Fourth Amendment to Amended and Restated Loan and Security Agreement



  
 Exhibit 10.5

 FOURTH AMENDMENT TO AMENDED AND RESTATED 
 LOAN AND SECURITY AGREEMENT 
 This Fourth Amendment to
Amended and Restated Loan and Security Agreement (this “Amendment”) dated as of October 31, 2006, is by and among MIDWEST GRAIN PROCESSORS, LLC, a Delaware limited liability company (the “Borrower”), the
financial institutions listed on the signature pages hereof and each other financial institution that may hereafter become a party to the Loan Agreement in accordance with the provisions of the Loan Agreement (collectively, the
“Lenders” and individually a “Lender”) and COBANK, ACB, a federally chartered banking organization (“CoBank”), in its capacity as Agent for the Lenders and for the Issuer ( in such capacity, the
“Agent”). 
 RECITALS 

The Borrower, the Lenders and the Agent are parties to an Amended and Restated Loan and Security Agreement dated as of
December 14, 2005, as amended by a First Amendment dated as of February 28, 2006, a Second Amendment dated as of March 31, 2006 and a Third Amendment dated as of September 22, 2006 (as the same may be amended, modified,
supplemented, renewed or restated from time to time, the “Loan Agreement”). 
 The Borrower has
requested that the Lenders and the Agent make certain amendments to the Loan Agreement and the Lenders and the Agent are willing to grant the Borrower’s requests subject to the terms and conditions of this Amendment. 

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 

1.        Defined Terms. Capitalized terms used in this Amendment which are defined in the
Loan Agreement shall have the same meanings as defined therein, unless otherwise defined herein. In addition, Section 1.1 of the Loan Agreement is amended by adding or amending, as the case may be, the following definitions: 

  “‘Termination Date’ shall mean March 1, 2007. 

2.        Amendment to Section 4.5 of the Loan Agreement. Section 4.5 of the
Loan Agreement is hereby amended in its entirety to read as follows: 

  “4.5      Compliance with Construction Lending
Protocol. With respect to each Term Loan Advance, Borrower shall have complied with all procedures and conditions set forth in the Construction Lending Protocol for the Iowa Project on and as of the date of any request for such Term Loan
Advance. With respect to each Revolving Term Loan Advance, Borrower shall have complied with all procedures and conditions set forth in the Construction Lending Protocol for the Michigan Project








 
on and as of the date of any request for such Revolving Term Loan Advance, except for those requirements described below, which shall be satisfied not later than February 1, 2007. Prior to
February 1, 2007, each of the following requirements shall have been satisfied to the satisfaction of the Agent: (a) an endorsement to the Agent’s title insurance policy for the Michigan Project insuring the Borrower’s leasehold
estate under that certain Lease dated May 16, 2005 from the Adrian & Blissfield Rail Road Company, as lessor, and Borrower, as lessee, as amended, subject only to such exceptions as are acceptable to the Agent in its reasonable
discretion; (b) an amendment to the Lease referred to in requirement (a) above substantially in the form attached hereto as Exhibit A, duly executed by the Adrian & Blissfield Rail Road Company in favor of Borrower, which
permits the lien of the Agent in the Lease referred to in requirement (a) above, clarifies the concept of “cessation of operations” in a manner reasonably acceptable to the Agent, and agrees to such other changes in the Lease as shall
be reasonably requested by the Agent; and (c) a consent and non-disturbance agreement in favor of the Borrower, duly executed by any mortgagee of the Adrian & Blissfield Rail Road Company in form and content reasonably acceptable to
the Agent. Failure of the Borrower to satisfy the requirements set forth in the preceding sentence by February 1, 2007 shall constitute a Matured Default under this Agreement.” 

3.        Amendment to Section 8.3 of the Loan Agreement. Section 8.3 of
the Loan Agreement is hereby amended by adding a new subsection (f) thereto, immediately following subsection (e) thereof, that reads as follows: 

  “(f)        investments not to exceed $5,000,000 in the aggregate
in Belmond Ethanol LLC, a wholly-owned subsidiary of Borrower.” 

