.  The EPA has delayed a decision on E15 several times in the past and the EPA may continue to delay releasing a decision on the use of E15 in standard vehicles.  However, many in the ethanol industry believe that due to restrictions the EPA is expected to impose on the use of E15 in standard vehicles, such as only approving E15 for newer vehicles, the effect E15 may ultimately have on ethanol demand might be minimal.  Management believes that many gasoline retailers may refuse to provide E15 even if it is approved due to the fact that not all standard vehicles will be allowed to use E15 and the labeling requirements the EPA may impose likely will unfairly discourage consumers from using E15.  In addition to E15, the ethanol industry is pushing the use of an intermediate blend of 12% ethanol and 88% gasoline called E12.  Management believes that E12 may be more beneficial to the ethanol industry than E15 because many believe that E12 could be approved for use in all standard vehicles.  Management believes this will make it easier for retailers to supply E12 compared to E15.

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Results of Operations for the Three Months Ended July 31, 2010 and 2009

The following table shows the results of our operations and the percentage of revenues, cost of goods sold, operating expenses and other items to total revenues in our statement of operations for the three months ended July 31, 2010 and 2009:

	Three Months EndedJuly 31, 2010					Three Months EndedJuly 31, 2009
Income Statement Data	Amount			%		Amount			%
Revenues	$	51,194,491		100.0		$	52,988,884		100.0
Cost of Goods Sold	47,824,263			93.4		48,725,134			92.0
Gross Profit	3,370,228			6.6		4,263,750			8.0
Operating Expenses	485,506			0.9		257,451			0.5
Impairment Loss	—			—		2,400,000			4.5
Operating Income	2,884,722			5.6		1,606,299			3.0
Other Income (Expense)	(1,183,249		)	(2.3	)	(685,444		)	(1.3	)
Net Loss Attributable to Non-Controlling Interest	—			—		600,000			1.1
Net Income Attributable to Golden Grain Energy	1,701,473			3.3		1,520,855			2.9

Revenues.  Our total revenues were lower for our third quarter of 2010 compared to the same period of 2009, primarily as a result of decreases in the average price we received for our ethanol and distiller grains offset by a derivative gain in ethanol of approximately $860,000.  For our third quarter of 2010, ethanol sales, exclusive of gain on derivatives, accounted for approximately 81% of our total revenues, distiller grains sales accounted for approximately 15% of our total revenues and corn oil sales accounted for approximately 1% of our total revenues.  For our third quarter of 2009, ethanol sales accounted for approximately 84% of our total revenues, distiller grains sales accounted for approximately 16% of our total revenues and corn oil sales had a limited impact on our total revenues.

The average price we received per gallon of ethanol that we sold was approximately 5% lower for our third quarter of 2010 compared to our third quarter of 2009.  Management attributes this decrease in ethanol prices per gallon with increased ethanol supply in the market along with steady ethanol demand.  Further, management believes that decreased corn prices during our third quarter of 2010 had a negative impact on ethanol prices.  The total gallons of ethanol that we sold during our third quarter of 2010 was almost identical to the total gallons of ethanol that we sold during our third quarter of 2009.  Management anticipates that ethanol prices will remain steady in the short-term but will likely decrease if the VEETC extension or E15/E12 do not materialize.

The average price we received per ton of dried distiller grains that we sold during our third quarter of 2010 was approximately 20% lower compared to the average price we received during our third quarter of 2009.  Management attributes this decrease in dried distiller grains prices with lower corn prices and increased dried distiller grains production within the industry during our third quarter of 2010 compared to the same period of 2009.  Since distiller grains are typically used as an animal feed substitute for corn and soybean meal, management believes that the price of distiller grains changes in relation to changes in the price of corn and soybeans.  In addition, we had an increase of approximately 14% of the total tons of dried distiller grains we sold during our third quarter of 2010 compared to the same period of 2009.  Management attributes this increase in dried distiller grains sales with market conditions that made it more favorable to sell our distiller grains in the dried form compared to the

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modified form as well as increased total distiller grains production.  Modified distiller grains are primarily sold in local markets that are nearing saturation from the ethanol plants in the north Iowa area.

The average price we received per ton of modified distiller grains decreased by approximately 36% for our third quarter of 2010 compared to our third quarter of 2009.  Management attributes this decrease in the average price we received per ton of modified distiller grains with lower corn and soybean meal prices during the 2010 period compared to the 2009 period.  We also had a decrease in the total tons of modified distiller grains we sold of approximately 51% for our third quarter of 2010 compared to the same period of 2009.  Management attributes this decrease in modified distiller grains sales with market conditions that favored dried distiller grains compared to modified distiller grains which have a shorter shelf life and are typically sold into local markets.  We make decisions regarding the form in which we market our distiller grains based on the relative cost of producing the two forms of distiller grains and the relative price that we can receive for each type of distiller grains.  Management anticipates that distiller grains prices will continue to fluctuate as a percentage of corn prices.

The average price we received for our corn oil increased by approximately 36% during our third quarter of 2010 compared to the same period of 2009.  Management attributes this increase in corn oil prices with a growing demand for corn oil produced by ethanol plants.  Total pounds of corn oil sold during our third quarter of 2010 increased by approximately 32% compared to our third quarter of 2009.  Management attributes this increase in corn oil sales with the fact that our corn oil extraction equipment was operational for more of our third quarter of 2010 than during the same period of 2009.  We are continuing to fine tune the operation of our corn oil extraction equipment and we anticipate comparable corn oil yields to the third quarter of 2010 in the future.  Management anticipates that corn oil prices will stay in the current trading range.

Cost of Goods Sold.  Our cost of goods sold was lower for our third quarter of 2010 compared to our third quarter of 2009.  This decrease in cost of goods sold was primarily the result of a significant decrease in our corn costs which was somewhat offset by an increase in our natural gas costs.  Our average cost per bushel of corn during our third quarter of 2010 was approximately 11% lower compared to the same period of 2009.  Management attributes this decrease in corn costs per bushel with lower market corn prices attributed to favorable weather conditions during the summer of 2010 and favorable estimates on the number of bushels of corn to be harvested during our third quarter of 2010.  Subsequent to the end of our third quarter of 2010, we have experienced increasing corn prices due to uncertainty regarding the condition and amount of the corn to be harvested in the fall of 2010.  We ground approximately 2% more corn during our third quarter of 2010 compared to the same period of 2009 which increased our cost of goods sold for 2010.  Management anticipates that corn prices will increase until harvest time as a result of the uncertainty regarding the number of bushels of corn that will be harvested in the fall of 2010.

Our cost of goods sold related to natural gas costs increased by approximately 31% for our third quarter of 2010 compared to our third quarter of 2009.  The average price we paid per mmBtu of natural gas increased by approximately 29% for our third quarter of 2010 compared to the same period of 2009.  Management attributes this increase in natural gas prices with historic lows during 2009 and the general improvement of the economy during 2010.  Management anticipates that natural gas prices will increase as the economy improves.  In addition to the increase in the average price we paid per mmBtu of natural gas, we consumed approximately 1% more natural gas during our third quarter of 2010 compared to our third quarter of 2009.  Management attributes this increase in natural gas consumption with an increase in the tons of dried distiller grains we produced compared to modified distiller grains.  As we produce more dried distiller grains, our natural gas consumption increases as we use natural gas to fuel our distiller grains dryers.

Our corn and natural gas derivative instruments produced approximately $257,000 of combined realized and unrealized loss for the three month period ending July 31, 2010, which increased our cost of goods sold.  For the three months ending July 31, 2009, our corn and natural gas derivative instruments produced approximately $1,481,000 of combined realized and unrealized gain, which decreased our cost of goods sold.  We recognize the gains or losses that result from changes in the value of our derivative instruments from corn and natural gas in cost of goods sold as the changes occur.  As corn and natural gas prices fluctuate, the value of our derivative instruments are impacted, which affects our financial performance.

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Operating Expenses.  Our operating expenses were higher for our third quarter of 2010 compared to the same period of 2009 as a result of an increase in personnel expense during the 2010 period related to increased accruals of executive and manager bonuses.

Other Income (Expense).  We had a significant increase in other expenses for our third quarter of 2010 compared to our third quarter of 2009 due to the fact that we retired our Home Federal credit facility and entered into a new comprehensive credit facility.  We paid a prepayment penalty of approximately $1.1 million in order to repay our Home Federal loans early and expensed approximately $243,000 of loan costs associated with the Home Federal loan.  Partially offsetting this prepayment penalty was a significant decrease in our interest expense for our third quarter of 2010 compared to our third quarter of 2009 related to our decreased borrowing on our credit facilities.

Impairment Loss/Non-Controlling Interest. During our third quarter of 2009, we wrote off the value of our investment in Corn Oil Bio-Solutions, LLC (COBS) which resulted in an impairment loss of $2.4 million.  Along with writing off the value of COBS, we also removed from our balance sheet the $600,000 non-controlling interest in COBS related to certain third parties’ ownership interest in COBS.  The net effect of writing off the value of our investment in COBS was a decrease in the net income attributable to Golden Grain Energy of $1.8 million for our third quarter of 2009.

Results of Operations for the Nine Months Ended July 31, 2010 and 2009

The following table shows the results of our operations and the percentage of revenues, cost of goods sold, operating expenses and other items to total revenues in our statement of operations for the nine months ended July 31, 2010 and 2009:

	Nine Months EndedJuly 31, 2010			Nine Months EndedJuly 31, 2009
Income Statement Data	Amount		%	Amount			%
Revenues	$	154,038,116	100.0	$	146,615,127		100.0
Cost of Goods Sold	140,680,477		91.3	146,952,010			100.2
Gross Profit (Loss)	13,357,639		8.7	(336,883		)	(0.2	)
Operating Expenses	1,759,048		1.1	1,185,701			0.8
Impairment Loss	—		—	2,400,000			1.6
Operating Income (Loss)	11,598,591		7.5	(3,922,584		)	(2.7	)
Other Income (Expense)	218,471		0.1	(1,960,755		)	(1.3	)
Net Loss Attributable to Non-Controlling Interest	—		—	600,000			0.4
Net Income (Loss) Attributable to Golden Grain Energy	11,817,062		7.7	(5,283,339		)	(3.6	)

Revenues.  Our total revenues were higher for the nine month period ended July 31, 2010 compared to the same period of 2009.  This increase in revenue is a result of a significant increase in the average price we received for our ethanol during the first nine months of our 2010 fiscal year compared to the same period of 2009.  In addition, the average price of our corn oil significantly increased during the first nine months of our 2010 fiscal year compared to the same period of 2009.  These increases in ethanol and corn oil prices were somewhat offset by lower distillers grains prices for the first nine months of our 2010 fiscal year compared to the same period of 2009.

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The average price we received for our ethanol was approximately 7% higher for the first nine months of our 2010 fiscal year compared to the same period of 2009.  Management attributes this increase in ethanol prices with higher demand in the short term and the updated pricing arrangement with our ethanol marketer.  Our ethanol production and sales for the first nine months of our 2010 fiscal year were comparable to our production and sales during the first nine months of our 2009 fiscal year.  We also had an approximately $1,672,000 combined realized and unrealized gain for the nine month period ended July 31, 2010 related to ethanol swaps which increased our revenues.  We had no ethanol related gains or a loss from ethanol swaps for the comparable period of 2009.

The average price we received for our dried distiller grains was approximately 21% lower for the first nine months of our 2010 fiscal year compared to the same period of 2009.  In addition, the average price we received for our modified distiller grains was approximately 24% lower for the first nine months of our 2010 fiscal year compared to the same period of 2009.  We sold more tons of distiller grains during the first nine months of our 2010 fiscal year compared to the same period of 2009.  On a total tons basis, we sold approximately 4% more distiller grains during the first nine months of our 2010 fiscal year compared to the same period of 2009.  In addition, we sold significantly more tons of distiller grains in the dried form during the first nine months of our 2010 fiscal year compared to the same period of 2009.  Management attributes this increase to supply and demand forces in the distiller grains market.

We sold approximately 5% more pounds of corn oil during the first nine months of our 2010 fiscal year compared to the same period of 2009.  In addition, the average price per pound of corn oil we received increased by approximately 43% for the first nine months of our 2010 fiscal year compared to the same period of 2009.

Cost of Goods Sold.  Our cost of goods sold was significantly lower for the first nine months of our 2010 fiscal year compared to the same period of our 2009 fiscal year.  Our average cost per bushel of corn was approximately 9% lower during the first nine months of our 2010 fiscal year compared to the same period of 2009.  Partially offsetting this decrease in our average corn cost was an increase of approximately 3% in the number of bushels of corn we ground during the first nine months of our 2010 fiscal year compared to the same period of 2009.  Management attributes this increase in the number of bushels of corn we ground during the 2010 period with a decrease in our ethanol conversion efficiency during the 2010 period and a decrease in the quality and test weights of the corn crop used in 2010.  We completed some plant upgrades and maintenance during our April 2010 shutdown and will continue to make improvements which improve our ethanol conversion efficiencies over the average conversion levels for 2010.

Our natural gas costs decreased during the first nine months of our 2010 fiscal year compared to the same period of 2009.  The average price we paid per mmBtu of natural gas was approximately 10% lower during the first nine months of our 2010 fiscal year compared to the same period of 2009.  Our natural gas consumption during the first nine months of our 2010 fiscal year was approximately 3% higher compared to the first nine months of our 2009 fiscal year.  Management attributes this increase in our natural gas consumption with an approximately 4% increase in the amount of dried distiller grains we sold.

We had an approximately $96,000 combined realized and unrealized loss for the nine month period ended July 31, 2010 related to our corn and natural gas derivative instruments which increased our cost of goods sold.  By comparison, we had an approximately $984,000 combined realized and unrealized gain for the nine months ended July 31, 2009 related to our corn and natural gas derivative instruments which decreased our cost of goods sold.

Operating Expenses.  Our operating expenses were higher for the first nine months of our 2010 fiscal year compared to the same period of our 2009 fiscal year, primarily as a result of increased personnel expense, bonus accrual and insurance expense.

Other Income (Expense).  Our interest income was higher for the nine month period ended July 31, 2010 compared to the same period of 2009 as a result of having more cash on hand during the 2010 period.  Our interest expense was lower for the first nine months of our 2010 fiscal year compared to the same period of 2009 due to decreased borrowing on our credit facilities during the 2010 period.  We paid a penalty of approximately $1.1 million in order to pay off our Home Federal credit facilities early and expensed approximately $243,000 of loan origination costs which were included as an other expense during the nine month period ended July 31, 2010.  Our income from our investments was significantly higher for the first nine months of our 2010 fiscal year compared to

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the same period of 2009 due to the general improvement of performance in the ethanol industry.  Many of our investments are companies that are involved in the ethanol industry.

Changes in Financial Condition for the Nine Months Ended July 31, 2010

Current Assets.  Our current assets were lower at July 31, 2010 compared to October 31, 2009.  The decrease is primarily the result of a significant decrease in our accounts receivable related to a drop in ethanol prices since the end of our 2009 fiscal year and an amendment to our ethanol marketing agreement that now has us holding ethanol shipped via unit trains in our inventory until such time as the unit train is completed.  This also resulted in an increase in our inventory at July 31, 2010 compared to October 31, 2009.  We had no cash and equivalents on our balance sheet as of July 31, 2010 due to the change we made in our credit facility.  Any cash that we have is used to pay down our loans with Farm Credit and if we have checks outstanding, they are paid from proceeds on our revolving loans.  This allows us to reduce our interest expense by minimizing the amount we have outstanding on our loans.  The amount of cash that our commodities broker was holding in our margin account was lower at July 31, 2010 compared to October 31, 2009 partially as a result of derivative instrument contracts that were outstanding as of October 31, 2009 but settled by July 31, 2010.  Our prepaid expenses were higher at July 31, 2010 compared to October 31, 2009 as a result of an insurance payment we made in November 2009 which covers our insurance premiums for the entire year.

Property and Equipment.  The net value of our property and equipment was lower at July 31, 2010 compared to October 31, 2009 primarily as a result of increases in our accumulated depreciation.

Other Assets.  Our other assets were higher at July 31, 2010 compared to October 31, 2009 due mainly to the income we realized during the first nine months of our 2010 fiscal year from our various investments.  In addition, we purchased an investment in an ethanol plant during our fourth quarter of 2009 which increased the value of our other assets during the 2010 period.

