**Exhibit10.2**

**Sixth Amendment toConstruction Loan Agreement**

** **

This Sixth Amendment to Construction Loan Agreement isdated as of the 2nd day of December, 2004, and is by and between **LSCP, LLLP**, an Iowa limited liability limited partnership (“BORROWER”)and **FIRST NATIONAL BANK OF OMAHA** (“BANK”),a national banking association established at Omaha, Nebraska.

 

WHEREAS, the BANKand BORROWER executed a written Construction Loan Agreement dated as of July25, 2002, which, together will all amendments thereto, is collectively calledthe “AGREEMENT”.

 

WHEREAS, BORROWER has requested BANK to loan it up tothe sum of $5,400,000.00 (the “EXPANSION LOAN”) to assist BORROWER inconstruction of improvements resulting in an expansion of its existing ethanolplant (“EXPANSION PROJECT”).

 

Now, Therefore, in consideration of the AGREEMENT, and their mutualpromises made herein, BANK and BORROWER agree as follows:

 

1.                                       Terms which are typed herein as allcapitalized words and are not defined herein shall have same meanings as whendescribed in the AGREEMENT.

 

2.                                       Paragraph 1.19 (i) of the AGREEMENT ishereby amended to read as follows:

 

                (i) as to the REVOLVING NOTE,July 22, 2005; as to TERM NOTE 2, TERM NOTE 3, TERM NOTE 4, June 1, 2008; andTERM NOTE 5, COMPLETION DATE.

 

3.             Effective immediately, paragraphs1.1, 1.5 ,1.6, 1.7, 1.10, 1.25, 1.26, and 1.36 of the AGREEMENT are amended toread:

 

1.1           “ASSIGNMENT OF EXPANSION CONTRACT”means the assignment of the agreement (“EXPANSION CONTRACT”) between theBORROWER and ICM, Inc. (the “GENERAL CONTRACTOR”) for preparation of PLANS andconstruction of the EXPANSION PROJECT in accordance with PLANS thereindescribed, by which the BORROWER assigns, as additional security for repaymentof the OBLIGATIONS, the BORROWER’s interest in the EXPANSION CONTRACT in a formacceptable to the BANK in the exercise of its reasonable discretion.

 

1.5           “CLOSING” shall mean the date onwhich the BANK receives this AGREEMENT, executed by the BORROWER, together withTERM NOTE 5.

 

1.6           “CONSTRUCTION LOAN TERMINATION DATE”means the earlier of (i) the date which is ten months subsequent to CLOSING,(ii) the COMPLETION DATE, or (iii) such earlier date upon which the BANK’scommitment to make disbursements under TERM NOTE 5 is terminated.

 

1.7           “COMPLETION DATE” means the earlierof September 1, 2005, or the date the BANK determines following a properinspection and in the exercise of BANK’s 

 

 

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reasonablediscretion, that the EXPANSION PROJECT has been completed in accordance withthe PLANS.

 

 

1.10         “DRAW REQUEST” means forms acceptableto the BANK to be submitted to the BANK by BORROWER when a disbursement isrequested under TERM NOTE 5.

 

1.25         “PLANS” means the plans andspecifications prepared by the GENERAL CONTRACTOR for the EXPANSION PROJECT andidentified to this AGREEMENT by the GENERAL CONTRACTOR, the BORROWER and theBANK.

 

1.26         “EXPANSION PROJECT” means the designand construction of an addition to BORROWER’s ethanol plant, together with allnecessary and appropriate fixtures, equipment, attachments, and accessories, asdescribed in the PLANS, to be constructed on the PROPERTY.

 

1.36         “LIBOR RATE” shall mean (a) thequotient of the (i) LIBOR BASE RATE divided by (ii) one minus the applicableLIBOR RESERVE PERCENTAGE plus (b) 280 basis points in the case of the TERM NOTE2, or 330 basis points in the case of TERM NOTE 5, or 380 basis points in thecase of TERM NOTE 3, TERM NOTE 4, and REVOLVING NOTE.  The LIBOR RATE shall be adjustedautomatically on and as of the effective date of any change in the LIBORRESERVE PERCENTAGE.

