Exhibit 10.2





Exhibit 10.2




LONG TERM REVOLVING NOTE




	 	 	 	 	 
	Note Date: April 8, 2009

	 	$	10,000,000.00	 
	Maturity Date: April 8, 2014
	 	 	 	 






FOR VALUE RECEIVED, CARDINAL ETHANOL, LLC, an Indiana limited liability company (“BORROWER”),
promises to pay to the order of FIRST NATIONAL BANK OF OMAHA (“BANK”), at its prMcipal office or
such other address as BANK or holder may designate from time to time, the principal sum of Ten
Million and 00/100 Dollars ($10,000,000.00) or the amount shown on BANK’s records to be
outstanding, plus interest (calculated on the basis of actual days elapsed in a 360-day year)
accruing each day on the unpaid principal balance at the annual interest rates defined below.
Absent manifest enor, BANK’s records shall be conclusive evidence of the principal and accrued
interest owing hereunder.



This LONG TERM REVOLVING NOTE is executed pursuant to a Construction Loan Agreement between
BORROWER and BANK dated as of December 19th, 2006, (the Construction Loan Agreement,
together with all amendments, modifications and supplements thereto and all restatements and
replacements thereof is called the “AGREEMENT”). All capitalized terms not otherwise defined in
this note shall have the meanings provided in the AGREEMENT.



INTEREST ACCRUAL. Interest on the principal amount outstanding shall accrue until maturity based on
the greater of (i) the one month LIBOR RATE plus 300 basis points or (ii) five percent (5%) as
adjusted as provided for in the AGREEMENT, and at a rate equal to the one month LIBOR RATE plus 900
basis points from time to time after maturity, whether by acceleration or otherwise. Interest shall
be calculated on the basis of a 360-day year, counting the actual number of days elapsed.



REVOLVING FEATURE. Subject to the MAXIMUM AVAILABILITY, BORROWER may reborrow, on a revolving
basis, that principal amount repaid on this LONG TERM REVOLVING NOTE. Pursuant to this revolving
loan feature BANK will lend BORROWER, from time to time until maturity of this LONG TERM REVOLVING
NOTE such sums as BORROWER may request by reasonable same day notice to BANK, received by BANK not
later than 11:00 A.M. on Friday, or the next BANKING DAY thereafter, each week but which shall not
exceed in the aggregate principal amount at any one time outstanding, the MAXIMUM AVAILABILITY then
applicable to this LONG TERM REVOLVING NOTE. BORROWER may borrow, repay and reborrow hereunder,
from the date of this LONG TERM REVOLVING NOTE until the maturity of this LONG TERM REVOLVING NOTE,
said amount or any lesser sum.



INCENTIVE PRICING. The interest rate applicable to this LONG TERM REVOLVING NOTE is subject to
reduction after a date six months subsequent to CONSTRUCTION COMPLETION DATE, as provided for in
Section 2.15 of the AGREEMENT.



REPAYMENT TERMS. Interest and principal shall be due and payable at the times, in the amounts and
applied in the manner provided for in Section 2.5 of the AGREEMENT. Any
remaining principal balance, plus any accrued but unpaid interest, shall be fully due and payable
on the Maturity Date, if not sooner paid. On each REDUCTION DATE and EXCESS CASH FLOW REDUCTION
DATE, BORROWER shall pay and apply to the then outstanding principal balance of this LONG TERM
REVOLVING NOTE the amount necessary to reduce the outstanding principal balance of this LONG TERM
REVOLVING NOTE so that it is within the MAXIMUM AVAILABILITY applicable on each such REDUCTION DATE
and/or EXCESS CASH FLOW REDUCTION DATE.


 


 









 





PREPAYMENT. BORROWER may prepay this LONG TERM REVOLVING NOTE in full or in part at any time;
provided, however, that any prepayment fees provided for in the AGREEMENT shall be due at the time
of any such prepayment. No payment applied to this LONG TERM REVOLVING NOTE to bring the
outstanding principal balance within the MAXIMUM AVAILABILITY shall be the cause of a payment to
BANK for interest rate breakage fees or otherwise result in any prepayment fee.