Current Liabilities.  Our current liabilities were lower at July 31, 2010 compared to October 31, 2009.  The current portion of our long-term debt was significantly lower at July 31, 2010 compared to October 31, 2009 as a result of the change we made to our credit facilities as described below in the section entitled Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations - Short-Term and Long-Term Debt Sources.  The liability associated with our derivative instruments was lower at July 31, 2010 compared to October 31, 2009 due to more favorable derivative instrument positions we had in place at July 31, 2010.

Long-term Liabilities.  Our long-term liabilities were significantly lower at July 31, 2010 compared to October 31, 2009, primarily as a result of the fact that we restructured our credit facilities during the third quarter of 2010 and made a significant debt payment in order to reduce the amount of debt we have outstanding.  As of July 31, 2010, we had no amounts outstanding on our revolving line of credit with Farm Credit and we had approximately $17.7 million outstanding on our long-term note with Farm Credit.

Distributions to Members

We did not make any distributions to our members during the first nine months of our 2010 fiscal year, however, in June 2010 we did redeem 4,300,000 of redeemable units that were issued during April and June of 2009.  Total cash paid for the redemption of the units was approximately $5,188,000.  Management anticipates continuing to monitor our cash position and our projections regarding our profitability in determining whether to make a distribution to our members during our 2010 fiscal year.  Any such distribution will be subject to approval by our primary lender, Farm Credit.

Liquidity and Capital Resources

Based on financial forecasts performed by our management, we anticipate that we will have sufficient cash from our current credit facilities and cash from our operations to continue to operate the ethanol plant at capacity for the next 12 months.  As a result of current conditions in the ethanol market that have presented more favorable operating conditions than we had during the beginning of our 2009 fiscal year, we have been able to reduce our

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reliance on our revolving lines of credit.  We did not have any amount outstanding on our revolving line of credit as of July 31, 2010 and we had $5 million available pursuant to our revolving line of credit and approximately $12.3 million available pursuant to our long-term revolving term loan.

We do not currently anticipate seeking additional equity or debt financing in the near term.  However, should we experience unfavorable operating conditions in the future, we may have to secure additional debt or equity financing for working capital or other purposes.

We do not currently anticipate any significant purchases of property and equipment that would require us to secure additional capital in the next 12 months.  However, management continues to evaluate conditions in the ethanol industry and explore opportunities to improve the efficiency and profitability of our operations which may require capital expenditures.

The following table shows our cash flows for the nine months ended July 31, 2010 and 2009:

	Nine Months Ended July 31
	2010			2009
Net cash provided by (used in) operating activities	$	20,358,353		$	(2,368,010	)
Net cash (used in) investing activities	(896,958		)	(2,545,801		)
Net cash provided by (used in) financing activities	(19,461,395		)	4,955,142

Cash Flow From Operations

Our cash flows from operations for the nine month period ended July 31, 2010 significantly increased compared to the same period of 2009.  This change is primarily related to a significant increase in our net income for the first nine months of 2010 compared to the same period of 2009.  We had net income of more than $11.8 million for the nine months ended July 31, 2010 compared to a net loss of more than $5.9 million for the nine month period ended July 31, 2009.

Cash Flow From Investing Activities

We used significantly less cash for investing activities during the nine months ended July 31, 2010 compared to the same period of 2009.  During the nine months ended July 31, 2009, we used cash primarily for the installation of our corn oil extraction equipment verses significantly fewer capital expenditures during the same nine month period for 2010.

Cash Flow From Financing Activities.

During the nine month period ended July 31, 2010, we used cash for financing activities related to redemption of our redeemable membership units and repayment of the Home Federal loans. We also received proceeds from the new Farm Credit loans of approximately $21 million during the nine month period ended July 31, 2010.  By comparison, our financing activities provided cash for our operations during the nine month period ended July 31, 2009.  We used $2.6 million in advances on our line of credit with Home Federal during the nine month period ended July 31, 2009.  This was primarily the result of poor operating conditions in the ethanol industry during that time period.  We also received proceeds from our equity offering during the 2009 period which provided cash for our operations and was subsequently paid back during June 2010.

Short-Term and Long-Term Debt Sources

On July 23, 2010, we entered into a new comprehensive credit facility with Farm Credit Services of America, FLCA and Farm Credit Services of America, PCA (collectively “Farm Credit”).  The total face amount of this new comprehensive credit facility is $35 million which is split among two separate loans: (i) a $30 million term revolving line of credit with a maturity date of February 1, 2017; and (ii) a $5 million revolving line of credit with a maturity date of August 1, 2011.  In exchange for this new comprehensive credit facility, we executed a mortgage in favor of Farm Credit covering all of our real property and granted Farm Credit a security interest in all of our

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equipment and other assets.  In the event we default on our loans with Farm Credit, Farm Credit may foreclose on our assets, including both our real property and our machinery and equipment.

At the time we executed the new credit facility with Farm Credit, we repaid the entire outstanding balance of our credit facilities with Home Federal Savings Bank of Rochester, Minnesota (Home Federal).  Our credit facilities with Home Federal prior to the payoff included our expansion term loan and a revolving line of credit.  The balance of the Home Federal loans that we paid off was approximately $21 million.  Home Federal canceled its mortgage and security interest in all of our assets.  We currently have no further obligations under our Home Federal credit facilities.

Long-term Revolving Line of Credit

We have a total of $30 million available pursuant to our long-term revolving line of credit.  Interest on this loan accrues at 3.15% above the One-Month London Interbank Offered Rate (LIBOR).  The interest rate is subject to weekly adjustment.  We may elect to enter into a fixed interest rate on this loan at various times throughout the term of the loan as provided in the loan agreements.  The maximum principal amount of this loan decreases by $2.5 million semi-annually starting on August 1, 2011 and continuing until February 1, 2016.  After February 1, 2016, we will have $5 million available pursuant to this long-term revolving line of credit until it matures on February 1, 2017.  In the event any amount is outstanding on this loan in excess of the new credit limit, we agreed to repay principal on the loan until we reach the new credit limit.  We agreed to pay an annual fee of 0.6% of the unused portion of this loan.  As of July 31, 2010, we had approximately $17,745,000 outstanding on this loan which accrued interest at a rate of 3.48% per year and approximately $12,255,000 available to be drawn.

Revolving Line of Credit

The maturity date of this revolving line of credit is August 1, 2011.  Interest on this loan accrues at 2.9% above the One-Month LIBOR.  The interest rate is subject to weekly adjustment.  We may elect to enter into a fixed interest rate on this loan at various times throughout the term of the loan as provided in the loan agreements.  We agreed to pay an annual fee of 0.3% of the unused portion of this loan.  As of July 31, 2010, we had $0 outstanding on this loan and $5 million available to be drawn.

Administrative Agency Agreement

As part of the Farm Credit loan closing, we entered into an Administrative Agency Agreement with CoBank, ACP (CoBank).  CoBank purchased a participation interest in the Farm Credit loans and was appointed the administrative agent for the purpose of servicing the loans.  As a result, CoBank will act as the agent for Farm Credit with respect to our loans.  We agreed to pay CoBank an annual fee of $5,000 as the agent for Farm Credit.

Covenants

Our credit agreements with Farm Credit are subject to numerous covenants requiring us to maintain various financial ratios.  As of July 31, 2010, we were in compliance with all of our loan covenants with Farm Credit.  We anticipate that we will be in compliance with our loan covenants for the next 12 months.

Grants and Government Programs

We entered into an agreement with the Iowa Department of Economic Development for funding through the State of Iowa’s Value-Added Agricultural Products and Processes Financial Assistance Program (“VAAPPFAP”) in conjunction with our original plant construction.  Under this program, we received a $100,000 forgivable loan and a zero percent interest loan of $300,000 on a 15-year amortization with a five-year balloon payment.  On August 15, 2008 we received confirmation from the Iowa Department of Economic Development that all criteria of the forgivable loan were satisfied and that the $100,000 forgivable portion of the loan was forgiven.  We started making payments on the $300,000 zero percent interest loan in January 2006.  The balance on this loan as of July 31, 2010 was approximately $208,000.

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In December 2006, we received the first payment from our semi-annual economic development grants equal to the amount of the tax assessments imposed on our ethanol plant by Cerro Gordo County, the county in which our ethanol plant is located.  Based on our 2009 assessment, the total amount of these grants is expected to be approximately $6 million, which will be paid semi-annually over a 10-year period with the final payment being made in 2019.

Critical Accounting Estimates

Management uses estimates and assumptions in preparing our financial statements in accordance with generally accepted accounting principles.  These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses.  Of the significant accounting policies described in the notes to our financial statements, we believe that the following are the most critical:

Revenue Recognition

Revenue from the sale of our products is recognized at the time title to the goods and all risks of ownership transfer to the customers.  This generally occurs upon shipment, loading of the goods or when the customer picks up the goods. Collectability of revenue is reasonably assured based on historical evidence of collectability between us and our customers.  Interest income is recognized as earned.

Shipping costs incurred by us in the sale of ethanol and corn oil are not specifically identifiable and as a result, revenue from the sale of ethanol and corn oil are recorded based on the net selling price reported to us from our marketer.  Shipping costs incurred by us in the sale of distiller grain products are included in cost of goods sold.

Derivative Instruments

We enter into derivative instruments to hedge our exposure to price risk related to forecasted corn and natural gas purchases and forward corn purchase contracts.  We occasionally also enter into derivative contracts to hedge our exposure to price risk as it relates to ethanol sales.  We do not typically enter into derivative instruments other than for hedging purposes.  All derivative instruments except for those that fall under normal purchase and sale exclusions are recognized on the July 31, 2010 balance sheet at their fair market value.  Currently, none of our derivative instruments are classified as cash-flow hedges for accounting purposes.  On the date the derivative instrument is entered into, we will designate the derivative as either a hedge of the variability of cash flows of a forecasted transaction or will not designate the derivative as a hedge.  Changes in the fair value of a derivative that is designated as, and meets all of the required criteria for, a cash flow hedge are recorded in accumulated other comprehensive income and reclassified into earnings as the hedged items affect earnings.  Changes in the fair value of a derivative that is not designated as a hedge are recorded in current period earnings.  Although certain derivative instruments may not be designated as, and accounted for, as a cash flow hedge, we believe our derivative instruments are effective economic hedges of specified risks.

During the quarter ended July 31, 2010, we recorded combined realized and unrealized gains (losses) for derivatives from ethanol, corn and natural gas of approximately $860,000, $(166,000) and $(91,000) respectively.  These gains (losses) are recorded in revenues, cost of goods sold and cost of goods sold, respectively.  For the same quarter of 2009 we recorded combined realized and unrealized gains from corn of approximately $1,481,000, which are recorded in costs of goods sold, and no gains or (losses) from ethanol or natural gas.

Off-Balance Sheet Arrangements.

We currently have no off-balance sheet arrangements.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are exposed to the impact of market fluctuations associated with commodity prices as discussed below. We have no exposure to foreign currency risk as all of our business is conducted in U.S. Dollars. We had approximately $17.7 million outstanding on our variable interest rate loans as of July 31, 2010.  Interest rates on our

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variable interest loans are adjusted weekly.  We use derivative financial instruments as part of an overall strategy to manage market risk. We use cash, futures and option contracts to hedge changes to the commodity prices of corn and natural gas. We do not enter into these derivative financial instruments for trading or speculative purposes, nor do we designate these contracts as hedges for accounting purposes.

Interest Rate Risk

We are exposed to market risk from changes in interest rates. Exposure to interest rate risk results primarily from holding revolving lines of credit which bear variable interest rates.  Specifically, we had approximately $17.7 million outstanding in variable rate debt as of July 31, 2010.  The approximate change to our income for a twelve month period based on a 10% adverse change in interest rates for our variable rate debt as of July 31, 2010 would be approximately $60,000.

Commodity Price Risk

We seek to minimize the risks from fluctuations in the prices of raw material inputs, such as corn and natural gas, and finished products, such as ethanol and distillers grains, through the use of hedging instruments.  In practice, as markets move, we actively manage our risk and adjust hedging strategies as appropriate.  Although we believe our hedge positions accomplish an economic hedge against our future purchases and sales, management has chosen not to use hedge accounting, which would match the gain or loss on our hedge positions to the specific commodity purchase being hedged.  We are using fair value accounting for our hedge positions, which means as the current market price of our hedge positions changes, the realized or unrealized gains and losses are immediately recognized in our cost of goods sold or as an offset to revenues. The immediate recognition of hedging gains and losses under fair value accounting can cause net income to be volatile from quarter to quarter due to the timing of the change in value of the derivative instruments relative to the cost and use of the commodity being hedged.

As of July 31, 2010, we had price protection in place for approximately 9.5% of our anticipated corn needs, approximately 8.5% of our natural gas needs and 9.3% of our ethanol sales for the next 12 months.

A sensitivity analysis has been prepared to estimate our exposure to ethanol, corn and natural gas price risk. Market risk related to these factors is estimated as the potential change in income resulting from a hypothetical 10% adverse change in the average cost of our corn and natural gas prices and average ethanol price as of July 31, 2010, net of the forward and future contracts used to hedge our market risk for corn and natural gas usage requirements.  The volumes are based on our expected use and sale of these commodities for a one year period from July 31, 2010.  The results of this analysis, which may differ from actual results, are as follows:

	Estimated Volume Requirements for the next 12 months (net of forward and futures contracts)	Unit of Measure	Hypothetical Adverse Change in Price as of 7/31/2010		Approximate Adverse Change to Income
Natural Gas	2,893,000	MMBTU	10	%	$	1,345,000
Ethanol	104,304,000	Gallons	10	%	$	16,063,000
Corn	37,440,000	Bushels	10	%	$	12,842,000

Liability Risk

We participate in a captive reinsurance company (the “Captive”).  The Captive reinsures losses related to worker’s compensation, commercial property and general liability.  Premiums are accrued by a charge to income for the period to which the premium relates and is remitted by our insurer to the captive reinsurer.  The Captive reinsures catastrophic losses in excess of a predetermined amount.  Our premiums are structured such that we have made a prepaid collateral deposit estimated for losses related to the above coverage.  The Captive insurer has estimated and collected an amount in excess of the estimated losses but less than the catastrophic loss limit insured by the Captive. We cannot be assessed in excess of the amount in the collateral fund.

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ITEM 4T.  CONTROLS AND PROCEDURES.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosures.

Our management, including our President and Chief Executive Officer (the principal executive officer), Walter Wendland, along with our Chief Financial Officer, (the principal financial officer), Christine Marchand, have reviewed and evaluated the effectiveness of our disclosure controls and procedures as of July 31, 2010.  Based on this review and evaluation, these officers believe that our disclosure controls and procedures are effective in ensuring that material information related to us is recorded, processed, summarized and reported within the time periods required by the forms and rules of the Securities and Exchange Commission.

For the fiscal quarter ended July 31, 2010, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II.     OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

None.

ITEM 1A. RISK FACTORS.

The following risk factors are provided due to material changes from the risk factors previously disclosed in our annual report on Form 10-K.  The risk factors set forth below should be read in conjunction with the risk factors section and the Management’s Discussion and Analysis section for the fiscal year ended October 31, 2009, included in our annual report on Form 10-K.

The California Low Carbon Fuel Standard may decrease demand for corn based ethanol which could negatively impact our profitability.  Recently, California passed a Low Carbon Fuels Standard (LCFS).  The California LCFS requires that renewable fuels used in California must accomplish certain reductions in greenhouse gases which are measured using a lifecycle analysis.  Management believes that these new regulations could preclude corn based ethanol produced in the Midwest from being used in California.  California represents a significant ethanol demand market.  If we are unable to supply ethanol to California, it could significantly reduce demand for the ethanol we produce.  Any decrease in ethanol demand could negatively impact ethanol prices which could reduce our revenues and negatively impact our ability to profitably operate the ethanol plant.

If the Federal Volumetric Ethanol Excise Tax Credit (“VEETC”) expires on December 31, 2010, it could negatively impact our profitability.  The ethanol industry is benefited by VEETC which is a federal excise tax credit of 4.5 cents per gallon of ethanol blended with gasoline at a rate of at least 10%.  This excise tax credit is set to expire on December 31, 2010.  We believe that VEETC positively impacts the price of ethanol.  On December 31, 2009, the biodiesel blenders’ credit that benefits the biodiesel industry was allowed to expire.  This resulted in the biodiesel industry ceasing to produce biodiesel because the price of biodiesel without the tax credit was uncompetitive with the cost of petroleum based diesel.  If VEETC is allowed to expire, it could negatively impact the price we receive for our ethanol and could negatively impact our profitability.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

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ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.  (REMOVED AND RESERVED).