 

4.             The following additional paragraphs2.14, 2.15, and 2.16 shall be added to the AGREEMENT, immediately followingexisting paragraph 2.13:

 

2.14         EXPANSION LOAN.  The BANK agrees, on the terms and subject tothe conditions hereinafter set forth, to make, from time to time during theperiod from the date of execution of this AGREEMENT to and including theCONSTRUCTION LOAN TERMINATION DATE disbursements to the BORROWER in an aggregateprincipal amount not to exceed the amount of the EXPANSION LOAN for the solepurpose of paying approved construction costs of the EXPANSION PROJECT.  If, prior to the COMPLETION DATE, there ispaid to BANK a third party payment (a grant payment, for example), which isapplied to the EXPANSION LOAN, BANK will advance such amount, or a lesser sum,as in BANK’s reasonable discretion is necessary to complete the EXPANSIONPROJECT.  Approved construction costs arecosts actually incurred in connection with the construction of the EXPANSIONPROJECT, which shall include but not be limited to costs of permits, licenses,labor, supplies, materials, services, equipment, insurance premiums, realestate taxes and interest on disbursements. Construction costs do not include the cost associated with terminationunder §14 of the General Conditions of Contract to the EXPANSION CONTRACT.

 

2.15         “TERM NOTE 5” means the promissory noteof the BORROWER in the form of Exhibit 6-A evidencing borrowings under theEXPANSION LOAN of up to a maximum amount of Five Million Four Hundred Thousand($5,400,000.00) Dollars. Notwithstanding any provisions of TERM NOTE 5,interest shall be payable at the rate provided therein only on such portions ofthe EXPANSION LOAN proceeds as actually have been disbursed pursuant to thisAGREEMENT.

 

 

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2.16         Prior to CONSTRUCTION COMPLETION DATE,BORROWER shall pay BANK interest only, due quarterly.  On CONSTRUCTION COMPLETION DATE, the outstandingbalance of TERM NOTE 5 will be added to the principal balance of TERM NOTE 3,and thus repaid.

 

5.             Paragraph 8.7 of the AGREEMENT ishereby amended, effective immediately, to read:

 

8.7           Addresses for Notices, Etc.  Except as otherwise expressly providedherein, all notices, requests, demands and other communications provided forunder the LOAN DOCUMENTS shall be in writing and mailed or delivered to theapplicable party at its address indicated below:

 

If to theBORROWER:                         LSCP, LLLP (d/b/a Little Sioux Corn Processors, L.P.)

                                                                4808F Avenue

                                                                Marcus,Iowa 50135

                                                                Attn:  Steve Roe

 

 

If to the BANK:                                    First National Bank of Omaha

                                                                1620Dodge St. STOP 1050

                                                                Omaha,NE 68197-1050

                                                                Attention:  Omer Sagheer

 

or, as to eachparty, at such other address as shall be designated by such party in a writtennotice to the other party complying as to delivery with the terms of thisSection. All such notices, requests, demands and other communications shall,when mailed, be effective when deposited in the mails, addressed as aforesaid,except that notices or requests to the BANK pursuant to any of the provisionshereunder shall not be effective until received by the BANK.

 

6.             At CLOSING, and prior to anyadvance of principal of the EXPANSION LOAN, BORROWER shall deliver to BANK, inform reasonably acceptable to BANK, the following:

 

A.                                   TERM NOTE 5

 

B.                                     The ASSIGNMENT OF EXPANSION CONTRACT dulyexecuted by the BORROWER and consented to by the GENERAL CONTRACTOR and a copyof the EXPANSION CONTRACT, together with the General Conditions of Contractreferred to therein.

 

C.                                     The PLANS for the EXPANSION PROJECTcertified by ICM, Inc. and the BORROWER.

 

D.                                    A disbursement agreement, in formacceptable to BANK, by which AgStar Financial Services agrees to make the disbursementsof TERM LOAN 5 and to 

 

 

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                                                monitor payment of suppliers andcontractors furnishing goods and services for the EXPANSION PROJECT.

