Exhibit 10.1





Exhibit 10.1




FOURTH AMENDMENT TO THE LOAN AGREEMENT




THIS FOURTH AMENDMENT TO THE LOAN AGREEMENT (this “Agreement”) is made and entered into
effective as of July 1, 2010 (the “Effective Date”), by and between WESTERN DUBUQUE BIODIESEL, LLC,
an Iowa limited liability company (the “Borrower”), and BEAL BANK NEVADA, a Nevada corporation (the
“Lender”).



WITNESSETH:




A. Pursuant to that certain Construction-Term Loan Agreement (as modified, the “Loan
Agreement”), dated October 25, 2006, by and between the Borrower and BankFirst (the “Original
Lender”), the Original Lender made a loan (the “Loan”) to the Borrower, evidenced by that certain
Promissory Note (as modified, the “Note”), dated October 25, 2006, in the stated principal amount
of $35,500,000.00, executed and delivered by the Borrower and payable to the order of the Original
Lender.



B. The Loan and the Note are secured by, among other things, (i) that certain Mortgage (Open
End) (as modified, the “Mortgage"), dated October 25, 2006, executed by the Borrower for the
benefit of the Lender and its assigns and which has been recorded on November 8, 2006 under File
No. 2006-00017435 in the Office of the Recorder for the County of Dubuque, Iowa; and that certain
Security Agreement (as modified, the “Security Agreement"), dated October 25, 2006, by and between
the Borrower and the Original Lender. The Mortgage encumbers, among other things, the real property
described on Exhibit “A” attached hereto and all improvements thereon (all property
encumbered by the Mortgage or any other Loan Document is referred to herein as the “Property").



C. The Note, the Mortgage, the Security Agreement and the other documents executed and/or
delivered in regard to the Loan are collectively referred to in this Agreement as the “Loan
Documents").



D. Lender has acquired all right, title and interest of the Federal Deposit Insurance
Corporation (the “FDIC”), as Receiver for Original Lender, with regard to the Loan, the Note and
the Loan Documents.




E. Lender and Borrower desire to modify, but not replace, the Note and the other Loan

Documents as set forth herein.



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



1. Summary of Modifications. The Loan, the Note and the other Loan Documents are hereby
modified as follows:


 


 









 






As of the Effective Date, and on the first day of each month following the Effective Date,
up to and including November 1, 2010, the monthly payment due from the Borrower to the
Lender pursuant to Section 1 B (b) (i) of the Note, will be $150,000.00. So long as no Event
of Default, as such term is defined in the Loan Agreement, exists, such payments will be
applied first to accrued and unpaid interest and then to any late fees, if any, due in
regard to the Loan, with the remainder, if any, of each such payment to be applied to the
principal balance of the Loan and the Note. If an Event of Default does exist, each such
payment will be applied in the order and manner as determined by the Lender. Commencing on
December 1, 2010, and on the first day of each month thereafter, the monthly payment of
principal and interest due on the Note will be calculated, paid and applied as provided in
Section 1 B (b) (i) of the Note.



2. Borrower and Lender agree that as of the Effective Date, and prior to the application of
the payment made by the Borrower as of the Effective Date, the unpaid principal balance of the Loan
is $24,806,327.84.



3. All payments due on the Loan shall be paid to Lender at c/o CLMG Corp., 7195 Dallas
Parkway, Plano, TX 75024, or such other address as Lender may hereafter from time to time designate
in a written notice to Borrower.



4. AS A MATERIAL INDUCEMENT TO LENDER TO ENTER INTO THIS AGREEMENT, BORROWER, ON BEHALF OF
ITSELF AND ITS SUCCESSORS, ASSIGNS, LEGAL REPRESENTATIVES AND CONSTITUENTS (WHETHER OR NOT A PARTY
HERETO) (BORROWER AND SUCH SUCCESSORS, ASSIGNS, LEGAL REPRESENTATIVES AND CONSTITUENTS BEING
REFERRED TO HEREIN COLLECTIVELY AND INDIVIDUALLY, AS “OBLIGORS, ET AL.”), HEREBY FULLY, FINALLY AND
COMPLETELY RELEASE AND FOREVER DISCHARGE THE LENDER, THE FDIC, BOTH IN ITS CORPORATE CAPACITY AND
AS RECEIVER FOR THE ORIGINAL LENDER, THE ORIGINAL LENDER, EACH OWNER OF A PARTICIPATION OR OTHER
INTEREST IN THE LOAN AND THEIR RESPECTIVE SUCCESSORS, ASSIGNS, AFFILIATES, SUBSIDIARIES, PARENTS,
OFFICERS, SHAREHOLDERS, DIRECTORS, EMPLOYEES, ATTORNEYS AND AGENTS, PAST, PRESENT AND FUTURE, AND
THEIR RESPECTIVE HEIRS, PREDECESSORS, SUCCESSORS AND ASSIGNS (COLLECTIVELY AND INDIVIDUALLY,
“LENDER, ET AL.”) OF AND FROM ANY AND ALL CLAIMS, CONTROVERSIES, DISPUTES, LIABILITIES,
OBLIGATIONS, DEMANDS, DAMAGES, EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’
FEES), DEBTS, LIENS, ACTIONS AND CAUSES OF ACTION OF ANY AND EVERY NATURE WHATSOEVER, INCLUDING,
WITHOUT LIMITATION, ANY THEREOF RELATING TO THE LOAN, AND WAIVE AND RELEASE ANY DEFENSE, RIGHT OF
COUNTERCLAIM, RIGHT OF SET-OFF OR DEDUCTION TO THE PAYMENT OF THE INDEBTEDNESS EVIDENCED BY THE
NOTE OR ANY OTHER LOAN DOCUMENT WHICH OBLIGORS, ET AL. NOW HAVE OR MAY CLAIM TO HAVE AGAINST
LENDER, ET AL., OR ANY THEREOF, ARISING OUT OF, CONNECTED WITH OR RELATING TO ANY AND ALL ACTS,
OMISSIONS OR EVENTS OCCURRING PRIOR TO THE EXECUTION OF THIS AGREEMENT.