ITEM 5.  OTHER INFORMATION.

None.

ITEM 6.  EXHIBITS.

(a)The following exhibits are filed as part of this report.

Exhibit No.	Exhibit	Filed Herewith	Incorporated by Reference
10.1	Master Loan Agreement between the registrant, Farm Credit Services of America FLCA and Farm Credit Services of America, PCA dated July 21, 2010.	X
10.2	Real Estate Mortgage between the registrant, Farm Credit Services of America FLCA and Farm Credit Services of America, PCA dated July 21, 2010.	X
10.3	$25,000,000 Revolving Term Loan Supplement between the registrant, Farm Credit Services of America FLCA and Farm Credit Services of America, PCA dated July 21, 2010.	X
10.4	$5,000,000 Revolving Term Loan Supplement between the registrant, Farm Credit Services of America FLCA and Farm Credit Services of America, PCA dated July 21, 2010.	X
10.5	$5,000,000 Revolving Loan Supplement between the registrant, Farm Credit Services of America FLCA and Farm Credit Services of America, PCA dated July 21, 2010.	X
31.1	Certificate Pursuant to 17 CFR 240.13a-14(a)	X
31.2	Certificate Pursuant to 17 CFR 240.13a-14(a)	X
32.1	Certificate Pursuant to 18 U.S.C. Section 1350	X
32.2	Certificate Pursuant to 18 U.S.C. Section 1350	X

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		GOLDEN GRAIN ENERGY, LLC
Date:	September 14, 2010	/s/ Walter Wendland
		Walter Wendland
		President and Chief Executive Officer
		(Principal Executive Officer)
Date:	September 14, 2010	/s/ Christine Marchand
		Christine Marchand
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

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EX-10.1

Exhibit 10.1

MLA No. RI0910

MASTER LOAN AGREEMENT

THIS MASTER LOAN AGREEMENT is entered into as of July 21, 2010, between FARM CREDIT SERVICES OF AMERICA, FLCA (“FLCA”), FARM CREDIT SERVICES OF AMERICA, PCA (“PCA”) and GOLDEN GRAIN ENERGY, LLC, Mason City, Iowa (the “Company”).

BACKGROUND

From time to time FLCA or PCA may make loans to the Company.  Hereinafter, the term “Lead Lender” shall mean FLCA, PCA or both, as applicable in the context. In order to reduce the amount of paperwork associated therewith, Lead Lender and the Company would like to enter into a master loan agreement. For that reason, and in consideration of Lead Lender making one or more loans to the Company, Lead Lender and the Company agrees as follows:

SECTION 1.Supplements.  In the event the Company desires to borrow from Lead Lender and Lead Lender is willing to lend to the Company, or in the event Lead Lender and the Company desire to consolidate any existing loans hereunder, the parties will enter into a Supplement to this agreement (a “Supplement”). Each Supplement will set forth the amount of the loan, the purpose of the loan, the interest rate or rate options applicable to that loan, the repayment terms of the loan, and any other terms and conditions applicable to that particular loan. Each loan will be governed by the terms and conditions contained in this agreement and in the Supplement relating to the loan.

SECTION 2.Sale of Participation Interests and Appointment of Administrative Agent. The Company acknowledges that concurrent with the execution of this Master Loan Agreement and related Supplements, Lead Lender is selling a participation interest in this Master Loan Agreement and Supplements executed concurrently herewith to CoBank, ACB (“CoBank”) (up to a 100% interest). Pursuant to an Administrative Agency Agreement dated July 6, 2010, (“Agency Agreement”), Lead Lender and CoBank appointed CoBank to act as Administrative Agent (“Agent”) to act in place of Lead Lender hereunder and under the Supplements and any security documents to be executed thereunder. All funds to be advanced hereunder shall be made by Agent, all repayments by the Company hereunder shall be made to Agent, and all notices to be made to Lead Lender hereunder shall be made to Agent. Agent shall be solely responsible for the administration of this agreement, the Supplements and the security documents to be executed by the Company thereunder and the enforcement of all rights and remedies of Lead Lender hereunder and thereunder. Company acknowledges the appointment of the Agent and consents to such appointment.

SECTION 3.Availability.  Loans will be made available on any day on which Agent and the Federal Reserve Banks are open for business upon the telephonic or written request of the Company. Requests for loans must be received no later than 12:00 Noon Company’s local time on the date the loan is desired. Loans will be made available by wire transfer of immediately available funds to such account or accounts as may be authorized by the Company. The Company shall furnish to Agent a duly completed and executed copy of a CoBank Delegation and Wire and Electronic Transfer Authorization Form, and Agent shall be entitled to rely on (and shall incur no liability to the Company in acting on) any

request or direction furnished in accordance with the terms thereof.

SECTION 4.Repayment.  The Company’s obligation to repay each loan shall be evidenced by the promissory note set forth in the Supplement relating to that loan or by such replacement note as Agent shall require. Agent shall maintain a record of all loans, the interest accrued thereon, and all payments made with respect thereto, and such record shall, absent proof of manifest error, be conclusive evidence of the outstanding principal and interest on the loans. All payments shall be made by wire transfer of immediately available funds, by check, or by automated clearing house or other similar cash handling processes as specified by separate agreement between the Company and Agent. Wire transfers shall be made to ABA No. 307088754 for advice to and credit of CoBank (or to such other account as Agent may direct by notice). The Company shall give Agent telephonic notice no later than 12:00 Noon Company’s local time of its intent to pay by wire and funds received after 3:00 p.m. Company’s local time shall be credited on the next business day. Checks shall be mailed to CoBank, Department 167, Denver, Colorado 80291-0167 (or to such other place as Agent may direct by notice). Credit for payment by check will not be given until the later of: (A) the day on which Agent receives immediately available funds; or (B) the next business day after receipt of the check.

SECTION 5.Lender Stock. Borrower agrees to own or purchase if necessary, such stock in Farm Credit Services of America, ACA, as is from time to time required by Lead Lender’s policies and bylaws. Capitalization requirements are met by stock owned by Golden Grain Energy, LLC. That Walt Wendland is the authorized voter on behalf of the owner(s) of voting stock.

SECTION 6.Security.  The Company’s obligations under this agreement, all Supplements (whenever executed), and all instruments and documents contemplated hereby or thereby, shall be secured by a statutory first lien on all equity which the Company may now own or hereafter acquire in Lead Lender. In addition, the Company agrees to grant to Lead Lender, by means of such instruments and documents as Agent shall require, a first lien (subject only to exceptions approved in writing by Agent) on all personal property of the Company, and on all real property of the Company, whether now existing or hereafter acquired. As additional security for those obligations: (A) the Company agrees to grant to Lead Lender by means of such instruments and documents as Agent shall reasonably require, a first priority lien on such of its other assets, whether now existing or hereafter acquired, as Agent may from time to time require; and (B) the Company agrees to grant to Lead Lender, by means of such instruments and documents as Agent shall reasonably require, a first priority lien on all realty which the Company may from time to time acquire after the date hereof. Lead Lender may at its discretion assign collateral to the Agent under the Agency Agreement.

SECTION 7.Conditions Precedent.

(A)Conditions to Initial Supplement.  Lead Lender’s obligation to extend credit under the initial Supplement hereto is subject to the conditions precedent that Agent receive, in form and content satisfactory to Agent, each of the following:

(1)This Agreement, Etc.  A duly executed copy of this agreement and all instruments and documents contemplated hereby.

(2)Proof of Insurance.  Evidence that the Company has obtained insurance required hereunder.

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(3)Environmental Audit.  A written report of an environmental audit pertaining to the Company’s real property located in Cerro Gordo County, Iowa, produced by an independent national or regional environmental consulting firm with full service capabilities whose selection has been approved by Agent, and dated not more than sixty (60) days prior to the submission thereof, which report shall show to Agent’s satisfaction that all appropriate inquiry was made and that the past or present use or condition of the property poses neither material health or safety hazards nor potential financial exposure that Agent, in its sole discretion, finds unacceptable.

(4)Security Agreement.  A security agreement granting to Lead Lender a first lien (subject only to exceptions approved in writing by Agent) on all personal property of the Company, whether now owned or hereafter acquired.

(5)Security Agreement.  A security agreement granting to Agent a second lien (subject only to exceptions approved in writing by Agent) on all personal property of the Company, whether now owned or hereafter acquired.

(6)Title Commitment/Policy.  A commitment from a title insurance company acceptable to Agent to issue an ALTA lender’s policy of title insurance in the face amount of $40,000,000.00 insuring the Company’s mortgage or deed of trust to Lead Lender as a first priority lien on the property encumbered thereby, subject only to exceptions approved in writing by Agent. The Company agrees to pay the cost of such commitment and the related policy, together with such endorsements as may be reasonably requested by Agent, and also agrees that if, for any reason, a final policy is not issued by November 1, 2010 or such later date as may be agreeable to Agent, then an “Event of Default” shall be deemed to have occurred under this agreement.

(7)Mortgage/Deed of Trust.  A mortgage or deed of trust in the face amount of $70,000,000.00 granting to Lead Lender a first lien (subject only to exceptions approved in writing by Agent) on the Company’s property located in Cerro Gordo County, Iowa.

(B)Conditions to Each Supplement.  Lead Lender’s obligation to extend credit under each Supplement, including the initial Supplement, is subject to the conditions precedent that Agent receive, in form and content satisfactory to Agent, each of the following:

(1)Supplement.  A duly executed copy of the Supplement and all instruments and documents contemplated thereby.

(2)Evidence of Authority.  Such certified board resolutions, certificates of incumbency, and other evidence that Agent may require that the Supplement, all instruments and documents executed in connection therewith, and, in the case of initial Supplement hereto, this agreement and all instruments and documents executed in connection herewith, have been duly authorized and executed.

(3)Fees and Other Charges.  All fees and other charges provided for herein or in the Supplement.

(4)Evidence of Perfection, Etc.  Such evidence as Agent may require that Lead Lender has a duly perfected first priority lien on all security for the Company’s obligations, and that the Company is in compliance with Section 9(D) hereof.

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(C)Conditions to Each Loan.  Lead Lender’s obligation under each Supplement to make any loan to the Company thereunder is subject to the condition that no “Event of Default” (as defined in Section 12 hereof) or event which with the giving of notice and/or the passage of time would become an Event of Default hereunder (a “Potential Default”), shall have occurred and be continuing.

SECTION 8. Representations and Warranties.

(A)This Agreement.  The Company represents and warrants to Lead Lender and Agent that as of the date of this agreement:

(1)Compliance.  The Company and, to the extent contemplated hereunder, each “Subsidiary” (as defined below), is in compliance with all of the terms of this agreement, and no Event of Default or Potential Default exists hereunder.

(2)Subsidiaries.  The Company has the following “Subsidiary(ies)” (as defined below): Corn Oil Bio-Solutions, LLC. For purposes hereof, a “Subsidiary” shall mean a corporation of which shares of stock having ordinary voting power to elect a majority of the board of directors or other managers of such corporation are owned, directly or indirectly, by the Company.

(B)Each Supplement.  The execution by the Company of each Supplement hereto shall constitute a representation and warranty to Agent that:

(1)Applications.  Each representation and warranty and all information set forth in any application or other documents submitted in connection with, or to induce Lead Lender to enter into, such Supplement, is correct in all material respects as of the date of the Supplement.

(2)Conflicting Agreements, Etc. This agreement, the Supplements, and all security and other instruments and documents relating hereto and thereto (collectively, at any time, the “Loan Documents”), do not conflict with, or require the consent of any party to, any other agreement to which the Company is a party or by which it or its property may be bound or affected, and do not conflict with any provision of the Company’s operating agreement, articles of organization, or other organizational documents.

(3)Compliance. The Company and, to the extent contemplated hereunder, each Subsidiary, is in compliance with all of the terms of the Loan Documents (including, without limitation, Section 9(A) of this agreement on eligibility to borrow from Lead Lender).

(4)Binding Agreement.  The Loan Documents create legal, valid, and binding obligations of the Company which are enforceable in accordance with their terms, except to the extent that enforcement may be limited by applicable bankruptcy, insolvency, or similar laws affecting creditors’ rights generally.

SECTION 9.Affirmative Covenants.  Unless otherwise agreed to in writing by Agent while this agreement is in effect, the Company agrees to and with respect to Subsections 9(B) through 9(G) hereof, agrees to cause each Subsidiary to:

(A)Eligibility.  Maintain its status as an entity eligible to borrow from Lead Lender.

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(B)Corporate Existence, Licenses, Etc.  (1) Preserve and keep in full force and effect its existence and good standing in the jurisdiction of its formation; (2) qualify and remain qualified to transact business in all jurisdictions where such qualification is required; and (3) obtain and maintain all licenses, certificates, permits, authorizations, approvals, and the like which are material to the conduct of its business or required by law, rule, regulation, ordinance, code, order, and the like (collectively, “Laws”).

(C)Compliance with Laws.  Comply in all material respects with all applicable Laws, including, without limitation, all Laws relating to environmental protection. In addition, the Company agrees to cause all persons occupying or present on any of its properties, and to cause each Subsidiary to cause all persons occupying or present on any of its properties, to comply in all material respects with all environmental protection Laws.

(D)Insurance.  Maintain insurance with insurance companies or associations reasonably acceptable to Agent in such amounts and covering such risks as are usually carried by companies engaged in the same or similar business and similarly situated, and make such increases in the type or amount of coverage as Agent may reasonably request. All such policies insuring any collateral for the Company’s obligations to Lead Lender shall have mortgagee or lender loss payable clauses or endorsements in form and content acceptable to Agent. At Agent’s request, all policies (or such other proof of compliance with this Subsection as may be satisfactory to Agent) shall be delivered to Agent.

(E)Property Maintenance.  Maintain all of its property that is necessary to or useful in the proper conduct of its business in good working condition, ordinary wear and tear excepted.

(F)Books and Records.  Keep adequate records and books of account in which complete entries will be made in accordance with generally accepted accounting principles (“GAAP”) consistently applied.

(G)Inspection.  Permit Agent or its agents, upon reasonable notice and during normal business hours or at such other times as the parties may agree, to examine its properties, books, and records, and to discuss its affairs, finances, and accounts, with its respective officers, directors, employees, and independent certified public accountants.

(H)Reports and Notices. Furnish to Agent:

(1)Annual Financial Statements.  As soon as available, but in no event more than 90 days after the end of each fiscal year of the Company occurring during the term hereof, annual consolidated and consolidating financial statements of the Company and its consolidated Subsidiaries, if any, prepared in accordance with GAAP consistently applied. Such financial statements shall: (a) be audited by independent certified public accountants selected by the Company and acceptable to Agent; (b) be accompanied by a report of such accountants containing an opinion thereon acceptable to Agent; (c) be prepared in reasonable detail and in comparative form; and (d) include a balance sheet, a statement of income, a statement of retained earnings, a statement of cash flows, and all notes and schedules relating thereto.

(2)Interim Financial Statements.  As soon as available, but in no event more than 30 days after the end of each month (other than the last month in each fiscal year of the Company), a consolidated balance sheet of the Company and its consolidated Subsidiaries, if any, as of the end of such

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month, a consolidated statement of income for the Company and its consolidated Subsidiaries, if any, for such period and for the period year to date, and such other interim statements as Agent may reasonably request, all prepared in reasonable detail and in comparative form in accordance with GAAP consistently applied and, if required by written notice from Agent, certified by an authorized officer or employee of the Company acceptable to Agent.

(3)Notice of Default.  Promptly after becoming aware thereof, notice of the occurrence of an Event of Default or a Potential Default.

(4)Notice of Non-Environmental Litigation.  Promptly after the commencement thereof, notice of the commencement of all actions, suits, or proceedings before any court, arbitrator, or governmental department, commission, board, bureau, agency, or instrumentality affecting the Company or any Subsidiary which, if determined adversely to the Company or any such Subsidiary, could have a material adverse effect on the financial condition, properties, profits, or operations of the Company or any such Subsidiary.

(5)Notice of Environmental Litigation, Etc.  Promptly after receipt thereof, notice of the receipt of all pleadings, orders, complaints, indictments, or any other communication alleging a condition that may require the Company or any Subsidiary to undertake or to contribute to a cleanup or other response under environmental Laws, or which seek penalties, damages, injunctive relief, or criminal sanctions related to alleged violations of such Laws, or which claim personal injury or property damage to any person as a result of environmental factors or conditions.

