EXHIBIT
10.2


 


AMENDED
AND RESTATED REVOLVING LINE OF CREDIT NOTE


 


	
  $6,750,000.00

  	
  May 29, 2009

  



 


1.             FOR
VALUE RECEIVED, HERON LAKE BIOENERGY, LLC, a
Minnesota limited liability company (the “Borrower”), hereby promises to pay to
the order of AGSTAR FINANCIAL SERVICES, PCA, an
United States instrumentality (the “Lender”), the principal sum of Six Million
Seven Hundred Fifty Thousand and No/100ths ($6,750,000.00) Dollars, or so much
thereof as may be advanced to, or for the benefit of, the Borrower and be outstanding,
with interest thereon, to be computed on each advance from the date of its
disbursement as set forth herein pursuant to that certain Fourth Amended and
Restated Master Loan Agreement  dated October 1,
2007, by and between the Lender and the Borrower (as it may be amended,
modified, supplemented, extended or restated from time to time, collectively,
the “MLA”), and in that certain Fifth
Supplement to the MLA, dated November 1, 2007, by and between the Lender
and the Borrower, as amended by that certain Amendment No. 1 to Fifth
Supplement dated November 17, 2008, as further amended by that certain
Amendment No. 2 to Fifth Supplement dated February 1, 2009, and as
further amended by that certain Amendment No. 3 to Fifth Supplement of
even date herewith  (as it may be
amended, modified, supplemented, extended or restated from time to time,
collectively, the “Fifth Supplement”),
and which remains unpaid, in lawful money of the United States and immediately
available funds.  This Amended and
Restated Revolving Line of Credit Note (the “Note”)
is issued pursuant to the terms and provisions of the MLA and the Fifth
Supplement and is entitled to all of the benefits provided for in the MLA and
the Fifth Supplement.  All capitalized
terms used and not defined herein shall have the meanings assigned to them in
the MLA and the Fifth Supplement.


 


2.             The outstanding principal balance
of this Note shall bear interest at a variable rate determined by Lender to be
three and one-quarter percent (3.25%) above the LIBOR Rate in effect on the
first Advance pursuant to this Note, provided, however, at
no time shall the rate of interest under this Note be less than six (6.0%)
percent per annum until paid in full. 
Notwithstanding the foregoing, the rate of interest under this Note may
be adjusted by Lender pursuant to the provisions of the MLA and the Fifth
Supplement.


 


3.             The “LIBOR Rate” means
the rate (rounded upward to the nearest sixteenth and adjusted for reserves
required on Eurocurrency Liabilities (as hereinafter defined) for banks subject
to FRB Regulation D (as hereinafter defined) or required by any other federal
law or regulation, quoted by the British Bankers Association (the “BBA”) at
11:00 a.m. London time two Banking 
Days (as hereinafter defined) before the commencement of the Interest
Period for the offering of U.S. Dollar deposits in the London interbank market
for am Interest Period  of one month, as
published by Bloomberg or another major information vendor listed on BBA’s
official website.  “Banking Day”
shall mean a day on which Lender is open for business, dealings in U.S. dollar
deposits are being carried out in the London interbank market, and banks are
open for business in New York City and London, England.  “Eurocurrency Liabilities”
has the meaning as set forth in FRB Regulation D.  “FRB Regulation D”
means Regulation D as promulgated by the Board of Governors of the Federal
Reserve System, 12 CFR Part 204, as amended from time to time.


 

















 


4.             The
rate of interest due hereunder shall initially be determined as of the date
hereof and shall thereafter be adjusted, as and when, and on the same day that,
the LIBOR Rate changes. All such adjustments to the rate of interest shall be
made and become effective as of the date of any change in the LIBOR Rate and shall
remain in effect until and including the day immediately preceding the next
such adjustment (each such day hereinafter being referred to as an “Adjustment Date”). 
All such adjustments to said rate shall be made and become effective as
of the Adjustment Date, and said rate as adjusted shall remain in effect until
and including the day immediately preceding the next Adjustment Date.  Interest hereunder shall be computed on the
basis of a year of three hundred sixty-five or three hundred sixty-six (365 or
366) days, but charged for actual days principal is outstanding.


 


5.             Beginning
on the first (1st) day of May,
2009, and continuing on the first (1st) day of each succeeding month thereafter until the
Maturity Date, the Borrower shall make monthly payments of accrued interest.


 


6.             The
outstanding principal balance hereof, together with all accrued interest, if
not paid sooner, shall be due and payable in full on November 1, 2009 (the
“Maturity Date”).


