8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported):  March 25, 2010

Heron Lake BioEnergy, LLC

(Exact name of Registrant as Specified in its Charter)

Minnesota

(State Or Other Jurisdiction Of Incorporation)

000-51825	41-2002393
(Commission File Number)	(I.R.S. Employer Identification No.)

91246 390th Avenue Heron Lake, MN	56137-1375
(Address Of Principal Executive Offices)	(Zip Code)

(507) 793-0077

Registrant’s Telephone Number, Including Area Code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Items under Sections 2 through 8 are not applicable and are therefore omitted.

ITEM 1.01ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On March 25, 2010, Heron Lake BioEnergy, LLC (the “Company”) entered into an Amendment No. 5 to the Fifth Supplement to its Master Loan Agreement with AgStar Financial Services, PCA (“AgStar”).  The Amendment No. 5 extended the maturity date of the Company’s revolving line of credit loan with AgStar from February 1, 2010 to April 30, 2010.

On May 27, 2010, the Company entered into an Amendment No. 6 to the Fifth Supplement to its Master Loan Agreement with AgStar that extended the maturity date of the Company’s revolving line of credit loan with AgStar from April 30, 2010 to June 30, 2010.

A copy of each of Amendment No. 5 and Amendment No. 6 to the Fifth Supplement to the Master Loan Agreement by and between the Company and AgStar is attached hereto as Exhibits 10.1 and 10.2, respectively.

ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS

Exhibit	Description
10.1	Amendment No. 5 to Fifth Supplement to the Master Loan Agreement dated March 25, 2010 by and between Heron Lake BioEnergy, LLC and AgStar Financial Services, PCA.
10.2	Amendment No. 6 to Fifth Supplement to the Master Loan Agreement dated May 27, 2010 by and between Heron Lake BioEnergy, LLC and AgStar Financial Services, PCA.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

HERON LAKE BIOENERGY, LLC
By:	/s/ Robert J. Ferguson
	Robert J. Ferguson
	Chief Executive Officer

Date:    June 3, 2010

2

EX-10.1

EXHIBIT 10.1

AMENDMENT NO. 5 TO

FIFTH SUPPLEMENT

TO THE MASTER LOAN AGREEMENT

(REVOLVING LINE OF CREDIT LOAN)

This Amendment No. 5 to the Master Loan Agreement (Revolving Line of Credit Loan) (this “Amendment”) is effective as of March 25, 2010, 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 credit facilities 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 Loan Agreement 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 Loan Agreement (Term Loan) dated as of October 1, 2007, as the same may be amended, supplemented, modified, extended or restated from time to time (the “Third Supplement”); that certain Fourth Supplement to the Master Loan Agreement (Term Revolving Loan) dated as of October 1, 2007, as the same may be amended, supplemented, modified, extended or restated from time to time (the “Fourth Supplement”); and that certain Fifth Supplement to the Master Loan Agreement (Revolving Line of Credit Loan) dated as of November 19, 2007, as amended by that certain Amendment No. 1 to Fifth Supplement to the Master Loan Agreement dated November 17, 2008, as further amended by that certain Amendment No. 2 to Fifth Supplement to the Master Loan Agreement dated February 1, 2009, and as further amended by that certain Amendment No. 3 to Fifth Supplement to the Master Loan Agreement dated May 29, 2009, as further amended by that certain Amendment No. 4 to Fifth Supplement to the Master Loan Agreement dated December 8, 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 Supplement and Fifth Supplement are referred to collectively hereinafter as the “Loan Agreement”).

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

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

AGREEMENT

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

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

“Revolving Line of Credit Loan Maturity Date” shall mean April 30, 2010.

2.Representations and Warranties.  Borrower hereby represents to Lender that, after giving effect to this Amendment:

(a)All of the representations and warranties of Borrower contained in the MLA and in each other Loan Document are true and correct in all material respects as though made on and as of the date hereof.

(b)As the date hereof, the Borrower has failed to maintain the financial covenants of Section 5.01(d), (e) and (g) of the MLA. Except as otherwise specifically stated herein, no other Event of Default has occurred and is continuing.

3.Miscellaneous.

(a)Effect; Ratification.  The amendments set forth herein are effective solely for the purposes set forth herein and shall be limited precisely as written, and shall not be deemed to (i) be a consent to, or an acknowledgment of, any amendment, waiver or modification of any other term or condition of the Loan Agreement, including, without limitation, a waiver of any rights or remedies available to the Lender on account of any default or Event of Default, which may have occurred prior to the date of this Amendment, or (ii) prejudice any right or remedy which Lender may now have or may have in the future under or in connection with the Loan Agreement, as amended hereby, or any other instrument or agreement referred to therein. It is further understood and agreed by and between the Borrower and the Lender that all other terms and provisions of the Loan Agreement shall remain in full force and effect, enforceable by the Lender against the Borrower as fully as though no amendments had been made hereby, and this Amendment shall not be deemed to hinder, compromise or lessen the enforceability of the Loan Agreement, the Notes, or any mortgage, security interest, or guaranty securing repayment of the Loans, in any way.  Each reference in the Loan Agreement and in any other Loan Document to the “Fifth Supplement” shall mean the Fifth Supplement, as amended hereby.

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

(c)Defined Terms.  All terms used and not otherwise defined herein shall have the meanings assigned to them in the MLA or the Fifth Supplement, as applicable.

