First Amendment to Credit Agreement



 Exhibit 10.2 
 EXECUTION VERSION 
 FIRST AMENDMENT TO 
 CREDIT AGREEMENT 
 This FIRST
AMENDMENT TO CREDIT AGREEMENT, dated as of May 23, 2006 (this “Amendment” ), is by and among ASA OPCO HOLDINGS, LLC, a Delaware limited liability company (“ASA Holdings” ), ASA ALBION, LLC, a Delaware
limited liability company (“Albion”), ASA BLOOMINGBURG, LLC, a Delaware limited liability company (“Bloomingburg”), and ASA LINDEN, LLC, a Delaware limited liability company (“Linden” and, together
with ASA Holdings, Albion and Bloomingburg, the “Borrowers”), ASA Holdings, as Borrowers’ Agent, each of the Lenders party hereto and WESTLB AG, New York Branch, as Administrative Agent for the Lenders. 
 WHEREAS, pursuant to the Credit Agreement, dated as of February 6, 2006 (as amended, restated, supplemented or otherwise modified from time to time,
the “Credit Agreement”), among the Borrowers, the Borrowers’ Agent, each of the Lenders from time to time party thereto, the Administrative Agent, First National Bank of Omaha, as Collateral Agent for the Senior Secured
Parties, First National Bank of Omaha, as Accounts Bank, WestLB AG, New York Branch, as Co-Syndication Agent, Lead Arranger, and Sole Lead Bookrunner, First National Bank of Omaha and Standard Chartered Bank, as Co-Syndication Agents and Lead
Arrangers and CIT Capital USA INC. and ING Capital LLC, as Co-Documentation Agents and Lead Arrangers, the Lenders agreed to make a credit facility available to the Borrowers, subject to the terms and conditions set forth therein; 
 WHEREAS, the Borrowers have requested that the Required Lenders consent to an amendment of the definition of “Change of Control” set forth in
the Credit Agreement in the manner set forth herein; 
 NOW, THEREFORE, in consideration of the premises and the mutual covenants contained
in the Credit Agreement and herein, and other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 
 1. Definitions. Capitalized terms used but not otherwise defined herein shall have the same meanings assigned to them in the Credit Agreement.

 2. Amendment to the Credit Agreement. Clause (iv) of the definition of “Change of Control” set forth in
Section 1.01 (Defined Terms) of the Credit Agreement is hereby deleted in its entirety and replaced with the following: 
 “...(iv) prior to the Conversion Date, Fagen fails to own at least 2.6377% of all Equity Interests (including all classes) in ASA Biofuels.” 







 3. Conditions to Effectiveness. This Amendment shall become effective upon the execution of a
counterpart hereof by each of the Borrowers, the Borrowers’ Agent, the Required Lenders and the Administrative Agent. 
 4.
Ratification; No Waiver; Etc. Except as expressly amended hereby, the Credit Agreement and all documents, instruments, and agreements related thereto are hereby ratified and confirmed in all respects and shall continue in full force and
effect. The execution, delivery, and effectiveness of this Amendment shall not operate as a waiver of any right, power, or remedy of any of the Lenders under the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement. The
Credit Agreement shall, together with this Amendment, be read and construed as a single agreement. All references in the Credit Agreement, and any related documents, instruments and agreements shall hereafter refer to the Credit Agreement as amended
hereby. 
 5. Authority; Etc. The execution and delivery by each of the Borrowers and the Borrowers’ Agent of this Amendment and
the performance by each of the Borrowers and the Borrowers’ Agent of all of its agreements and obligations under the Credit Agreement as amended hereby are within the organizational authority of each of them and have been duly authorized by all
necessary organizational action on the part of each Borrower and the Borrowers’ Agent. 
 6. Miscellaneous. 
 (a) THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA. 

 (b) Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this
Amendment or the Credit Agreement for any other purpose or be given any substantive effect. 
 (c) This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all of which counterparts together shall constitute but one and the same instrument.

 (d) Delivery of an executed counterpart of a signature page of this Amendment by telecopy or portable document format (“pdf”)
shall be effective as delivery of a manually executed counterpart of this Amendment. 
 [The remainder of this page was left blank
intentionally.] 
  

 2 








 IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to Credit Agreement to be
executed by their respective officers as of the day and year first above written. 
  

			
	 ASA OPCO HOLDINGS, LLC,
 as Borrower


		
	By:	 	 /s/ Michael A. Slaney

	Name:	 	Michael A. Slaney
	Title:	 	Chief Operating Officer
	
	 ASA ALBION, LLC,
 as
Borrower

		
	By:	 	 /s/ Michael A. Slaney

	Name:	 	Michael A. Slaney
	Title:	 	Chief Operating Officer
	
	 ASA BLOOMINGBURG, LLC,
 as Borrower


		
	By:	 	 /s/ Michael A. Slaney

	Name:	 	Michael A. Slaney
	Title:	 	Chief Operating Officer
	
	 ASA LINDEN, LLC,
 as
Borrower

		
	By:	 	 /s/ Michael A. Slaney

	Name:	 	Michael A. Slaney
	Title:	 	Chief Operating Officer


  

