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EXHIBIT 10.2 –
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Amendment No. 1 to Security Agreement by and between
Farm Credit Services of America, FLCA and East Fork Biodiesel, LLC
dated June 17, 2008
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AMENDMENT NO. 1 TO SECURITY AGREEMENT
Amendment
No. 1 (this “Amendment”) dated as of June 17, 2008 to
the Security Agreement entered into as of January 30, 2007 between
Farm Credit Services of America, FLCA (“Farm Credit”)
and East Fork Biodiesel, LLC, Algona, Iowa
(“EFB”).
RECITALS
A. Capitalized terms used
herein which are not otherwise defined herein shall have the
respective meanings ascribed in the Security Agreement.
B. The parties hereto desire
to amend and restate certain terms and provisions of the Security
Agreement.
C. Accordingly, in
consideration of the Recitals and the terms and conditions
hereinafter set forth and for other good and valuable
consideration, the receipt and accuracy of which are hereby
acknowledged, Farm Credit and EFB hereby agree as
follows:
AGREEMENT
1. Amendment to Section
1 . Section 1 of the Security Agreement is hereby amended by
restating the Section to read in its entirety as
follows:
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Grant of Security Interest. For valuable consideration,
the receipt and sufficiency of which are hereby acknowledged the
Debtor hereby grants to the Secured Party a security interest in
the following described personal property of the Debtor, wherever
located and whether now existing or hereafter acquired, together
with all accessions and additions thereto, and proceeds
thereof:
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all equipment, fixtures, furniture, and articles of tangible
personal property (except inventory and supplies), now owned or
hereafter acquired by the Company and now or hereafter located on,
attached to or used on or about the Facility which are necessary
for the operation of the Facility for all purposes which it is
intended, or the activities conducted therein, and all renewals or
replacements thereof or substitutions therefor, whether or not the
same shall be attached to the Facility in any manner (the
“Collateral”).
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Where applicable, all terms used herein shall have the same
meaning as presently and as hereafter defined in the Uniform
Commercial Code (the “UCC”).
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2. Amendment to Section
3.D . Section 3.D of the Security Agreement is hereby amended
by restating the Section in its entirety to read as
follows:
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Location of Collateral. All Collateral is now located or
will be located at the Facility as defined in the Restated Term
Loan Agreement.
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3. Amendment to Section
3.G . Section 3.G of the Security Agreement is hereby amended
by restating the Section in its entirety to read as
follows:
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Further Assurances. Upon the request of the Secured
Party, the Debtor shall do all acts and things as the Secured Party
may from time to time deem necessary or advisable to enable it to
perfect, maintain, and continue the perfection and priority of the
security interest of the Secured Party in the Collateral, or to
facilitate the exercise by the Secured Party of any rights or
remedies granted to the Secured Party hereunder or provided by law.
Without limiting the foregoing, the Debtor agrees to execute, in
form and substance satisfactory to the Secured Party, such
financing statements, amendments thereto, supplemental agreements,
assignments, notices of assignments, and other instruments and
documents as the Secured Party may from time to time request. The
Secured Party shall use reasonable care in the custody and
preservation of such Collateral in its possession, but shall not be
required to take any steps necessary to preserve rights against
prior parties. All costs and expenses incurred by the Secured Party
to establish, perfect, maintain, determine the priority of, or
release the security interest granted hereunder (including the cost
of all filings, recordings, and taxes thereon and the fees and
expenses of any agent retained by Secured Party) shall become part
of the Obligations secured hereby and be paid by the Debtor on
demand.
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4. Amendment to Section
3.K . Section 3.K of the Security Agreement regarding
“Receivables” is hereby deleted in its
entirety.
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5. Amendment to Section
3.L . Section 3.L of the Security Agreement is hereby
renumbered as Section 3.K and the Section in its entirety reads as
follows:
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Condition of Collateral. All Collateral is now in good
repair and condition and the Debtor shall at all times hereafter,
at its own expense, maintain all such Collateral in good repair and
condition.
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6. Amendment to Section
3.M . Section 3.M of the Se
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