exv10w18



 





Exhibit 10.18




AMENDMENT NO. 2 TO

MASTER LOAN AGREEMENT




     This Amendment No. 2 to Master Loan Agreement (this “Amendment”) is effective as of October
19, 2007, by and between US BIO WOODBURY, LLC, a Michigan limited liability company (“Borrower”),
and AGSTAR FINANCIAL SERVICES, PCA (“Lender”).



RECITALS




     A. Lender has extended various credit facilities to Borrower for the purposes of acquiring,
constructing, equipping, furnishing and operating an ethanol production facility in Barry County,
Michigan, pursuant to that certain Master Loan Agreement dated as of November 15, 2005 (as amended
by that certain Amendment No.1 and Waiver to Master Loan Agreement dated as of July 31, 2006) (as
amended, the “MLA”); First Supplement to the Master Loan Agreement (Construction Loan) dated as of
November 15, 2005 (as amended by that certain Amendment No.1 to First Supplement to Master Loan
Agreement dated as of July 31, 2006, (Construction Loan)) (as amended, the “First Supplement”);
Second Supplement to the Master Loan Agreement (Revolving Loan) dated as of November 15, 2005 (as
amended and restated by that certain Amended and Restated Second Supplement to the Master Loan
Agreement dated as of November 1, 2006), (as amended and restated, the “Second Supplement”); Third
Supplement to the Master Loan Agreement (Term Loan) dated as of November 1, 2006 (the “Third
Supplement”); and Fourth Supplement to the Master Loan Agreement (Term Revolving Loan) dated as of
November 1, 2006 (the “Fourth Supplement”). The MLA, First Supplement, Second Supplement, Third
Supplement and Fourth Supplement are referred to collectively hereinafter as the “Loan Agreement”.



     B. Borrower has requested Lender amend certain provisions of the Loan Agreement, and Lender
has agreed to such amendments upon the terms and conditions set forth herein.



     C. Unless otherwise expressly defined herein, capitalized terms used herein shall have the
same meaning ascribed to them in the MLA.



AGREEMENT




     NOW, THEREFORE, in consideration of the premises herein contained, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto hereby agree as follows:



     1. Amendments to MLA:



     (a) Section 1.01: Section 1.01 of the MLA is hereby amended by adding, amending and
restating the following definitions:



 









 






“Accounts” means all of the Borrower’s accounts, as such term is defined in the
UCC, including, the aggregate unpaid obligations of customers and other account debtors to
the Borrower arising out of the sale or lease of goods or rendition of services by the
Borrower on an open account or deferred payment basis.




“Affiliate” means, as to any Person, any other Person: (a) that directly or
indirectly, through one or more intermediaries, controls or is controlled by, or is under
common control with, such Person, or (b) that directly or indirectly beneficially owns or
holds ten percent (10%) or more of any class of voting stock or membership interests (units)
having ordinary voting power for the election of directors (or persons performing similar
functions) of such Person. The term “control” means the possession, directly or indirectly,
of the power to direct or cause direction of the management and policies of a Person,
whether through the ownership of voting securities, by contract, or otherwise.




“Affiliated Borrower” means any of US Bio Platte Valley, LLC, US Bio Ord, LLC, US
Bio Hankinson, LLC, US Bio Dyersville, LLC, US Bio Janesville, LLC or US Bio Albert City,
LLC.




“Borrowing Base” means, at any time, the lesser of: (i) Three Million Five Hundred
Thousand and No/100 Dollars ($3,500,000.00), or (ii) the sum of: (A) seventy-five percent
(75%) of the Borrower’s Eligible Accounts Receivable, plus (B) seventy-five percent (75%)
of the Borrower’s Eligible Inventory.




“Borrowing Base Certificate” means a certificate, substantially in the form of
Exhibit A attached to the Second Supplement, properly completed and duly executed by an
authorized Senior Officer of the Borrower.




