exv10w14



 





Exhibit 10.14




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 ALBERT CITY, LLC, an Iowa 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 Buena Vista
County, Iowa, 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, and by that certain Amended and Restated Master Loan Agreement dated as of February 26, 2007)
(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 Amended and Restated First
Supplement to Master Loan Agreement dated as of July 31, 2006, by that certain Amended and Restated
First Supplement to the Master Loan Agreement (Construction Loan) dated as of January 24, 2006, and
by that certain Second Amended and Restated First Supplement to the Amended and Restated Master
Loan Agreement (Construction Loan) dated as of February 26, 2007) (as amended, the “First
Supplement”); Second Supplement to the Master Loan Agreement (Revolving Loan) dated as of November
15, 2005 (the “Second Supplement”); Third Supplement to the Master Loan Agreement (Term Loan) dated
as of February 26, 2007 (the “Third Supplement”); and Fourth Supplement to the Master Loan
Agreement (Term Revolving Loan) dated as of February 26, 2007 (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 ALBERT CITY, 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 ALBERT CITY, LLC,

an Iowa 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. 1 to Amended
And Restated Master Loan Agreement effective as of October 19, 2007; (b) that certain Amendment No.
1 to 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 Amended and
Restated Continuing Guaranty made as of February 26, 2007, 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