Exhibit 10.1


 


AMENDMENT TO


AMENDED AND RESTATED LOAN AGREEMENT


(NORTHERN LIGHTS ETHANOL, LLC)


 


U.S.
BANK NATIONAL ASSOCIATION (“Lender”), and NORTHERN LIGHTS ETHANOL, LLC, a South
Dakota limited liability company (“Borrower”), by this Amendment to Amended and
Restated Loan Agreement (this “Amendment”), hereby agree to amend the terms of
the “Amended and Restated Loan Agreement” dated the 28th day of August, 2006,
(the “Loan Agreement” or “this Agreement”) as follows:


 


WHEREAS, Borrower desires to borrow $4,300,000.00 from Lender to construct
additional grain storage and handling equipment upon Borrower’s property (the “2007
Grain Bin Loan”). The 2007 Grain Bin Loan will be evidenced in part by a
Promissory Note (the “2007 Grain Bin Note”) and a Mortgage, Security Agreement,
Assignment of Leases and Rents and Fixture Financing Statement (Construction
Mortgage) (the “2007 Grain Bin Mortgage”), each dated September 21, 2007.


 


WHEREAS, Borrower also desires to borrow up to $9,000,000.00 from Lender on a
revolving basis to use in Borrower’s ethanol production business (the “2007
Revolving Loan”). The 2007 Revolving Loan will be evidenced in part by a
Promissory Note (the “2007 Revolving Note”) and a Mortgage, Security Agreement,
Fixture Filing and Assignment of Rents (the “2007 Revolving Mortgage”).


 


WHEREAS, Borrower and Lender desire that the terms of die above Loan Documents
be supplemented by certain terms and conditions of the Loan Agreement.


 


NOW THEREFORE, the Loan Agreement is amended as follows:


 


Amendment Section 1. The terms of the Loan Agreement apply to the
2007 Grain Bin Loan and 2007 Revolving Loan, except Articles II and III and the
Construction Loan Addendum.


 


Amendment Section 2. The definitions of “Loan”, “Loan Documents,”
“Mortgage” and “Note” in Section 1.1 of the Loan Agreement are amended by
addition of the following language to each definition, respectively.


 


“Loan”:
The definition of “Loan” contained in Section 1.1 of the Loan Agreement is
deleted in its entirety and replaced with the following:


 


 

















 


“Loan”:
Collectively, the remaining obligations under the Original Loan as evidenced in
part by $15,800,000.00, $3,900,000.00 and $8,000,000.00 Promissory Notes
referenced in the Recitals, the remaining obligations under the Expansion Loan,
and the obligations under the 2007 Grain Bin Note and 2007 Revolving Note.


 


“Loan
Documents”: The term “Loan Documents” also includes the 2007 Grain Bin
Note, 2007 Grain Bin Mortgage, 2007 Revolving Note and 2007 Revolving Mortgage.



 


“Mortgage”:
The term “Mortgage” also includes the 2007 Grain Bin Mortgage and 2007
Revolving Mortgage.


 


“Note”:
The term “Note” also includes the 2007 Grain Bin Note and the 2007 Revolving
Note.


 


Amendment Section 3. The definition of “Working Capital”
contained in Schedule V of the Loan Agreement is deleted in its entirety and
replaced with the following:


 


Working Capital. The Borrower will not permit its Working
Capital (the excess of its current assets over its current liabilities) to be
less than $7,500,000.00 as of the effective date of this Amendment, Commencing Borrower’s
fourth 2007 fiscal quarter end Borrower will not permit its Working Capital to
be less than $10,000,000.00. For purposes of this definition “current assets”
includes that amount of principal which at the date the Working Capital is
calculated is available for advance to Borrower under the $48,000,000.00
revolving Promissory Note referenced in Recital G of this Agreement (including
any renewal or replacement of such Note);  provided that on such date Borrower would be
entitled to have such additional amount advanced under the terms of such Note.


 


Amendment Section 4. The obligation of Lender to make the first
and any subsequent advance under the 2007 Grain Bin Loan or 2007 Revolving Loan
are subject to Borrower fulfilling the following conditions in addition to any
other requirement in a Note or other Loan Document: (i) all representations and
warranties of Borrower made in the Loan Agreement shall remain true and correct
as of the date of such advance as though made on and as of such date, except to
the extent that such representations and warranties relate solely to an earlier
date, and no Default or Event of Default shall exist; (ii) Borrower has
provided Lender (A) an opinion of counsel to the Borrower covering such matters
as Lender may request; (B) a copy of the 


 


2

















 


Resolution
of Borrower’s Board of Managers authorizing the execution, delivery and
performance of the Loan Documents evidencing the 2007 Grain Bin Loan and 2007
Revolving Loan, and containing an incumbency certificate showing the names and
titles, and bearing the signatures of, the officers of such party authorized to
execute such Loan Documents, certified as of the Closing Date by the secretary
or an assistant secretary of the Borrower, or certification that there have
been no changes in any such position since the encumbrance certificate provided
Lender in connection with the Expansion Loan; (C) certification that there has
been no change in the Borrower’s Articles of Organization or other
organizational documents since the date of the Expansion Loan; (iii) Lender has
obtained an update of the Tide Policy, or suitably marked up title insurance
commitment issued by the Title Company unconditionally agreeing to issue a
title policy, insuring Lender’s interest under the 2007 Grain Bin Mortgage and
2007 Revolving Mortgage containing only such exceptions and other terms that
are acceptable to Lender; and (iv) such other documents and actions as Lender
may require.


 


Amendment Section 5. This Amendment is effective September 21,
2007. This Amendment shall be interpreted consistently with the terms of the
Loan Agreement; however to the extent there is a conflict in the provisions of
the Loan Agreement and this Amendment, the terms of this Amendment shall
control. Any capitalized terms not defined herein shall have the definition
given such term in the Loan Agreement. All terms of the Loan Agreement not
modified herein are hereby reaffirmed.


 


IN WITNESS WHEREOF, the parties have entered into this
Amendment.


 


	
   

  	
  NORTHERN
  LIGHTS ETHANOL, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Delton Strasser

  	
   

  
	
   

  	
   

  	
  Delton Strasser

  	
   

  
	
   

  	
   

  	
  Its:
  President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  U.S.
  BANK NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Carl Johnson

  	
   

  
	
   

  	
   

  	
  Carl Johnson

  	
   

  
	
   

  	
   

  	
  Its:Assistant
  Vice President

  	
   

  
						



 


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