 First Amendment to Credit Agreement 









			
	 ASA OPCO HOLDINGS, LLC,
 as
Borrowers’ Agent

		
	By:	 	 /s/ Michael A. Slaney

	Name:	 	Michael A. Slaney
	Title:	 	Chief Operating Officer


  

 First Amendment to Credit Agreement 









			
	 WESTLB AG, NEW YORK BRANCH,
 as Lender


		
	By:	 	 /s/ DUNCAN ROBERTSON

	Name:	 	DUNCAN ROBERTSON
	Title:	 	EXECUTIVE DIRECTOR
		
	By:	 	 /s/ JAMES D. MCPARTLAN

	Name:	 	JAMES D. MCPARTLAN
	Title:	 	MANAGING DIRECTOR
	
	Acknowledged by:
	
	 WESTLB AG, NEW YORK BRANCH,
 as
Administrative Agent

		
	By:	 	 /s/ DUNCAN ROBERTSON

	Name:	 	DUNCAN ROBERTSON
	Title:	 	EXECUTIVE DIRECTOR
		
	By:	 	 /s/ JAMES D. MCPARTLAN

	Name:	 	JAMES D. MCPARTLAN
	Title:	 	MANAGING DIRECTOR


  

 First Amendment to Credit Agreement 









			
	 FIRST NATIONAL BANK OF OMAHA,
 as
Lender

		
	By:	 	 /s/ MARK A. BARATTA

	Name:	 	MARK A. BARATTA
	Title:	 	VICE PRESIDENT


  

 First Amendment to Credit Agreement 









			
	STANDARD CHARTERED BANK,
	as Lender
		
	By:	 	 /s/ ANDREW Y. NG

	Name:	 	ANDREW Y. NG
	Title:	 	 VICE PRESIDENT
 STANDARD CHARTERED BANK
NY

		
	By:	 	 /s/ NADA ELREEDY

	Name:	 	NADA ELREEDY
	Title:	 	 SENIOR VICE PRESIDENT
 PROJECT FINANCE
AMERICAS



  

 First Amendment to Credit Agreement 









			
	 ING CAPITAL LLC,
 as
Lender

		
	By:	 	 /s/ Daniel W. Lamprecht

	Name:	 	Daniel W. Lamprecht
	Title:	 	Managing Director


  

 First Amendment to Credit Agreement 









			
	 SCOTIABANC INC.,
 as
Lender

		
	By:	 	 /s/ William E. Zarrett

	Name:	 	William E. Zarrett
	Title:	 	Managing Director


  

 First Amendment to Credit Agreement 









			
	 GREENSTONE FARM CREDIT SERVICES,
 ACA/FLCA, as Lender

		
	By:	 	 /s/ Ben Mahlich

	Name:	 	Ben Mahlich
	Title:	 	AVP/Lending Officer


  

 First Amendment to Credit Agreement 









			
	 BANK MIDWEST, N.A.,
 as
Lender

		
	By:	 	 /s/ DAVID L. RAMBO

	Name:	 	DAVID L. RAMBO
	Title:	 	 SENIOR VICE PRESIDENT
 COMMERCIAL
LENDING



  

 First Amendment to Credit Agreement 









			
	BANCO BILBAO VIZCAYA ARGENTARIA S.A., as Lender
		
	By:	 	 /s/ Hector Villegas

	Name:	 	Hector Villegas
	Title:	 	Vice President
		
	By:	 	 /s/ Maite Vizan

	Name:	 	Maite Vizan
	Title:	 	Vice President


  

 First Amendment to Credit Agreement 









			
	 1ST FARM CREDIT SERVICES,
FLCA,
 as Lender

		
	By:	 	 /s/ Dale A. Richardson

	Name:	 	Dale A. Richardson
	Title:	 	VP-Capital Markets


  

 First Amendment to Credit Agreement 









			
	 NATEXIS BANQUES POPULAIRES,
 as Lender


		
	By:	 	 /s/ Pierre Audrain

	Name:	 	Pierre Audrain
	Title:	 	Vice President
		
	By:	 	 /s/ Robert Park

	Name:	 	Robert Park
	Title:	 	Associate


  

 First Amendment to Credit Agreement 









			
	AMARILLO NATIONAL BANK,
	as Lender
		
	By:	 	 /s/ Craig L. Sanders

	Name:	 	Craig L. Sanders
	Title:	 	Executive Vice President
		
	By:	 	 /s/ J. Mark Fields

	Name:	 	J. Mark Fields
	Title:	 	Vice President


  

 First Amendment to Credit Agreement 









			
	INVESTEC BANK (UK) LIMITED,
	as Lender
		
	By:	 	 /s/ IAN WOHLMAN

	Name:	 	IAN WOHLMAN
	Title:	 	HEAD OF CREDIT, INVESTEC BANK (UK) LTD
		
	By:	 	 /s/ DAVID VAN DER WALT

	Name:	 	DAVID VAN DER WALT
	Title:	 	HEAD OF TREASURY AND SPECIALIST FINANCE, INVESTEC BANK (UK) LTD


  

 First Amendment to Credit Agreement