Exhibit 10.3


 


Eleventh Amendment to Construction Loan Agreement


 


This Eleventh Amendment
to Construction Loan Agreement is dated as of the 30th day of March, 2006, and
is by and between LSCP, LLLP, an
Iowa limited liability limited partnership (“BORROWER”) and FIRST NATIONAL BANK OF OMAHA (“BANK”), a national banking
association established at Omaha, Nebraska.


 


WHEREAS, the BANK and BORROWER executed a written
Construction Loan Agreement dated as of July 25, 2002, which, together
will all amendments thereto, is collectively called the “AGREEMENT”.


 


WHEREAS, the BORROWER has
requested a waiver of Section 6.4.12 of the AGREEMENT to allow for a
$5,700,000 capital project outside of the $1,000,000 annual Capital Expenditure
limit. This capital project will consist of the purchase and construction of
two 500,000 bushel cement grain bins in anticipation of the potential 40MM
gallon plant expansion, which is scheduled to begin in August 2006.


 


WHEREAS, the BORROWER has
requested interim financing of $5,673,025 to finance the construction of grain
storage bins (“BRIDGE LOAN”) which will be paid off with permanent financing
prior to LOAN TERMINATION DATE.


 


Now, Therefore, in
consideration of the AGREEMENT, and their mutual promises made herein, BANK and
BORROWER agree as follows:


 


1.                                       Terms
which are typed herein as all capitalized words and are not defined herein
shall have same meanings as when described in the AGREEMENT.


 


2.                                       BORROWER
acknowledges and agrees it owes BANK (as part of its OBLIGATIONS):


 


•                  TERM NOTE 2 which has a current
principal balance of $12,025,680.34;


•                  TERM NOTE 3 which has a current
principal balance of $5,876,324.02;


•                  TERM NOTE 4 which has a current
principal balance of $0, and a commitment of $5,000,000;


•                  REVOLVING NOTE which has a current
principal balance of $0, and a commitment of $3,500,000


 


3.                                       Paragraph
1.19 of the AGREEMENT is hereby amended to read as follows, effective
immediately:


 


1.19                           “LOAN
TERMINATION DATE” means the earliest to occur of the following: (i) as the
REVOLVING NOTE, March 30, 2007; as to TERM NOTE 2, TERM NOTE 3, and TERM
NOTE 4 June 1, 2008; as to BRIDGE NOTE October 1, 2006; (ii) the
date the OBLIGATIONS are accelerated pursuant to this AGREEMENT; and (iii) the
date BANK receives (a) notice in writing from BORROWER of BORROWER’s
election to terminate this AGREEMENT and (b) indefeasible payment in full
of the OBLIGATIONS.


 

















 


4.                                       The
following additional paragraphs 2.17 and 2.18 shall be added to the AGREEMENT,
immediately following existing paragraph 2.16:


 


2.17                           BRIDGE
LOAN. The BANK agrees, on the terms and subject to the conditions hereinafter
set forth, to make, from time to time during the period from the date of
execution of this AGREEMENT to and including the LOAN TERMINATION DATE
disbursements to the BORROWER in an aggregate principal amount not to exceed
the amount of the BRIDGE LOAN for the sole purpose of paying approved costs of
the grain storage bins.


 


2.18                           “BRIDGE
NOTE” means the promissory note of the BORROWER in the form of Exhibit 11-A
evidencing borrowings under the BRIDE LOAN of up to a maximum amount of Five
Million Six Hundred Seventy Three Thousand Twenty Five ($5,673,025) Dollars.
Notwithstanding any provisions of BRIDGE NOTE, interest shall be payable at the
rate provided therein only on such portions of the BRIDGE LOAN proceeds as
actually have been disbursed pursuant to this AGREEMENT. Prior to LOAN
TERMINATION DATE, BORROWER shall pay BANK interest only, due quarterly
beginning June 1, 2006. On LOAN TERMINATION DATE, the outstanding balance
of BRIDGE NOTE will either be (a) added to the principal balance of TERM
NOTE 3, on terms acceptable to BANK, or (b) paid from proceeds from a new
loan between BORROWER and BANK for the purpose of future expansion funded at or
prior to LOAN TERMINATION DATE.


