**Exhibit 10.12**

 

**FOURTHAMENDMENT**

 

**TOTHE**

 

**CREDIT AGREEMENT**

 

**dated July 29, 2003**

 

**between**

 

**WESTERN PLAINS ENERGY, L.L.C.**

as Borrower

 

**and**

 

**AGCOUNTRY FARM CREDIT SERVICES,FLCA**

as Lender

 

**October 2,2006**

 

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**FOURTHAMENDMENT**

**to the**

**CREDITAGREEMENT**

 

**THIS FORTH AMENDMENT to the CREDIT AGREEMENT**(the***“Forth Amendment”***)dated July 29, 2003 (the “***Agreement***”), is made and entered into as of October 2,2006, by and between WESTERN PLAINS ENERGY, L.L.C., a Kansas limited liabilitycompany (“***Borrower***”)and AGCOUNTRY FARM CREDIT SERVICES, FLCA (“***Lender***”).

 

**WHEREAS**, the partiesentered into the First Amendment to the Agreement on March 4, 2004 (the “FirstAmendment”);

 

**WHEREAS**, the partiesentered into the Second Amendment to the Agreement on November 15, 2004(the “Second Amendment”);

 

**WHEREAS**, the partiesentered into the Third Amendment to the Agreement on March 7, 2006 (the “ThirdAmendment”); and

 

**WHEREAS**, pursuant to Section 9.02(b) ofthe Agreement, Lender and Borrower hereby agree to further amend the Agreementsubject to the terms and conditions set forth herein.

 

**NOW, THEREFORE**, inconsideration of the terms and conditions set forth herein, and for other goodand valuable consideration, the receipt and sufficiency of which are herebyacknowledged, Borrower and Lender agree as follows:

 

1.             **Definitions**.  Except as otherwise provided herein,capitalized terms used herein without definition shall have the meaningsprovided for in the Agreement.

 

2.             “**Variable Rate**.”  The defined term “Variable Rate” under Section 1.01of the Agreement is deleted in its entirety and replaced with the followinglanguage:

 

“***Variable Rate***” shall mean theper annum floating rate of interest equal to LIBOR, as determined on theapplicable Determination Date, *plus* 250 basispoints (2.50%) during the related Interest Period.

 

3.             **Revolving Commitment**.  The defined term “Revolving Commitment” underSection 1.01 of the Agreement is deleted in its entirety andreplaced with the following language:

 

“***Revolving Commitment***” shallmean the obligation of Lender to make Revolving Loans to Borrower in accordancewith the terms of Section 2.05 in an amount not to exceed theRevolving Conversion Amount of $4,000,000.

 

4.             **Suspension of Administrative Fee**.  The requirement that Borrower pay to Lenderan Administrative Fee pursuant to Section 2.14(c) of theAgreement is hereby suspended until further notice by Lender.

 

5.             **Quarterly Fees**.  Section 2.14(d)(ii) of theAgreement is deleted in its entirety and replaced with the following language:

 

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(ii)           one-quarter of one percent(0.25%) per annum on the unused amount of the Revolving Commitment during theRevolving Credit Availability Period.

 

6.             **Repayment of Loans**.  Section 2.09(b) of theAgreement is deleted in its entirety and replaced with the following language:

 

(b)           *Revolving Facility*.  During the Revolving Credit AvailabilityPeriod, Borrower shall pay in arrears, not later than the first day of eachmonth, interest at the rate in effect from time to time pursuant to Section 2.07(a) basedon the daily balance of the Revolving Loans outstanding during the relatedmonthly period.  All principal andaccrued and unpaid interest on the Revolving Loans shall be due and payable onthe Maturity Date.

 

7.             **Capital Expenditures**.  Section 6.03 of the Agreement isdeleted in its entirety and replaced with the following language:

 

**Section 6.03****        ****Capital Expenditures**.  Borrower will not make Capital Expendituresin excess of $2,500,000 during any fiscal year period following ConstructionCompletion without Lender’s prior written approval.

 

8.             **Representations; Events of Default**.  In order to induce Lender to execute thisFourth Amendment, the Borrower hereby:

 

(a)           makes and renews to Lenderthe representations and warranties set forth in Article IV of theAgreement; and

 

(b)           certifies to Lender that noDefault or Event of Default has occurred under the Agreement.

 

9.             **Expenses**.  Borrower shall pay or reimburse Lender forattorneys’ fees and costs of Lender’s legal counsel in connection with thepreparation, execution, delivery and consummation of this Fourth Amendment,and, notwithstanding anything to the contrary, all such fees and costs incurredby Lender, without limitation, in connection with enforcement or protection ofLender’s rights under the Agreement.

 

10.           **General**.  On and after the effectiveness of this FourthAmendment, each reference in the Agreement to “this Agreement,” “hereunder,” “hereof”or words of like import referring to the Agreement, and each reference in theloan documents to the Agreement, shall mean the Agreement as amended by theFirst Amendment, Second Amendment, Third Amendment, and this FourthAmendment.  The Agreement shall continueto be in full force and effect and is hereby ratified and confirmed in allrespects.

 

10.           **Counterpart Signatures**.  This Fourth Amendment may be executed by eachparty in one or more counterparts, each of which shall be deemed an originaland all of which taken together shall constitute one binding document.  Signature by facsimile shall bind the partieshereto.

 

[*Signature Page Follows*]

 

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**IN WITNESS WHEREOF**, the partieshereto have caused this Fourth Amendment to be duly executed by theirrespective authorized officers as of the day and year first above written.

 
| ** ** | **BORROWER:**                 | ** ** |                    |
|------------|-------------------------------|------------|-------------------------|
|       |                          |       |                    |
|       | WESTERN PLAINS ENERGY, L.L.C. |       |
|       |                          |       |                    |
|       |                          |       |                    |
|       |                          | By:        | /s/ Jeff Torluemke      |   |
|       |                          | Name:      | Jeff Torluemke          |   |
|       |                          | Title:     | Chief Executive Officer |   |
|            |                               |            |                         |  |  |  |  |  |

 

 
| ** ** | **LENDER:**                          | ** ** |                   |
|------------|--------------------------------------|------------|------------------------|
|       |                                 |       |                   |
|       | AGCOUNTRY FARM CREDIT SERVICES, FLCA |       |
|       |                                 |       |                   |
|       |                                 |       |                   |
|       |                                 | By:        | /s/ Randolph L. Aberle |   |
|       |                                 | Name:      | Randolph L. Aberle     |   |
|       |                                 | Title:     | Vice  President        |   |
|            |                                      |            |                        |  |  |  |  |

 

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