**Exhibit 10.7**

** **

**Second Amendment to Construction LoanAgreement**

 

ThisSecond Amendment to Construction Loan Agreement is dated as of the 1st day ofJune 2003, and is by and between LSCP, L.P., an Iowa limited partnership(“BORROWER”) and FIRST NATIONAL BANK OF OMAHA (“BANK’), a national bankingassociation established at Omaha, Nebraska.

 

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

 

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

 

1.                                       Terms which are typed herein as allcapitalized words and are not defined herein shall have same meanings as whendescribed in the AGREEMENT.

 

2.                                       By execution hereof, the parties agree thatthe initial principal amount of the TERM LOAN shall be $31,465,000.00, theproceeds of which will retire the CONSTRUCTION LOAN.  The TERM NOTE will be in the form attached hereto as Exhibit A,by this reference made a part hereof.

 

3.                                       Section 1.19 of the AGREEMENT is herebyamended to read as follows, effective immediately:

 

1.19         “LOAN TERMINATION DATE” means theearliest to occur of the following: (i) as to the REVOLVING NOTE, July 24,2003 and as to****the TERM NOTE,June 1, 2008, (ii) the date the OBLIGATIONS are accelerated pursuant tothis AGREEMENT, and (iii) the date BANK receives (a) notice in writing fromBORROWER of BORROWER’s election to terminate this AGREEMENT and (b)indefeasible payment in full of the OBLIGATIONS.

 

4.                                       BORROWER certifies by its execution hereofthat the representations and warranties set forth in Section 5 of theAGREEMENT are true as of this date, and that no EVENT OF DEFAULT under theAGREEMENT, and no event which, with the giving of notice or passage of time orboth, would become such an EVENT OF DEFAULT, has occurred as of this date.

 

5.                                       Except as amended hereby the parties ratifyand confirm as binding upon them all of the terms of the AGREEMENT.

 

(signatures on next page)

 

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Anyremaining principal balance, plus any accrued but unpaid interest, shall befully due and payable on Maturity Date.

 

**PREPAYMENT.  **The BORROWER may prepay this promissory notein full or in part at any time. Provided, however, a condition of any prepayment is that a fee shall bepaid to BANK sufficient to make BANK whole for any expenses related to breakingfixed interest rates.  Each****prepayment may be applied in inverse orderof maturity or as the BANK in its sole discretion may deem appropriate.  Such prepayment shall not excuse theBORROWER from making subsequent payments each quarter until the indebtedness ispaid in full.

 

**ADDITIONAL TERMS AND CONDITIONS.  **The LOAN AGREEMENT, and any amendments orsubstitutions, contains additional terms and conditions, including default andacceleration provisions, which are incorporated into this promissory note byreference.  The BORROWER agrees to payall costs of collection, including reasonable attorneys fees and legal expensesincurred by the BANK if this promissory note is not paid as providedabove.  This promissory note shall begoverned by the substantive laws of the State of Nebraska.

 

**WAIVER OF PRESENTMENT AND NOTICE OF DISHONOR.  **BORROWER and any other person who signs, guaranteesor endorses this promissory note, to the extent allowed by law, hereby waivespresentment, demand for payment, notice of dishonor, protest, and any noticerelating to the acceleration of the maturity of this promissory note.

 

 
|   | LSCP,  L.P. an Iowa Limited Partnership       |
|--------|-----------------------------------------------|
|   | by  Little Sioux Corn Processors, L.L.C., Its |
|   | General Partner                               |
|   |                                          |
|   |                                          |
|   | By:                                           | /s/  Daryl J. Haack |   |
|   |                                          | Daryl  J. Haack, President of Little |
|   |                                          | Sioux  Corn Processors, L.L.C. |

 
| STATE  OF IOWA      | )      |
|---------------------|--------|
|                | )  ss. |
| COUNTY  OF Cherokee | )      |

 

Onthis 28 day of May, 2003, before me, the undersigned, a Notary Public,personally appeared Darryl J. Haack, President of Little Sioux Corn Processors,LLC, General Partner of LSCP, L.P., on behalf of said entity, who executed theforegoing instrument, and acknowledged that he executed the same as hisvoluntary act and deed.

 
|   |   |   |                      |
|--------|--------|--------|---------------------------|
|   |   |   |  /s/ Becky J. Nothem |   |
| [SEAL] |   |   | Notary Public             |   |
|        |        |        |                           |  |  |

 

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