ADDITIONAL TERMS AND CONDITIONS. This LONG TERM REVOLVING NOTE is executed pursuant to the
AGREEMENT. The AGREEMENT, and any amendments or substitutions thereof or thereto, contains
additional terms and conditions, including default and acceleration provisions, which are
incorporated into this LONG TERM REVOLVING NOTE by reference.



The aggregate unpaid principal amount hereof plus interest shall become immediately due and payable
without demand or further action on the part of BANK upon the occurrence of an EVENT OF DEFAULT as
set forth under the AGREEMENT or any other LOAN DOCUMENT. If the maturity date of this LONG TERM
REVOLVING NOTE is accelerated as a consequence of an EVENT OF DEFAULT, then BANK shall have all the
rights and remedies provided for in the AGREEMENT, the other LOAN DOCUMENTS or otherwise available
at law or in equity. The rights, powers, privileges, options and remedies of BANK provided in the
AGREEMENT, the other LOAN DOCUMENTS or otherwise available at law or in equity shall be cumulative
and concurrent, and may be pursued singly, successively or together at the sole discretion of BANK,
and may be exercised as often as occasion therefor shall occur. No delay or discontinuance in the
exercise of any right, power, privilege, option or remedy shall be deemed a waiver of such right,
power, privilege, option or remedy, nor shall the exercise of any right, power, privilege, option
or remedy be deemed an election of remedies or a waiver of any other right, power, privilege,
option or remedy. Without limiting the generality of the foregoing, BANK’s waiver of an EVENT OF
DEFAULT shall not constitute a waiver of acceleration in connection with any future EVENT OF
DEFAULT. BANK may rescind any acceleration of this LONG TERM REVOLVING NOTE without in any way
waiving or affecting any acceleration of this LONG TERM REVOLVING NOTE in the future as a
consequence of an EVENT OF DEFAULT. BANK’s acceptance of partial payment or partial performance
shall not in any way affect or rescind any acceleration of this LONG TERM REVOLVING NOTE made by
BANK.


 


 









 





Unless prohibited by law, BORROWER will pay on demand all reasonable costs of collection,
reasonable legal expenses and reasonable attorneys’ fees and costs incurred or paid by BANK in
collecting and/or enforcing this LONG TERM REVOLVING NOTE. Furthermore, BANK reserves the right to
offset without notice all funds held by BANK against debts owing to BANK by
BORROWER.



WAIVER OF PRESENTMENT AND NOTICE OF DISHONOR. BORROWER and any other person who signs, guarantees
or endorses this LONG TERM REVOLVING NOTE, to the extent allowed by law, hereby waives presentment,
demand for payment, notice of dishonor, protest, and any notice relating to the acceleration of the
maturity of this LONG TERM REVOLVING NOTE.



[SIGNATURE PAGE FOLLOWS]




 


 









 







Executed as of the Note Date first above written.



	 	 	 	 	 	 	 
	 	 	CARDINAL ETHANOL, LLC, an

Indiana limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Troy Prescott	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Its Chairman
	 	 






	 	 	 	 	 	 	 
	STATE OF Indiana

	 	 	)	 	 	 
	 

	 	 	)	 	 	ss.
	COUNTY OF Grant

	 	 	)	 	 	 






Before me, a Notary Public in and for said County and State, personally appeared Troy
Prescott, known to me to be the Chairman of Cardinal Ethanol, LLC, an Indiana limited
liability company, and acknowledged the execution of the foregoing for and on behalf of such
limited liability company.



	 	 	 	 	 
	 

	 	/s/ Techia K. Brewer	 	 
	 

	 	 	 	 
	 

	 	Notary Public — Signature	 	 
	 
	 	 	 	 
	 

	 	Techia K. Brewer	 	 
	 

	 	 	 	 
	 

	 	Notary Public — Printed Name	 	 
	 
	 	 	 	 
	 

	 	Date: 4-8-2009
	 	 






My commission expires:



12-27-2009




My County of Residence: Grant County, Indiana