 

E.                                      A total project cost statement on theEXPANSION PROJECT duly executed by the BORROWER and the GENERAL CONTRACTOR,setting forth the anticipated total cost of the EXPANSION PROJECT’s completion.

 

F.                                      (reserved)

 

G.                                     An as built appraisal based upon thePLANS to be performed by Natwick Associates Appraisal Services which shows theas-completed value of the PROPERTY and EXPANSION PROJECT addressed to andotherwise acceptable to BANK.

 

H.                                    A title binder, issued by AgStarFinancial Services, (the “TITLE COMPANY”) at BORROWER’s expense, constituting acommitment by the TITLE COMPANY to issue a mortgagee’s title policy in favor ofthe BANK as mortgagee under the MORTGAGE, that will be free from all standardexceptions, including mechanics’ liens and all other exceptions not previouslyapproved by the BANK and that will insure the MORTGAGE to be a valid first lienon the PROPERTY.

 

I.                                         (reserved)

 

J.                                        Copies of all PERMITS from the applicableregulatory agencies from whom a permit or license is required.

 

K.                                    Copies of documents from the appropriatestate, federal, city or county authority having jurisdiction over the PROPERTYand the EXPANSION PROJECT that provide to the reasonable satisfaction of theBANK that the EXPANSION PROJECT when constructed in accordance with the PLANSwill comply in all material respects with all applicable ordinances, zoning,subdivision, platting, environmental and land use requirements, without specialvariance or exception, and such other evidence as the BANK shall reasonablyrequest to establish that the PROJECT and the contemplated use thereof arepermitted by and comply with all applicable use or other restrictions andrequirements in prior conveyances, zoning ordinances, environmental laws andregulations, water shed district regulations and all other applicable laws orregulations, and governmental authorities having jurisdiction over thePROJECT.  BORROWER is not required toobtain advance confirmation from any governmental body that the PROJECT willcomply with such ordinances, regulations and requirements.

 

L.                                      A signed opinion of counsel for theBORROWER, addressed to the BANK, opining that: 1) the BORROWER is dulyorganized and in good standing in the state of Iowa; 2) the BORROWER isqualified in each state in which it does business and is legally required to bequalified; 3) the BORROWER has the power to execute and deliver the LOANDOCUMENTS and to borrow money and perform in accordance with the terms of theLOAN DOCUMENTS; 4) to the 

 

 

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                                                counsel’s knowledge, all actions andconsents by BORROWER necessary to the validity of the LOAN DOCUMENTS have beenobtained; 5) the LOAN DOCUMENTS have been duly signed and are the valid andbinding obligation of the BORROWER and enforceable in accordance with theirterms; and 6) to the best of counsel’s knowledge, the LOAN DOCUMENTS and thetransactions contemplated there under do not conflict with any provision of thelimited partnership agreement of BORROWER or any agreement binding upon theBORROWER or its properties.

 

M.                                 A recently certified copy of the BORROWER’sLimited Liability Limited Partnership Agreement, and any amendments, ifapplicable.

 

N.                                    A recently certified copy of the BORROWER’sCertificate of Limited Liability Limited Partnership and any amendments, ifapplicable.

 

O.                                     BORROWER shall provide an assignment, inform reasonably satisfactory to BANK, of all warranties existing at CLOSING andafter CLOSING, which have been issued or will be issued to BORROWER bysubcontractors and material suppliers to the EXPANSION PROJECT.

 

7.                                       At CLOSING, BORROWER shall pay to BANK anorigination fee in the sum of $40,500, which BANK will share with its loanparticipants.

 

8.                                       BORROWER certifies by its executionhereof that the representations and warranties set forth in Section 5 of theAGREEMENT are true as of this date, except as to the status of BORROWER being alimited partnership, and that no EVENT OF DEFAULT under the AGREEMENT, and noevent which, with the giving of notice or passage of time or both, would becomesuch an EVENT OF DEFAULT, has occurred as of this date.

