EXHIBIT 10.3.1


 


AMENDMENT
NUMBER ONE


to


LETTER OF
INTENT (“LOI”)


DATED AUGUST 24,
2006


by and
between


FAGEN, INC.
(“FAGEN”)


and


ILLINI
BIO-ENERGY, LLC (“OWNER”)


 


This Amendment Number One is entered
into this 14th day of February, 2007, by and between Fagen, Inc., a
Minnesota Corporation (“Fagen”) and Illini Bio-Energy, LLC, an Illinois Limited
Liability Company (“Owner”).


 


Anything to the contrary contained in the LOI between the parties
hereto, and in consideration of the mutual promises, covenants, and conditions
contained in the LOI and contained herein, and for other good valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto covenant and agree that the terms and conditions of this
Amendment Number One shall prevail.


 


The parties hereto agree as follows:


 


1.                                       In
paragraph 1(a) of the LOI, the parenthetical shall be deleted (“steam
driven dryer system, RTO, and package boilers”) so that it is amended and
replaced as follows:


 


(a)                                  Fagen
agrees to provide Owner with those services as described in this Letter of
Intent which are necessary for Owner to develop a detailed description of a one
hundred (100) million gallons per year (“MGY”) natural gas-fired dry
grind ethanol production facility located in central Illinois (the “Plant”)
and to establish a price for which Fagen would provide design, engineering,
procurement of equipment and construction services for the Plant. The
description of the Plant will be sufficiently detailed to permit an analysis of
the Owner’s lump-sum cost to develop the Plant and to develop an economic pro
forma sufficient to determine if the Plant can be financed.


 


2.                                       Paragraph 2(a) of
the LOI shall be deleted in its entirety because coal will not be used as an
alternative steam energy source. Therefore, Paragraph 2 shall be amended and
replaced as follows.


 


2.                                       Contract
Price. Owner shall pay Fagen One Hundred Thirteen Million Four Hundred
Sixteen Thousand Five Hundred Seventy-six Dollars ($113,416,576.00) (the “Contract
Price”) as full consideration to Fagen for full and complete performance of
the services described in the Design-Build Agreement and all costs incurred in
connection therewith.


 


(a)                                  The
Contract Price shall not include any costs related to union labor or prevailing
wage requirements. If any action by Owner, a change in Applicable Law, or a


 

















 


Governmental Authority (as those terms are
defined in the Design-Build Agreement) acting pursuant to a change in
Applicable Law, shall require Fagen to employ union labor or compensate labor
at prevailing wages, the Contract Price shall be adjusted upwards to include
any increased costs associated with such labor or wages. Such adjustment shall
include, but not be limited to, increased labor, subcontractor, and material
and equipment costs resulting from any union or prevailing wage requirement;
provided, however, that if an option is made available to either employ union
labor, or to compensate labor at prevailing wages, such option shall be at
Fagen’s sole discretion and that if such option is executed by Owner without
Fagen’s agreement, Fagen shall have the right to terminate this Letter of
Intent or the Design-Build Agreement, as applicable, and receive compensation
pursuant to Paragraph 4(c) hereof or the terms of the Design-Build Agreement,
whichever is applicable.


 


(b)                                 If
the Construction Cost Index published by Engineering News-Record Magazine (“CCI”)
for the month in which a Notice to Proceed is given to Fagen is greater than
7695.40 (April 2006), the Contract Price shall be adjusted to reflect such
increase.


 


The other provisions of the LOI shall remain unchanged and in full
force and effect.


 


IN WITNESS WHEREOF, the parties hereto have executed this Amendment
Number One on the date set forth above.


 


	
  FAGEN, INC.

  	
  ILLINI BIO-ENERGY, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
  /s/ Ron
  Fagen

  	
   

  	
  By

  	
   

  	
  /s/ Ernest
  D. Moody

  	
   

  
	
   

  	
   

  	
   

  
	
  Title

  	
  CEO &
  Pres

  	
   

  	
  Title

  	
   

  	
  Chairman

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  Feb 15, 2007