exv10w2



 





Exhibit 10.2




SECOND
AMENDMENT TO CONSTRUCTION LOAN AGREEMENT



This Second Amendment to Construction Loan Agreement is dated as of the 18th day of July, 2007,
and is by and between RED TRAIL ENERGY, LLC, a North Dakota limited liability company
(“BORROWER”), and FIRST NATIONAL BANK OF OMAHA (“BANK”), a national banking association
established at Omaha, Nebraska.



WHEREAS, the BANK and BORROWER executed a written Construction Loan Agreement dated as of July 25,
2002, which, together will all amendments thereto, is collectively called the “AGREEMENT”.



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




     1. Terms which are typed herein as all capitalized words and are not defined herein
shall have same meanings as when described in the AGREEMENT.



     2. Paragraph 1.23 (A) of the AGREEMENT is hereby amended to read as follows,
effective immediately:




1.24 “LOAN TERMINATION DATE” means the earliest to occur of the following: (i) as to the
REVOLVING NOTE, July 17, 2008, as to FIXED RATE NOTE, VARIABLE RATE NOTE and as to LONG
TERM REVOLVING NOTE, a date which is five years subsequent to the COMPLETION DATE, (ii)
the date the OBLIGATIONS are accelerated pursuant to this AGREEMENT, and (iii) the date
BANK has received (a) notice in writing from BORROWER of BORROWER’s election to terminate
this AGREEMENT and (b) indefeasible payment in full of the OBLIGATIONS.



     3. BORROWER certifies by its execution hereof that the representations and
warranties set forth in Section 5 of the AGREEMENT are true as of this date, and that no
EVENT OF DEFAULT under the AGREEMENT, and no event which, with the giving of notice
or passage of time or both, would become such an EVENT OF DEFAULT, has occurred as of
this date.



     4. Except as amended hereby the parties ratify and confirm as binding upon them all
of the terms of the AGREEMENT.



(remainder of page left intentionally blank)




 









 





     IN WITNESS whereof the parties set their hands as of the date first written above.



	 	 	 	 	 	 	 	 	 
	First National Bank of Omaha	 	 	 	Red Trail Energy, LLC
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Chris Reiner
	 	 	 	By:
	 	/s/ Mike Appert
	 

	 	 
	 	 	 	 	 	 
	 

	 	Chris Reiner
	 	 	 	Name:
	 	Mike Appert
	 

	 	 	 	 	 	 	 	 
	 

	 	Commercial Loan Officer
	 	 	 	Its:
	 	Chairman
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	And	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Roger Berglund
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Roger Berglund
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Its:
	 	Treas.
	 

	 	 	 	 	 	 	 	 





	 	 	 	 	 	 	 	 	 
	STATE OF

	 	North Dakota
	 	 	)	 	 	 
	 

	 	 	 	 	)	 	 	ss.
	COUNTY OF

	 	Stark
	 	 	)	 	 	 
	 

	 	 	 	 	 	 	 	 





     On this 24 day of July, 2007, before me, the undersigned, a Notary Public, personally
appeared  Mike Appert, Chairman of Red Trail Energy, LLC, on behalf of said entity, who executed the foregoing
instrument, and acknowledged that he executed the same as his voluntary act and deed and that of
the Company.



	 	 	 	 	 
	 	 	/s/ De Ell Hoff
	 	 	 
	 

	 	Notary Public	 	 
	 

	 	 	 	DEELL HOFF
	 

	 	 	 	Notary Public
	 

	 	 	 	State of North Dakota 
	 

	 	 	 	My Commission Expires Oct. 21, 2011






	 	 	 	 	 	 	 	 	 
	STATE OF

	 	North Dakota
	 	 	)	 	 	 
	 

	 	 	 	 	)	 	 	ss.
	COUNTY OF

	 	Stark
	 	 	)	 	 	 
	 

	 	 	 	 	 	 	 	 






     On this 24 day of  July, 2007, before me, the undersigned, a Notary Public,
personally appeared  Roger Berglund, Treas of Red Trail Energy, LLC, on behalf of said entity,
who executed the foregoing instrument, and acknowledged that he executed the same as his voluntary
act and deed and that of the Company.




	 	 	 	 	 
	 	 	/s/ De Ell Hoff
	 	 	 
	 

	 	Notary Public	 	 
	 

	 	 	 	DEELL HOFF
	 

	 	 	 	Notary Public
	 

	 	 	 	State of North Dakota 
	 

	 	 	 	My Commission Expires Oct. 21, 2011