exv10w16



 





Exhibit 10.16




AMENDMENT NO. 2

TO

AMENDED AND RESTATED SECOND SUPPLEMENT

TO THE MASTER LOAN AGREEMENT

(REVOLVING LOAN)




     This Amendment No. 2 to Amended and Restated Second Supplement to the Master Loan Agreement
(Revolving Loan) is effective as of November 1, 2007 (the “Second Amendment”), is by and between US
BIO WOODBURY, LLC, a Michigan limited liability company (the “Borrower”) and AGSTAR FINANCIAL
SERVICES, PCA (the “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 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. On October 19, 2007, the Borrower and Lender entered into that certain Amendment No. 1 to
Amended and Restated Second Supplement to the Master Loan Agreement (Revolving Loan) amending
certain provisions of the Second Supplement.



     C. Borrower has requested Lender extend the maturity date of the Revolving Loan and Lender has
agreed to such extension upon the terms and conditions set forth herein.



     D. 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. Modification of Second Supplement. Notwithstanding any of the provisions of the
MLA and the Second Supplement, the Second Supplement is amended as follows:




	 	a.	 	Section #2 of the Second Supplement is hereby amended and restated to read as
follows:
	 
	 	 	 	“Revolving Loan Commitment. On the terms and conditions set forth
in the MLA and this Second Supplement, Lender agrees to make one or more
advances (collectively, the “Revolving Loan”) to the Borrower, during the
period beginning on the effective date of this Second Amendment and ending
on the Business Day immediately preceding the Maturity Date (as hereinafter
defined in Section 2 of the Second Supplement) (the “Termination Date”), in
an aggregate principal amount outstanding at any one time not to exceed
$3,500,000.00 (the “Revolving Loan Commitment”) provided, however, that at
no time shall the Outstanding Revolving Advance exceed the Borrowing Base.
The Revolving Loan Commitment shall expire at 12:00 noon Central time on
October 29, 2008 (the “Revolving Loan Maturity Date”). Subject to Section 7
of the Second Supplement, under the Revolving Loan Commitment amounts
borrowed and repaid or prepaid may be reborrowed at any time prior to and
including the Termination Date.”





     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 the Allonge to Amended and Restated Revolving Note dated
November 1, 2006 of even date herewith executed by the Borrower.



     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 “Second Supplement” shall mean the Second Supplement, as amended
hereby.



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     (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}




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SIGNATURE PAGE TO

AMENDMENT NO. 2 TO

AMENDED AND RESTATED SECOND SUPPLEMENT TO THE MASTER LOAN AGREEMENT

(REVOLVING LOAN)

BY AND BETWEEN

US BIO WOODBURY, LLC

AND

AGSTAR FINANCIAL SERVICES, PCA

DATED: November 1, 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	 	 







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