“Capital Expenditures” means, for any period, the sum of all amounts that would, in
accordance with GAAP, be included as additions to property, plant and equipment on a
statement of cash flows for the Borrower during such period, with respect to: (a) the
acquisition, construction, improvement, replacement or betterment of land, buildings,
machinery, equipment or of any other fixed assets or leaseholds, or (b) other capital
expenditures and other uses recorded as capital expenditures having substantially the same
effect.




“Compliance Certificate” means a certificate, substantially in the form of Exhibit
A attached to the MLA, of the Treasurer or other Senior Officer of the Borrower, setting
forth the calculations of current financial covenants set forth in Section 5.01, and: (a)
stating the Financial Statements fairly present in all material respects the financial
condition of the Borrower in accordance with GAAP (subject to year end adjustments and the
absence of footnotes with respect to unaudited interim Financial Statements) and, other
than the unaudited interim Financial Statements, have been prepared in accordance with
GAAP, and (b) stating whether they have knowledge of the existence of any Event of Default
as of the date of the Compliance Certificate, and if so, stating in reasonable detail the
facts with respect thereto.



 









 






“Default” shall mean any event, fact, circumstances or condition that, after any
requirement for the giving of applicable notice or passage of time or both has been
satisfied, would constitute, be or result in an Event of Default.




“EBITDA” means for any period, the total of the following each calculated without
duplication for the Borrower for such period: (a) Net Income, plus (b) any provision for
(or less any benefit from) Income Taxes included in determining such Net Income, plus (c)
Interest Expense deducted in determining such Net Income, plus (d) amortization and
depreciation expense deducted in determining such net income all as determined in
accordance with GAAP.




“Eligible Accounts Receivable” means all unpaid Accounts, net of any credits,
except that the following shall not in any event be deemed Eligible Accounts Receivable:




	 	(a)	 	that portion of Accounts unpaid forty-five (45) days or more after the invoice
date;
	 
	 	(b)	 	that portion of Accounts that is disputed or subject to a claim of offset or a
contra account;
	 
	 	(c)	 	that portion of Accounts for which goods giving rise to such Account have not yet
been shipped or for which rendition of services have not yet been performed, as applicable,
by the Borrower to the customer;
	 
	 	(d)	 	Accounts owed by any unit of government, whether foreign or domestic (except
Incentive Payments) unless, with respect to Accounts owed by the government of the United
States, the Federal Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq.
and 41 U.S.C. § 15 et seq.), has been complied with to the Lender’s reasonable
satisfaction;
	 
	 	(e)	 	Accounts owed by an account debtor located outside the United States unless such
Account is backed by a letter of credit or foreign credit insurance reasonably acceptable
to the Lender which is in the possession of or has been assigned to the Lender;
	 
	 	(f)	 	Accounts owed by an account debtor that is insolvent, the subject of bankruptcy
proceedings or has gone out of business;
	 
	 	(g)	 	Accounts owed by a member, Guarantor, Affiliate, director,
officer or employee of the Borrower, other than accounts owed by Provista
Renewable Fuels Marketing, LLC, United Bio Energy Ingredients, LLC, or any
Affiliated Borrower;
	 
	 	(h)	 	Accounts not subject to a duly perfected Lien in favor of the
Lender or which are subject to any Lien in favor of any Person other than the




 









 






	 	 	 	Lender, other than Permitted Liens pursuant to Section 5.02(a)(iv)
including any payment or performance bond;
	 
	 	(i)	 	that portion of Accounts that has been restructured, extended,
or reduced other than in the ordinary course of business;
	 
	 	(j)	 	that portion of Accounts that constitutes advertising, finance
charges, service charges or sales or excise taxes; and
	 
	 	(k)	 	Accounts, or portions thereof, otherwise deemed ineligible by
the Lender, in its good faith discretion, exercised in its reasonable business
judgment with respect to which the Lender has provided at least two (2)
Business Days prior written notice to the Borrower.






