EXHIBIT 10.2


 


 


Amendment No. RI0475A


AMENDMENT

TO THE


MASTER LOAN AGREEMENT


 


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 the Company
are parties to a Master Loan Agreement dated November 26, 2006, (such agreement, as previously amended, is hereinafter referred to as
the “MLA”). Farm Credit and the Company
now desire to amend the MLA. For that reason, and for valuable consideration
(the receipt and sufficiency of which are hereby acknowledged), Farm Credit and
the Company agree as follows:


1.     Section (9)(A)(vii) of the
MLA is hereby amended and restated to read as follows:


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:


(H)    Reports and
Notices.  Furnish
to Agent:


(ii) Interim Financial Statements. Effective September 30,
2007, as soon as available, but in no event more than 30 days after the end of
each month, a consolidated balance sheet of the Company and its consolidated
Subsidiaries, if any, as of the end of such 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.


2.     Sections 10(A) and (K) of the
MLA are hereby amended and restated to read as follows:


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, except for: (i) debt to Farm Credit; (ii) accounts payable
to trade creditors incurred in the ordinary course of business; (iii) current
operating liabilities (other than for
borrowed money) incurred in the ordinary course of business; (iv) Industrial
Revenue Bond financing from Fillmore
County, Nebraska, in an amount not to exceed $7,000,000.00 (exclusive of any related insurance costs and reserve requirements),
subject to a debt subordination agreement acceptable to Agent; (v) debt of the Company to miscellaneous
creditors, in an aggregate amount not to exceed $1,500,000.00 on terms
and conditions satisfactory to Agent; and (vi) Tax Increment Financing in an amount not to exceed $7,000,000.00.


 

















Amendment
RI0475 to Master Loan Agreement RI0475


ABE
Fairmont, LLC


Fairmont,
Nebraska


 


(K) Dividends, Etc. Declare or pay any
dividends, or make any distribution of assets to the member/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 for each fiscal year commencing with the fiscal year ending 2008, a distribution may be
made to the Company’s members/owners of up to 40% of the net profit (according to GAAP) for such
fiscal year after receipt of the audited financial statements for the pertinent
fiscal year, provided that the Company has been and will remain in compliance
with all loan covenants, terms and conditions. Furthermore, with respect to the
fiscal year ending 2008 and each subsequent fiscal year, a distribution
may be made to its members/owners in excess of 40% of the net profit for such fiscal year if the Company has
made the required “Free Cash Flow” payment to Agent for such fiscal year as provided in Construction and
Term Loan Supplement dated February 17, 2006, and numbered RI0340T01 and
any renewals, restatements and amendments thereof, and will remain in compliance with all other loan covenant, terms and
conditions.


3.     Sections 11(A) and (B) of the MLA are hereby amended and
restated to read as follows:


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: (i)
$7,000,000.00 effective September 30, 2007; and (ii) increasing to
$10,000,000.00 effective June 30, 2008, and thereafter, except that in
determining current assets, any amount available under the Construction and Revolving Term Loan Supplement
hereto (less the amount that would be considered a current liability under GAAP if fully advanced)
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 under Section 9(H) hereof an excess of total
assets over total liabilities (both as determined
in accordance with GAAP consistently applied) of not less than: (i) $47,000,000.00;  (ii)
increasing to $53,000,000.00 as of June 30, 2008; and (iii) increasing to $56,000,000.00
at fiscal year ending 2008 and thereafter, except that in determining total
liabilities, the amount of Tax Increment
Financing shall be excluded.


4.     Section 25 of the MLA is
hereby amended and restated to read as follows:


SECTION 25. Assumed Master Loan Agreement.  The parties acknowledge that the Company has
assumed the Master Loan Agreement dated as of February 17, 2006, between Farm
Credit and Advanced BioEnergy, LLC, as the same may have been amended from time
to time (the “Advanced MLA”), together with all obligations thereunder and
under all Supplements, security documents, and other documents related thereto.
The parties agree that the Advanced MLA shall remain in full force and effect
concurrently with this MLA, provided, however, that to the extent of any
inconsistencies between this MLA and the Advanced MLA, the terms and conditions
of this MLA (including without limitation reporting covenants, financial
covenants, and negative and affirmative covenants) shall prevail, and the
Advanced MLA shall be deemed amended accordingly. Consistently with the
foregoing, all Conditions Precedent to lending under this MLA shall apply to,
and be binding upon, any lending under the Advanced MLA.


 


 


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5.    Except as set forth in this amendment, the
MLA, 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

  	
  ABE FAIRMONT,
  LLC

  
	
  OF AMERICA,
  FLCA

  	
  By ADVANCED BIOENERGY, LLC,

  
	
   

  	
  its sole  member

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
  Title:
  

  	
   

  	
   

  	
  Title:

  	
   

  
							



 


 


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5.    Except
as set forth in this amendment, the MLA, 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

  	
  ABE FAIRMONT,
  LLC

  
	
  OF AMERICA,
  FLCA

  	
  By ADVANCED BIOENERGY, LLC,

  
	
   

  	
  its sole  member

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
  Title:
  

  	
   

  	
   

  	
  Title:

  	
   

  
							



 


 


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