FIRST AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.2

EXECUTION VERSION

FIRST AMENDMENT TO

CREDIT AGREEMENT

This FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of May 23, 2006 (this “Amendment” ), is by and among ASA OPCO HOLDINGS, LLC, a Delaware limited liability company (“ASA Holdings” ), ASA ALBION, LLC, a Delaware limited liability company (“Albion”), XXX XXXXXXXXXXXX, LLC, a Delaware limited liability company (“Bloomingburg”), and XXX XXXXXX, LLC, a Delaware limited liability company (“Linden” and, together with ASA Holdings, Albion and Bloomingburg, the “Borrowers”), ASA Holdings, as Borrowers’ Agent, each of the Lenders party hereto and WESTLB AG, New York Branch, as Administrative Agent for the Lenders.

WHEREAS, pursuant to the Credit Agreement, dated as of February 6, 2006 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrowers, the Borrowers’ Agent, each of the Lenders from time to time party thereto, the Administrative Agent, First National Bank of Omaha, as Collateral Agent for the Senior Secured Parties, First National Bank of Omaha, as Accounts Bank, WestLB AG, New York Branch, as Co-Syndication Agent, Lead Arranger, and Sole Lead Bookrunner, First National Bank of Omaha and Standard Chartered Bank, as Co-Syndication Agents and Lead Arrangers and CIT Capital USA INC. and ING Capital LLC, as Co-Documentation Agents and Lead Arrangers, the Lenders agreed to make a credit facility available to the Borrowers, subject to the terms and conditions set forth therein;

WHEREAS, the Borrowers have requested that the Required Lenders consent to an amendment of the definition of “Change of Control” set forth in the Credit Agreement in the manner set forth herein;

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained in the Credit Agreement and herein, and other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1. Definitions. Capitalized terms used but not otherwise defined herein shall have the same meanings assigned to them in the Credit Agreement.

2. Amendment to the Credit Agreement. Clause (iv) of the definition of “Change of Control” set forth in Section 1.01 (Defined Terms) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

“...(iv) prior to the Conversion Date, Xxxxx fails to own at least 2.6377% of all Equity Interests (including all classes) in ASA Biofuels.”

3. Conditions to Effectiveness. This Amendment shall become effective upon the execution of a counterpart hereof by each of the Borrowers, the Borrowers’ Agent, the Required Lenders and the Administrative Agent.

4. Ratification; No Waiver; Etc. Except as expressly amended hereby, the Credit Agreement and all documents, instruments, and agreements related thereto are hereby ratified and confirmed in all respects and shall continue in full force and effect. The execution, delivery, and effectiveness of this Amendment shall not operate as a waiver of any right, power, or remedy of any of the Lenders under the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement. The Credit Agreement shall, together with this Amendment, be read and construed as a single agreement. All references in the Credit Agreement, and any related documents, instruments and agreements shall hereafter refer to the Credit Agreement as amended hereby.

5. Authority; Etc. The execution and delivery by each of the Borrowers and the Borrowers’ Agent of this Amendment and the performance by each of the Borrowers and the Borrowers’ Agent of all of its agreements and obligations under the Credit Agreement as amended hereby are within the organizational authority of each of them and have been duly authorized by all necessary organizational action on the part of each Borrower and the Borrowers’ Agent.

6. Miscellaneous.

(a) THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA.

(b) Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment or the Credit Agreement for any other purpose or be given any substantive effect.

(c) This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all of which counterparts together shall constitute but one and the same instrument.

(d) Delivery of an executed counterpart of a signature page of this Amendment by telecopy or portable document format (“pdf”) shall be effective as delivery of a manually executed counterpart of this Amendment.

[The remainder of this page was left blank intentionally.]

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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to Credit Agreement to be executed by their respective officers as of the day and year first above written.

ASA OPCO HOLDINGS, LLC, as Borrower
By:		/s/ Xxxxxxx X. Xxxxxx
Name:		Xxxxxxx X. Xxxxxx
Title:		Chief Operating Officer
ASA ALBION, LLC, as Borrower
By:		/s/ Xxxxxxx X. Xxxxxx
Name:		Xxxxxxx X. Xxxxxx
Title:		Chief Operating Officer
XXX XXXXXXXXXXXX, LLC, as Borrower
By:		/s/ Xxxxxxx X. Xxxxxx
Name:		Xxxxxxx X. Xxxxxx
Title:		Chief Operating Officer
XXX XXXXXX, LLC, as Borrower
By:		/s/ Xxxxxxx X. Xxxxxx
Name:		Xxxxxxx X. Xxxxxx
Title:		Chief Operating Officer