 

9.                                       Except as amended hereby the partiesratify and confirm as binding upon them all of the terms of the AGREEMENT.

 

In witness whereofthe parties set their hands as of the date first written above.

 
| First National Bank of Omaha |   | LSCP, LLLP,                                   |
|------------------------------|--------|-----------------------------------------------|
|                         |   | an Iowa Limited Liability Limited Partnership |
|                         |   | By Little Sioux Corn Processors, L.L.C., Its  |
|                         |   | General Partner                               |

 

 

 
| By: /s/   Omer Sagheer                                          |   | By: /s/   Stephen G. Roe                                               |
|--------------------------------------------------------------------------------|--------|---------------------------------------------------------------------------------------|
|          Omer  Sagheer,           |   |          Steve  Roe, President of Little |
|          Commercial  Loan Officer |   |          Sioux  Corn Processors, L.L.C.  |

 

 

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NOTARYACKNOWLEDGMENT

 
| STATE OF IOWA      | )     |
|--------------------|-------|
|               | ) ss. |
| COUNTY OF Cherokee | )     |

 

 

                On this 2 day ofNovember, 2004, before me, the undersigned, a Notary Public, personallyappeared Steve Roe, President of Little Sioux Corn Processors, L.L.C., GeneralPartner of LSCP, LLLP, on behalf of said entity, who executed the foregoinginstrument, and acknowledged that he executed the same as his voluntary act anddeed.

 

 
|   |   |   |   |   |   /s/Becky J. Nothem |
|--------|--------|--------|--------|--------|--------------------------------|
|   |   |   |   |   | Notary Public                  |   |

 

 

 

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TERM PROMISSORY NOTE

(Term Note 5)
| Omaha, Nebraska             |   | $5,400,000.00                     |
|-----------------------------|--------|-----------------------------------|
| Note Date: December 2, 2004 |   | Maturity Date: September  1, 2005 |

 

 

                On or before September 1, 2005, **LSCP, LLLP** (“BORROWER”) promises to pay to the order of **First National Bank of Omaha** (“BANK”) at any of its officesin Omaha, Nebraska the principal sum hereof, which shall be Five Million FourHundred Thousand and no/100 ($5,400,000.00) Dollars or so much thereof as mayhave been advanced by BANK and shown on the records of the BANK to beoutstanding, under this Note and the Construction Loan Agreement (“AGREEMENT”)executed by the BANK and BORROWER dated as of July 25, 2002, as it may, fromtime to time, be amended.  This Noteevidences TERM NOTE 5 identified in the AGREEMENT.

                Interest on the principal amountoutstanding shall accrue based on one month LIBOR   + 330 basis points.  Interest shall be calculated on the basis ofa 360-day year, counting the actual number of days elapsed.  Interest on this promissory note shall bepayable quarterly.

                The AGREEMENT containsadditional terms of this Note, including, but not limited to enumerated eventsof default, and the granting of liens to secure BORROWER’s performance. Allcapitalized terms not otherwise defined herein shall have the same meanings asset forth in the AGREEMENT.

                As provided in the AGREEMENT,upon any such enumerated default, BANK may accelerate the due date of this Noteand declare all obligations set forth herein immediately due and payable, andBANK shall also have such other remedies as are described in the  AGREEMENT and are provided by law. All makersand endorsers hereby waive presentment, demand, protest and notice of dishonor,consent to any number of extensions and renewals for any period without notice;and consent to any substitution, exchange or release of collateral, and to theaddition or releases of any other party primarily or secondarily liable.

 

Executed as of the2 day of December, 2004.
|   |                                           |
|--------|------------------------------------------------|
|   | LSCP, LLLP,                                    |
|   | an Iowa Limited Liability Limited Partnership, |
|   | By Little Sioux Corn Processors, L.L.C.        |
|   | Its General Partner                            |

 

 

 
|   | By:    | /s/   Stephen G. Roe                                |
|--------|--------|--------------------------------------------------------------------|
|   |   | Steve Roe, President of Little                                     |
|   |   |       Sioux Corn  Processors, L.L.C. |

 

 

 

 

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