(6)Bylaws and Articles.  Promptly after any change in the Company’s operating agreement or articles of organization (or like documents), copies of all such changes, certified by the Company’s Secretary.

(7)Other Information.  Such other information regarding the condition or operations, financial or otherwise, of the Company or any Subsidiary as Agent may from time to time reasonably request, including but not limited to copies of all pleadings, notices, and communications referred to in Subsections 9(H)(4) and (5) above.

SECTION 10.Negative Covenants.  Unless otherwise agreed to in writing by Agent, while this agreement is in effect the Company will not:

(A)Borrowings.  Create, incur, assume, or allow to exist, directly or indirectly, any indebtedness or liability for borrowed money (including trade or bankers’ acceptances), letters of credit, or the deferred purchase price of property or services (including capitalized leases), except for: (1) debt to Lead Lender; (2) accounts payable to trade creditors incurred in the ordinary course of business; (3) current operating liabilities (other than for borrowed money) incurred in the ordinary course of business; and (4) debt of the Company to other lenders or finance companies in an aggregate amount not to exceed $500,000.00.

(B)Liens.  Create, incur, assume, or allow to exist any mortgage, deed of trust, pledge, lien (including the lien of an attachment, judgment, or execution), security interest, or other encumbrance of any kind upon any of its property, real or personal (collectively, “Liens”). The forgoing restrictions shall not apply to: (1) Liens in favor of Lead Lender; (2) Liens for taxes, assessments, or governmental charges that are not past due; (3) Liens and deposits under workers’ compensation, unemployment

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insurance, and social security Laws; (4) Liens and deposits to secure the performance of bids, tenders, contracts (other than contracts for the payment of money), and like obligations arising in the ordinary course of business as conducted on the date hereof; (5) Liens imposed by Law in favor of mechanics, materialmen,  warehousemen, and like persons that secure obligations that are not past due; (6) easements, rights-of-way, restrictions, and other similar encumbrances which, in the aggregate, do not materially interfere with the occupation, use, and enjoyment of the property or assets encumbered thereby in the normal course of its business or materially impair the value of the property subject thereto; and (7) Liens to secure indebtedness permitted hereunder with lien position acceptable to Agent.

(C)Mergers, Acquisitions, Etc.  Merge or consolidate with any other entity or acquire all or a material part of the assets of any person or entity, or form or create any new Subsidiary or affiliate, or commence operations under any other name, organization, or entity, including any joint venture.

(D)Transfer of Assets.  Sell, transfer, lease, or otherwise dispose of any of its assets, except in the ordinary course of business.

(E)Loans and Investments.  Make any loan or advance to any person or entity, or purchase any capital stock, obligations or other securities of, make any capital contribution to, or otherwise invest in any person or entity, or form or create any partnerships or joint ventures except: (1) trade credit extended in the ordinary course of business; (2) investments by the Company in the stock or other equities of its subsidiary Corn Oil Bio-Solutions, LLC, provided that the aggregate amount of all such investments may not exceed $100,000.00; and (3) other investments in an aggregate amount not to exceed $1,500,000.00 in any fiscal year of the Company.

(F)Contingent Liabilities.  Assume, guarantee, become liable as a surety, endorse, contingently agree to purchase, or otherwise be or become liable, directly or indirectly (including, but not limited to, by means of a maintenance agreement, an asset or stock purchase agreement, or any other agreement designed to ensure any creditor against loss), for or on account of the obligation of any person or entity, except by the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of the Company’s business.

(G)Change in Business.  Engage in any business activities or operations substantially different from or unrelated to the Company’s present business activities or operations.

(H)Dividends, Etc.  Declare or pay any dividends, or make any distribution of assets to its members/owners, or purchase, redeem, retire or otherwise acquire for value any of its equity, or allocate or otherwise set apart any sum for any of the foregoing, except that in any fiscal year of the Company, the Company may pay distributions in an amount up to 60% of its net income for the prior fiscal year, provided that no Event of Default or Potential Default shall have occurred and be continuing or would result therefrom.

(I)Operating/Capital Leases.  Create, incur, assume, or permit to exist any obligation as lessee under operating leases (other than railroad leases) for the rental or hire of any real or personal property or under any leases that should be capitalized in accordance with GAAP, except for operating and capital leases that do not in the aggregate require the Company to make scheduled payments to the lessors in any fiscal year of the Company in excess of $100,000.00, and except for railcar leases not to exceed 250 cars and not to exceed an initial or extended term of 60 months.

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SECTION 11.Financial Covenants.  Unless otherwise agreed to in writing, while this agreement is in effect:

(A)Working Capital.  The Company will have at the end of each period for which financial statements are required to be furnished pursuant to Section 9(H) hereof an excess of current assets over current liabilities (both as determined in accordance with GAAP consistently applied) of not less than $12,000,000.00, except that in determining current assets, any amount available under the Revolving Term Loan Supplements (less the amount that would be considered a current liability under GAAP if fully advanced) hereto may be included.

(B)Net Worth.  The Company will have at the end of each period for which financial statements are required to be furnished pursuant to Section 9(H) hereof an excess of total assets over total liabilities minus investments in other cooperatives and joint ventures (all as determined in accordance with GAAP consistently applied) of not less than $62,500,000.00.

SECTION 12.Events of Default.  Each of the following shall constitute an “Event of Default” under this agreement:

(A)Payment Default.  The Company should fail to make any payment to, or to purchase any equity in, Lead Lender and/or Agent when due.

(B)Representations and Warranties.  Any representation or warranty made or deemed made by the Company herein or in any Supplement, application, agreement, certificate, or other document related to or furnished in connection with this agreement or any Supplement, shall prove to have been false or misleading in any material respect on or as of the date made or deemed made.

(C)Certain Affirmative Covenants.  The Company or, to the extent required hereunder, any Subsidiary should fail to perform or comply with Sections 9(A) through 9(H)(2), 9(H)(6) or any reporting covenant set forth in any Supplement hereto, and such failure continues for 15 days after written notice thereof shall have been delivered by Agent to the Company.

(D)Other Covenants and Agreements.  The Company or, to the extent required hereunder, any Subsidiary should fail to perform or comply with any other covenant or agreement contained herein or in any other Loan Document or shall use the proceeds of any loan for an unauthorized purpose.

(E)Cross-Default.  The Company should, after any applicable grace period, breach or be in default under the terms of any other agreement between the Company and Lead Lender, or between the Company and any affiliate of Lead Lender, including without limitation Farm Credit Leasing Services Corporation.

(F)Other Indebtedness.  The Company or any Subsidiary should fail to pay when due any indebtedness to any other person or entity for borrowed money or any long-term obligation for the deferred purchase price of property (including any capitalized lease), or any other event occurs which, under any agreement or instrument relating to such indebtedness or obligation, has the effect of accelerating or permitting the acceleration of such indebtedness or obligation, whether or not such indebtedness or obligation is actually accelerated or the right to accelerate is conditioned on the giving of notice, the passage of time, or otherwise.

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(G)Judgments.   A judgment, decree, or order for the payment of money shall be rendered against the Company or any Subsidiary and either: (1) enforcement proceedings shall have been commenced; (2) a Lien prohibited under Section 10(B) hereof shall have been obtained; or (3) such judgment, decree, or order shall continue unsatisfied and in effect for a period of 20 consecutive days without being vacated, discharged, satisfied, or stayed pending appeal.

(H)Insolvency, Etc.  The Company or any Subsidiary shall: (1) become insolvent or shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they come due; or (2) suspend its business operations or a material part thereof or make an assignment for the benefit of creditors; or (3) apply for, consent to, or acquiesce in the appointment of a trustee, receiver, or other custodian for it or any of its property or, in the absence of such application, consent, or acquiescence, a trustee, receiver, or other custodian is so appointed; or (4) commence or have commenced against it any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, or liquidation Law of any jurisdiction.

(I)Material Adverse Change.  Any material adverse change occurs, as reasonably determined by Agent, in the Company’s financial condition, results of operation, or ability to perform its obligations hereunder or under any instrument or document contemplated hereby.

(J)Revocation of Guaranty.  Any guaranty, suretyship, subordination agreement, maintenance agreement, or other agreement furnished in connection with the Company’s obligations hereunder and under any Supplement shall, at any time, cease to be in full force and effect, or shall be revoked or declared null and void, or the validity or enforceability thereof shall be contested by the guarantor, surety or other maker thereof (the “Guarantor”), or the Guarantor shall deny any further liability or obligation thereunder, or shall fail to perform its obligations thereunder, or any representation or warranty set forth therein shall be breached, or the Guarantor shall breach or be in default under the terms of any other agreement with Lead Lender (including any loan agreement or security agreement), or a default set forth in Subsections (F) through (H) hereof shall occur with respect to the Guarantor.

SECTION 13.Remedies.  Upon the occurrence and during the continuance of an Event of Default or any Potential Default, Lead Lender shall have no obligation to continue to extend credit to the Company and may discontinue doing so at any time without prior notice. For all purposes hereof, the term “Potential Default” means the occurrence of any event which, with the passage of time or the giving of notice or both would become an Event of Default. In addition, upon the occurrence and during the continuance of any Event of Default, Lead Lender or Agent may, upon notice to the Company, terminate any commitment and declare the entire unpaid principal balance of the loans, all accrued interest thereon, and all other amounts payable under this agreement, all Supplements, and the other Loan Documents to be immediately due and payable. Upon such a declaration, the unpaid principal balance of the loans and all such other amounts shall become immediately due and payable, without protest, presentment, demand, or further notice of any kind, all of which are hereby expressly waived by the Company. In addition, upon such an acceleration:

(A)Enforcement.  Lead Lender or Agent may proceed to protect, exercise, and enforce such rights and remedies as may be provided by this agreement, any other Loan Document or under Law.  Each and every one of such rights and remedies shall be cumulative and may be exercised from time to time, and no failure on the part of Lead Lender or Agent to exercise, and no delay in exercising, any right or remedy shall operate as a waiver thereof, and no single or partial exercise of any right or remedy shall

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preclude any other or future exercise thereof, or the exercise of any other right. Without limiting the foregoing, Agent may hold and/or set off and apply against the Company’s obligation to Lead Lender the proceeds of any equity in Lead Lender, any cash collateral held by Lead Lender or Agent, or any balances held by Lead Lender or Agent for the Company’s account (whether or not such balances are then due).

(B) Application of Funds. Agent may apply all payments received by it to the Company’s obligations to Lead Lender in such order and manner as Agent may elect in its sole discretion.

In addition to the rights and remedies set forth above: (1) upon the occurrence and during the continuance of an Event of Default, then at Agent’s option in each instance, the entire indebtedness outstanding hereunder and under all Supplements shall bear interest from the date of such Event of Default until such Event of Default shall have been waived or cured in a manner satisfactory to Agent at 4.00% per annum in excess of the rate(s) of interest that would otherwise be in effect on that loan; and (2) after the maturity of any loan (whether as a result of acceleration or otherwise), the unpaid principal balance of such loan (including without limitation, principal, interest, fees and expenses) shall automatically bear interest at 4.00% per annum in excess of the rate(s) of interest that would otherwise be in effect on that loan. All interest provided for herein shall be payable on demand and shall be calculated on the basis of a year consisting of 360 days.

SECTION 14.Broken Funding Surcharge.  Notwithstanding any provision contained in any Supplement giving the Company the right to repay any loan prior to the date it would otherwise be due and payable, the Company agrees to provide three Business Days’ prior written notice for any prepayment of a fixed rate balance and that in the event it repays any fixed rate balance prior to its scheduled due date or prior to the last day of the fixed rate period applicable thereto (whether such payment is made voluntarily, as a result of an acceleration, or otherwise), the Company will pay to Agent a surcharge in an amount equal to the greater of: (A) an amount which would result in Agent being made whole (on a present value basis) for the actual or imputed funding losses incurred by Lead Lender and Agent as a result thereof; or (B) $300.00. Notwithstanding the foregoing, in the event any fixed rate balance is repaid as a result of the Company refinancing the loan with another lender or by other means, then in lieu of the foregoing, the Company shall pay to Agent a surcharge in an amount sufficient (on a present value basis) to enable Lead Lender and Agent to maintain the yield they would have earned during the fixed rate period on the amount repaid. Such surcharges will be calculated in accordance with methodology established by Agent (a copy of which will be made available to the Company upon request).

SECTION 15.Complete Agreement, Amendments.  This agreement, all Supplements, and all other instruments and documents contemplated hereby and thereby, are intended by the parties to be a complete and final expression of their agreement. No amendment, modification, or waiver of any provision hereof or thereof, and no consent to any departure by the Company herefrom or therefrom, shall be effective unless approved by Agent and contained in a writing signed by or on behalf of Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. In the event this agreement is amended or restated, each such amendment or restatement shall be applicable to all Supplements hereto.

SECTION 16.Other Types of Credit.  From time to time, Lead Lender may issue letters of credit or extend other types of credit to or for the account of the Company. In the event the parties desire to

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do so under the terms of this agreement, such extensions of credit may be set forth in any Supplement hereto and this agreement shall be applicable thereto.

SECTION 17.Applicable Law.  Without giving effect to the principles of conflict of laws and except to the extent governed by federal law, the Laws of the State of Colorado, without reference to choice of law doctrine, shall govern this agreement, each Supplement and any other Loan Documents for which Colorado is specified as the applicable law, and all disputes and matters between the parties to this agreement, including all disputes and matters whatsoever arising under, in connection with or incident to the lending and/or leasing or other business relationship between the parties, and the rights and obligations of the parties to this agreement or any other Loan Documents by and between the parties for which Colorado is specified as the applicable law.

SECTION 18.Notices.  All notices hereunder shall be in writing and shall be deemed to be duly given upon delivery if personally delivered or sent by telegram or facsimile transmission, or three days after mailing if sent by express, certified or registered mail, to the parties at the following addresses (or such other address for a party as shall be specified by like notice):

If to Agent, as follows: For general correspondence purposes: P.O. Box 5110 Denver, Colorado 80217-5110 For direct delivery purposes, when desired: 5500 South Quebec Street Greenwood Village, Colorado 80111-1914 Attention: Credit Information Services Fax No.: (303) 224-6101 If to the Company, as follows: Golden Grain Energy, LLC 1822 43rd St. SW Mason City, Iowa 50401 Attention:  CEO Fax No.:  641-421-8457

SECTION 19.Taxes and Expenses.  To the extent allowed by law, the Company agrees to pay all reasonable out-of-pocket costs and expenses (including the fees and expenses of counsel retained or employed by Agent, including expenses of in-house counsel of Agent) incurred by Agent and any participants from Lead Lender in connection with the origination, administration, collection, and enforcement of this agreement and the other Loan Documents, including, without limitation, all costs and expenses incurred in perfecting, maintaining, determining the priority of, and releasing any security for the Company’s obligations to Lead Lender, and any stamp, intangible, transfer, or like tax payable in connection with this agreement or any other Loan Document.

SECTION 20.Effectiveness and Severability.  This agreement shall continue in effect until: (A) all indebtedness and obligations of the Company under this agreement, all Supplements, and all other Loan Documents shall have been paid or satisfied; (B) Lead Lender and Agent have no commitment to extend credit to or for the account of the Company under any Supplement; and (C) either party sends written notice to the other terminating this agreement. Any provision of this agreement or any other Loan Document which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining

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provisions hereof or thereof.

SECTION 21.Successors and Assigns.  This agreement, each Supplement, and the other Loan Documents shall be binding upon and inure to the benefit of the Company and Lead Lender and their respective successors and assigns, except that the Company may not assign or transfer its rights or obligations under this agreement, any Supplement or any other Loan Document without the prior written consent of Agent.

SECTION 22.Participations, Etc.  From time to time, Lead Lender may sell to one or more banks, financial institutions, or other lenders a participation in one or more of the loans or other extensions of credit made pursuant to this agreement. However, no such participation shall relieve Lead Lender of any commitment made to the Company hereunder. In connection with the foregoing, Lead Lender may disclose information concerning the Company and its Subsidiaries, if any, to any participant or prospective participant, provided that such participant or prospective participant agrees to keep such information confidential. Patronage distributions in the event of a sale of a participation interest shall be governed by Lead Lender’s Bylaws and Capital Plan (as each may be amended from time to time). A sale of a participation interest may include certain voting rights of the participants regarding the loans hereunder (including without limitation the administration, servicing, and enforcement thereof). Lead Lender agrees to give written notification to the Company of any sale of a participation interest.

