**Exhibit10.2**

**FIRSTSUPPLEMENT****TO THE****MASTER AMENDED AND RESTATED CREDIT AGREEMENT****(Term Loans A & B)**

THISFIRST SUPPLEMENT TO THE MASTER AMENDED AND RESTATED CREDIT AGREEMENT****(“***First Supplement***”) is made and entered intoas of June     , 2006, by and between EAST KANSASAGRI-ENERGY, L.L.C., a Kansas limitedliability company, and HOMEFEDERAL SAVINGS BANK, a federally chartered stock savings bank.  This First Supplement supplements the MasterAmended and Restated Credit Agreement between the Lender and the Borrower datedas of even date herewith (as the same may be amended, restated, or otherwisemodified (other than by Supplements entered into pursuant to Section 1.02thereof) from time to time, the “***Master Agreement***”).

**RECITALS:**

A.            Pursuant to the Original CreditAgreement, Lender has made certain loans and other credit accommodationsavailable to Borrower, including two construction and term loans referred to as“Loan A” and “Loan B” in the Original Credit Agreement and loan number 2458 and2459, respectively, in Lender’s records.

B.            Term Loan A and Term Loan Bconverted to term loans and began amortization on October 20, 2005 (the “***Conversion Date***”).

C.            Borrower and Lender wish tore-document, amend and restate each of the existing loans and credit facilitiesby Lender in favor of Borrower, including Term Loan A and Term Loan B, anddocument certain new loans and credit facilities, in each case pursuant to theMaster Agreement, the Supplements, and the other Amendment Documents.

D.            As of the date hereof, the principalamounts outstanding under Term Loan A and Term Loan B are $4,250,000 and$17,750,000, respectively.

**AGREEMENT:**

**1.             Definitions**.  Capitalized terms used and not otherwisedefined in this First Supplement have the meanings attributed to them below orin the Master Agreement.  Definitions inthis First Supplement control over inconsistent definitions in the MasterAgreement, but only to the extent the defined terms apply to Loans under thisFirst Supplement.  Definitions set forthin the Master Agreement control for all other purposes.  As used in this First Supplement, thefollowing terms have the following meanings:

“***Prime Rate***” means therate of that name as published in the “Money Rates” Section of the *Wall Street Journal* as of the applicable Determination Date;provided, if Lender determines 

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that the foregoingsource is unavailable, Lender will determine the Prime Rate based on a newindex that is based on comparable information.

“***Term Loan A***” means the Loanrepresented by Term Note A and referred to as “Loan A” in the Original CreditAgreement.

“***Term Loan B***” means the Loanrepresented by Term Note B and referred to as “Loan B” in the Original CreditAgreement.

**“*Term Loan A Maturity Date*”**means the earlier of (i) October 1, 2015, and (ii) the date on which theprincipal amount of Term Loan A has been declared or has automatically becomedue and payable, whether by acceleration or otherwise.

**“*Term Loan B Maturity Date*”**means the earlier of (i) October 1, 2010, and (ii) the date on which the principalamount of Term Loan B has been declared or has automatically become due andpayable, whether by acceleration or otherwise.

“***Term Note A***” means the Amended andRestated Term Note A made by Borrower payable to the order of Lender, dated thedate hereof, in the initial aggregate principal amount of $5,000,000 insubstantially the form of Exhibit 1A attached hereto.

“***Term Note B***” means the Amended andRestated Term Note B made by Borrower payable to the order of Lender, dated thedate hereof, in the initial aggregate principal amount of $21,000,000 insubstantially the form of Exhibit 1B attached hereto.

**2.**             **Effect of First Supplement**.  This First Supplement, along with the MasterAgreement, amends the terms of Term Loan A and Term Loan B effective as of the datehereof.

**3.**             **Conditions Precedent**.  Lender will have no obligation under thisFirst Supplement, the Agreement, or any Amendment Document until each of thefollowing conditions precedent is satisfied or waived in accordance with Section8.02 of the Master Agreement:

(a)                                  Theprincipal amount outstanding on Term Loan A and Term Loan B is no more than$4,250,000 and $17,750,000, respectively.

