exv10w2



 





Exhibit 10.2




AMENDMENT NO. 1 TO

FOURTH SUPPLEMENT TO THE MASTER LOAN AGREEMENT

(TERM REVOLVING LOAN)




     This Amendment No. 1 to Fourth Supplement to the Master Loan Agreement (this “Amendment”) is
effective as of October 19, 2007, 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) (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) (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 herby agree as follows:



     1. Amendment to Fourth Supplement. Section 11 of the Fourth Supplement is hereby deleted
in its entirety.



     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 Loan Agreement and
in other Loan Document to the “Fourth Supplement” shall mean the Fourth Supplement, 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. 1 TO

FOURTH SUPPLEMENT TO THE 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 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