Exhibit 10.1
FIFTH
AMENDMENT
TO THE
CREDIT
AGREEMENT
dated July 29,
2003
between
WESTERN PLAINS ENERGY,
L.L.C.
as Borrower
and
AGCOUNTRY FARM CREDIT
SERVICES, FLCA
as Lender
May 2, 2007
FIFTH
AMENDMENT
to the
CREDIT AGREEMENT
THIS FIFTH AMENDMENT to the
CREDIT AGREEMENT (the “Fifth Amendment” ) dated
July 29, 2003 (as further amended, modified, supplemented, restated
or replaced from time to time, the “ Agreement ”), is made and entered
into as of May 2, 2007, by and between WESTERN PLAINS ENERGY,
L.L.C., a Kansas limited liability company (“ Borrower ”) and AGCOUNTRY FARM
CREDIT SERVICES, FLCA (“ Lender ”).
WHEREAS , pursuant
to Section 9.02(b) of the Agreement, Lender and Borrower
hereby agree to amend the Agreement subject to the terms and
conditions set forth herein.
NOW, THEREFORE , in
consideration of the terms and conditions set forth herein, and for
other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Borrower and Lender agree as
follows:
1.
Definitions . Except
as otherwise provided herein, capitalized terms used herein without
definition shall have the meanings provided for in the
Agreement.
2.
Revolving Commitment.
The defined term “Revolving Commitment” under
Section 1.01 of the Agreement is deleted in its entirety and
replaced with the following language:
“ Revolving
Commitment ” shall mean the obligation of Lender to make
Revolving Loans to Borrower in accordance with the terms of Section
2.05 in an amount not to exceed the
Revolving Conversion Amount.
3. “Revolving Conversion
Amount.” The defined term “Revolving
Conversion
Amount” under Section 1.01 of the Agreement is deleted in its
entirety and replaced with the following language:
“ Revolving
Conversion Amount ” shall mean Eight Million Dollars
($8,000,000).
4.
“Revolving Credit
Note.” The defined term “Revolving Credit
Note” under Section 1.01 of the Agreement is deleted in its
entirety and replaced with the following language:
“ Revolving
Credit Note ” shall mean a note of Borrower payable to
the order of Lender in substantially the form of Exhibit A to the
Fifth Amendment.
5.
“Variable
Rate.” The defined term “Variable Rate”
under Section 1.01 of the Agreement is deleted in its entirety and
replaced with the following language:
“ Variable
Rate ” shall mean the per annum floating rate of interest
equal to LIBOR, as determined on the applicable Determination Date,
plus 200 basis points (2.00%) during the related Interest
Period.
6.
Conditions to
Effectiveness. It shall be a condition to the effectiveness
of this Fifth Amendment that Borrower executes the Amended and
Restated Revolving Credit Note
attached hereto as
Exhibit A. Contemporaneously with the execution of the Amended and
Restated Revolving Credit Note, Lender shall deliver to Borrower
the original Revolving Credit Note dated September 1,
2004.
7.
Representations; Events of
Default . In order to induce Lender to execute this
Fifth Amendment, the Borrower hereby:
(a) makes and renews to Lender the
representations and warranties set forth in Article IV of
the Agreement; and
(b)
certifies to Lender that no Default or Event of Default has
occurred under the Agreement.
8.
Expenses . Borrower
shall pay or reimburse Lender for attorneys’ fees and costs
of Lender’s legal counsel in connection with the preparation,
execution, delivery and consummation of this Fifth Amendment, and,
notwithstanding