(b)                                 Lenderhas received all fees and other amounts due and payable on or prior to the datehereof, including the fees and amounts for reimbursement or payment of allout-of-pocket expenses required to be reimbursed or paid by Borrower pursuantto any Loan Document or any other agreement with Lender;

(c)                                  Lenderhas received this First Supplement, Term Note A, and Term Note B, in each caseduly executed and delivered by Borrower;

(d)                                 Lenderhas received Borrower’s counterparts of the Master Agreement and all AmendmentDocuments contemplated thereby, in each case duly executed and 

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delivered by Borrower, aswell as all other duly executed and delivered instruments, agreements, opinionletters, and documents as Lender may require;

(e)                                  therepresentations and warranties set forth in the Master Agreement are true andcorrect in all material respects as of the date hereof;

(f)                                    allconditions precedent in the Master Agreement and each other Loan Document havebeen satisfied or waived; and

(g)                                 noDefault or Event of Default has occurred and is continuing.

**4.**             **Repayment of Loans**.

(a)           *TermLoan A*.  Term Loan A will berepaid in monthly installments of principal and interest based on anamortization schedule of 120 months.  Themonthly amortized payment amount as of the date hereof is $54,226.23.  This amount will be adjusted from time totime as the Prime Rate is adjusted. Lender’s determination of this amount is final and conclusive, absentmanifest error.  Payments on Term Loan Aare due and payable on the twentieth day of each month, beginning on the firstsuch day following the Conversion Date. All remaining principal and accrued interest outstanding on Term Loan Awill be due and payable on the Term Loan A Maturity Date.

(b)           *TermLoan B*.  Term Loan B will berepaid in monthly installments of principal and interest based on anamortization schedule of 120 months and a balloon payment on the Term Loan BMaturity Date.  The monthly amortizedpayment amount as of the date hereof is $226,474.29.  This amount will be adjusted from time totime as the Prime Rate is adjusted. Lender’s determination of this amount is final and conclusive, absentmanifest error. Payments on Term Loan B are due and payable on the twentiethday of each month, beginning on the first such day following the ConversionDate. All remaining principal and accrued interest outstanding on Term Loan Bwill be due and payable on the Term Loan B Maturity Date.

(c)           *Applicationof Payments Upon Default*.  Upon the occurrence and during thecontinuance of an Event of Default, all payments received by Lender (includingthrough Lender’s exercise of remedies available under the Loan Documents orotherwise) will be applied ratably to Term Loan A and Term Loan B based on eachLoan’s respective outstanding balance on the date such payment is received.

**4.**             **Interest**.  Intereston the unpaid principal amount of Term Loan A and Term Loan B will hereafteraccrue on a simple interest basis at the floating Prime Rate in effect fromtime to time.

**5.             Prepayment Fees**.

(a)           *TermLoan A*.  Except to the extentprepaid within the proceeds of operating cash flow, in the event any amount ofTerm Loan A is paid prior to the time such amount is due and payable, whethervoluntarily or involuntarily (including any prepayment effected by Lender’s 

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exercise of anyright to accelerate), Borrower agrees to pay to Lender a prepayment fee asfollows, without duplication: (1) five percent (5.00%) of the outstandingprincipal balance if prepayment is made within one year following theConversion Date; (2) four percent (4.00%) of the outstanding principal balanceif prepayment is made within two years following the Conversion Date; (3) threepercent (3.00%) of the outstanding principal balance if prepayment is madewithin three years following the Conversion Date; (4) two percent (2.00%) ofthe outstanding principal balance if prepayment is made within four years followingConversion Date;  or (5) one percent(1.00%) of the outstanding principal balance if prepayment is made within fiveyears following the Conversion Date.

(b)           *TermLoan B*.  Except to the extentprepaid with the proceeds of operating cash flow, in the event any amount ofTerm Loan B is paid prior to the time such amount is due and payable, whethervoluntarily or involuntarily (including any prepayment effected by Lender’sexercise of any right to accelerate), Borrower agrees to pay to Lender aprepayment fee as follows, without duplication: (1) three percent (3.0%) of theoutstanding principal balance if prepayment is made within one year followingConversion Date; (2) two percent (2.0%) of the outstanding principal balance ifprepayment is made within two years following the Conversion Date; or (3) onepercent (1.0%) of the outstanding principal balance if prepayment is madewithin three years following the Conversion Date.