 


 









 





5. As an additional material inducement to Lender to enter into this Agreement,

Borrower hereby represents and warrants to Lender that:




	 	(a)	 	the Loan Documents are in full force and effect and Borrower has no defense,
counterclaim or offset to the Loan or any of the Loan Documents, as all are modified
hereby;

	 
	 	(b)	 	the representations and warranties of Borrower set forth in the Loan Documents
are true and correct in all material respects as of the date hereof and are hereby
reaffirmed as if such representations and warranties had been made on the Effective
Date and shall continue in full force and effect; and

	 
	 	(c)	 	this Agreement constitutes the legal, valid and binding obligation of Borrower
enforceable against Borrower in accordance with the terms hereof.






The representations and warranties of Borrower contained in this Agreement and in the Loan
Documents shall survive the consummation of the transactions contemplated by this Agreement.



6. In addition to the documents, instruments and acts described in this Agreement and which
are to be executed and/or delivered and/or taken pursuant to this Agreement, Borrower agrees to
execute and/or deliver from time to time upon request by Lender such other documents and
instruments, and take such other action, as Lender may request or require to more fully and
completely evidence and carry out the transactions contemplated by this Agreement.



7. Borrower hereby affirms, confirms, ratifies, renews and extends the debts, duties,
obligations, liabilities, rights, titles, security interests, liens, powers and privileges created
or arising by virtue of the Loan Documents, as modified hereby, until all of the indebtedness and
obligations relating to the Loan have been paid and performed in full. Borrower confirms that (i)
neither the Lender nor any prior owner or holder of the Loan has released, forgiven, discharged,
impaired, waived or relinquished, and does not hereby release, forgive, discharge, impair, waive or
relinquish any rights, titles, interests, liens, security interests, collateral, parties, remedies
or any other matter with respect to the Loan, or any of the Loan Documents, but rather Lender is
expressly retaining and reserving the same to their fullest extent.



8. This Agreement shall be binding upon the parties hereto and their respective successors and
assigns. Nothing contained in this paragraph shall act to amend or modify any of the provisions of
the Loan Documents which restrict or prohibit assignment or transfer.



9. Neither this Agreement nor any provision of the Loan Documents may be waived, modified or
amended, except by an instrument in writing signed by the party against which the enforcement of
such waiver, modification or amendment is sought, and then only to the extent set forth in such
instrument.



10. THIS AGREEMENT AND THE OTHER DOCUMENTS ENTERED INTO IN
REGARD TO THE LOAN REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES
AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES.


 


 









 






11. This Agreement may be executed in multiple counterparts




EXECUTED as of the day and year first above written.



	 	 	 	 	 
	 	 	BORROWER:
	 
	 	 	 	 
	 	 	WESTERN DUBUQUE BIODIESEL, LLC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Bruce Klostermann
	 

	 	 	 	 
	 

	 	Name:
	 	Bruce Klostermann
	 

	 	 	 	 
	 

	 	Title:
	 	V. Chair
	 

	 	 	 	 






	 	 	 	 	 
	 	 	LENDER:
	 
	 	 	 	 
	 	 	BEAL BANK NEVADA
	 
	 	 	 	 
	 

	 	By:
	 	/s/ James Erwin
	 

	 	 	 	 
	 

	 	Name:
	 	James Erwin
	 

	 	 	 	 
	 

	 	Title:
	 	Authorized Signatory
	 

	 	 	 	 





 


 









 





ACKNOWLEDGEMENTS




	 	 	 	 	 	 	 
	STATE OF IOWA

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	COUNTY OF DUBUQUE

	 	 	)	 	 	 






This instrument was acknowledged before me on July 16, 2010, by Bruce Klostermann
the Vice-Chair of WESTERN DUBUQUE BIODIESEL, LLC, an Iowa limited liability company, on
behalf of said limited liability company.





Notary Seal

AMANDA E. KNIPPER

Commission Number 754501

My Comm. Exp. 8/28/11







	 	 	 
	/s/ Amanda E. Knipper
	 
	Notary Public
	My Commission expires:

	 	8/28/11
	 

	 	 











	 	 	 	 	 	 	 
	STATE OF TEXAS

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	COUNTY OF COLLIN

	 	 	)	 	 	 






This instrument was acknowledged before me on July 22nd, 2010, by James Erwin, the
authorized signatory of BEAL BANK NEVADA, a Nevada corporation, on behalf of said corporation.





Notary Seal

RUTH B. HARRISON

Notary Public, State of Texas

My Commission Expires

April 24, 2013







	 	 	 
	/s/ Ruth B. Harrison
	 
	Notary Public
	My Commission expires:

	 	4/24/2013
	 

	 	 










 


 









 





EXHIBIT “A”




The Property

Legal Description




Lot 2 of Farley Industrial Park No. 5, Dubuque County, Iowa.