exv10w3






Exhibit 10.3




Loan No. RI0340T03




REVOLVING CREDIT SUPPLEMENT

Letters of Credit




     THIS SUPPLEMENT to the Master Loan Agreement dated November 20, 2006 (the “MLA”), is entered
into as of December 24, 2008 between FARM CREDIT SERVICES OF AMERICA, FLCA (“Farm Credit”) and ABE
FAIRMONT, LLC, Fairmont, Nebraska (the “Company”), and amends and restates the Supplement dated
February 17, 2006 and numbered RI0340S01, as amended.



     SECTION 1. The Revolving Credit Facility. On the terms and conditions set forth in the MLA
and this Supplement, Farm Credit agrees to make loans to the Company during the period set forth
below in an aggregate principal amount not to exceed $2,000,000.00 at any one time outstanding (the
“Commitment”). Within the limits of the Commitment, the Company may borrow, repay and reborrow.



     SECTION 2. Purpose. The purpose of the Commitment is to allow the Company to open irrevocable
letters of credit for its account. Each letter of credit will be issued within a reasonable period
of time after Agent’s receipt of a duly completed and executed copy of Agent’s then current form of
Application and Reimbursement Agreement or, if applicable, in accordance with the terms of any
CoTrade Agreement between the parties, and shall reduce the amount available under the Commitment
by the maximum amount capable of being drawn thereunder. Any draw under a letter of credit issued
hereunder shall be deemed a loan under the Commitment and shall be repaid in accordance with this
Supplement. Each letter of credit must be in form and content acceptable to Agent and must expire
no later than the maturity date of the Commitment.



     SECTION 3. Term. The term of the Commitment shall be from the date hereof, up to and
including February 1, 2012, or such later date as Agent may, in its sole discretion, authorize in
writing.



     SECTION 4. Interest. The Company agrees to pay interest on the unpaid balance of the loan(s)
in accordance with one or more of the following interest rate options, as selected by the Company:



          (A) One-Month LIBOR Index Rate. At a rate (rounded upward to the nearest 1/100th and adjusted
for reserves required on “Eurocurrency Liabilities” [as hereinafter defined] for banks subject to
“FRB Regulation D” [as hereinafter defined] or required by any other federal law or regulation) per
annum equal at all times to 310 basis points above the annual rate quoted by the British Bankers
Association (the “BBA”) at 11:00 a.m. London time for the offering of one (1)-month U.S. dollars
deposits, as published by Bloomberg or another major information vender listed on BBA’s official
website on the first U.S. Banking Day (as hereinafter defined) in each week with such rate to
change weekly on such day. The rate shall be reset automatically, without the necessity of notice
being provided to the Company or any other party, on the first U.S. Banking Day of each succeeding
week, and each change in the rate shall be applicable to all balances subject to this option.
Information about the then-current rate shall be made available upon telephonic request. For
purposes hereof: (1) “U.S. Banking Day” shall mean a day on which Agent is open for business and
banks are open for business in New York, New York; (2) “Eurocurrency Liabilities” shall have the
meaning as set forth in “FRB Regulation D”; and (3) “FRB Regulation D” shall mean Regulation D as
promulgated by the Board of Governors of the Federal Reserve System, 12 CFR Part 204, as amended.




          (B) Quoted Rate. At a fixed rate per annum to be quoted by Agent in its sole discretion in
each instance. Under this option, rates may be fixed on such balances and for such periods, as may
be



 









 







			
	 	 	 
	Revolving Credit Supplement Letters of Credit RI0340T03
	 	-2-
	ABE FAIRMONT, LLC	 	 
	Fairmont, Nebraska	 	 





agreeable to Agent in its sole discretion in each instance, provided that: (1) the minimum
fixed period shall be 30 days; (2) amounts may be fixed in increments of $100,000.00 or multiples thereof; and
(3) the maximum number of fixes in place at any one time shall be five.