In the event that an Account which was previously an Eligible Account Receivable ceases to
be an Eligible Account Receivable hereunder, the Borrower shall exclude such Account from
Eligible Accounts Receivable on, and at the time of submission to the Lender of, the next
Borrowing Base Certificate.




“Eligible Inventory” means all Inventory held for ultimate sale or lease, or which
has been or will be supplied under contracts of service, or which are raw materials, work
in process, or materials used or consumed in the Borrower’s business, excluding all of the
following Inventory:




	 	(a)	 	covered by documents of title, instruments, or chattel paper
when these documents, instruments and paper are not owned and held by the
Borrower or are subject to competing Liens;
	 
	 	(b)	 	intended to be sold outside of the ordinary course of business;
	 
	 	(c)	 	consigned, sold or leased to others or held on consignment or lease from others or
subject to a bailment;
	 
	 	(d)	 	subject to a competing Lien, other than a Permitted Lien;
	 
	 	(e)	 	paid for in advance with progress payments or any other sums to the Borrower in
anticipation of the sale and delivery of Inventory;
	 
	 	(f)	 	that is obsolete or not salable in the ordinary course of business; and
	 
	 	(g)	 	that the Lender, in its good faith discretion, disqualifies as
Eligible Inventory, exercised in its reasonable business judgment with respect
to which the Lender has provided at least two (2) Business Days prior written
notice to the Borrower.




 









 












In the event that Inventory which was previously Eligible Inventory ceases to be Eligible
Inventory hereunder, the Borrower shall exclude such Inventory from Eligible Inventory on,
and at the time of submission to the Lender of, the next Borrowing Base Certificate.




“Environment” means all indoor or outdoor air, surface water, groundwater, surface
or subsurface land, including all fish, wildlife, biota and all other natural resources.




“Environmental Laws” means all federal, state, local, and foreign laws and
regulations relating to pollution or protection of human health or the Environment,
including without limitation, laws relating to Releases or threatened Releases of Hazardous
Materials or otherwise relating to the manufacture, processing, distribution, use,
treatment, storage, transport or handling of Hazardous Materials.




“Excess Cash Flow Payment” has the meaning specified in Section 2.04(b).




“Financial Statements” has the meaning specified in Section 5.01(c)(i).




“Fixed Charge Coverage Ratio” means, as of the last day of any period of twelve
consecutive months, the ratio of (i) EBITDA, in each case for such period, divided by (ii)
the sum of (the Current Portion of Long Term Debt + Interest Expense + Dividends +
Distributions + Tax Distributions + Maintenance Capital Expenditures), in each case for
such period.




“Governmental Authority” means and includes any and all courts, boards, agencies,
commissions, or authorities of any nature whatsoever for any governmental unit (federal,
state, county, district, municipality, city, or otherwise) in existence at the time of
determination.




“Guarantor” means US BioEnergy Corporation, a South Dakota corporation.




“Hazardous Material” means all petroleum and petroleum products (including crude
oil or any fraction thereof), asbestos or asbestos containing materials, and all other
materials, chemicals or substances which are regulated by, form the basis of liability
under or are defined as hazardous, extremely hazardous, toxic or words of similar import,
including materials listed in 49 C.F.R. Section 172.101 and materials regulated under or
defined as hazardous pursuant to any of the following: the Comprehensive Environmental
Response, Compensation, and Liability Act, 42 U.S.C. Section 9601 et seq.; the Federal
Water Pollution Control Act, 33 U.S.C. Section 1251 et seq.; the Clean Air Act, 42 U.S.C.
Section 7401 et seq.; the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq.; the
Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. Section 11001 et
seq.; the Safe Drinking Water Act, 42 U.S.C. Section 300(f) et seq.; the Hazardous
Materials Transportation Act, 49 U.S.C. Section 1801 et seq.; the Federal Insecticide,
Fungicide and Rodenticide Act 7 U.S.C. Section 136 et seq.; the Resource Conservation and
Recovery Act of 1976, 42 U.S.C. Section 6901 et seq.; the Toxic Substances Control Act, 15
U.S.C. Section 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. Section 2701 et seq.



