EXHIBIT 10.4


 


Amendment No. RI0340S01A


 


AMENDMENT


TO THE


STATUSED REVOLVING CREDIT SUPPLEMENT


 


                THIS AMENDMENT is entered
into as of October 5, 2007, between FARM CREDIT SERVICES OF
AMERICA, FLCA (“Farm Credit”) and ABE
FAIRMONT, LLC, Fairmont, Nebraska (the “Company”).


 


BACKGROUND


 


                Farm Credit and ADVANCED BIOENERGY, LLC, Fairmont, Nebraska (“Advanced”) are
parties to a Statused Revolving Credit Supplement dated February 17, 2006 (such
agreement, as previously amended, is hereinafter referred to as the “Supplement”).
Further, the Company has formally assumed all obligations under the Supplement
from Advanced. Farm Credit and the Company now desire to amend certain sections
of the Supplement. For that reason, and for valuable consideration (the receipt
and sufficiency of which are hereby acknowledged), Farm Credit and the Company
agree that the following sections of the Supplement are hereby amended to read
as follows:


 


1.             Section 1 of the Supplement is hereby amended and
restated to read as follows:


 


                SECTION 1.  The
Revolving Credit Facility.  On the terms and conditions set forth in the
MLA and this Supplement, Farm Credit 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”). At no time,
however, may the sum of: (i) all indebtedness hereunder and (ii) all
indebtedness under the Statused Revolving Credit Supplement between Farm Credit
and the Company dated October 5, 2007, and numbered RI0475S01, exceed the “Borrowing
Base” (as calculated pursuant to the Borrowing Base Report attached hereto as
Exhibit A). Within the limits of the Commitment, the Company may borrow, repay
and reborrow.


 


2.             Section 3 of the Supplement is hereby amended and
restated to read as follows:


 


                SECTION 3.  Term.  The term of the Commitment shall be the date
hereof, up to and including June 1, 2008, or such later date as Agent may, in
its sole discretion, authorize in writing.


 


3.             Section 6 of the Supplement is hereby amended and
restated to read as follows:


 


                SECTION 6. 
Borrowing Base Reports, Etc.  The Company agrees to furnish a Borrowing
Base Report to Agent at such times or intervals as Agent may from time to time
request. Until receipt of such a request, the Company agrees to furnish a
Borrowing Base Report to Agent within 30 days after each month end calculating
the Borrowing Base as of the last day of the month for which the Report is
being furnished. However, if neither this Supplement nor Statused Revolving
Credit Supplement numbered RI0475S01 has an outstanding balance on the last day
of such month, then no Report need be furnished. Regardless of the frequency of
the reporting, if at any time the amount outstanding under the Commitment
(combined with the amount outstanding under Statused Revolving Credit
Supplement numbered RI0475S01 as provided in Section 1) exceeds the Borrowing
Base, the Company shall immediately notify Agent and repay so much of the loans
as is necessary to reduce the amount outstanding under the Commitment to the
limits of the Borrowing Base.


 

















 


Amendment
RI0340S01A to Statused Revolving Credit Supplement RI0340S01


ABE
Fairmont, LLC


Fairmont, Nebraska


 


4.             Section 8 of the Supplement is hereby amended and
restated to read as follows:


 


                SECTION
8.  Commitment Fee.  In consideration of the
Commitment, the Company agrees to pay to Agent a commitment fee on the average
daily unused portion of the Commitment at the rate of 3/8 of 1% 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.
For purposes of  calculating the commitment fee
only, the “Commitment” shall mean the dollar amount specified in Section 1
hereof, irrespective of the Borrowing Base.


 


5.             Except as set forth in this  amendment, the
Supplement, including all amendments  thereto, shall continue in full
force and effect as written.


 


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


 


	
  FARM CREDIT SERVICES

  OF AMERICA, FLCA

  	
   

  	
  ABE FAIRMONT, LLC

  By ADVANCED BIOENERGY, LLC,

  its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  
							



 


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