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

(e)Severability.  Any provision contained in this Amendment which is held to be inoperative, unenforceable or invalid in any jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable or invalid without affecting the remaining provisions of this Amendment in that jurisdiction or the operation, enforceability or validity of such provision in any other jurisdiction.

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

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

{SIGNATURE PAGE FOLLOWS}

SIGNATURE PAGE TO

AMENDMENT NO. 5 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:  March 25, 2010

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their respective duly authorized officers as of the date first written above.

BORROWER:

HERON LAKE BIOENERGY, LLC,

a Minnesota limited liability company

By:	/s/ Robert J. Ferguson
	Robert J. Ferguson
	Its: President
LENDER:
AGSTAR FINANCIAL SERVICES, PCA,
a United States corporation
By:	/s/ Mark Schmidt
	Mark Schmidt
	Its:  Vice President

EX-10.2

EXHIBIT 10.2

AMENDMENT NO. 6 TO

FIFTH SUPPLEMENT

TO THE MASTER LOAN AGREEMENT

(REVOLVING LINE OF CREDIT LOAN)

This Amendment No. 6 to the Master Loan Agreement (Revolving Line of Credit Loan) (this “Amendment”) is effective as of May 27, 2010, 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 credit facilities 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 Loan Agreement 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 Loan Agreement (Term Loan) dated as of October 1, 2007, as the same may be amended, supplemented, modified, extended or restated from time to time (the “Third Supplement”); that certain Fourth Supplement to the Master Loan Agreement (Term Revolving Loan) dated as of October 1, 2007, as the same may be amended, supplemented, modified, extended or restated from time to time (the “Fourth Supplement”); and that certain Fifth Supplement to the Master Loan Agreement (Revolving Line of Credit Loan) dated as of November 19, 2007, as amended by that certain Amendment No. 1 to Fifth Supplement to the Master Loan Agreement dated November 17, 2008, as further amended by that certain Amendment No. 2 to Fifth Supplement to the Master Loan Agreement dated February 1, 2009, as further amended by that certain Amendment No. 3 to Fifth Supplement to the Master Loan Agreement dated May 29, 2009, as further amended by that certain Amendment No. 4 to Fifth Supplement to the Master Loan Agreement dated December 8, 2009, and as further amended by that certain Amendment No. 5 to Fifth Supplement to the Master Loan Agreement dated March 25, 2010 as the same may be amended, supplemented, modified, extended or restated from time to time (collectively, the “Fifth Supplement”).  The MLA, Third Supplement, Fourth Supplement and Fifth Supplement are referred to collectively hereinafter as the “Loan Agreement”).

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

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

AGREEMENT

NOW, THEREFORE, in consideration of the premises herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and provided that on or before June 10, 2010, the Borrower makes all payments of interest and principal that are due on June 1, 2010, the parties hereto hereby agree as follows:

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

“Revolving Line of Credit Loan Maturity Date” shall mean June 30, 2010.

2.Representations and Warranties.  Borrower hereby represents to Lender that, after giving effect to this Amendment:

(a)All of the representations and warranties of Borrower contained in the MLA and in each other Loan Document are true and correct in all material respects as though made on and as of the date hereof.

(b)As the date hereof, the Borrower has failed to maintain the financial covenants of Section 5.01(d) and (e) of the MLA. Except as otherwise specifically stated herein, no other Event of Default has occurred and is continuing.

3.Miscellaneous.

(a)Effect; Ratification.  The amendments set forth herein are effective solely for the purposes set forth herein and shall be limited precisely as written, and shall not be deemed to (i) be a consent to, or an acknowledgment of, any amendment, waiver or modification of any other term or condition of the Loan Agreement, including, without limitation, a waiver of any rights or remedies available to the Lender on account of any default or Event of Default, which may have occurred prior to the date of this Amendment, or (ii) prejudice any right or remedy which Lender may now have or may have in the future under or in connection with the Loan Agreement, as amended hereby, or any other instrument or agreement referred to therein. It is further understood and agreed by and between the Borrower and the Lender that all other terms and provisions of the Loan Agreement shall remain in full force and effect, enforceable by the Lender against the Borrower as fully as though no amendments had been made hereby, and this Amendment shall not be deemed to hinder, compromise or lessen the enforceability of the Loan Agreement, the Notes, or any mortgage, security interest, or guaranty securing repayment of the Loans, in any way.  Each reference in the Loan Agreement and in any other Loan Document to the “Fifth Supplement” shall mean the Fifth Supplement, as amended hereby.

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

(c)Defined Terms.  All terms used and not otherwise defined herein shall have the meanings assigned to them in the MLA or the Fifth Supplement, as applicable.

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

(e)Severability.  Any provision contained in this Amendment which is held to be inoperative, unenforceable or invalid in any jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable or invalid without affecting the remaining provisions of this Amendment in that jurisdiction or the operation, enforceability or validity of such provision in any other jurisdiction.

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

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

{SIGNATURE PAGE FOLLOWS}

SIGNATURE PAGE TO

AMENDMENT NO. 6 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:  May 27, 2010

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their respective duly authorized officers as of the date first written above.

BORROWER:
HERON LAKE BIOENERGY, LLC,
a Minnesota limited liability company
By:	/s/ Robert J. Ferguson
	Robert J. Ferguson
	Its: President
LENDER:
AGSTAR FINANCIAL SERVICES, PCA,
a United States corporation
By:	/s/ Mark Schmidt
	Mark Schmidt
	Its:  Vice President