form8kexh101_122909.htm


    
Execution Copy

     

    
 

    SIXTH AMENDMENT
TO

     

    CREDIT
AGREEMENT

     

    THIS
SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into to
be effective as of December 18, 2009 (the “Effective Date”), among
SOUTHWEST IOWA RENEWABLE ENERGY, LLC, an Iowa limited liability company (the
“Borrower”), AGSTAR
FINANCIAL SERVICES, PCA (“AgStar”), the other
commercial, banking or financial institutions whose signatures appear on the
signature pages hereof or which hereafter become parties to the Credit Agreement
(the “Banks”), and
AGSTAR FINANCIAL SERVICES, PCA, and its successors and assigns, as Agent for
itself and the other Banks (the “Agent”).  Capitalized
terms used and not otherwise defined herein shall have the meanings assigned to
them in the Credit Agreement (as defined below).

     

    RECITALS

     

    A.           The
Borrower, the Agent, and the Banks have entered into a Credit Agreement dated
May 2, 2007; a First Amendment to Credit Agreement dated March 7,
2008; a Second Amendment to Credit Agreement dated December 19, 2008; a
Third Amendment to Credit Agreement dated December 30, 2008; a Fourth
Amendment to Credit Agreement dated as of February 28, 2009; and a Fifth
Amendment to Credit Agreement dated August 1, 2009 (collectively, with this
Amendment, the “Credit
Agreement”) under which the Banks agreed to extend certain financial
accommodations to the Borrower.

     

    B.           At
the request of the Borrower, the Banks have agreed to extend the maturity date
of the Revolving Line of Credit Loan in accordance with the terms and conditions
set forth in this Amendment.

     

    AGREEMENT

     

    NOW
THEREFORE, in consideration of the premises herein contained, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

     

    1.           Amendment
to Credit Agreement.  As of the Effective Date the following
definition as used in the Loan Documents is amended and restated as
follows:

     

    “Revolving Line of Credit Loan
Maturity Date” means March 31, 2010.

     

    2.           Effect on
Credit Agreement.  Except as expressly amended by this
Amendment, all of the terms of the Credit Agreement shall be unaffected by this
Amendment and shall remain in full force and effect.  Except as
expressly set forth herein, nothing contained in this Amendment shall be deemed
to constitute a waiver of any rights of the Banks or to affect, modify, or
impair any of the rights of the Banks as provided in the Credit
Agreement.

     

    3.           Conditions
Precedent to Effectiveness of this Amendment.  The obligations
of the Banks hereunder are subject to the conditions precedent that the Agent
shall have received the following, in form and substance satisfactory to the
Agent:

     


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


        
          Execution
Copy

           

          


        

      

    


    a.           this
Amendment duly executed by the Borrower, the Agent, and the Banks;

     

    b.           all
other documents, instruments, or agreements required to be delivered to the
Agent under the Credit Agreement and not previously delivered to the
Agent.

     

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

     

    a.           The
execution, delivery and performance by the Borrower of this Amendment and all
associated Loan Documents are within the Borrower’s power, have been duly
authorized by all necessary action, and do not
contravene:  (i) the articles of organization or operating
agreement of the Borrower; or (ii) any law or any contractual restriction
binding on or affecting the Borrower; and do not result in or require the
creation of any lien, security interest or other charge or encumbrance (other
than pursuant to the terms thereof) upon or with respect to any of its
properties;

     

    b.           This
Amendment is, and each other Loan Document to which the Borrower is a party when
delivered will be, legal, valid and binding obligations of the Borrower
enforceable against the Borrower in accordance with their respective terms,
except as may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium, or similar laws affecting the enforcement of creditor’s rights
generally and by general principles of equity; and

     

    c.           All
other representations and warranties contained in the Credit Agreement and the
other Loan Documents are true and correct and in full force and
effect.

     

    5.           Counterparts.  It
is understood and agreed that this Amendment may be executed in several
counterparts, each of which shall, for all purposes, be deemed an original, and
all of such counterparts, taken together, shall constitute one and the same
agreement, even though all of the parties hereto may not have executed the same
counterpart of this Amendment.  Electronic delivery of an executed
counterpart of a signature page to this Amendment shall be effective as delivery
of an original executed counterpart to this Amendment.