First Amendment to Credit Agreement

ASA OPCO HOLDINGS, LLC, as Borrowers’ Agent
By:		/s/ Xxxxxxx X. Xxxxxx
Name:		Xxxxxxx X. Xxxxxx
Title:		Chief Operating Officer

First Amendment to Credit Agreement

WESTLB AG, NEW YORK BRANCH, as Lender
By:		/s/ XXXXXX XXXXXXXXX
Name:		XXXXXX XXXXXXXXX
Title:		EXECUTIVE DIRECTOR
By:		/s/ XXXXX X. XXXXXXXXX
Name:		XXXXX X. XXXXXXXXX
Title:		MANAGING DIRECTOR
Acknowledged by:
WESTLB AG, NEW YORK BRANCH, as Administrative Agent
By:		/s/ XXXXXX XXXXXXXXX
Name:		XXXXXX XXXXXXXXX
Title:		EXECUTIVE DIRECTOR
By:		/s/ XXXXX X. XXXXXXXXX
Name:		XXXXX X. XXXXXXXXX
Title:		MANAGING DIRECTOR

First Amendment to Credit Agreement

FIRST NATIONAL BANK OF OMAHA, as Lender
By:		/s/ XXXX X. XXXXXXX
Name:		XXXX X. XXXXXXX
Title:		VICE PRESIDENT

First Amendment to Credit Agreement

STANDARD CHARTERED BANK,
as Lender
By:		/s/ XXXXXX X. XX
Name:		XXXXXX X. XX
Title:		VICE PRESIDENT STANDARD CHARTERED BANK NY
By:		/s/ XXXX XXXXXXX
Name:		XXXX XXXXXXX
Title:		SENIOR VICE PRESIDENT PROJECT FINANCE AMERICAS

First Amendment to Credit Agreement

ING CAPITAL LLC, as Lender
By:		/s/ Xxxxxx X. Xxxxxxxxx
Name:		Xxxxxx X. Xxxxxxxxx
Title:		Managing Director

First Amendment to Credit Agreement

SCOTIABANC INC., as Lender
By:		/s/ Xxxxxxx X. Xxxxxxx
Name:		Xxxxxxx X. Xxxxxxx
Title:		Managing Director

First Amendment to Credit Agreement

GREENSTONE FARM CREDIT SERVICES, ACA/FLCA, as Lender
By:		/s/ Xxx Xxxxxxx
Name:		Xxx Xxxxxxx
Title:		AVP/Lending Officer

First Amendment to Credit Agreement

BANK MIDWEST, N.A., as Lender
By:		/s/ XXXXX X. XXXXX
Name:		XXXXX X. XXXXX
Title:		SENIOR VICE PRESIDENT COMMERCIAL LENDING

First Amendment to Credit Agreement

BANCO BILBAO VIZCAYA ARGENTARIA S.A., as Lender
By:		/s/ Xxxxxx Xxxxxxxx
Name:		Xxxxxx Xxxxxxxx
Title:		Vice President
By:		/s/ Maite Vizan
Name:		Maite Vizan
Title:		Vice President

First Amendment to Credit Agreement

1ST FARM CREDIT SERVICES, FLCA, as Lender
By:		/s/ Xxxx X. Xxxxxxxxxx
Name:		Xxxx X. Xxxxxxxxxx
Title:		VP-Capital Markets

First Amendment to Credit Agreement

NATEXIS BANQUES POPULAIRES, as Lender
By:		/s/ Xxxxxx Xxxxxxx
Name:		Xxxxxx Xxxxxxx
Title:		Vice President
By:		/s/ Xxxxxx Xxxx
Name:		Xxxxxx Xxxx
Title:		Associate

First Amendment to Credit Agreement

AMARILLO NATIONAL BANK,
as Lender
By:		/s/ Xxxxx X. Xxxxxxx
Name:		Xxxxx X. Xxxxxxx
Title:		Executive Vice President
By:		/s/ J. Xxxx Xxxxxx
Name:		J. Xxxx Xxxxxx
Title:		Vice President

First Amendment to Credit Agreement

INVESTEC BANK (UK) LIMITED,
as Lender
By:		/s/ XXX XXXXXXX
Name:		XXX XXXXXXX
Title:		HEAD OF CREDIT, INVESTEC BANK (UK) LTD
By:		/s/ XXXXX VAN DER XXXX
Name:		XXXXX VAN DER XXXX
Title:		HEAD OF TREASURY AND SPECIALIST FINANCE, INVESTEC BANK (UK) LTD

First Amendment to Credit Agreement