 









 






“Incentive Payments” means any and all federal or state governmental subsidies,
payments, transfers or other benefits, whether now or hereafter established, received, or
scheduled to be received within thirty (30) days, by the Borrower.




“Income Taxes” means applicable federal, state, local or foreign income tax
including any interest, penalty, or addition thereto, whether disputed or not.




“Lien” means any mortgage, pledge, hypothecation, collateral assignment,
encumbrance, lien (statutory or other) or other security interest of any kind, or any
preference, priority or other security agreement (including any conditional sale or other
title retention agreement and any capital lease having substantially the same economic
effect as any of the foregoing)




“Long Term Marketing Agreement” means any contract, agreement or understanding of
the Borrower having a marketing term of one year or more relating to the sale of any raw
materials, Inventory, products or by-products of the Borrower, and involving gross sales by
the Borrower in excess of One Million and No/100 Dollars ($1,000,000.00) annually.




“Material Adverse Effect” means : (a) a material adverse effect upon the validity
or enforceability of any Loan Document or any material term or condition contained therein;
(b) a material and adverse effect on the condition (financial or otherwise), business
assets, operations, or property of the Borrower and its Subsidiaries taken as a whole; or
(c) material impairment on the ability of the Borrower to perform its obligations under the
Loan Documents.




“Maximum Excess Cash Flow Payment” has the meaning specified in Section 2.04(b).




“Net Income” means net income of the Borrower and its Subsidiaries as determined in
accordance with GAAP.




“Net Worth” means, with respect to the Borrower and its Subsidiaries, the excess of
total assets over total liabilities except subordinated Debt, total assets and total
liabilities each to be determined in accordance with GAAP consistent with those applied in
the preparation of the Financial Statements referred to in Section 5.01(c) for the
Borrower.




“Owner’s Equity” means the Net Worth divided by total assets of the Borrower and
its Subsidiaries, measured initially at the end of the first twelve (12) months after the
Completion Date, maintained thereafter, and expressed as a percentage.




“Permitted Liens” has the meaning specified in Section 5.02(a).




“Reinvestment Distributions” has the meaning specified in Section 5.02(b).



 









 






“Release” means any spilling, leaking, pumping, pouring, emitting, emptying,
discharging, injecting, escaping, leaching, dumping, or disposing of Hazardous Material
into the Environment.




“Senior Officer” means any of Borrower’s Chief Executive Officer, Chief Financial
Officer, President, Treasurer, or any Vice President.




“Subsidiary” as to any Person, means any corporation or other entity in which more
than 50% of all equity interests is owned directly or indirectly by such Person. Unless
otherwise qualified herein, all references to a “Subsidiary” or “Subsidiaries” in this
Agreement shall refer to a Subsidiary or Subsidiaries of Borrower.



     (b) Section 2.04(b): Section 2.04(b) of the MLA is hereby amended and restated in its
entirety to read as follows:




Excess Cash Flow. In addition to all other payments of principal and
interest required under this Agreement, at the end of the first full fiscal quarter
following the Conversion Date, and continuing each fiscal quarter thereafter until
the Maturity Date, Borrower shall remit to Lender within five (5) days of delivery
of the Financial Statements used to calculate the applicable Excess Cash Flow, an
amount equal to one hundred percent (100%) of Borrower’s Excess Cash Flow,
calculated based upon, with respect to the first three fiscal quarters of each
fiscal year of Borrower, that fiscal quarter’s interim Financial Statements, on or
before sixty (60) days after the end of each such fiscal quarter of Borrower and,
with respect to the fourth fiscal quarter of Borrower, the annual Financial
Statements of Borrower required to be delivered pursuant to Section 5.01(c)(i), on
or before one hundred and twenty (120) days after the end of each fiscal year of
Borrower (the “Excess Cash Flow Payment”), provided however, that the total Excess
Cash Flow Payments required hereunder shall not exceed One Million Two Hundred Fifty
Thousand and No/100 Dollars ($1,250,000.00) in any fiscal quarter or Five Million
and No/100 Dollars ($5,000,000.00) in any fiscal year (the “Maximum Excess Cash Flow
Payment”). One hundred percent (100%) of the Excess Cash Flow Payment shall be
applied to the reduction of the outstanding principal balance of the Term Loan in
the inverse order of maturity. The Excess Cash Flow Payment shall be re-calculated
annually based upon fiscal year-end Financial Statements required by
Section 5.01(c)(i). If any such recalculation evidences an underpayment by Borrower
for such fiscal year, then any time after the annual Financial Statements are
required to be delivered pursuant to Section 5.01(c)(i), the Borrower shall within
thirty (30) days of Lender’s request remit to Lender any additional amounts,
resulting from such underpayment, to Lender under this Section in an amount not to
exceed the Maximum Excess Cash Flow Payment. If any such recalculation by Borrower
or Lender evidences an overpayment by Borrower for such fiscal year, Borrower may
reduce its next Excess Cash Flow Payment due by the amount of such overpayment until
the entire overpayment is applied. Any Excess Cash Flow Payment or any other
payment from Excess Cash Flow shall not constitute a prepayment with respect to



 









 







which a prepayment fee under Section 2.09 is required to be paid. Notwithstanding
the foregoing, the requirement to make an Excess Cash Flow Payment for any fiscal
quarter shall not apply if Borrower’s Owner’s Equity is greater than or equal to
sixty percent (60%), but will be reinstated if Owner’s Equity falls below sixty
percent (60%), in each case measured for such fiscal quarter or year end, as the
case may be.



     (c) Sections 2.05 and 5.01(f): Sections 2.05 and 5.01(f) of the MLA are hereby
amended by substituting the words “Owner’s Equity” in place of each reference to “Tangible Owner’s
Equity” therein.



     (d) Section 5.01(c): Section 5.01(c) of the MLA is hereby amended and restated in its
entirety to read as follows:




Reporting Requirements. Furnish to Lender:




(i) beginning with the first fiscal year end following the Completion Date, as soon
as available, but in no event later than one hundred twenty (120) days after the
end of each fiscal year of the Borrower occurring after the Conversion Date and
during the term hereof, a copy of reviewed (unaudited) financial statements
(including balance sheet, statements of income and cash flows and, if any,
accompanying notes thereto (the “Financial Statements”)), for such fiscal year for
the Borrower, which Financial Statements shall be prepared by McGladrey & Pullen,
LLP or another accounting firm reasonably acceptable to the Agent. Such Financial
Statements shall be accompanied by a Compliance Certificate, calculated as of the
last day of the fiscal period set forth in such Financial Statements;




(ii) beginning with the first fiscal quarter end following the Completion Date, as
soon as available, but in no event later than sixty (60) days after the end of each
of the first three fiscal quarters of each fiscal year of Borrower occurring after
the Conversion Date and during the term hereof, a copy of unaudited quarterly
consolidated Financial Statements of the Borrower, in each case prepared in
accordance with GAAP in all material respects (except for the omission of footnotes
and for the effect of normal year-end audit adjustments). Such Financial
Statements shall be prepared in comparative form, including a comparison of actual
performance to the budget for such quarter and year-to-date;




(iii) promptly upon Lender’s request therefor, copies of all reports and notices
which the Borrower or any Subsidiary files under ERISA with the Internal Revenue
Service or the Pension Benefit Guaranty Corporation or the U.S. Department of Labor
or which the Borrower or any Subsidiary receives from the Pension Benefit Guaranty
Corporation or the U.S. Department of Labor;