 


7.             All
payments and prepayments shall, at the option of the Lender, be applied first
to any costs of collection, second to any late charges, third to accrued
interest and the remainder thereof to principal.


 


8.             This
Note may be prepaid at any time, at the option of the Borrower, either in whole
or in part, subject to the obligation of the Borrower to compensate the Lender
for any loss, cost or expense as a result of such prepayment as set forth in
the Fifth Supplement.  This Note is
subject to mandatory prepayment, at the option of the Lender, as provided in the
MLA and the Fifth Supplement.


 


9.             In addition to the
rights and remedies set forth in the MLA and the Fifth Supplement: (i) if
the Borrower fails to make any payment to Lender when due (including, without
limitation, any purchase of equity of Lender when required ) under this Note,
then at Lender’s option in each instance, such obligation or payment shall bear
interest from the date due to the date paid at 2% per annum in excess of the
rate of interest that would otherwise be applicable to such obligation or
payment under this Note; (ii) upon the occurrence and during the
continuance of an Event of Default beyond any applicable cure period, if any,
at Lender’s option in each instance, the unpaid balances under this Note shall
bear interest from the date of the Event of Default or such later date as
Lender shall elect at 2% per annum in excess of the rate(s) of interest
that would otherwise be in effect under the terms of this Note; (iii) after
the Maturity Date, whether by reason of acceleration or otherwise, the unpaid
principal balance of this Note (including without limitation, principal,
interest, fees and expenses) shall automatically bear interest at 2% per annum
in excess of the rate of interest that would otherwise be in effect under this
Note.  Interest payable at the Default
Rate shall be payable from time to time on demand or, if not sooner demanded,
on the last day of each calendar month.


 


10.           If the Borrower
fails to make any payment to Lender within ten (10) days of the due date
thereof (including, without limitation, any purchase of equity of Lender when
required), the Borrower shall, in addition to such amount, a late charge equal
to five percent (5%) of the amount of such payment.


 


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11.           Upon
the occurrence at any time of an Event of Default or at any time thereafter,
the outstanding principal balance hereof plus accrued interest hereon plus all
other amounts due hereunder shall, at the option of the Lender, be immediately
due and payable, without notice or demand and Lender shall be entitled to
exercise all remedies provided in this Note, the MLA, the Fifth Supplement, or
any of the Loan Documents.


 


12.           The
occurrence at any time of an Event of Default or at any time thereafter, the
Lender shall have the right to set off any and all amounts due hereunder by the
Borrower to the Lender against any indebtedness or obligation of the Lender to
the Borrower.


 


13.           The
Borrower promises to pay all reasonable costs of collection of this Note,
including, but not limited to, reasonable attorneys’ fees paid or incurred by
the Lender on account of such collection, whether or not suit is filed with
respect thereto and whether or not such costs are paid or incurred, or to be
paid or incurred, prior to or after the entry of judgment.


 


14.           Demand,
presentment, protest and notice of nonpayment and dishonor of this Note are
hereby waived.


 


15.           This
Note shall be governed by and construed in accordance with the laws of the
State of Minnesota.


 


16.           The Borrower hereby
irrevocably submits to the jurisdiction of any Minnesota state court or federal
court over any action or proceeding arising out of or relating to this Note,
the MLA, the Fifth Supplement and any instrument, agreement or document related
hereto or thereto, and the Borrower hereby irrevocably agrees that all claims
in respect of such action or proceeding may be heard and determined in such
Minnesota state or federal court. The Borrower hereby irrevocably waives, to
the fullest extent it may effectively do so, the defense of an inconvenient
forum to the maintenance of such action or proceeding.   Nothing in this Note shall affect the right
of the Lender to bring any action or proceeding against the Borrower or its
property in the courts of any other jurisdiction to the extent permitted by
law.


 


17.           The
execution and delivery of this Amended and Restated Revolving Line of Credit
Note shall supercede and replace that certain Revolving Line of Credit Note
dated November 19, 2007, which shall be of no force or effect.


 


{SIGNATURE PAGE TO IMMEDIATELY FOLLOW}


 


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SIGNATURE PAGE TO


AMENDED AND RESTATED REVOLVING LINE OF CREDIT
NOTE


EXECUTED BY


HERON LAKE BIOENERGY, LLC


IN FAVOR OF


AGSTAR FINANCIAL SERVICES, PCA


DATED: 
May 29, 2009


 


	
   

  	
  HERON LAKE BIOENERGY, LLC

  
	
   

  	
  a Minnesota limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Robert J. Ferguson

  
	
   

  	
  By: Robert J. Ferguson

  
	
   

  	
    Its: President

  



 


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