Exhibit 10.6


 


Prepared by and Record and Return to:


Lindquist & Vennum P.L.L.P. (RKV)


4200 IDS Center


80 South Eighth Street


Minneapolis, MN 55042


Telephone: 
(612) 371-3211


 


FIRST AMENDMENT


TO


FUTURE ADVANCE MORTGAGE


AND


SECURITY AGREEMENT


AND


FIXTURE FINANCING STATEMENT


AND


ASSIGNMENT OF LEASES AND RENTS


 


THIS FIRST AMENDMENT made effective as of
January 30, 2006, by and between GOLDEN GRAIN ENERGY, LLC, an Iowa limited
liability company, with an address at 1822 43rd Street SW, Mason City, IA 
50401 (the “Mortgagor”) and HOME
FEDERAL SAVINGS BANK, a federal savings bank, with an address at 1016 Civic
Center Drive N.W., Rochester, Minnesota 55903 (the “Mortgagee”), is amending that certain Future Advance Mortgage
and Security Agreement and Fixture Financing Statement and Assignment of Leases
and Rents dated January 16, 2004 and recorded in the office of the Cerro Gordo
County, Iowa Recorder on January 16, 2004, in Book of Mortgages, Page 34,
Document No. 2004-591, covering that certain real property legally described on
Exhibit A, attached hereto (the “Mortgage”).


 


RECITALS:


 


A.            Pursuant to that certain Credit
Agreement dated January 16, 2004, and amended by the First Amendment to the
Credit Agreement dated May 17, 2004 and the Second Amendment to the Credit Agreement
dated January 30, 2006, (as amended, the “Credit
Agreement”) between Mortgagor and Mortgagee, Mortgagee has provided
Mortgagor a loan in the original principal amount of $33,500,000.00 as
evidenced by two promissory notes dated as of January 16, 2004, given by
Mortgagor in favor of Mortgagee (collectively, the “Notes”).


 


B.            Capitalized terms used herein and
not otherwise defined herein have the meanings ascribed to such terms in the
Credit Agreement.


 


C.            Mortgagor’s obligations under the
Notes are secured by, among other things, the Mortgage.


 


D.            Mortgagee is willing to replace the
Revolving Credit Note (“Revolving Credit Note”) and extend additional credit to
Mortgagor pursuant to an Amended and Restated


 

















 


Revolving Credit Note of even date hereof
(the “Amended and Restated Note”) to permit the Mortgagor to borrow a sum
totaling $38,500,000.00. As a condition of the Mortgagee’s agreement to replace
the Revolving Credit Note and extend additional credit pursuant to the Amended
and Restated Note, Mortgagor agrees to modify the Mortgage accordingly.


 


E.             The parties hereto desire to amend
the Mortgage to incorporate the changes set forth in this First Amendment.


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree to amend the Mortgage as of
the date hereof as follows:


 


1.     The
Mortgage is hereby amended to secure all Mortgagor’s obligations under the
Amended and Restated Note, and the other agreements of the Mortgagor delivered
pursuant thereto, including any and all amendments and supplements thereof.


 


2.     The
Mortgage is amended to add the additional principal indebtedness due under the
Amended and Restated Note, so that the amended maximum principal indebtedness
secured by this Mortgage is $38,500,000. This Amendment secures, inter  alia,
the obligations which may provide for obligatory future advances, which when
made, shall have the same priority as advances made on the date hereof whether
or not (i) any advances were made on the date hereof and (ii) any indebtedness
is outstanding at the time any advance is made.


 


3.     The
Credit Agreement provides that Mortgagee may, in its sole discretion, in
addition to any other authority to make loans and advances to Mortgagor,
including protective advances, make additional loans to Mortgagor, make
additional credit facilities available to Mortgagor, or renew, extend, or
increase any credit facility. No amendment to this Mortgage, as amended by this
First Amendment, will be required to the extent the aggregate principal amount
outstanding under the Amended and Restated Note (including any amount
outstanding under any future loan or credit facility) does not exceed
$38,500,000.