(iv) notwithstanding anything to the contrary set forth in the foregoing
Section 5.01(c)(iii), within thirty (30) days after a Senior Officer of the
Borrower



 









 







becomes aware of the occurrence of any Reportable Event (as defined in Section 4043
of ERISA) applicable to the Borrower or any Subsidiary, a statement describing such
Reportable Event and the actions Borrower proposes to take in response to such
Reportable Event;




(v) following the Completion Date, by November 1 of each fiscal year of the
Borrower, an annual (presented on a quarterly basis) operating and capital assets
budget of the Borrower for the immediately succeeding fiscal year;




(vi) following the Completion Date, as soon as available but in no event later than
forty-five (45) days after the end of each month, production reports for the
immediately preceding calendar month setting forth corn inputs, ethanol output,
DDGS and carbon dioxide output, and natural gas usage, together with such
additional production information as reasonably requested by Lender;




(vii) promptly, and in any event within then (10) Business Days after any Senior
Officer of the Borrower obtains knowledge of the occurrence of an Event of Default
or a Default that is continuing, notice of such Event of Default or Default;




(viii) promptly after the receipt thereof, a copy of any management letters or
written reports submitted to Borrower by its independent certified public
accountants with respect to the business, financial condition or operation of the
Borrower;




(ix) promptly after the receipt thereof, a copy of any notice of default under any
Long-Term Marketing Agreement;




(x) promptly after transmittal or filing thereof by Borrower or the Guarantor,
copies of all proxy statements, notices and reports sent to its members or
shareholders and copies of all registration statements (without exhibits) and all
reports which it files with the Securities and Exchange Commission (or any
governmental body or agency succeeding to the functions of the Securities and
Exchange Commission); provided that, for purposes of this Section 5.01(c)(x),
notice of the filing with the Securities and Exchange Commission shall constitute
delivery of such proxy statements, registration statements, notices or reports;




(xi) promptly after request therefor, such other information respecting the
condition or operations, financial or otherwise, of Borrower or any Subsidiary as
Lender may from time to time reasonably request;




(xii) promptly, and in any event within ten (10) Business Days after the
commencement thereof, notice of the commencement of any action, suit, or proceeding
brought or initiated against the Borrower or any of its Subsidiaries before any
court, arbitrator, or Governmental Authority which could reasonably be expected to
have a Material Adverse Effect;



 









 






(xiii) without limiting the provisions of Section 5.01(c)(xii) above, promptly and
in any event within ten (10) Business Days after receipt thereof, notice of the
receipt of all pleadings, orders, complaints, indictments, or any other
communication alleging liability under, or a violation of, any applicable
Environmental Law where such liability or violation could reasonably be expected to
have a Material Adverse Effect;




(xiv) promptly after filing, receipt or becoming aware thereof, copies of any
filings or communications sent to and notices or other communications received by
the Borrower or any of its Subsidiaries from any Governmental Authority relating to
any material noncompliance by Borrower or any of its Subsidiaries with any laws or
with respect to any matter or proceeding the effect of which could reasonably be
expected to have a Material Adverse Effect;




(xv) promptly after a Senior Officer of the Borrower becomes aware thereof, notice
of any development or event which has had or could reasonably be expected to have a
Material Adverse Effect;




(xvi) beginning with the fourth month after the Completion Date, the Borrower will
furnish to Lender as soon as available and in any event within forty-five (45) days
after the end of each month (or at such other times or with such greater frequency
as is reasonably requested by Lender), a duly completed Borrowing Base
Certificate, setting forth the Borrowing Base as of the last day of such month,
certified by the appropriate authorized Senior Officer; and




(xvii) beginning with the end of the first fiscal quarter after the Completion
Date, the Borrower will furnish to Lender as soon as available and in any event
within forty-five (45) days after the end of each fiscal quarter (or at such other
times or with such greater frequency as is reasonably requested by Lender), a
certificate stating the principal amount of: (a) each loan made by the Borrower to
any Affiliated Borrower or other Affiliate or Subsidiary of the Borrower, (b) each
loan made to Borrower by any Affiliated Borrower or other Affiliate or Subsidiary
of the Borrower, and (c) each account receivable or account payable of the Borrower
to each Affiliated Borrower or other Affiliate or Subsidiary of the Borrower.