 


5.                                       Paragraph
6.4.12 of the AGREEMENT is hereby amended to read as follows, effective
immediately:


 


6.4.12                  Make, or commit
to make, capital expenditures (including the total amount of any capital
leases) in an aggregate amount exceeding $1,000,000 in any single fiscal year,
including the current fiscal year; provided, however, BANK consents to BORROWER’s
expenditure of up to $5,700,000.00 in capital expenditures, in addition to the
foregoing limitation, during the fiscal year 2006 for the purchase and
construction of two 500,000 bushel cement grain bins.


 


6.                                       BORROWER
certifies by its execution hereof that the representations and warranties set
forth in Section 5 of the AGREEMENT are true as of this date (except as to
the status of BORROWER being a limited partnership) and further certifies that
no EVENT OF DEFAULT under the AGREEMENT, and no event which, with the giving of
notice or passage of time or both, would become such an EVENT OF DEFAULT, has
occurred as of this date.


 


7.                                       Except
as amended hereby the parties ratify and confirm as binding upon them all of
the terms of the AGREEMENT.


 


8.                                       Counterparts.
This Amendment may be executed in counterparts, each of which shall
constitute an original, but all of which when taken together shall constitute
but one contract, and shall become effective when copies hereof which, when
taken together, bear the signatures of each of the parties hereto, shall be
delivered to BANK.


 

















 


In witness whereof the
parties set their hands as of the date first written above.


 


	
  First National Bank of Omaha

  	
  LSCP, LLLP,

  
	
   

  	
  an Iowa Limited
  Liability Limited Partnership

  
	
   

  	
  By Little Sioux
  Corn Processors, L.L.C., Its

  
	
   

  	
  General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Brad
  Brummund

  	
   

  	
  By:

  	
   

  	
  /s/ Stephen G.
  Roe

  	
   

  
	
   

  	
   

  	
  Brad Brummund,

  	
   

  	
   

  	
  Steve Roe,
  President of Little

  
	
   

  	
   

  	
  Commercial Loan
  Officer

  	
   

  	
   

  	
  Sioux Corn
  Processors, L.L.C.

  
								



 


NOTARY ACKNOWLEDGMENT


 


	
  STATE OF IOWA

  	
  )

  	
   

  
	
   

  	
  ) ss.

  	
  [SEAL]

  
	
  COUNTY OF

  	
  Sioux

  	
   

  	
  )

  	
   

  
					



 


On
this 10th day of March, 2006, before me, the undersigned, a Notary
Public, personally appeared Steve Roe, President of Little Sioux Corn
Processors, L.L.C., General Partner of LSCP, LLLP, on behalf of said entity,
who executed the foregoing instrument, and acknowledged that he executed the
same as his voluntary act and deed.


 


 


	
   

  	
  /s/ Charles Hofland

  	
   

  
	
   

  	
  Notary Public

  



 

















 


EXHIBIT 11-A


TERM PROMISSORY NOTE


(BRIDGE NOTE)


 


	
  Omaha, Nebraska

  	
  $5,673,025.00

  
	
  Note Date: March 30,
  2006

  	
  Maturity Date: October 1, 2006

  



 


On or
before October 1, 2006, LSCP, LLLP (“BORROWER”)
promises to pay to the order of First National Bank of
Omaha (“BANK”) at any of its offices in Omaha, Nebraska the
principal sum hereof, which shall be Five Million Six Hundred Seventy Three
Thousand Twenty Five and no/100 ($5,673,025.00) Dollars or so much thereof as may have
been advanced by BANK and shown on the records of the BANK to be outstanding,
under this Note and the Construction Loan Agreement (“AGREEMENT”) executed by
the BANK and BORROWER dated as of July 25, 2002, as it may, from time to
time, be amended. This Note evidences BRIDGE NOTE identified in the AGREEMENT.


 


Interest
on the principal amount outstanding shall accrue based on three month LIBOR +
280 basis points. Interest shall be calculated on the basis of a 360-day year,
counting the actual number of days elapsed. Interest on this promissory note
shall be payable quarterly beginning June 1, 2006, and the principal
balance due on Maturity Date.


 


The
AGREEMENT contains additional terms of this Note, including, but not limited to
enumerated events of default, and the granting of liens to secure BORROWER’s performance.
All capitalized terms not otherwise defined herein shall have the same meanings
as set forth in the AGREEMENT.