     

    IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by
their respective officers and duly authorized, as of the date first above
written,

     

    [SIGNATURE
PAGE TO IMMEDIATELY FOLLOW THIS PAGE]

     


    
      
        
                                                                              

        

         


      

      
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          Execution
Copy

           

          


        

      

    


    SIGNATURE
PAGE TO

     

    SIXTH
AMENDMENT TO CREDIT AGREEMENT

     

    BY AND
BETWEEN

     

    SOUTHWEST
IOWA RENEWABLE ENERGY, LLC,

     

    AGSTAR
FINANCIAL SERVICES, PCA (AS AGENT), AND

     

    THE
BANKS

     

    Dated to
be effective as of December 18, 2009

     

    


    


    SOUTHWEST
IOWA RENEWABLE ENERGY, LLC,

    an Iowa
limited liability company

    


    
    

     

    
      	 By
      :    	/s/ Brian T.
      Cahill	 
	 	Brian T.
      Cahill	 
	 	Its:  General
      Manager	 


    

     

    
 

    


    
      	By
      :    	/s/ Karol
    King	 
	 	Karol King	 
	 	Its:  Board
      Chairman




        

    


    


    



    
      
        
                                                                              

        

         


      

      
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          Execution
Copy

           

          


        

      

    


    SIGNATURE
PAGE TO

     

    SIXTH
AMENDMENT TO CREDIT AGREEMENT

     

    BY AND
BETWEEN

     

    SOUTHWEST
IOWA RENEWABLE ENERGY, LLC,

     

    AGSTAR
FINANCIAL SERVICES, PCA (AS AGENT), AND

     

    THE
BANKS

     

    Dated to
be effective as of December 18, 2009

     

    


    


    AGENT:

    


    AGSTAR FINANCIAL SERVICES,
PCA,

    as
Administrative Agent

    


    
      	/s/ Ron
    Monson	 
	By:  Ron
      Monson	 
	Its:  Vice
      President


    

    
 

    


    
 

    AGSTAR:

    as a
Bank

    


    AGSTAR FINANCIAL SERVICES,
PCA,

     

     

    
      	/s/ Ron
    Monson	 
	By:  Ron
      Monson	 
	Its:  Vice
      President


    

    


    



    
      
        
                                                                             

        

         


      

      
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          Execution
Copy

           

          


        

      

    


    SIGNATURE
PAGE TO

     

    SIXTH
AMENDMENT TO CREDIT AGREEMENT

     

    BY AND
BETWEEN

     

    SOUTHWEST
IOWA RENEWABLE ENERGY, LLC,

     

    AGSTAR
FINANCIAL SERVICES, PCA (AS AGENT), AND

     

    THE
BANKS

     

    Dated to
be effective as of December 18, 2009

     

    


    


    METROPOLITAN LIFE INSURANCE
COMPANY,

    as a
Bank

     

     

    
      	/s/ Steven D.
      Craig	 
	By:  Steven D.
      Craig	 
	Its: 
      Director




    Address:                8717
West 100th Street, Suite 700

    Overland Park,
KS  66210-2101

    



    
      
        
                                                                             

        

         


      

      
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          Execution
Copy

           

          


        

      

    


    SIGNATURE
PAGE TO

     

    SIXTH
AMENDMENT TO CREDIT AGREEMENT

     

    BY AND
BETWEEN

     

    SOUTHWEST
IOWA RENEWABLE ENERGY, LLC,

     

    AGSTAR
FINANCIAL SERVICES, PCA (AS AGENT), AND

     

    THE
BANKS

     

    Dated to
be effective as of December 18, 2009

     

    


    


    METLIFE BANK,
N.A.,

    as a
Bank

    


    
      	/s/ Steven D.
      Craig	 
	By:  Steven D.
      Craig	 
	Its:  Assistant
      Vice President


    

     

     

    Address:                8717
West 100th Street, Suite 700

    Overland Park,
KS  66210-2101

    



    
      
        
                                                                              

        

         


      

      
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          Execution
Copy

           

          


        

      

    


    SIGNATURE
PAGE TO

     

    SIXTH
AMENDMENT TO CREDIT AGREEMENT

     

    BY AND
BETWEEN

     

    SOUTHWEST
IOWA RENEWABLE ENERGY, LLC,

     

    AGSTAR
FINANCIAL SERVICES, PCA (AS AGENT), AND

     

    THE
BANKS

     

    Dated to
be effective as of December 18, 2009

     

    


    


    COÖPERATIEVE
CENTRALE RAIFFEISEN-

    BOERENLEENBANK
B.A., “RABOBANK

    NEDERLAND”,
New York Branch,

    as a
Bank

     

    
      	/s/ Andrew
      Sherman	 
	By:  Andrew
      Sherman	 
	Its:  Executive
      Director


    

    
 