SECTION 23.Administrative Fee. The Company agrees to pay to Agent on October 1, 2010, and on each October 1 thereafter, for as long as the Company has commitments from Lead Lender, an administrative fee in the amount of $5,000.00.

SECTION 24.Counterparts. This Agreement, each Supplement and any other Loan Document may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original and shall be binding upon all parties and their respective permitted successors and assigns, and all of which taken together shall constitute one and the same agreement.

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IN WITNESS WHEREOF, the parties have caused this agreement to be executed by their duly authorized officers as of the date shown above.

FARM CREDIT SERVICES OF AMERICA, FLCA	GOLDEN GRAIN ENERGY, LLC
By:	By:	/s/ Christy Marchand
Title:	Title:	CFO
FARM CREDIT SERVICES OF AMERICAN, PCA
By:
Title:

NT

7-23-10

IN WITNESS WHEREOF, the parties have caused this agreement to be executed by their duly authorized officers as of the date shown above.

FARM CREDIT SERVICES OF AMERICA, FLCA		GOLDEN GRAIN ENERGY, LLC
By:	/s/ Kathryn Frahm	By:
Title:	VP Credit	Title:
FARM CREDIT SERVICES OF AMERICAN, PCA
By:	Kathryn Frahm
Title:	VP Credit

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EX-10.2

Exhibit 10.2

Doc. #: 201-4975

Type: MTGPages 20

Date: 07/26/2010Time: 01:22 PM

R: $100 — Tf: $0.00 — M: $1.00 0 Tc: $3 — N: $0

Pymt: Check

Colleen Pearce, Cerro Gordo County Recorder

Prepared by, and after recording, return to:
Melanie N. Ferguson CoBank, ACB P.O. Box 5110 Denver, CO 80217 Attention: Collateral Department Phone: 800-542-8072 Taxpayer: Golden Grain Energy, LLC 1822 43rd St. SW Mason City, IA 50401 Legal Description: See Exhibit A, pg. 17

REAL ESTATE MORTGAGE

Made By

GOLDEN GRAIN ENERGY, LLC

as Mortgagor

in favor of

FARM CREDIT SERVICES OF AMERICA, FLCA

and
FARM CREDIT SERVICES OF AMERICA, PCA

as Mortgagees

Dated as of July 21, 2010

THIS INSTRUMENT CONSTITUTES A MORTGAGE COVERING REAL PROPERTY AND FIXTURES AND IS TO BE CROSS INDEXED IN ALL INDICES IN WHICH ARE RECORDED LIENS, MORTGAGES, OR OTHER ENCUMBRANCES AGAINST REAL PROPERTY AND FIXTURES, INCLUDING THE MORTGAGE INDEX AND THE UCC INDEX.

THIS INSTRUMENT CONSTITUTES A LIEN ON ALL AFTER ACQUIRED PROPERTY OF THE MORTGAGOR.

NOTICE: THIS MORTGAGE SECURES CREDIT IN THE AMOUNT OF $70,000,000.00. LOANS AND ADVANCES UP TO THIS AMOUNT, TOGETHER WITH INTEREST, ARE SENIOR TO INDEBTEDNESS TO OTHER CREDITORS UNDER SUBSEQUENTLY RECORDED OR FILED MORTGAGES AND LIENS.

THIS REAL ESTATE MORTGAGE, dated as of July 21, 2010 is made by GOLDEN GRAIN ENERGY, LLC (hereinafter called the “Mortgagor”), a limited liability company existing under the laws of the State of Iowa, in favor FARM CREDIT SERVICES OF AMERICA, FLCA and FARM CREDIT SERVICES OF AMERICA, PCA (hereinafter collectively called the “Mortgagee”), a federally chartered instrumentality of the United States.

ARTICLE I.

DEFINITIONS

Section 1.01. Definitions. In addition to the terms defined elsewhere in this Mortgage, the following terms shall have the meanings specified in this Section 1.01, unless the context clearly requires otherwise. The terms defined herein include the plural as well as the singular. Accounting terms used in this Mortgage but not otherwise defined herein shall have the meanings they have under GAAP.

Credit Agreements shall mean all agreements, instruments and documents between the Mortgagor and the Mortgagee or executed by the Mortgagor in favor of the Mortgagee which evidence or relate to the Obligations, whether now existing or hereafter entered into, and all amendments, supplements and restatements thereof.

Environmental Law shall have the meaning specified in Section 3.13.

Event of Default shall have the meaning specified in Section 4.01.

GAAP shall mean generally accepted accounting principles as established by the American Institute of Certified Public Accountants.

Hazardous Materials shall have the meaning specified in Section 3.13.

Lien shall mean any statutory or common law consensual or non-consensual mortgage, pledge, grant, security title or interest, lien, encumbrance or charge of any kind against property, including, without limitation, any conditional sale or other title retention transaction, and any lease transaction in the nature of a security interest.

Maximum Debt Limit shall mean $70,000,000.00 at any one time outstanding.

Mortgage shall mean this Real Estate Mortgage, as it may be amended or supplemented from time to time.

Mortgaged Property shall have the meaning specified in Section 2.01.

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Mortgagee shall mean Farm Credit Services of America, FLCA and Farm Credit Services of America, PCA.

Obligations shall mean all indebtedness and other obligations of the Mortgagor to the Mortgagee of every type and description, whether now existing or hereafter arising, fixed or contingent, as primary obligor or as guarantor or surety, acquired directly or by assignment or otherwise, liquidated or unliquidated, regardless of how they arise or by what agreement or instrument they may be evidenced, including, without limitation, indebtedness under all loans, advances and other extensions of credit made to or for the account of the Mortgagor, including without limitation the promissory note(s) that are more particularly identified on Exhibit “B” hereto, and all covenants, agreements and provisions contained in this Mortgage and in any of the Credit Agreements.

Permitted Encumbrances shall mean:

(i)as to the property specifically described in Exhibit “A” hereto, the restrictions, exceptions, reservations, conditions, limitations, interests and other matters which are set forth or referred to in such descriptions; and

(ii)as to all Mortgaged Property, any Lien permitted under the Credit Agreements.

Potential Default shall mean the occurrence of any event which with the giving of notice and/or the passage of time and/or the occurrence of any other condition would ripen into an Event of Default.

ARTICLE II.

GRANTING CLAUSES

Section 2.01. Granting Clauses. In order to secure the repayment of the Obligations, whether such Obligations are made pursuant to a commitment, made at the option of the Mortgagee, made after a reduction to zero or other balance, or made otherwise, up to the Maximum Debt Limit, and to declare the terms and conditions upon which the Obligations are to be secured, the Mortgagor, in consideration of the premises, does hereby grant, bargain, sell, alienate, convey, assign, transfer, mortgage, hypothecate, pledge, set over and confirm unto the Mortgagee, and its respective assigns the following (all of which are hereinafter collectively called the “Mortgaged Property”):

All right, title and interest of the Mortgagor in and to those fee and leasehold estates in real property described in Exhibit “A” hereto, subject in each case to those matters set forth in such Exhibit, together with all buildings, improvements, fixed assets, personalty and fixtures

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now or in the future annexed, affixed or attached to said real property or said buildings, improvements or structures located thereon; and

All right, title and interest of the Mortgagor in, to and under any and all grants, privileges, rights of way, easements and other similar interest now owned, held, leased, enjoyed or exercised, or which may hereafter be owned, held, leased, acquired, enjoyed or exercised, by the Mortgagor for the purposes of, or in connection with the real property described in Exhibit “A” hereto or, the construction, acquisition, ownership, use or operation by or on behalf of the Mortgagor of all buildings and improvements located on the property encumbered hereby, wherever located.

TOGETHER WITH all tenements, hereditaments and appurtenances belonging or otherwise pertaining to the aforesaid property or any part thereof, with all reversions, remainders, rents, income, revenues, profits, cash, proceeds, products and benefits at any time derived, received or had from any or all of the above-described property of the Mortgagor and all deposits or other accounts into which the same may be deposited.

TO HAVE AND TO HOLD the Mortgaged Property unto the Mortgagee and its respective assigns forever, to secure the payment and performance of the Obligations, including, without limitation, the due performance of the covenants, agreements and provisions herein contained, and for the uses and purposes and upon the terms, conditions, provisos and agreements hereinafter expressed and declared.

ARTICLE III.

PARTICULAR REPRESENTATIONS, WARRANTIES AND
COVENANTS OF THE MORTGAGOR

The Mortgagor represents, warrants and, except as otherwise permitted by the Mortgagee, covenants with the Mortgagee as follows:

Section 3.01. Authority to Execute and Deliver this Mortgage; All Action Taken; Enforceable Obligations. The Mortgagor is authorized under its articles of organization and operating agreement or other applicable organizational documents and all applicable laws and by limited liability company or organizational action to execute and deliver this Mortgage; and this Mortgage is, and any amendment, supplement or restatement of this Mortgage, when executed and delivered will be, the legal, valid and binding obligations of the Mortgagor which are enforceable in accordance with their respective terms.

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Section 3.02. Authority to Mortgage Property; No Liens; Exception for Permitted Encumbrances; Mortgagor to Defend Title and Remove Liens. The Mortgagor has good and marketable title to all fee and leasehold estates in real property and good, right and lawful authority to mortgage the Mortgaged Property for the purposes herein expressed. The Mortgaged Property is free and clear of any Lien affecting the title thereto, except Permitted Encumbrances. The Mortgagor will, so long as any of the Obligations shall remain unpaid, maintain and preserve the Lien of this Mortgage superior to all other Liens, other than Permitted Encumbrances, and will forever warrant and defend the title to the Mortgaged Property against any and all claims and demands.

Section 3.03. No Encumbrances on Mortgaged Property. Except as otherwise set forth herein or in the Credit Agreement, the Mortgagor will not create, incur, suffer or permit to exist any Lien on any of the Mortgaged Property, except for Permitted Encumbrances. Except for claims giving rise to Permitted Encumbrances, the Mortgagor will promptly pay or discharge any and all obligations for or on account of which any such Lien might exist.

Section 3.04. Sale or Transfer of Mortgaged Property. The Mortgagor shall not sell, lease or transfer any of the Mortgaged Property to any person or entity except as permitted in the Credit Agreements.

Section 3.05. Payment of Obligations. The Mortgagor will duly and punctually pay all amounts due under the Obligations, at the dates and places and in the manner provided in all Credit Agreements, and all other sums becoming due hereunder.

Section 3.06. Preservation of Franchises and Compliance with Laws. The Mortgagor will take or cause to be taken all such action as may from time to time be necessary to obtain, preserve and renew all franchises, rights of way, easements, permits, and licenses now or hereafter granted or upon it conferred necessary to the operations of the Mortgagor, and will comply in all material respects with all laws, ordinances, regulations, and requirements applicable to it or the Mortgaged Property.

Section 3.07. Maintenance of Mortgaged Property. The Mortgagor will at all times maintain and preserve the Mortgaged Property and each and every material part and parcel thereof in good repair, working order and condition, ordinary wear and tear excepted, and in material compliance with all applicable laws, ordinances, regulations, and requirements, and will from time to time make all needed and proper repairs, renewals, and replacements, and useful and proper alterations, additions, betterments and improvements, and will, subject to contingencies beyond its reasonable control, at all times keep its plant and properties in continuous operating condition.

Section 3.08. Insurance; Restoration of Damaged Mortgaged Property. The Mortgagor will maintain insurance as required by the Credit Agreements. In the event of damage to or the destruction or loss of any portion of the Mortgaged Property, unless the Mortgagee shall

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otherwise agree, the Mortgagor shall replace or restore such damaged, destroyed or lost portion so that the Mortgaged Property shall be in substantially the same condition as it was in prior to such damage, destruction or loss. Provided no Potential Default or Event of Default then exists, the Mortgagee shall provide to the Mortgagor any insurance proceeds received by the Mortgagee upon such reasonable terms and conditions as the Mortgagee may require to ensure that such proceeds are used for the foregoing purpose and that such required replacement or restoration will be completed. The Mortgagor shall replace the lost portion of the Mortgaged Property or shall commence such restoration promptly after such damage, destruction or loss shall have occurred and shall complete such replacement or restoration as expeditiously as practicable, and shall pay or cause to be paid, out of the proceeds of such insurance or otherwise, all costs and expenses in connection therewith so that such replacement or restoration shall be so completed that the portion of the Mortgaged Property so replaced or restored shall be free and clear of all Liens, except for Permitted Encumbrances. At the request of the Mortgagee, the Mortgagor shall exercise such rights and remedies which it may have under any insurance policy or fidelity bond and which may be reasonably designated by the Mortgagee, and the Mortgagor hereby irrevocably appoints the Mortgagee as its agent to exercise such rights and remedies (if not carried out by Mortgagor) under any insurance policy or bond as the Mortgagee may choose, and the Mortgagor shall pay all reasonable costs and expenses incurred by the Mortgagee in connection with such exercise.

Section 3.09. Mortgagee Right to Expend Money to Protect Mortgaged Property. From time to time, the Mortgagee may, in its sole discretion, but shall not be obligated to, advance funds on behalf of the Mortgagor, in order to ensure compliance with any covenant or agreement of the Mortgagor made in or pursuant to this Mortgage or any of the Credit Agreements, to preserve or protect any right or interest of the Mortgagee in the Mortgaged Property or under or pursuant to this Mortgage or any of the Credit Agreements, including, without limitation, the payment of any insurance premiums or taxes and the satisfaction or discharge of any judgment or any Lien upon the Mortgaged Property or other property or assets of the Mortgagor (other than Permitted Encumbrances); provided, however, that the making of any such advance by the Mortgagee shall not constitute a waiver by the Mortgagee of any Event of Default with respect to which such advance is made nor excuse the Mortgagor from any performance required hereunder. The Mortgagor shall pay to the Mortgagee upon demand all such advances made by the Mortgagee with interest thereon at a rate equal at all times to 4% per annum above the Mortgagee’s “Agent Base Rate.” For purposes hereof, the Agent Base Rate shall mean the rate of interest established by the Mortgagee from time to time as its Agent Base Rate, which rate is intended by the Mortgagee to be a reference rate and not its lowest rate. All such advances and accrued interest shall be secured by this Mortgage.

Section 3.10. Further Assurances. Upon the request of the Mortgagee, the Mortgagor shall promptly do all acts and things, including the execution, acknowledgment and delivery of such amendments thereto and other instruments and documents as the Mortgagee may request, to enable the Mortgagee to perfect and maintain the Lien of this Mortgage and/or the Mortgagee’s rights and remedies hereunder. The Mortgagor shall notify the Mortgagee promptly upon the

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acquisition of any fee or leasehold estate in real property and, to the extent required under the Credit Agreement, shall execute and record such amendments or supplements to this Mortgage or other documents or instruments as are necessary or appropriate to subject such real property to the Lien of this Mortgage and shall deliver such executed and recorded amendments or supplements or other documents or instruments to the Mortgagee. In the event the Mortgagor fails to take any action required under this Section 3.10, the Mortgagee may take any such action and make, execute and record any such instruments and documents for and in the name of the Mortgagor, and the Mortgagor hereby irrevocably appoints the Mortgagee as its attorney-in-fact to take such actions, which appointment is coupled with an interest and irrevocable.

Section 3.11. Condemnation, Etc. In the event that the Mortgaged Property or any part thereof shall be taken under the power of eminent domain or like power, then, unless the Mortgagee otherwise consents, all proceeds and avails thereof shall be applied by the Mortgagor to the prepayment of the Obligations (such prepayments to be applied in such order and manner as the Mortgagee may, in its sole discretion, elect).

Section 3.12. Conflict with Mortgage Terms. The provisions of this Mortgage and the Credit Agreements shall be cumulative and not mutually exclusive, notwithstanding any inconsistencies.

Section 3.13. Environmental Representations, Warranties and Covenants. The Mortgagor makes the following representations, warranties and covenants, all of which are subject to any exceptions that the Mortgagor may have previously disclosed in writing to the Mortgagee, and which, to the extent that they deal with representations of fact, are based on the Mortgagor’s present knowledge, arrived at after reasonable inquiry.

(A) Use of the Mortgaged Property.

(1)The Mortgagor shall: (a) use, handle, transport or store Hazardous Materials as defined under any Environmental Law (both as hereinafter defined); and (b) store or treat non-hazardous wastes: (i) in a good and prudent manner in the ordinary course of business; and (ii) in compliance with all applicable Environmental Laws.

