Exhibit
10.6.1


 


ETHANOL
GRAIN PROCESSORS, LLC


 


AMENDMENT
TO


SUBSCRIPTION
AND INVESTMENT REPRESENTATION AGREEMENT


 


THIS AMENDMENT TO SUBSCRIPTION
AND INVESTMENT REPRESENTATION AGREEMENT (this “Amendment”) is entered into and made
effective as of March 16, 2006, by and between Ethanol Grain Processors,
LLC, a Tennessee limited liability company with principal executive offices
located at 1918 McDonald Road, Rives, Tennessee 38253, and mailing office
address of P.O. Box 95, Obion, Tennessee 38240 (the “Company”), and Fagen
Energy, Inc., a Minnesota corporation with principal executive office
located at 501 W. Highway 212, P.O. Box 159, Granite Falls, Minnesota
56241 (the “Subscriber”).


 


R E C I T A L S


 


A.            Pursuant to a certain Subscription and
Investment Representation Agreement dated December 2, 2005 (the “Agreement”)
received and accepted by the Company in connection with a private escrow
offering, the Subscriber is entitled to receive 1,250,000 of the Company’s
units at a price of $2.00 per unit at financial closing (as defined in the
Agreement).


 


B.            The Agreement provided for an additional 125,000
of units as an early subscription incentive and 50,000 units as a volume
subscription incentive to be issued at financial closing, based upon the
Company’s then-current plan to conduct a primary equity offering upon similar
terms including early subscription and volume subscription incentives.


 


C.            The Company has since modified its financing
plans, as part of which it has decided to conduct its primary equity offering
at the same price of $2.00 per unit but without any early subscription or
volume subscription incentives.


 


D.            In order to conform the Agreement to the
anticipated terms of the primary equity offering, and to enable the Company to
proceed with the primary equity offering, the parties hereto mutually desire to
amend the Agreement to remove the early subscription and volume subscription
incentives.


 


W I
T N E S S E T H


 


In consideration of the premises and
mutual promises contained herein, and other good and valuable consideration,
the parties hereby agree as follows:


 


1.             The provisions regarding early subscription and
volume subscription incentives set forth in Section 1(f) of the
Agreement are stricken in their entirety.


 


2.             The Company agrees that, if the terms of its
planned primary equity offering ultimately include any early subscription
incentives or volume subscription incentives, then the Subscriber shall be
entitled to similar incentives based upon the time and amount of the
subscription made under the Agreement.


 


3.             Except to the extent amended hereby, all other
terms and conditions of the Agreement are confirmed and remain in full force
and effect.


 

















 


IN
WITNESS WHEREOF, this Amendment to Subscription and Investment Representation
Agreement is executed as of the date first written above.


 


	
   

  	
  FAGEN ENERGY,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
  /s/ Ron Fagen

  
	
   

  	
   

  	
    Name:

  	
   

  	
  Ron Fagen

  
	
   

  	
   

  	
    Title:

  	
   

  	
  Sec./Treas.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ETHANOL GRAIN PROCESSORS, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
  /s/ James K.
  Patterson

  
	
   

  	
   

  	
    Name:

  	
   

  	
  James K.
  Patterson

  
	
   

  	
   

  	
    Title:

  	
   

  	
  Chief Executive
  Officer

  
						



 


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