Filed by Bowne Pure Compliance



 








Exhibit 10.23




FIRST AMENDMENT

TO

FIRST SUPPLEMENT

TO THE AMENDED AND RESTATED MASTER LOAN AGREEMENT

(DATED OCTOBER 17, 2007)




by and among




CENTRAL IOWA ENERGY, LLC




and




F & M BANK-IOWA




Dated

as of

October 17, 2007




 


 









 







FIRST AMENDMENT TO THE FIRST SUPPLEMENT

TO THE AMENDED AND RESTATED MASTER LOAN AGREEMENT

(CONSTRUCTION AND TERM LOAN)




THIS FIRST AMENDMENT to the FIRST SUPPLEMENT DATED AS OF October 17, 2007 (the “First
Amendment”), is between F & M BANK-IOWA (the “Lender”) and CENTRAL IOWA ENERGY, LLC, an Iowa
limited liability company (the “Borrower”), and amends that certain First Supplement to that
certain Amended and Restated Master Loan Agreement dated October 17, 2007, between the Lender and
the Borrower. In consideration of the premises herein contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending
to be legally bound, hereby agree as follows:



RECITALS




A. The Borrower and the Lender have previously entered into that certain First Supplement to
the Amended and Restated Master Loan Agreement dated October 17, 2007 by which the Lender agreed to
extend financial accommodations to the Borrower pursuant to the terms of the Amended and Restated
Master Loan Agreement and First Supplement to the Amended and Restated Master Loan Agreement (the
“MLA”).



B. The Borrower and Lender desire to make certain changes to the First Supplement upon the
terms and subject to the conditions set forth in this First Amendment.



AGREEMENT




NOW THEREFORE, in consideration of the facts set forth in these Recitals which the parties
agree are true and correct, and in consideration for entering into this First Amendment and the
related documents to be executed concurrently with or pursuant hereto, the parties agree as
follows:



1. Defined Terms. All terms used and not otherwise defined herein shall have the
meanings assigned to them in the MLA and the First Supplement.



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




	 	a.	 	Paragraph #8(c) of the First Supplement is hereby amended and restated to read as
follows:

	 
	 	 	 	“Term Loan Payments. Beginning on the first (1st) day of
November 1, 2007, and continuing on the first (1st) day of each
succeeding month thereafter until the Maturity Date, the Borrower shall make
equal monthly payments of principal in such amounts as will be required to
fully amortize the entire outstanding principal of the Term Note, over a
period not to exceed ten (10) years from the Conversion Date, together with
accrued interest thereon. Following the Conversion Date, and in addition to
all other payments of principal and interest required under the MLA, the
Borrower shall annually remit to Lender the Excess Cash Flow Payment
pursuant to Section 11 of this First Supplement.”





 


 









 










3. Effect on First Supplement and MLA. Except as expressly amended by this First
Amendment, all of the terms of the First Supplement and the MLA shall be unaffected by this First
Amendment and shall remain in full force and effect. Nothing contained in this First Amendment
shall be deemed to constitute a waiver of any rights of the Lender or to affect, modify, or impair
any of the rights of the Lender as provided in the First Supplement or the MLA.



4. Representations and Warranties of Borrower. The Borrower hereby agrees with,
reaffirms, and acknowledges as follows:




	 	a.	 	The representations and warranties contained in the MLA, the
First Supplement and the Related Documents. Furthermore, the Borrower
represents that the representations and warranties contained in the MLA, the
First Supplement and the Related Documents continue to be true and correct and
in full force and effect.

	 
	 	b.	 	Borrower has the power and authority to execute, deliver, and
perform this First Amendment and any documents required under this First
Amendment and that all documents contemplated herein when executed and
delivered to Lender will constitute the valid, binding and legally enforceable
obligations of Borrower in accordance with their respective terms and
conditions, except as enforceability may be limited by any applicable
bankruptcy or insolvency laws.






{SIGNATURE PAGE TO FOLLOW}




 


 









 







SIGNATURE PAGE TO

FIRST AMENDMENT

TO

FIRST SUPPLEMENT

TO THE AMENDED AND RESTATED MASTER LOAN AGREEMENT

(DATED OCTOBER 17, 2007)

Dated: October 17, 2007




IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed
and delivered as of the date and year first above written.



BORROWER:



CENTRAL IOWA ENERGY, LLC,

an Iowa limited liability company




	 	 	 	 	 
	By:

	 	/s/ James Johnston	 	 
	 

	 	 

   James Johnston
	 	 
	 

	 	   Its: Chairman	 	 
	 
	 	 	 	 
	F & M BANK-IOWA, a bank chartered
Under the laws of Iowa	 	 
	 
	 	 	 	 
	By:

	 	/s/ Daniel J. Hassman	 	 
	 

	 	 

   Daniel J. Hassman
	 	 
	 

	 	   Its: President	 	 







 


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