(2)The Mortgagor shall not conduct or allow to be conducted, in violation of any Environmental Law, any business, operations or activity on the Mortgaged Property, or, except in strict compliance with applicable law, employ or use the Mortgaged Property to generate, use, handle, manufacture, treat, store, process, transport or dispose of any Hazardous Materials, or any other substance which is prohibited, controlled or regulated under applicable law. The Mortgagor shall not use the Mortgaged Property in a way that poses a threat or nuisance to public safety, health or the environment, or cause or allow to be caused a known or suspected release of Hazardous Materials, on, under, or from the Mortgaged Property.

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(3) The Mortgagor shall not do or permit any act or thing, business or operation that poses an unreasonable risk of harm, or impairs or may impair the value of the Mortgaged Property or any part thereof.

(B)Condition of the Mortga ged Property.

(1)The Mortgagor shall take all appropriate response actions, including any removal and remedial actions, in the event of a release, emission, discharge or disposal of Hazardous Materials in, on, under, or about the Mortgaged Property, so as to remain in compliance with all Environmental Laws.

(2)All underground tanks, wells, septic tanks, ponds, pits, or any other storage tanks (whether currently in use or abandoned) on the Mortgaged Property, if any, are, as of the date hereof, maintained in compliance with all applicable Environmental Laws.

(C) Notice of Environmental Problems or Litigation. Neither the Mortgagor nor any of its tenants have given, nor were they required to give, nor have they received, any notice, letter, citation, order, warning, complaint, inquiry, claim or demand that: (1) the Mortgagor and/or any tenants have violated, or are about to violate, any Environmental Law, judgment or order; (2) there has been a release, or there is a threat of release, of Hazardous Materials from the Mortgaged Property; (3) the Mortgagor and/or its tenants may be or are liable, in whole or in part, for the costs of cleaning up, remediating, removing or responding to a release or a threatened release of Hazardous Materials; or (4) the Mortgaged Property is subject to a Lien in favor of any governmental entity for any liability, costs or damages, under any Environmental Law arising from, or costs incurred by such governmental entity in response to, a release or a threatened release of a Hazardous Material. The Mortgagor further represents and warrants that no conditions currently exist or are currently reasonably foreseeable that would subject the Mortgagor to any such investigation, litigation, administrative enforcement or to any damages, penalties, injunctive relief, or cleanup costs under any Environmental Law. Upon receipt of any such notice, the Mortgagor and its tenants shall immediately provide a copy to the Mortgagee.

(D)Right of Inspection. The Mortgagor hereby grants, and will cause any tenants to grant, to the Mortgagee, its agents, attorneys, employees, consultants, contractors, successors and assigns, an irrevocable license and authorization, upon reasonable notice, to enter upon and inspect the Mortgaged Property and facilities thereon, and perform such tests, including without limitation, subsurface testing, soils and groundwater testing, and other tests which may physically invade the Mortgaged Property, as the Mortgagee, in its sole discretion, determines are necessary to protect its security interest; provided, however, such tests shall be carried out without the disruption of the business operations of Mortgagor, provided further however, that under no circumstances shall the Mortgagee be obligated to perform such inspections or tests.

(E)Indemnity. The Mortgagor agrees to indemnify and hold the Mortgagee, its directors, employees, agents, and its successors and assigns, harmless from and against any

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and all claims, losses, damages, liabilities, fines, penalties, charges, judgments, administrative orders, remedial action requirements, enforcement actions of any kind, and all costs and expenses incurred in connection therewith (including without limitation attorney’s fees and expenses) arising directly or indirectly, in whole or in part, out of any failure of the Mortgagor to comply with the environmental representations, warranties, and covenants contained herein.

(F)Continuation of Representations, Warranties, Covenants and Indemnities. The Mortgagor’s representations, warranties, covenants, and indemnities contained herein shall survive the occurrence of any event whatsoever, including, without limitation, the satisfaction of the Obligations secured hereby, the reconveyance or foreclosure of this Mortgage, the acceptance by the Mortgagee of a deed in lieu of foreclosure, or any transfer or abandonment of the Mortgaged Property.

(G)Corrective Action. In the event the Mortgagor is in breach of any of its representations, warranties or agreements as set forth above, then, without limiting the Mortgagee’s other rights hereunder, the Mortgagor, at its sole expense, shall take all actions required, including, without limitation, environmental cleanup of the Mortgaged Property, to comply with the representations, warranties, and covenants contained herein and with all applicable legal requirements and, in any event, shall take all actions deemed necessary under all applicable Environmental Laws.

(H)Hazardous Materials Defined. The term “Hazardous Materials” shall mean dangerous, toxic, or hazardous pollutants, contaminants, chemicals, wastes, materials or substances, as defined in or governed by the provisions of any Environmental Law.

(I)Environmental Law Defined. The term “Environmental Law” shall mean any federal, state or local laws, statute, ordinance, rule, regulation, administration order, or permit now in effect or hereinafter enacted, pertaining to the public health, safety, industrial hygiene, or the environmental conditions on, under or about the Mortgaged Property.

ARTICLE IV.

EVENTS OF DEFAULT AND
REMEDIES OF THE MORTGAGEE

Section 4.01. Events of Default. Each of the following shall be an “Event of Default”:

(A)default shall be made in the payment of any amount due under any Obligation;

(B)default shall be made in the due observance or performance of any of the covenants, conditions or agreements on the part of the Mortgagor, and, if such default shall be

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under Sections 3.06, 3.07, or 3.08 hereof, such default shall continue for a period of thirty (30) days after written notice specifying such default and requiring the same to be remedied shall have been given to the Mortgagor by the Mortgagee;

(C)any representation or warranty made by the Mortgagor herein, or in any certificate, instrument or document delivered hereunder, shall prove to be false or misleading in any material respect on or as of the date made;

(D)an “Event of Default” shall have occurred under any Credit Agreement or, in the event any Credit Agreement does not contain specified “Events of Default,” the Mortgagor shall breach or be in default of any Credit Agreement; and

(E) an event of damage, destruction or loss or a taking under the power of eminent domain or like power (or transfer in lieu of such taking) shall have had, in the judgment of the Mortgagee, a material adverse effect on the ability of the Mortgagor to pay or perform the Obligations.

Section 4.02. Acceleration of Maturity. If an Event of Default shall have occurred and be continuing, the Mortgagee may declare the Obligations to be due and payable immediately by a notice in writing to the Mortgagor, and upon such declaration, all Obligations shall become due and payable immediately, anything contained herein or in the Credit Agreements to the contrary notwithstanding.

Section 4.03. Remedies of the Mortgagee. If one or more Events of Default shall occur and be continuing, the Mortgagee (personally or by attorney), in its discretion, may:

(A)take immediate possession of the Mortgaged Property, collect and receive all credits, outstanding accounts and bills receivable of the Mortgagor and all rents, income, revenues, profits and proceeds pertaining to or arising from the Mortgaged Property, or any part thereof, whether then past due or accruing thereafter, and issue binding receipts therefor; and manage, control and operate the Mortgaged Property as fully as the Mortgagor might do if in possession thereof, including, without limitation, the making of all repairs or replacements deemed necessary or advisable;

(B)proceed to protect and enforce the rights of the Mortgagor and the rights of the Mortgagee by suits or actions in equity or at law in any court or courts of competent jurisdiction, whether for specific performance of any covenant or any agreement contained herein or in any Credit Agreement or in aid of the execution of any power herein granted or for the foreclosure hereof or hereunder or for the sale of the Mortgaged Property, or any part thereof, or to collect the debts hereby secured or for the enforcement of such other or additional appropriate legal or equitable remedies as may be deemed necessary or advisable to protect and enforce the rights and remedies herein granted or conferred, and in the event of the institution of any such action or suit, the Mortgagee shall have the right to have appointed a receiver of the Mortgaged

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Property and of all rents, income, revenues, profits and proceeds pertaining thereto or arising therefrom, whether then past due or accruing after the appointment of such receiver, derived, received or had from the time of the commencement of such suit or action, and such receiver shall have all the usual powers and duties of receivers in like and similar cases, to the fullest extent permitted by law, and if application shall be made for the appointment of a receiver, the Mortgagor hereby expressly consents that the court to which such application shall be made may make said appointment ex parte;

(C)sell or cause to be sold all of the Mortgaged Property or any part thereof, and all right, title, interest, claim and demand of the Mortgagor therein or thereto, at public auction or sheriff’s sale at such place in any county in which the property to be sold, or any part thereof, is located, at such time, upon such notice, and upon such terms as required by applicable law and as may be specified in a notice of sale, which shall state the time when and the place where the sale is to be held, shall contain a brief description of the property to be sold, and shall be given by mailing a copy thereof to the Mortgagor at least fifteen (15) days prior to the date fixed for such sale and by publishing the same once in each week for two successive calendar weeks prior to the date of such sale in a newspaper of general circulation published in said county or, if no such newspaper is published in such county, in a newspaper of general circulation in such county, the first such publication to be not less than fifteen (15) days nor more than thirty (30) days prior to the date fixed for such sale. Any sale to be made under this Section 4.03(C) may be adjourned from time to time by announcement at the time and place appointed for such sale or for such adjourned sale or sales, and without further notice or publication the sale may be had at the time and place to which the same shall be adjourned. Notwithstanding the foregoing, in the event another or different notice of sale or another or different manner of conducting the same shall be required by law, the notice of sale shall be given or the sale be conducted, as the case may be, in accordance with the applicable provisions of law. The costs and expenses incurred by the Mortgagee (including, but not limited to, receiver’s fees, counsel fees, cost of advertisement and agents’ compensation) in the exercise of any of the remedies provided in this Mortgage shall be secured by this Mortgage; and

(D)it is agreed that if this Mortgage covers less than ten (10) acres of land, and in the event of the foreclosure of this Mortgage and sale of the property by sheriff’s sale in such foreclosure proceedings, the time of one year for redemption from said sale provided by the statutes of the State of Iowa shall be reduced to six (6) months provided the Mortgagee, in such action files an election to waive any deficiency judgment against Mortgagors which may arise out of the foreclosure proceedings; all to be consistent with the provisions of Chapter 628 of the Iowa Code. If the redemption period is so reduced, for the first three (3) months after sale such right of redemption shall be exclusive to the Mortgagee, and the time periods in Sections 628.5, 628.15, and 628.16 of the Iowa Code shall be reduced to four (4) months.

It is further agreed that the period of redemption after a foreclosure of this Mortgage shall be reduced to sixty (60) days if all of the three following contingencies develop: (1) The real estate is less than ten (10) acres in size; (2) the Court finds affirmatively that the said

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real estate has been abandoned by the owners and those persons personally liable under this Mortgage at the time of such foreclosure; and (3) Mortgagee in such action files an election to waive any deficiency judgment against Mortgagor or its successor in interest in such action. If the redemption period is so reduced, Mortgagor or its successor in interest or the owner shall have the exclusive right to redeem for the first thirty (30) days after such sale, and the time provided for redemption by creditors as provided in Sections 628.5, 628.15, and 628.16 of the Iowa Code shall be reduced to forty (40) days. Entry of appearance by pleading or docket entry by or on behalf of Mortgagor shall be a presumption that the property is not abandoned. Any such redemption period shall be consistent with all of the provisions of Chapter 628 of the Iowa Code. This paragraph shall not be construed to limit or otherwise affect any other redemption provisions contained in Chapter 628 of the Iowa Code.

Section 4.04. Application of Proceeds from Remedial Actions. Any proceeds or funds arising from the exercise of any rights or the enforcement of any remedies herein provided after the payment or provision for the payment of any and all costs and expenses in connection with the exercise of such rights or the enforcement of such remedies shall be applied to the Obligations in such order and manner as the Mortgagee shall elect in its sole discretion, and the balance, if any, shall be paid to Mortgagor or as otherwise required by applicable law.

Section 4.05. Remedies Cumulative; No Election. Every right or remedy herein conferred upon or reserved to the Mortgagee shall be cumulative and shall be in addition to every other right and remedy given hereunder or under any Credit Agreement or now or hereafter existing at law, or in equity, or by statute. The pursuit of any right or remedy shall not be construed as an election.

Section 4.06. Waiver of Appraisement Rights. To the extent allowed by applicable law, the Mortgagor, for itself and all who may claim through or under it, covenants that it will not at any time insist upon or plead, or in any manner whatever claim, or take the benefit or advantage of, any appraisement, valuation, stay, extension or redemption laws now or hereafter in force in any locality where any of the Mortgaged Property may be situated, in order to prevent, delay or hinder the enforcement or foreclosure of this Mortgage, or the sale of the Mortgaged Property, or any part thereof, or the final and absolute putting into possession thereof, immediately after such sale, of the purchaser or purchasers thereat, and the Mortgagor, for itself and all who may claim through or under it, hereby waives the benefit of all such laws to the extent such waiver is allowed by applicable law.

ARTICLE V.

POSSESSION UNTIL DEFAULT; SATISFACTION

Section 5.01. Possession Until Default. Until one or more Events of Default shall have occurred, the Mortgagor shall be permitted to retain actual possession of the Mortgaged Property,

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and to manage, operate and use the same and any part thereof, with the rights and franchises appertaining thereto, including, without limitation, to collect, receive, take, use and enjoy the rents, revenues, issues, earnings, income, products, profits and proceeds thereof or therefrom, subject to the provisions of this Mortgage.

Section 5.02. Satisfaction. If the Mortgagor shall pay or cause to be paid the Obligations at the times and in the manner provided in the Credit Agreements, and shall also pay or cause to be paid all other sums payable by the Mortgagor hereunder, and shall keep and perform all covenants herein and in all Credit Agreements required to be kept and performed by it, and there are no further obligations to make advances to the Mortgagor under any of the Credit Agreements, then and in that case, all property, rights and interest hereby conveyed or assigned or pledged shall, upon the written request of the Mortgagor, revert to the Mortgagor and the estate, right, title and interest of the Mortgagee shall thereupon cease, determine and become void, and the Mortgagee, in such case, at the Mortgagee’s cost and expense, shall enter satisfaction of this Mortgage upon the record.

ARTICLE VI.

MISCELLANEOUS

Section 6.01. Property Deemed Real Property. It is hereby declared to be the intention of the Mortgagor that all the Mortgaged Property, including, without limitation, all rights of way and easements granted or given to the Mortgagor or obtained by it to use real property in connection with the construction, acquisition, ownership, use or operation of the buildings or improvements located on the real property encumbered hereby, and all other property physically attached to any of the foregoing, including fixtures now or in the future attached to any of the foregoing, shall be deemed to be real property.

Section 6.02. Mortgage to Bind and Benefit Successors and Assigns. All of the covenants, stipulations, promises, undertakings and agreements herein contained by or on behalf of the Mortgagor shall bind its successors and assigns, whether so specified or not, and all titles, rights and remedies hereby granted to or conferred upon the Mortgagee shall pass to and inure to the benefit of the successors and assigns of the Mortgagee. The Mortgagor hereby agrees to execute such consents, acknowledgments and other instruments as may be requested by the Mortgagee in connection with the assignment, transfer, mortgage, hypothecation or pledge of the rights or interests of the Mortgagee hereunder or under the Credit Agreements or in and to any of the Mortgaged Property.

Section 6.03. Headings. The descriptive headings of the various articles and sections of this Mortgage were formulated and inserted for convenience only and shall not be deemed to affect the meaning or construction of any of the provisions hereof.

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Section 6.04. Notices. All demands, notices, reports, approvals, designations or directions required or permitted to be given hereunder shall be in writing and shall be deemed to be properly given if sent by registered or certified mail, postage prepaid, or delivered by hand, or sent by facsimile transmission, receipt confirmed, addressed to the proper party or parties at the following address:

As to the Mortgagor:	Golden Grain Energy, LLC
	1822 43rd St. SW
	Mason City, IA 50401
	Attention: CEO
	Telephone No: 641-423-8525
	Fax No: 641-421-8457

As to the Mortgagee:	CoBank, ACB (Agent for Mortgagee)
	5500 S. Quebec Street
	Greenwood Village, CO 80111
	Attention: Regional Agribusiness Banking Group
	Fax No: 303-740-4002

Either such party may from time to time designate to each other a new address to which demands, notices, reports, approvals, designations or directions may be addressed, and from and after any such designation, the address designated shall be deemed to be the address of such party in lieu of the address given above.

Section 6.05. Severability. The invalidity of any one or more phrases, clauses, sentences, paragraphs or provisions of this Mortgage shall not affect the remaining portions hereof.