 


As
provided in the AGREEMENT, upon any such enumerated default, BANK may accelerate
the due date of this Note and declare all obligations set forth herein
immediately due and payable, and BANK shall also have such other remedies as
are described in the AGREEMENT and are provided by law. All makers and
endorsers hereby waive presentment, demand, protest and notice of dishonor,
consent to any number of extensions and renewals for any period without notice;
and consent to any substitution, exchange or release of collateral, and to the
addition or releases of any other party primarily or secondarily liable.


 


Executed as of the 10 day
of April, 2006.


 


	
   

  	
  LSCP, LLP,

  
	
   

  	
  An Iowa Limited
  Liability Limited Partnership

  
	
   

  	
  By Little Sioux
  Corn Processors, L.L.C.,

  
	
   

  	
  Its General
  Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen G. Roe

  	
   

  
	
   

  	
   

  	
  Steve Roe,
  President of Little

  
	
   

  	
   

  	
  Sioux Corn Processors, L.L.C.

  



 

















 


	
  LSCP,
  LLLP

  	
   

  	
  2000071930-003

  



 


REVOLVING PROMISSORY NOTE


 


	
  Omaha, Nebraska

  	
   

  	
  $3,500,000.00

  
	
  Note Date: March 31,
  2006

  	
   

  	
  Maturity Date: March 30, 2007

  



 


On or before March 30, 2007, LSCP, LLLP (“BORROWER”)
promises to pay to the order of First National Bank of Omaha (“BANK”) at any of
its offices in Omaha, Nebraska the principal sum hereof, which shall be Three
Million Five Hundred Thousand and no/100 ($3,500,000.00) Dollars or so much
thereof as may have been advanced by BANK and shown on the records of the
BANK to be outstanding, under this Note and the loan agreement executed by the
BANK and BORROWER dated as of July 25, 2002, as it may, from time to time,
be amended.


 


Interest on the principal amount outstanding shall
accrue based on a one month LIBOR + 380 basis points. Interest shall be
calculated on the basis of a 360-day year, counting the actual number of days
elapsed. Interest on this promissory note shall be payable monthly.


 


The interest rate applicable to this promissory note
is subject to reduction based on the business results of BORROWER. During any
one-month INTEREST PERIOD that BORROWER maintains the following ratios,
measured for the prior INTEREST PERIOD, the interest rates will adjust
accordingly:


 


	
  If INDEBTEDNESS to NET WORTH is:

  	
   

  	
  Interest rate will be:

  
	
  Greater than 1.30:1.00

  	
   

  	
  one month LIBOR plus 380 basis points

  
	
  Greater than 1.10:1.00, but less than or

  	
   

  	
  one month LIBOR plus 355 basis points

  
	
  equal to 1.30:1.00

  	
   

  	
   

  
	
  Greater than .90:1.00, but less than or

  	
   

  	
  one month LIBOR plus 330 basis points

  
	
  equal to 1.10:1.00

  	
   

  	
   

  
	
  Greater than .70:1.00, but less than or

  	
   

  	
  one month LIBOR plus 305 basis points

  
	
  equal to .90:1.00

  	
   

  	
   

  
	
  Less than or equal to .70:1.00

  	
   

  	
  one month LIBOR plus 280 basis points

  



 


This note is executed pursuant to a Construction
Loan Agreement dated as of July 25, 2002, between BANK and BORROWER (the “AGREEMENT”).
The AGREEMENT contains additional terms of this Note, including, but not
limited to enumerated events of default, and the granting of liens to secure
BORROWER’s performance. All capitalized terms not otherwise defined herein
shall have the same meanings as set forth in the AGREEMENT.


 


As provided in the AGREEMENT, upon any such
enumerated default, BANK may accelerate the due date of this Note and
declare all obligations set forth herein immediately due and payable, and BANK
shall also have such other remedies as are described in the AGREEMENT and are
provided by law. All makers and endorsers hereby waive presentment, demand,
protest and notice of dishonor, consent to any number of extensions and renewals
for any period without notice; and consent to any substitution, exchange or
release of collateral, and to the addition or releases of any other party
primarily or secondarily liable.


 


Executed as of the 10 day of April, 2006.


 


	
   

  	
  LSCP, LLLP, and Iowa Limited Liability Limited

  
	
   

  	
  Partnership

  
	
   

  	
  by Little Sioux Corn Processors, L.L.C.,

  
	
   

  	
  Its general partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Stephen G. Roe

  	
   

  
	
   

  	
   

  	
   

  	
  Steve Roe, President of

  
	
   

  	
   

  	
   

  	
  Little Sioux Corn Processors, L.L.C.