4.        Amendment to Section 1 of Exhibit 1D of the Loan Agreement. The definition
of “Completion Date for the Michigan Project” appearing in Section 1 of Exhibit 1D of the Loan Agreement is hereby amended in its entirety to read as follows: 

  “Completion Date for the Michigan Project” shall mean April 30,
2007.” 
 5.        Representations and Warranties. Borrower
hereby represents and warrants to the Agent and the Lenders as follows: 

  (a)        Borrower has all requisite power and authority to execute
this Amendment and to perform all of its obligations hereunder, and this Amendment has been duly executed and delivered by Borrower and constitutes the legal, valid and binding obligations of Borrower, enforceable in accordance with its terms.

   (b)        The execution, delivery and performance by
Borrower of this Amendment has been duly authorized by all necessary action and does not (i) require any authorization, consent or approval by any governmental department, commission, board, bureau, agency or instrumentality, domestic or
foreign, (ii) violate any provision of any law, rule or regulation or of any order, writ, injunction or decree 

  
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presently in effect, having applicability to Borrower, or the organizational documents of Borrower, or (iii) result in a breach of or constitute a default under any indenture or loan or
credit agreement or any other agreement, lease or instrument to which Borrower is a party or by which it or its properties may be bound or affected. 
   (c)        All of the representations and warranties contained in Article 6 of the Loan Agreement are correct on and as of the date hereof as though
made on and as of such date, except to the extent that such representations and warranties relate solely to an earlier date. 
 6.        References.  All references in the Loan Agreement to “this Agreement” shall be deemed to refer to the Loan Agreement as amended
hereby; and any and all references in any other Financing Agreement to the Loan Agreement shall be deemed to refer to the Loan Agreement as amended hereby. 
 7.        No Other Waiver.  The execution of this Amendment and any documents related hereto shall not be deemed to be a waiver of any Default or
any Matured Default under the Loan Agreement or breach, default or event of default under any other Financing Agreement or other document held by the Agent or any Lender, whether or not known to the Agent or any Lender and whether or not existing on
the date of this Amendment. 

8.        Release.  Borrower hereby absolutely and
unconditionally releases and forever discharges the Agent and each of the Lenders, and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together
with all of the present and former directors, officers, agents and employees of any of the foregoing, from any and all claims, demands or causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort
or under any state or federal law or otherwise, which Borrower has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and
including the date of this Amendment, whether such claims, demands and causes of action are matured or unmatured or known or unknown. 
 9.        Costs and Expenses.  Borrower hereby reaffirms its agreement under Section 10.4 of the Loan Agreement. Without limiting the
generality of the foregoing, Borrower specifically agrees to pay all fees and disbursements of counsel to the Agent for the services performed by such counsel in connection with the preparation of this Amendment and the documents and instruments
incidental hereto. 
 10.       Miscellaneous.  This
Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original and all of which counterparts, taken together, shall constitute one and the same instrument. 

  
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 [Signature Page to
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 IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written. 

 

			
	MIDWEST GRAIN PROCESSORS, LLC
		
	 By
	 	 /s/ Patrick W. Samuelson

	 Its
	 	 Chief Financial Officer

	
	COBANK, ACB, as Agent and as a Lender
		
	 By
	 	 /s/ Teresa L. Fountain

	 Its
	 	 Assistant Corporate Secretary

	
	FARM CREDIT SERVICES OF AMERICA, FLCA, as a Lender
		
	 By
	 	 /s/ Chad Gent

	 Its
	 	 Vice President

	
	METROPOLITAN LIFE INSURANCE COMPANY, as a Lender
		
	 By
	 	 /s/ Steven D. Craig

	 Its
	 	 Director




(Signature Page to Fourth Amendment to Amended and Restated Loan Agreement)