     (e) Section 5.01(e): Section 5.01(e) of the MLA is hereby amended by substituting
the words “Net Worth” in place of each reference to “Tangible Net Worth” therein.



     (f) Section 5.02(b): Section 5.02(b) of the MLA is hereby amended and restated in its
entirety to read as follows:




Distributions, etc. Declare or pay any dividends, purchase or otherwise
acquire for value any of its membership interests or units now or hereafter
outstanding, or make any distribution of assets to its interest holders, members or
general



 









 








partners as such, or permit any Subsidiary to purchase or otherwise acquire for
value any stock, membership interest or partnership interest of Borrower, provided,
however, Borrower and the Subsidiaries may: (i) declare and pay dividends and
distributions payable in membership interests or units or equity interests
(including options or warrants), (ii) purchase or otherwise acquire shares of the
membership interests or units or equity interests of Borrower or the Subsidiaries
with the proceeds received from the issuance of new membership interests or units
or equity interests (including options or warrants), (iii) Borrower may declare and
pay aggregate cash dividends and distributions during such fiscal year in an amount
not to exceed the amount necessary for the member of Borrower to pay when due
(including any payment of estimated taxes) Income Taxes on such member’s allocable
share of the taxable income of Borrower for such taxable year or fiscal year, as
applicable (“Tax Distributions”), (iv) purchase, redeem or otherwise acquire
membership interests or units of Borrower or equity interests (including options or
warrants) of the Subsidiaries or declare and pay dividends or distributions in an
amount not to exceed, in the aggregate, forty percent (40%) of the cumulative Net
Income of Borrower and its Subsidiaries after the Completion Date minus the
cumulative amount of all such payments made pursuant to this Section 5.02(b), (iv)
prior to the date of the payment then being made (“Allowed Distributions”), (v) pay
dividends or distributions which are immediately reinvested in Borrower
(“Reinvestment Distributions”); (vi) complete the transactions reflected on
Schedule 4.01(a), (vii) after payment of the Excess Cash Flow Payment required by
Section 2.04(b), if any, pay additional distributions in an amount reasonably
acceptable to Lender (“Excess Distributions”), and (viii) purchase the membership
interests of Borrower or options or warrants with respect thereto from officers,
directors or employees of Borrower upon the death, disability or termination of
employment of such officer, director or employee; or



     (g) Section 5.02(c): Section 5.02(c) of the MLA is hereby amended and restated in its
entirety to read as follows:




Capital Expenditures. Except for costs identified in the Project Sources
and Uses Statement, make Capital Expenditures in fixed assets in an aggregate
amount in excess of Two Million and No/100 Dollars ($2,000,000.00) during any
fiscal year during the term of this Agreement.


2. Conditions to Effectiveness of this Amendment. This Amendment shall become effective as
of the date hereof upon the satisfaction of the conditions precedent that Lender shall have
received, on or before the date hereof, executed counterparts of this Amendment, duly executed by
each of the parties hereto, and an executed Consent and Reaffirmation of Guaranty in the form
attached hereto as Exhibit A, duly executed by the Guarantor.



3. Representations and Warranties. Borrower hereby represents to Lender that, after giving
effect to this Amendment:




 









 








     (a) All of the representations and warranties of Borrower contained in the MLA and in each
other Loan Document are true and correct in all material respects as though made on and as of the
date hereof.



     (b) As the date hereof, except as otherwise specifically stated herein, no Event of Default
has occurred and is continuing.