Section 6.06. Governing Law. The effect and meaning of this Mortgage, and the rights of all parties hereunder, shall be governed by, and construed according to, the laws of the State of Iowa, except to the extent governed by federal law.

Section 6.07. Indemnification by the Mortgagor of the Mortgagee. Except for the gross negligence or willful misconduct of Mortgagee, the Mortgagor agrees to indemnify and save harmless the Mortgagee against any liability or damages which the Mortgagee may incur or sustain in the exercise and performance of its rightful powers and duties hereunder, including any liability or damages arising from the Mortgagor’s failure to comply with any Environmental Law or the like applicable to the Mortgaged Property. For such indemnity, the Mortgagee shall be secured under this Mortgage in the same manner as the Obligations and all amounts payable under this Section shall be paid to the Mortgagee with interest at the rate specified in Section 3.09. The Mortgagor’s obligations under this Section shall survive the exercise by the Mortgagee

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of its rights and remedies hereunder, any foreclosure on all or any part of the Mortgaged Property and the cancellation or satisfaction of this Mortgage.

IMPORTANT: READ BEFORE SIGNING. THE TERMS OF THIS AGREEMENT SHOULD BE READ CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING ARE ENFORCEABLE. NO OTHER TERMS OR ORAL PROMISES NOT CONTAINED IN THIS WRITTEN CONTRACT MAY BE LEGALLY ENFORCED. YOU MAY CHANGE THE TERMS OF THIS AGREEMENT ONLY BY ANOTHER WRITTEN AGREEMENT.

By execution of this Mortgage, Mortgagor acknowledges it has received a copy of this Mortgage.

[Signatures follow on next page.]

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IN WITNESS WHEREOF, GOLDEN GRAIN ENERGY, LLC, as Mortgagor, has caused this Mortgage to be signed in its name by its officer thereunto duly authorized, all as of the day and year first above written.

		GOLDEN GRAIN ENERGY, LLC, Mortgagor
		By:    /s/ Christy Marchand
		Printed Name:   Christy Marchand
		Title:   Chief Financial Officer
STATE OF	IOWA	)
		)
COUNTY OF	CERRO GORDO	)

This instrument was acknowledged before me on this    22    day of                                    , 2010, by    Christine A. Marchand                (name of person) as           Chief Financial Officer                                    (type of authority, e.g., officer, trustee, etc.) of Golden Grain Energy, LLC.

(SEAL)		/s/ Stephanie Corson
		Notary Public
Notarial Seal	STEPHANIE CORSON	Printed Name:	/s/ Stephanie Corson
	COMMISSION NUMBER 739065	Personal Banker
Iowa	My Comm. Ex. 2/10/12         .
		Personal Banker
		Title (and Rank)
My commission expires:   2/10/12

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EXHIBIT A — REAL PROPERTY

1.             Legal descriptions of real property in which the Mortgagor has a fee estate:

Tract 1

Lot One (1) of Golden Grain Energy First Subdivision, an Official Plat, now included in and forming a part of Cerro Gordo County, Iowa;

EXCEPT:

That part of Lot 1, Golden Grain Energy First Subdivision, City of Mason City, Cerro Gordo County, Iowa, described as follows:  Commencing at the Southeast Corner of Lot 2 in said Golden Grain Energy First Subdivision; thence N 89° 50’06” W, 100.00 feet (recorded as N 89°50’06” W, 100.00 feet) along the Southerly line of said Lot 2 to the Southwest Corner of said Lot 2, said point also being the Point of Beginning; thence N 89°50’06” W, 50.00 feet (recorded as N 89°50’06” W) along the Southerly line of said Lot 1; thence N 00°06’28” W, 150 feet along a line parallel with the Easterly line of said Lot 1; thence N 89°50’06” W, 100 feet along a line parallel with said Southerly line; thence N 00°06’28” W, 250.00 feet along a line parallel with said Easterly line; thence S 89°50’06” E, 250.00 feet along a line parallel with said Southerly line to a point on said Easterly line; thence S 00°06’28” E, 250.00 feet (recorded S 00°06’28” E) along said Easterly line to the Northeast Corner of said Lot 2; thence N 89°50’06” W, 100.00 feet (recorded as S 89°50’06” E, 100.00 feet) along the Northerly line of said Lot 2 to the Northwest Corner of said Lot 2; thence S 00°06’28” E, 150.00 feet (recorded as N 00°06’28” W, 150.00 feet) along the Westerly line of said Lot 2 to the Point of Beginning; containing 1.61 acres subject any easements of record.

Tract 2 (Parcel “C”)

That part of the North Half (N1/2) of Section Twenty (20), Township Ninety-six (96) North, Range Twenty (20) West of the 5th P.M., Cerro Gordo County, Iowa, described as follows:

Commencing at the Southwest corner of the Northeast Quarter (NE¼) said Section 20; thence North 89 degrees 47 minutes 35 seconds West (assumed bearing) along the South line of the Northwest Quarter (NW¼) of said Section 20 a distance of 65.91 feet to the Easterly railroad right-of-way line; thence North 00 degrees 16 minutes 08 seconds East along said Easterly right-of-way line 229.00 feet to the point of beginning; thence continuing North 00 degrees 16 minutes 08 seconds East along said Easterly right-of-way line 450.00 feet; thence South 89 degrees 47 minutes 35 seconds East 66.12 feet to the East line of the Northwest Quarter (NW¼) of said Section 20, thence South 89 degrees 45 minutes 24 seconds East 833.88 feet; thence South 00 degrees 16 minutes 08 seconds West 450.00 feet to a point 229.00 feet North of the South line of the Northeast Quarter (NE¼ ) of said Section 20; thence North 89 degrees 45 minutes 24 seconds West parallel with said South line 834.02 feet to the East line of the Northwest Quarter (NW¼) of said Section 20; thence North 89 degrees 47 minutes 35 seconds West parallel with

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the South line of the Northwest Quarter (NW¼) of said Section 20 a distance of 65.98 feet to the point of beginning.

Tract 3 (Parcel “C”)

That part of the Northwest Quarter (NW¼) of Section Twenty-nine (29), Township Ninety-six (96) North, Range Twenty (20) West of the 5th P.M., Cerro Gordo- County, Iowa, described as follows: Commencing at the North Quarter (NE¼) corner of said Section 29; thence North 89 degrees 57 minutes 54 seconds West (assumed bearing) along the North line of the Northwest Quarter (NW¼) of said Section 29 a distance of 37.38 feet to the point of beginning; thence South 06 degrees 45 minutes 09 seconds West 258.77 feet to the Easterly railroad right-of-way line; thence North 00 degrees 19 minutes 05 seconds East along said Easterly right-of-way line 257.00 feet to the North line of said Northwest Quarter (NW¼); thence South 89 degrees 57 minutes 54 seconds East along said North line 29.00 feet to the point of beginning.

Tract 4 (Parcel “D”)

That part of the Northwest Quarter (NW¼) and that part of the Northeast Quarter (NE¼), all in Section Twenty (20), Township Ninety-six (96) North, Range Twenty (20) West of the 5th P.M., City of Mason City, Cerro Gordo County, Iowa; described as follows: Beginning at the northeast corner of said Northeast Quarter (NE ¼); thence S 00°25’34” E, 490.00 feet along the easterly line of said Northeast Quarter (NE¼); thence S 89°38’36” W, 1329.62 feet along a line parallel with the northerly line of said Northeast Quarter (NE¼); thence S 00°08’16” E, 580.00 feet along a line parallel with the westerly line of said Northeast Quarter (NE¼); thence S 89°3 8’3 6” W, 450.00 feet along a line parallel with said northerly line; thence S 00°08’ 16” E, 899.06 feet along a line parallel with said westerly line to the northeast corner of Parcel C as shown and described in plat of survey of record filed September 2, 2003 in Document No. 2003-11652 in the Office of the Cerro Gordo County Recorder; thence S 89°48’28” W, 833.85 feet (recorded as S 89°45’24” E, 833.88 feet) along the northerly line of said Parcel C to a point on the westerly line of said Northeast Quarter (NE¼); thence S 89°48’28” W, 65.97 feet (recorded as S 89°47’35” E, 66.12 feet) along the northerly line of said Parcel C to the northwest corner of said Parcel C, said point also being on the easterly right of way line of the Union Pacific Railroad; thence N 00°08’ 39” W, 212.45 feet (recorded as N 00 ° 16’ 08” E) along said easterly right of way line to the beginning of a 1859.88 foot radius, non tangent curve, easterly; thence northerly 1403.84 feet along said easterly right of way line and along said curve having a chord bearing N 21°31’39” E, 1370.75 feet; thence N 43°08’57” E, 664.61 feet along said easterly right of way line to a point on said northerly line; thence N 89°38’36” E, 1715.25 feet along said northerly line to the point of beginning.

18

Tract 5 (Parcel “A”)

That part of the Southeast Quarter of Section 17, Township 96 North, Range 20 West of the 5th P.M. Mason City, Cerro Gordo County, Iowa, described as follows:

Commencing at the south quarter comer of said Section 17; Thence South 89 degrees 56 minutes 18 seconds East (assumed bearing) along the south line of the Southeast Quarter of said Section 17 a distance of 895.45 feet to the easterly line of railroad and the point of beginning; Thence North 43 degrees 34 minutes 03 seconds East along said easterly line 916.86 feet to the north line of Parcel recorded in Book 130, page 399; Thence South 89 degrees 55 minutes 17 seconds East along said north line 151.68 feet; Thence South 47 degrees 13 minutes 08 seconds West 162.55 feet; Thence South 39 degrees 24 minutes 14 seconds West 399.93 feet; Thence South 49 degrees 53 minutes 06 seconds West 379.96 feet to the South line of said Southeast Quarter; Thence North 89 degrees 56 minutes 18 seconds West along said south line 119.84 feet to the point of beginning.

Tract 6 (Parcel “D”)

That part of the Northwest Quarter of Section 29, Township 96 North, Range 20 West of the 5th P.M., Cerro Gordo County, Iowa, described as follows:

Commencing at the north quarter comer of said Section 29; Thence North 89 degrees 57 minutes 54 seconds West (assumed bearing) along the north line of said Northwest Quarter a distance of 66.38 feet to the east line of railroad and also being the west line of Parcel C recorded as Document No. 2003-15449; Thence South 00 degrees 19 minutes 05 second West along said east line 257.00 feet to the south comer of said Parcel C and also the point of beginning; Thence South 02 degrees 26 minutes 35 seconds East 594.31 feet; Thence South 02 degrees 58 minutes 56 seconds West 422.46 feet; Thence North 89 degrees 40 minutes 55 seconds West 9.00 feet to the east line of railroad; Thence North 00 degrees 19 minutes 05 seconds East along said east line 1015.62 feet to the point of beginning.

Note:Parcel designations are for convenience of reference only and do not constitute an integral part of the legal description.

2.             Legal descriptions of real property in which the Mortgagor has a leasehold estate:

None.

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EXHIBIT B — OBLIGATIONS

The “Obligations” as described in the Definitions section above include without limitation the following promissory note(s):

Promissory Note No.	Date	Principal Amount
RI0910S01	July 21, 2010	$	5,000,000.00
RI0910T01	July 21, 2010	$	25,000,000.00
RI0910T02	July 21, 2010	$	5,000,000.00

20

EX-10.3

Exhibit 10.3

Loan No. RI0910T01

REVOLVING TERM LOAN SUPPLEMENT

THIS SUPPLEMENT to the Master Loan Agreement dated July 21, 2010 (the “MLA”), is entered into as of July 21, 2010 between FARM CREDIT SERVICES OF AMERICA, FLCA (“Lead Lender”) and GOLDEN GRAIN ENERGY, LLC, Mason City, Iowa (the “Company”).

SECTION 1.         The Revolving Term Loan Commitment. On the terms and conditions set forth in the MLA and this Supplement, Lead Lender agrees to make loans to the Company from the date hereof, up to and including February 1, 2016, in an aggregate principal amount not to exceed, at any one time outstanding, $25,000,000.00 less the amounts scheduled to be repaid during the period set forth below in Section 5 (the “Commitment”). Within the limits of the Commitment, the Company may borrow, repay, and reborrow.

The Company may, in its sole discretion, elect to permanently reduce the amount of the Commitment by giving Agent (as that term is defined in the MLA) ten (10) days prior written notice. Said election shall be made only if the Company is not in default at the time of the election and will remain in compliance with all financial covenants after such reduction. Any such reduction shall be treated as an early, voluntary reduction of the Commitment amount and shall not delay or reduce the amount of any scheduled Commitment reduction under Section 5 hereof (which reductions shall continue in the increments and on the dates determined in accordance with Section 5), but rather shall result in an earlier expiration of the Commitment and final maturity of the loans.

SECTION 2.         Purpose. The purpose of the Commitment is to provide working capital to the Company and refinance existing term debt with Home Federal Savings Bank.

SECTION 3.         Term. Intentionally Omitted.

SECTION 4.         Interest. The Company agrees to pay interest on the unpaid balance of the loan(s) in accordance with one or more of the following interest rate options, as selected by the Company:

(A)          One-Month LIBOR Index Rate. At a rate (rounded upward to the nearest 1/100th and adjusted for reserves required on “Eurocurrency Liabilities” [as hereinafter defined] for banks subject to “FRB Regulation D” [as hereinafter defined] or required by any other federal law or regulation) per annum equal at all times to 3.15% above the rate quoted by the British Bankers Association (the “BBA”) at 11:00 a.m. London time for the offering of one (1)-month U.S. dollars deposits, as published by Bloomberg or another major information vendor listed on BBA’s official website on the first “U.S. Banking Day” (as hereinafter defined) in each week, with such rate to change weekly on such day. The rate shall be reset automatically, without the necessity of notice being provided to the Company or any other party, on the first “U.S. Banking Day” of each succeeding week, and each change in the rate shall be applicable to all balances

subject to this option. Information about the then-current rate shall be made available upon telephonic request. For purposes hereof: (1) “U.S. Banking Day” shall mean a day on which Agent (as that term is defined in the MLA) is open for business and banks are open for business in New York, New York; (2) “Eurocurrency Liabilities” shall have the meaning as set forth in “FRB Regulation D”; and (3) “FRB Regulation D” shall mean Regulation D as promulgated by the Board of Governors of the Federal Reserve System, 12 CFR Part 204, as amended.

(B)          Quoted Rate. At a fixed rate per annum to be quoted by Agent 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 Agent 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 $500,000.00 or multiples thereof; and (3) the maximum number of fixes in place at any one time shall be ten.

(C)          LIBOR. At a fixed rate per annum equal to “LIBOR” (as hereinafter defined) plus 3.15%. Under this option: (1) rates may be fixed for “Interest Periods” (as hereinafter defined) of 1, 2, 3, 6, 9, or 12 months as selected by the Company; (2) amounts may be fixed in increments of $100,000.00 or multiples thereof; (3) the maximum number of fixes in place at any one time shall be ten; and (4) rates may only be fixed on a “Banking Day” (as hereinafter defined) on three Banking Days’ prior written notice. For purposes hereof: (a) “LIBOR” shall mean the rate (rounded upward to the nearest sixteenth and adjusted for reserves required on “Eurocurrency Liabilities” [as hereinafter defined] for banks subject to “FRB Regulation D” [as herein defined] or required by any other federal law or regulation) quoted by the British Bankers Association (the “BBA”) at 11:00 a.m. London time two Banking Days before the commencement of the Interest Period for the offering of U.S. dollar deposits in the London interbank market for the Interest Period designated by the Company; as published by Bloomberg or another major information vendor listed on BBA’s official website; (b) “Banking Day” shall mean a day on which Agent is open for business, dealings in U.S. dollar deposits are being carried out in the London interbank market, and banks are open for business in New York City and London, England; (c) “Interest Period” shall mean a period commencing on the date this option is to take effect and ending on the numerically corresponding day in the next calendar month or the month that is 2, 3, 6, 9, or 12 months thereafter, as the case may be; provided, however, that: (i) in the event such ending day is not a Banking Day, such period shall be extended to the next Banking Day unless such next Banking Day falls in the next calendar month, in which case it shall end on the preceding Banking Day; and (ii) if there is no numerically corresponding day in the month, then such period shall end on the last Banking Day in the relevant month; (d) “Eurocurrency Liabilities” shall have meaning as set forth in “FRB Regulation D”; and (e) “FRB Regulation D” shall mean Regulation D as promulgated by the Board of Governors of the Federal Reserve System, 12 CFR Part 204, as amended.