Borroweragrees that these prepayment fees are paid as a fee for the right to prepay andthat they do not constitute liquidated damages or a penalty.

[SIGNATURE PAGEFOLLOWS]

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**IN WITNESS WHEREOF**, the parties have causedthis First Supplement to be duly executed by their respective authorizedofficers as of the day and year first written above.
|        | **BORROWER:**                   |
|--------|---------------------------------|
|   |                            |
|   | EAST KANSAS AGRI-ENERGY, L.L.C. |
|   |                            |
|   | By:                             | /s/ William R. Pracht |
|   | Name:                           | William R. Pracht |
|   | Title:                          | Chairman and President |
|   |                            |
|   | **LENDER:**                     |
|   |                            |
|   | HOME FEDERAL SAVINGS BANK       |
|   |                            |
|   | By:                             | /s/ Eric Oftedahl |
|   | Name:                           | Eric Oftedahl |
|   | Title:                          | Vice President |

 

*[SIGNATUREPAGE FOR FIRST SUPPLEMENT TO**MASTER AMENDED AND RESTATED CREDITAGREEMENT]*

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**EXHIBIT1A**AMENDED AND RESTATEDTERM NOTE A
| $5,000,000 | Rochester, Minnesota                 |
|------------|--------------------------------------|
|       | June     ,  2006 |

 

FOR VALUE RECEIVED,the undersigned, East Kansas Agri-Energy, L.L.C., a Kansas limited liabilitycompany (“***Borrower***”), hereby promisesto pay to the order of Home Federal Savings Bank (together with any subsequentholder hereof, *“**Lender**”)*or its successors and assigns, at Post Office Box 6947, 1016 Civic Center DriveN.W., Rochester, Minnesota 55903-6947, (a) on the Term Loan A Maturity Date (asdefined in the Master Amended and Restated Credit Agreement between Borrowerand Lender dated as of June     , 2006 (as the same may beamended, restated, supplemented or otherwise modified from time to time, the *“**Credit Agreement**”*)) and theFirst Supplement to the Master Amended and Restated Credit Agreement (TermLoans A & B) between Borrower and Lender, dated the same date, theprincipal sum of Five Million and No/100 Dollars ($5,000,000.00) or so much ofthe unpaid principal amount of Term Loan A (as defined in the Credit Agreement)as has advanced by Lender to Borrower pursuant to the Credit Agreement, and (b)on each date specified in the Credit Agreement prior to the Term Loan AMaturity Date, the principal amount of Term Loan A payable to Lender on suchdate as specified therein, in lawful money of the United States of America inimmediately available funds, and to pay interest from the Closing Date on theunpaid principal amount thereof from time to time outstanding, in like funds,at said office, at the rate or rates per annum and payable on such dates asprovided in the Credit Agreement. Borrower also promises to pay DefaultInterest and Additional Interest (each as defined in the Credit Agreement), ondemand, on the terms and conditions set forth in the Credit Agreement. Inaddition, should legal action or an attorney-at-law be utilized to collect anyamount due hereunder, Borrower further promises to pay all costs of collection,including the reasonable attorneys’ fees of Lender.  THIS AMENDED AND RESTATED TERM NOTE A AMENDSTHE ORIGINAL “CONSTRUCTION AND TERM LOAN NOTE A” ISSUED ON NOVEMBER 23, 2004,BY BORROWER TO LENDER IN THE SAME AMOUNT, AND SHALL NOT BE CONSIDERED ANOVATION OF SUCH ORIGINAL NOTE.

All borrowingsevidenced by this Amended and Restated Term Note A and all payments andprepayments of the principal hereof and the date thereof shall be recorded byLender in its internal records; provided, that the failure of Lender tomake such a notation or any error in such notation will not affect theobligations of Borrower to make the payments of principal and interest inaccordance with the terms of this Amended and Restated Term Note A and theCredit Agreement.