4. Miscellaneous.




     (a) Effect; Ratification. The amendments set forth herein are effective solely for
the purposes set forth herein and shall be limited precisely as written, and shall not be deemed to
(i) be a consent to, or an acknowledgment of, any amendment, waiver or modification of any other
term or condition of the Loan Agreement or (ii) prejudice any right or remedy which Lender may now
have or may have in the future under or in connection with the Loan Agreement, as amended hereby,
or any other instrument or agreement referred to therein. Each reference in the MLA to “this
Agreement,” “herein,” “hereof” and words of alike import and each reference in the other Loan
Documents to the “MLA” or the “Master Loan Agreement” shall mean the MLA, as amended hereby.



     (b) Loan Documents. This Amendment is a Loan Document executed pursuant to the MLA
and shall be construed, administered and applied in accordance with the terms and provisions
thereof.



     (c) Counterparts. This Amendment may be executed in any number of counterparts, each
such counterpart constituting an original and all of which when taken together shall constitute one
and the same instrument.



     (d) Severability. Any provision contained in this Amendment which is held to be
inoperative, unenforceable or invalid in any jurisdiction shall, as to that jurisdiction, be
inoperative, unenforceable or invalid without affecting the remaining provisions of this Amendment
in that jurisdiction or the operation, enforceability or validity of such provision in any other
jurisdiction.



     (e) GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF MINNESOTA.



     (f) WAIVER OF JURY TRIAL. THE BORROWER AND THE LENDER HEREBY IRREVOCABLY WAIVE ALL
RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO ANY
LOAN DOCUMENT TO WHICH IT IS A PARTY OR ANY INSTRUMENT OR DOCUMENT DELIVERED THEREUNDER.



{SIGNATURE PAGE FOLLOWS}




 









 








SIGNATURE PAGE TO




AMENDMENT NO. 2 TO

MASTER LOAN AGREEMENT




BY AND BETWEEN

US BIO WOODBURY, LLC

AND

AGSTAR FINANCIAL SERVICES, PCA




DATED: October 19, 2007




     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered
by their respective duly authorized officers as of the date first written above.



	 	 	 	 	 
	BORROWER:	 	 
	 
	 	 	 	 
	US BIO WOODBURY, LLC,

a Michigan limited liability company	 	 
	 
	 	 	 	 
	By:

	 	/s/ Kelly S. Langley
 

      Kelly S. Langley
	 	 
	 

	 	      Its: Treasurer	 	 
	 
	 	 	 	 
	LENDER:	 	 
	 
	 	 	 	 
	AGSTAR FINANCIAL SERVICES, PCA,

a United States corporation	 	 
	 
	 	 	 	 
	By:

	 	/s/ Mark Schmidt
 

      Mark Schmidt

      Its: Vice President
	 	 






 









 





EXHIBIT A




CONSENT AND REAFFIRMATION OF GUARANTY




     The undersigned, US BioEnergy Corporation, hereby:



     (i) consents to the modifications set forth in: (a) that certain Amendment No. 2 to Master
Loan Agreement effective as of October 19, 2007; (b) that certain Amendment No. 1 to the Amended
and Restated Second Supplement to the Master Loan Agreement effective as of October 19, 2007; (c)
that certain Amendment No. 1 to Third Supplement to the Master Loan Agreement effective as of
October 19, 2007; (d) that certain Allonge to the Term Note effective as of October 19, 2007; (e)
that certain Amendment No. 1 to Fourth Supplement to the Master Loan Agreement effective as of
October 19, 2007; and (f) that certain Allonge to the Term Revolving Note effective as of October
19, 2007; and



     (ii) reaffirms the guaranty of the undersigned, as set forth in that certain Continuing
Guaranty made as of November 15, 2005, by the undersigned for the benefit of Lender, is and shall
remain in full force and effect.



	 	 	 	 	 
	 	US BIOENERGY CORPORATION

 	 
	 	By:  	/s/ Kelly S. Langley
 	 
	 	Name:  	 	Kelly S. Langley 	 
	 	Its:  Treasurer