          (C) LIBOR. At a fixed rate per annum equal to “LIBOR” (as hereinafter defined) plus 3.10%.
Under this option: (1) rates may be fixed for “Interest Periods” (as hereinafter defined) of one
month, as selected by the Company; (2) amounts may be fixed in increments of $100,000.00 or
multiples thereof; (3) the maximum number of fixes in place at any one time shall be five; and (4)
rates may only be fixed on a “Banking Day” (as hereinafter defined) on three Banking Days’ prior
written notice. For purposes hereof: (a) “LIBOR” shall mean the rate (rounded upward to the
nearest sixteenth and adjusted for reserves required on “Eurocurrency Liabilities” [as hereinafter
defined] for banks subject to “FRB Regulation D” [as herein defined] or required by any other
federal law or regulation) quoted by the British Bankers Association (the “BBA”) at 11:00 a.m.
London time two Banking Days before the commencement of the Interest Period for the offering of
U.S. dollar deposits in the London interbank market for the Interest Period designated by the
Company, as published by Bloomberg or another major information vendor listed on BBA’s official
website; (b) “Banking Day” shall mean a day on which Agent is open for business, dealings in U.S.
dollar deposits are being carried out in the London interbank market, and banks are open for
business in New York City and London, England; (c) “Interest Period” shall mean a period commencing
on the date this option is to take effect and ending on the numerically corresponding day in the
next calendar month; provided, however, that: (i) in the event such ending day is not a Banking
Day, such period shall be extended to the next Banking Day unless such next Banking Day falls in
the next calendar month, in which case it shall end on the preceding Banking Day; and (ii) if there
is no numerically corresponding day in the month, then such period shall end on the last Banking
Day in the relevant month; (d) “Eurocurrency Liabilities” shall have meaning as set forth in “FRB
Regulation D”; and (e) “FRB Regulation D” shall mean Regulation D as promulgated by the Board of
Governors of the Federal Reserve System, 12 CFR Part 204, as amended.



The Company shall select the applicable rate option at the time it requests a loan hereunder and
may, subject to the limitations set forth above, elect to convert balances bearing interest at the
variable rate option to one of the fixed rate options. Upon the expiration of any fixed rate
period, interest shall automatically accrue at the variable rate option unless the amount fixed is
repaid or fixed for an additional period in accordance with the terms hereof. Notwithstanding the
foregoing, rates may not be fixed in such a manner as to cause the Company to have to break any
fixed rate balance in order to pay any installment of principal. All elections provided for herein
shall be made electronically (if applicable), telephonically or in writing and must be received by
Agent not later than 12:00 Noon Company’s local time in order to be considered to have been
received on that day; provided, however, that in the case of LIBOR rate loans, all such elections
must be confirmed in writing upon Agent’s request. Interest shall be calculated on the actual
number of days each loan is outstanding on the basis of a year consisting of 360 days and shall be
payable monthly in arrears by the 20th day of the following month or on such other day in such
month as Agent shall require in a written notice to the Company; provided, however, in the event
the Company elects to fix all or a portion of the indebtedness outstanding under the LIBOR interest
rate option above, at Agent’s option upon written notice to the Company, interest shall be payable
at the maturity of the Interest Period and if the LIBOR interest rate fix is for a period longer
than three months, interest on that portion of the indebtedness outstanding shall be payable
quarterly in arrears on each three-month anniversary of the commencement date of such Interest
Period, and at maturity.



 









 







			
	 	 	 
	Revolving Credit Supplement Letters of Credit RI0340T03
	 	-3-
	ABE FAIRMONT, LLC	 	 
	Fairmont, Nebraska	 	 






     SECTION 5. Promissory Note. The Company promises to repay the unpaid principal balance of the
loans on the last day of the term of the Commitment. In addition to the above, the Company
promises to pay interest on the unpaid principal balance of the loans at the times and in accordance with
the provisions set forth in Section 4 hereof. This note replaces and supersedes, but does not
constitute payment of the indebtedness evidenced by, the promissory note set forth in the
Supplement being amended and restated hereby.



     SECTION 6. Security. The Company’s obligations hereunder and, to the extent related hereto,
the MLA, shall be secured as provided in the Security Section of the MLA, including without
limitation as a future advance under any existing mortgage or deed of trust.



     SECTION 7. Commitment Fee. In consideration of the Commitment, the Company agrees to pay to
Agent a commitment fee on the average daily unused portion of the Commitment at the rate of 3/8 of
1% per annum (calculated on a 360-day basis), payable monthly in arrears by the 20th day following
each month. Such fee shall be payable for each month (or portion thereof) occurring during the
original or any extended term of the Commitment.



     IN WITNESS WHEREOF, the parties have caused this Supplement to be executed by their duly
authorized officers as of the date shown above.



	 	 	 	 	 	 	 
	FARM CREDIT SERVICES	 	ABE FAIRMONT, LLC
	OF AMERICA, FLCA	 	     By ADVANCED BIOENERGY, LLC,
	 	 	 	 	     its sole member
	 
	 	 	 	 	 	 
	By:

	 	/s/ Shane Frahm	 	By:	 	/s/ Richard Peterson
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Title:

	 	Vice President	 	Title:	 	CEO/CFO