This Amended andRestated Term Note A is issued in connection with, and is entitled to thebenefits of, the Credit Agreement which, among other things, containsprovisions for the acceleration of the maturity hereof upon the happening ofcertain events, and for the amendment or waiver of certain provisions of theCredit Agreement, all upon the terms and conditions therein specified.

THIS AMENDED ANDRESTATED TERM NOTE A SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THELAWS OF THE STATE OF MINNESOTA AND ANY APPLICABLE LAWS OF THE UNITED STATES OFAMERICA.
|        | **EAST KANSAS AGRI-ENERGY, L.L.C.** |
|--------|-------------------------------------|
|   |                                |
|   | By:                                 |   |
|   | Name:                               |
|   | Title:                              |

 

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**EXHIBIT1B****AMENDED & RESTATEDTERM NOTE B**
| $21,000,000 | Rochester, Minnesota                 |
|-------------|--------------------------------------|
|        | June      , 2006 |

 

FOR VALUE RECEIVED, the undersigned, East KansasAgri-Energy, L.L.C., a Kansas limited liability company (“***Borrower***”),hereby promises to pay to the order of Home Federal Savings Bank (together withany subsequent holder hereof, *“**Lender**”)*or its successors and assigns, at Post Office Box 6947, 1016 Civic Center DriveN.W., Rochester, Minnesota 55903-6947, (a) on the Term Loan B Maturity Date (asdefined in the Master Amended and Restated Credit Agreement between Borrowerand Lender dated as of June     , 2006 (as the same may beamended, restated, supplemented or otherwise modified from time to time, the *“**Credit Agreement**”*)) and theFirst Supplement to the Master Amended and Restated Credit Agreement (TermLoans A & B) between Borrower and Lender, dated the same date, theprincipal sum of Twenty-One Million and No/100 Dollars ($21,000,000.00) or somuch of the unpaid principal amount of Term Loan B (as defined in the CreditAgreement) as has advanced by Lender to Borrower pursuant to the CreditAgreement, and (b) on each date specified in the Credit Agreement prior to theTerm Loan B Maturity Date, the principal amount of Term Loan B payable toLender on such date as specified therein, in lawful money of the United Statesof America in immediately available funds, and to pay interest from the datehereof on the principal amount thereof from time to time outstanding, in likefunds, at said office, at the rate or rates per annum and payable on such datesas provided in the Credit Agreement. Borrower also promises to pay DefaultInterest and Additional Interest (each as defined in the Credit Agreement), ondemand, on the terms and conditions set forth in the Credit Agreement.  In addition, should legal action or anattorney-at-law be utilized to collect any amount due hereunder, Borrowerfurther promises to pay all costs of collection, including the reasonableattorneys’ fees of Lender.  THIS AMENDEDAND RESTATED TERM NOTE B AMENDS THE ORIGINAL “CONSTRUCTION AND TERM LOAN NOTE B”ISSUED ON NOVEMBER 23, 2004, BY BORROWER TO LENDER IN THE SAME AMOUNT, ANDSHALL NOT BE CONSIDERED A NOVATION OF SUCH ORIGINAL NOTE.

All borrowingsevidenced by this Amended and Restated Term Note B and all payments andprepayments of the principal hereof and the date thereof shall be recorded byLender in its internal records; provided, that the failure of Lender tomake such a notation or any error in such notation shall not affect theobligations of the Borrowers to make the payments of principal and interest inaccordance with the terms of this Note B and the Credit Agreement.

This Amended andRestated Term Note B is issued in connection with, and is entitled to thebenefits of, the Credit Agreement which, among other things, containsprovisions for the acceleration of the maturity hereof upon the happening ofcertain events, and for the amendment or waiver of certain provisions of theCredit Agreement, all upon the terms and conditions therein specified.

THIS AMENDED ANDRESTATED TERM NOTE B SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THELAWS OF THE STATE OF MINNESOTA AND ANY APPLICABLE LAWS OF THE UNITED STATES OFAMERICA.
|        | **EAST KANSAS AGRI-ENERGY, L.L.C.** |
|--------|-------------------------------------|
|   |                                |
|   | By:                                 |   |
|   | Name:                               |
|   | Title:                              |

 

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