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

2

expiration of any fixed rate period, interest shall automatically accrue at the variable rate option 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 electronically (if applicable), telephonically or in writing and must be received by Agent not later than 12:00 Noon Company’s local time in order to be considered to have been received on that day; provided, however, that in the case of LIBOR rate loans, all such elections must be confirmed in writing upon Agent’s request. 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 Agent shall require in a written notice to the Company; provided, however, in the event the Company elects to fix all or a portion of the indebtedness outstanding under the LIBOR interest rate option above, at Agent’s option upon written notice to the Company, interest shall be payable at the maturity of the Interest Period and if the LIBOR interest rate fix is for a period longer than three months, interest on that portion of the indebtedness outstanding shall be payable quarterly in arrears on each three-month anniversary of the commencement date of such Interest Period, and at maturity.

SECTION 5.         Promissory Note. The Company promises to repay on the dates set forth below, the outstanding principal, if any, that is in excess of the listed amounts:

Payment Date	Reducing Commitment Amount
August 1, 2011	$	22,500,000.00
February 1, 2012	$	20,000,000.00
August 1, 2012	$	17,500,000.00
February 1, 2013	$	15,000,000.00
August 1, 2013	$	12,500,000.00
February 1, 2014	$	10,000,000.00
August 1, 2014	$	7,500,000.00
February 1, 2015	$	5,000,000.00
August 1, 2015	$	2,500,000.00

followed by a final installment in an amount equal to the remaining unpaid principal balance of the loans on February 1, 2016. If any installment due date is not a day on which Agent is open for business, then such payment shall be made on the next day on which Agent 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.

SECTION 6.         Security. The Company’s obligations hereunder and, to the extent related hereto, the MLA, shall be secured as provided in the Security Section of

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the MLA, including without limitation as a future advance under any existing mortgage or deed of trust.

SECTION 7.         Commitment Fee. In consideration of the Commitment, the Company agrees to pay to Lead Lender a commitment fee on the average daily unused portion of the Commitment at the rate of 0.60% 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.

IN WITNESS WHEREOF, the parties have caused this Supplement to be executed by their duly authorized officers as of the date shown above.

FARM CREDIT SERVICES OF AMERICA, FLCA		GOLDEN GRAIN ENERGY, LLC
By:	/s/ Kathryn J. Frahm	By:	/s/ Christy Marchand
Title:	VP Credit	Title:	CFO
				NT
				7-23-10

4

EX-10.4

Exhibit 10.4

Loan No. RI09 1 0T02

REVOLVING TERM LOAN SUPPLEMENT

THIS SUPPLEMENT to the Master Loan Agreement dated July 21, 2010 (the “MLA”), is entered into as of July 21, 2010 between FARM CREDIT SERVICES OF AMERICA, FLCA (“Lead Lender”) and GOLDEN GRAIN ENERGY, LLC, Mason City, Iowa (the “Company”).

SECTION 1. The Revolving Term Loan Commitment. On the terms and conditions set forth in the MLA and this Supplement, Lead Lender agrees to make loans to the Company during the period set forth below in an aggregate principal amount not to exceed $5,000,000.00 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 establish a settlement line for the Company to settle daily activity including cash management services.

SECTION 3. Term. The term of the Commitment shall be from the date hereof, up to and including February 1, 2017, or such later date as Agent (as that term is defined in the MLA) may, in its sole discretion, authorize in writing.

SECTION 4. Interest. The Company agrees to pay interest on the unpaid balance of the loan(s) in accordance with one or more of the following interest rate options, as selected by the Company:

(A)       One-Month LIBOR Index Rate. At a rate (rounded upward to the nearest 1/100th and adjusted for reserves required on “Eurocurrency Liabilities” [as hereinafter defined] for banks subject to “FRB Regulation D” [as hereinafter defined] or required by any other federal law or regulation) per annum equal at all times to 3.15% above the rate quoted by the British Bankers Association (the “BBA”) at 11:00 a.m. London time for the offering of one (1)-month U.S. dollars deposits, as published by Bloomberg or another major information vendor listed on BBA’s official website on the first “U.S. Banking Day” (as hereinafter defined) in each week, with such rate to change weekly on such day. The rate shall be reset automatically, without the necessity of notice being provided to the Company or any other party, on the first “U.S. Banking Day” of each succeeding week, and each change in the rate shall be applicable to all balances subject to this option. Information about the then-current rate shall be made available upon telephonic request. For purposes hereof: (1) “U.S. Banking Day” shall mean a day on which Agent is open for business and banks are open for business in New York, New York; (2) “Eurocurrency Liabilities” shall have the meaning as set forth in “FRB Regulation D”; and (3) “FRB Regulation D” shall mean Regulation D as promulgated by the Board of Governors of the Federal Reserve System, 12 CFR Part 204, as amended.

(B)       Quoted Rate. At a fixed rate per annum to be quoted by Agent 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 Agent 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 five.

(C)  LIBOR. At a fixed rate per annum equal to “LIBOR” (as hereinafter defined) plus 3.15%. Under this option: (1) rates may be fixed for “Interest Periods” (as hereinafter defined) of 1, 2, 3, 6, 9, or 12 months, as selected by the Company; (2) amounts may be fixed in increments of $100,000.00 or multiples thereof; (3) the maximum number of fixes in place at any one time shall be five; and (4) rates may only be fixed on a “Banking Day” (as hereinafter defined) on three Banking Days’ prior written notice. For purposes hereof: (a) “LIBOR” shall mean the rate (rounded upward to the nearest sixteenth and adjusted for reserves required on “Eurocurrency Liabilities” [as hereinafter defined] for banks subject to “FRB Regulation D” [as herein defined] or required by any other federal law or regulation) quoted by the British Bankers Association (the “BBA”) at 11:00 a.m. London time two Banking Days before the commencement of the Interest Period for the offering of U.S. dollar deposits in the London interbank market for the Interest Period designated by the Company, as published by Bloomberg or another major information vendor listed on BBA’s official website; (b) “Banking Day” shall mean a day on which Agent is open for business, dealings in U.S. dollar deposits are being carried out in the London interbank market, and banks are open for business in New York City and London, England; (c) “Interest Period” shall mean a period commencing on the date this option is to take effect and ending on the numerically corresponding day in the next calendar month or the month that is 2, 3, 6, 9, or 12 months thereafter, as the case may be; provided, however, that: (i) in the event such ending day is not a Banking Day, such period shall be extended to the next Banking Day unless such next Banking Day falls in the next calendar month, in which case it shall end on the preceding Banking Day; and (ii) if there is no numerically corresponding day in the month, then such period shall end on the last Banking Day in the relevant month; (d) “Eurocurrency Liabilities” shall have meaning as set forth in “FRB Regulation D”; and (e) “FRB Regulation D” shall mean Regulation D as promulgated by the Board of Governors of the Federal Reserve System, 12 CFR Part 204, as amended.

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 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 electronically (if applicable), telephonically or in writing and must be received by Agent not later than 12:00 Noon Company’s local time in order to be considered to have been received on that day; provided, however, that in the case of LIBOR rate loans, all such elections must be confirmed in writing upon Agent’s request. 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 Agent shall require in a written notice to the Company; provided, however, in the event the Company elects to fix all or a portion of the indebtedness outstanding under the LIBOR interest rate option above, at Agent’s option upon written notice to the Company, interest shall be payable at the maturity of the Interest Period and if the LIBOR interest rate fix is for a period longer than three months, interest on that portion of the indebtedness outstanding shall be payable quarterly in arrears on each three-month anniversary of the commencement date of such Interest Period, and at maturity.

SECTION 5. Promissory Note. The Company promises to repay the loans that are outstanding at the time the Commitment expires on February 1, 2017. If any installment due date is not a day on which Agent is open for business, then such payment shall be made on the next day on which Agent 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.

SECTION 6. Security. The Company’s obligations hereunder and, to the extent related hereto, the MLA, shall be secured as provided in the Security Section of the MLA, including without limitation as a future advance under any existing mortgage or deed of trust.

SECTION 7. Commitment Fee. In consideration of the Commitment, the Company agrees to pay to Lead Lender a commitment fee on the average daily unused portion of the Commitment at the rate of 0.60% 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.

IN WITNESS WHEREOF, the parties have caused this Supplement to be executed by their duly authorized officers as of the date shown above.

FARM CREDIT SERVICES OF AMERICA, FLCA		GOLDEN GRAIN ENERGY, LLC
By:	/s/ Kathryn J. Frahm	By:	/s/ Christy Marchand
Title:	VP Credit	Title:	Chief Financial Officer

EX-10.5

Exhibit 10.5

Loan No. RI0910S01

REVOLVING CREDIT SUPPLEMENT

THIS SUPPLEMENT to the Master Loan Agreement dated July 21, 2010 (the “MLA”), is entered into as of July 21, 2010 between FARM CREDIT SERVICES OF AMERICA, PCA (“Lead Lender”) and GOLDEN GRAIN ENERGY, LLC, Mason City, Iowa (the “Company”).

SECTION 1.             The Revolving Credit Facility. On the terms and conditions set forth in the MLA and this Supplement, Lead Lender agrees to make loans to the Company during the period set forth below in an aggregate principal amount not to exceed $5,000,000.00 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 finance the operating needs of the Company.

SECTION 3.             Term. The term of the Commitment shall be from the date hereof, up to and including August 1, 2011, or such later date as Agent (as that term is defined in the MLA) may, in its sole discretion, authorize in writing.

SECTION 4.             Interest. The Company agrees to pay interest on the unpaid balance of the loan(s) in accordance with one or more of the following interest rate options, as selected by the Company:

(A)                  One-Month LIBOR Index Rate. At a rate (rounded upward to the nearest 1/100th and adjusted for reserves required on “Eurocurrency Liabilities” [as hereinafter defined] for banks subject to “FRB Regulation D” [as hereinafter defined] or required by any other federal law or regulation) per annum equal at all times to 2.90% above the rate quoted by the British Bankers Association (the “BBA”) at 11:00 a.m. London time for the offering of one (1)-month U.S. dollars deposits, as published by Bloomberg or another major information vendor listed on BBA’s official website on the first “U.S. Banking Day” (as hereinafter defined) in each week, with such rate to change weekly on such day. The rate shall be reset automatically, without the necessity of notice being provided to the Company or any other party, on the first “U.S. Banking Day” of each succeeding week, and each change in the rate shall be applicable to all balances subject to this option. Information about the then-current rate shall be made available upon telephonic request. For purposes hereof: (1) “U.S. Banking Day” shall mean a day on which Agent is open for business and banks are open for business in New York, New York; (2) “Eurocurrency Liabilities” shall have the meaning as set forth in “FRB Regulation D”; and (3) “FRB Regulation D” shall mean Regulation D as promulgated by the Board of Governors of the Federal Reserve System, 12 CFR Part 204, as amended.

(B)                  Quoted Rate. At a fixed rate per annum to be quoted by Agent 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 Agent 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 five.

(C) LIBOR. At a fixed rate per annum equal to “LIBOR” (as hereinafter defined) plus 2.90%. Under this option: (1) rates may be fixed for “Interest Periods” (as hereinafter defined) of 1, 2, 3, 6, 9, or 12 months, as selected by the Company; (2) amounts may be fixed in increments of $100,000.00 or multiples thereof; (3) the maximum number of fixes in place at any one time shall be five; and (4) rates may only be fixed on a “Banking Day” (as hereinafter defined) on three Banking Days’ prior written notice. For purposes hereof: (a) “LIBOR” shall mean the rate (rounded upward to the nearest sixteenth and adjusted for reserves required on “Eurocurrency Liabilities” [as hereinafter defined] for banks subject to “FRB Regulation D” [as herein defined] or required by any other federal law or regulation) quoted by the British Bankers Association (the “BBA”) at 11:00 a.m. London time two Banking Days before the commencement of the Interest Period for the offering of U.S. dollar deposits in the London interbank market for the Interest Period designated by the Company, as published by Bloomberg or another major information vendor listed on BBA’s official website; (b) “Banking Day” shall mean a day on which Agent is open for business, dealings in U.S. dollar deposits are being carried out in the London interbank market, and banks are open for business in New York City and London, England; (c) “Interest Period” shall mean a period commencing on the date this option is to take effect and ending on the numerically corresponding day in the next calendar month or the month that is 2, 3, 6, 9, or 12 months thereafter, as the case may be; provided, however, that: (i) in the event such ending day is not a Banking Day, such period shall be extended to the next Banking Day unless such next Banking Day falls in the next calendar month, in which case it shall end on the preceding Banking Day; and (ii) if there is no numerically corresponding day in the month, then such period shall end on the last Banking Day in the relevant month; (d) “Eurocurrency Liabilities” shall have meaning as set forth in “FRB Regulation D”; and (e) “FRB Regulation D” shall mean Regulation D as promulgated by the Board of Governors of the Federal Reserve System, 12 CFR Part 204, as amended.

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 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 for periods expiring after the maturity date of the loans. All elections provided for herein shall be made electronically (if applicable), telephonically or in writing and must be received by Agent not later than 12:00 Noon Company’s local time in order to be considered to have been received on that day; provided, however, that in the case of LIBOR rate loans, all such elections must be confirmed in writing upon Agent’s request. 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 Agent shall require in a written

2

notice to the Company; provided, however, in the event the Company elects to fix all or a portion of the indebtedness outstanding under the LIBOR interest rate option above, at Agent’s option upon written notice to the Company, interest shall be payable at the maturity of the Interest Period and if the LIBOR interest rate fix is for a period longer than three months, interest on that portion of the indebtedness outstanding shall be payable quarterly in arrears on each three-month anniversary of the commencement date of such Interest Period, and at maturity.

SECTION 5.             Promissory Note. The Company promises to repay the unpaid principal balance of the loans on the last day of the term of the Commitment. In addition to the above, the Company promises to pay interest on the unpaid principal balance of the loans at the times and in accordance with the provisions set forth in Section 4 hereof.

SECTION 6.             Letters of Credit. If agreeable to Agent in its sole discretion in each instance, in addition to loans, the Company may utilize the Commitment to open irrevocable letters of credit for its account. Each letter of credit will be issued within a reasonable period of time after Agent’s receipt of a duly completed and executed copy of Agent’s then current form of Application and Reimbursement Agreement or, if applicable, in accordance with the terms of any CoTrade Agreement between the parties, and shall reduce the amount available under the Commitment by the maximum amount capable of being drawn thereunder. Any draw under any letter of credit issued hereunder shall be deemed a loan under the Commitment and shall be repaid in accordance with this Supplement. Each letter of credit must be in form and content acceptable to Agent and must expire no later than the maturity date of the Commitment.

SECTION 7.             Security. The Company’s obligations hereunder and, to the extent related hereto, the MLA, shall be secured as provided in the Security Section of the MLA, including without limitation as a future advance under any existing mortgage or deed of trust.

SECTION 8.             Commitment Fee. In consideration of the Commitment, the Company agrees to pay to Lead Lender a commitment fee on the average daily unused portion of the Commitment at the rate of 0.30% 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.

IN WITNESS WHEREOF, the parties have caused this Supplement to be executed by their duly authorized officers as of the date shown above.

FARM CREDIT SERVICES OF AMERICA, PCA		GOLDEN GRAIN ENERGY, LLC
By:	/s/ Kathryn J. Frahm	By:	/s/ Christy Marchand
Title:	VP Credit	Title:	CFO

NT        
7-23-10 

3

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, Walter Wendland, certify that:

1.             I have reviewed this quarterly report on Form 10-Q of Golden Grain Energy, LLC;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant, as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

a)Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	September 14, 2010	/s/ Walter Wendland
		Walter Wendland, President and Chief Executive Officer (Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATIONS

I, Christine Marchand, certify that:

1.             I have reviewed this quarterly report on Form 10-Q of Golden Grain Energy, LLC;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant, as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

a)Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	September 14, 2010	/s/ Christine Marchand
		Christine Marchand, Chief Financial Officer (Principal Financial Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report on Form 10-Q of Golden Grain Energy, LLC (the “Company”) for the quarter ended July 31, 2010, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Walter Wendland, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Walter Wendland

Walter Wendland

President and Chief Executive Officer

Dated: September 14, 2010

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report on Form 10-Q of Golden Grain Energy, LLC (the “Company”) for the quarter ended July 31, 2010, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Christine Marchand, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Christine Marchand

Christine Marchand

Chief Financial Officer

Dated: September 14, 2010