**Exhibit 10.32**

 

**AMENDMENT NO. 4 TO**

**FIFTH SUPPLEMENT**

**TO THE MASTER LOAN AGREEMENT**

**(REVOLVING LINE OF CREDIT LOAN)**

 

ThisAmendment No. 4 to the Master Loan Agreement (Revolving Line of CreditLoan) (this “**Amendment**”) is effective as of December 8,2009, by and between**HERON LAKE BIOENERGY, LLC**,a Minnesota limited liability company (“**Borrower**”) and **AGSTAR FINANCIAL SERVICES, PCA** (“**Lender**”).

 

**RECITALS**

 

A.            Lender has extended various creditfacilities to Borrower for the purposes of acquiring, constructing, equipping,furnishing and operating an ethanol production facility in Jackson County,Minnesota, pursuant to that certain Fourth Amended and Restated Master LoanAgreement dated as of October 1, 2007, as the same may be amended,supplemented, modified, extended or restated from time to time (the “**MLA**”); that certain Third Supplement to the Master LoanAgreement (Term Loan) dated as of October 1, 2007, as the same may beamended, supplemented, modified, extended or restated from time to time (the “**Third Supplement**”); that certain Fourth Supplement to theMaster Loan Agreement (Term Revolving Loan) dated as of October 1, 2007,as the same may be amended, supplemented, modified, extended or restated fromtime to time (the “**Fourth Supplement**”);and that certain Fifth Supplement to the Master Loan Agreement (Revolving Lineof Credit Loan) dated as of November 19, 2007, as amended by that certainAmendment No. 1 to Fifth Supplement to the Master Loan Agreement dated November 17,2008, as further amended by that certain Amendment No. 2 to FifthSupplement to the Master Loan Agreement dated February 1, 2009, and asfurther amended by that certain Amendment No. 3 to Fifth Supplement to theMaster Loan Agreement dated May 29, 2009, as the same may be amended,supplemented, modified, extended or restated from time to time (collectively,the “**Fifth Supplement**”).  The MLA, Third Supplement, Fourth Supplementand Fifth Supplement are referred to collectively hereinafter as the “**Loan Agreement**”).

 

B.            Borrower has requested that Lenderextend the maturity date of the Revolving Line of Credit Loan, and Lender hasagreed to such extension upon the terms and conditions set forth herein.

 

C.            Unless otherwise expressly definedherein, capitalized terms used herein shall have the same meaning ascribed tothem in the MLA or the Fifth Supplement, as applicable.

 

**AGREEMENT**

 

NOW,THEREFORE, in consideration of the premises herein contained, and for othergood and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the parties hereto herby agree as follows:

 

1.             **Amendmentto Fifth Supplement. **Section 1:  The following defined term in the FifthSupplement is hereby amended and restated to read as follows:

 

“RevolvingLine of Credit Loan Maturity Date” shall mean February 1, 2010.

 

# 2.             **Representations and Warranties. **Borrower hereby represents to Lenderthat, after giving effect to this Amendment:

 

(a)           All of the representations andwarranties of Borrower contained in the MLA and in each other Loan Document aretrue and correct in all material respects as though made on and as of the datehereof.

 

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(b)           As the date hereof, except asotherwise specifically stated herein, no Event of Default has occurred and iscontinuing.

 

3.             **Miscellaneous.**

 

(a)           Effect; Ratification.  The amendments set forth herein are effectivesolely for the purposes set forth herein and shall be limited precisely aswritten, and shall not be deemed to (i) be a consent to, or anacknowledgment of, any amendment, waiver or modification of any other term orcondition of the Loan Agreement or (ii) prejudice any right or remedywhich Lender may now have or may have in the future under or in connection withthe Loan Agreement, as amended hereby, or any other instrument or agreementreferred to therein. It is further understood and agreed by and between theBorrower and the Lender that all other terms and provisions of the LoanAgreement shall remain in full force and effect, enforceable by the Lenderagainst the Borrower as fully as though no amendments had been made hereby, andthis Amendment shall not be deemed to hinder, compromise or lessen theenforceability of the Loan Agreement, the Notes, or any mortgage, securityinterest, or guaranty securing repayment of the Loans, in any way.  Each reference in the Loan Agreement and inany other Loan Document to the “Fifth Supplement” shall mean the FifthSupplement, as amended hereby.

 

(b)           Loan Documents.  This Amendment is a Loan Document executedpursuant to the MLA and shall be construed, administered and applied inaccordance with the terms and provisions thereof.

 

(c)           Defined Terms.** **All terms used andnot otherwise defined herein shall have the meanings assigned to them in theMLA or the Fifth Supplement, as applicable.

 

(d)           Counterparts.  This Amendment may be executed in any numberof counterparts, each such counterpart constituting an original and all ofwhich when taken together shall constitute one and the same instrument.

 

(e)           Severability.  Any provision contained in this Amendmentwhich is held to be inoperative, unenforceable or invalid in any jurisdictionshall, as to that jurisdiction, be inoperative, unenforceable or invalidwithout affecting the remaining provisions of this Amendment in thatjurisdiction or the operation, enforceability or validity of such provision inany other jurisdiction.

 

(f)            GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED ANDCONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MINNESOTA.

 

(g)           WAIVER OF JURY TRIAL.  THE BORROWER AND THE LENDER HEREBYIRREVOCABLY WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING ORCOUNTERCLAIM ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT TO WHICH IT IS APARTY OR ANY INSTRUMENT OR DOCUMENT DELIVERED THEREUNDER.

 

{SIGNATURE PAGE FOLLOWS}

 

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**SIGNATURE PAGE TO**

**AMENDMENT NO. 4 TO**

**FIFTH SUPPLEMENT TO THE MASTER LOAN AGREEMENT**

**(REVOLVING LINE OF CREDIT LOAN)**

**BY AND BETWEEN**

**HERON LAKE BIOENERGY, LLC**

**AND**

**AGSTAR FINANCIAL SERVICES, PCA**

**DATED AS OF:  December 8,2009**

 

INWITNESS WHEREOF, the parties hereto have caused this Amendment to be executedand delivered by their respective duly authorized officers as of the date firstwritten above.

 

**BORROWER:**

 

**HERONLAKE BIOENERGY, LLC,**

aMinnesota limited liability company

 

 
| By:    | /s/  Robert J. Ferguson |   |
|--------|-------------------------|--------|
|   | Robert J. Ferguson      |   |
|   | Its: President          |   |

 

**LENDER:**

 

**AGSTARFINANCIAL SERVICES, PCA,**

aUnited States corporation

 

 
| By:    | /s/  Mark Schmidt          |   |
|--------|----------------------------|--------|
|   | Mark Schmidt               |   |
|   | Its:  Vice  President |   |

 

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