    
      	/s/ Jeff
    Bliss	 
	By:  Jeff
      Bliss	 
	Its:  Executive
      Director


      


    

    


    Address:                245
Park Avenue 37th Floor

    New York,
NY  10167

    


     


    
      
        
                                                                             

        

         


      

      
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          Execution
Copy

           

          


        

      

    


    SIGNATURE
PAGE TO

     

    SIXTH
AMENDMENT TO CREDIT AGREEMENT

     

    BY AND
BETWEEN

     

    SOUTHWEST
IOWA RENEWABLE ENERGY, LLC,

     

    AGSTAR
FINANCIAL SERVICES, PCA (AS AGENT), AND

     

    THE
BANKS

     

    Dated to
be effective as of December 18, 2009

     

    


    


    AMARILLO NATIONAL
BANK,

    as a
Bank

    


    
      	/s/ Craig L.
      Sanders	 
	By:  Craig L.
      Sanders	 
	Its:  Executive
      Vice President


    

    
 

     

    Address:                P.O.
Box 1

    Amarillo,
Texas  79105

    



    
      
        
                                                                             

        

         


      

      
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          Execution
Copy

           

          


        

      

    


    SIGNATURE
PAGE TO

     

    SIXTH
AMENDMENT TO CREDIT AGREEMENT

     

    BY AND
BETWEEN

     

    SOUTHWEST
IOWA RENEWABLE ENERGY, LLC,

     

    AGSTAR
FINANCIAL SERVICES, PCA (AS AGENT), AND

     

    THE
BANKS

     

    Dated to
be effective as of December 18, 2009

     

    


    


    FIRST NATIONAL BANK OF
OMAHA,

    as a
Bank

     

    
      	/s/ Fallon
      Savage	 
	By:  Fallon
      Savage	 
	Its:  Second
      Vice President


    

    


    


    Address:                1620
Dodge Street

    Omaha, NE  68197

    



    
      
        
                                                                             

        

         


      

      
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          Execution
Copy

           

          


        

      

    


    SIGNATURE
PAGE TO

     

    SIXTH
AMENDMENT TO CREDIT AGREEMENT

     

    BY AND
BETWEEN

     

    SOUTHWEST
IOWA RENEWABLE ENERGY, LLC,

     

    AGSTAR
FINANCIAL SERVICES, PCA (AS AGENT), AND

     

    THE
BANKS

     

    Dated to
be effective as of December 18, 2009

     

    


    


    BANK OF THE WEST,

    as a
Bank

     

    
      	/s/ Christiana
      Creekpaum	 
	By:  Christiana
      Creekpaum	 
	Its:  Vice
      President


      


    

    Address:                Special
Assets Department

    1450 Treat Blvd.

    Walnut Creek,
CA  94597

    


     


    
      
        
                                                                              

        

         


      

      
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          Execution
Copy

           

          


        

      

    


    SIGNATURE
PAGE TO

     

    SIXTH
AMENDMENT TO CREDIT AGREEMENT

     

    BY AND
BETWEEN

     

    SOUTHWEST
IOWA RENEWABLE ENERGY, LLC,

     

    AGSTAR
FINANCIAL SERVICES, PCA (AS AGENT), AND

     

    THE
BANKS

     

    Dated to
be effective as of December 18, 2009

     

    


    


    MONUMENTAL LIFE INSURANCE
COMPANY,

    as a
Bank

    


    
      	/s/ Stephen
      Noonan	 
	By:  Stephen
      Noonan	 
	Its:  Vice
      President




    


    Address:               400
West Market Street

    5th Floor

    Louisville,
KY  40202

    



    
      
        
                                                                             

        

         


      

      
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          Execution
Copy

           

          


        

      

    


    SIGNATURE
PAGE TO

     

    SIXTH
AMENDMENT TO CREDIT AGREEMENT

     

    BY AND
BETWEEN

     

    SOUTHWEST
IOWA RENEWABLE ENERGY, LLC,

     

    AGSTAR
FINANCIAL SERVICES, PCA (AS AGENT), AND

     

    THE
BANKS

     

    Dated to
be effective as of December 18, 2009

     

    


    


    


    M & I MARSHALL & ILSLEY
BANK,

    as a
Bank

     

     

    
      	/s/ Gary
    Sloan	 
	By:  Gary
      Sloan	 
	Its:  SVP




    
      	/s/ Todd
      Senger	 
	By:  Todd
      Senger	 
	Its:  SVP




     

    Address:               
770 North Water Street

    Milwaukee,
WI  53202

    



    
      
        
                                                                             

        

         


      

      
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