 


4.     Except
as modified herein, all of the terms and conditions of the Mortgage remain
unchanged and in full force and effect as of the date hereof and are hereby
ratified by the Mortgagee and Mortgagor.


 


 


[SIGNATURE
PAGES FOLLOW]


 





















 


IN
WITNESS WHEREOF, this First Amendment is executed as of the date first shown
above.


 


	
   

  	
  MORTGAGEE:

  
	
   

  	
   

  
	
   

  	
  HOME FEDERAL SAVINGS BANK

  
	
   

  	
  a federal savings bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  Eric Oftedahl

  	
   

  
	
   

  	
  Name:

  	
  Eric Oftedahl

  
	
   

  	
  Its:

  	
  Vice President

  
					



 


 


	
  STATE OF MINNESOTA

  	
  )

  
	
   

  	
  )ss:

  
	
  COUNTY OF

  	
  Benton

  	
  )

  
			



 


On this 26th day of January, 2006, before me,
a Notary Public in and for the said State, personally appeared Eric Oftedahl,
to me personally known, who being by me duly sworn did say that said person is
Vice President of said federal savings bank, that said instrument was signed on
behalf of the federal savings bank by authority of its officers/board of
directors and the said Vice President acknowledged the execution of said
instrument to be the voluntary act and deed of said federal savings bank by it
voluntarily executed.


 


	
   

  	
              /s/
  Stephanie W. Scott

  
	
   

  	
  Notary Public in and for said State.

  



 


[Stamped: 
Stephanie W. Scott


NOTARY PUBLIC-Minnesota


My Comm. Exp. Jan. 31, 2010]


 


 


[SIGNATURE
PAGE TO FIRST AMENDMENT TO MORTGAGE]


 

















 


	
   

  	
  MORTGAGOR:

  
	
   

  	
   

  
	
   

  	
  GOLDEN GRAIN ENERGY, LLC

  
	
   

  	
  a Iowa limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  Walter Wendland

  	
   

  
	
   

  	
  Name:

  	
  Walter Wendland

  	
   

  
	
   

  	
  Its:

  	
   President

  	
   

  
					



 


 


	
  STATE OF IOWA

  	
  )

  
	
   

  	
  )ss:

  
	
  COUNTY OF

  	
  Cerro Gordo

  	
  )

  
			



 


On this 25 day of January, 2006, before me, a
Notary Public in and for the said State, personally appeared Walter Wendland, to me personally known, who being by me duly sworn did say that that person
is President and CEO of said limited liability company, that said instrument
was signed on behalf of the said limited liability company by authority of its
managers/members and the said president acknowledged the execution of said
instrument to be the voluntary act and deed of said limited liability company
by it voluntarily executed.


 


	
   

  	
              /s/
  Christy Marchand

  
	
   

  	
  Notary Public in and for said State.

  



 


 


[Stamped:  Christy Marchand


Commission
Number 709988


My Comm. Exp.
5-15-07 ]


 


 


[SIGNATURE
PAGE TO FIRST AMENDMENT TO MORTGAGE]


 

















 


EXHIBIT A


 


LEGAL DESCRIPTION


 


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.


 


Tract 2:


 


That part of the North Half (N 1/2) 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 (NE 1/4) of said Section 20; thence North 89 degrees 47
minutes 35 seconds West (assumed bearing) along the South line of the Northwest
Quarter (NW 1/4) 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 (NW 1/4) 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 (NE 1/4) 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 (NW 1/4)
of said Section 20; thence North 89 degrees 47 minutes 35 seconds West parallel
with the South line of the Northwest Quarter (NW 1/4) of said Section 20 a
distance of 65.98 feet to the point of beginning.


 


Tract 3:


 


That part of the Northwest Quarter (NW 1/4)
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 (N 1/4)
corner of said Section 29; thence North 89 degrees 57 minutes 54 seconds West
(assumed bearing) along the North line of the Northwest Quarter (NW 1/4) 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 (NW 1/4); thence South 89 degrees 57 minutes 54 seconds East
along said North line 29.00 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.