UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K/A

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 26, 2011

GRANITE FALLS ENERGY, LLC
(Exact name of small business issuer as specified in its charter)
 
Minnesota
000-51277
41-1997390
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
 
15045 Highway 23 SE, Granite Falls, MN
56241-0216
(Address of principal executive offices)
(Zip Code)
 
(320) 564-3100
(Issuer's telephone number)

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):

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))







Item 1.01 Entry into a Material Definitive Agreement

On August 30, 2011, Granite Falls Energy, LLC ("Granite Falls") amended its Ethanol Marketing Agreement (“Eco Agreement”) with Eco-Energy, Inc. (“Eco-Energy”) to provide for an extension of the term of the Eco Agreement through December 31, 2013. The term of the Eco Agreement would have otherwise expired on December 31, 2011. The August 30, 2011 amendment also provided certain negotiated amendments to the marketing fees and payment terms contained in the Eco Agreement. Pursuant to the Eco Agreement, Eco-Energy will continue to purchase the entire ethanol output of the Granite Falls ethanol plant.

Item 7.01 Regulation FD Disclosure

On or about September 1, 2011, Granite Falls published and sent a newsletter to its unit holders. The newsletter is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

This Report on Form 8-K is being furnished pursuant to Item 7.01 Regulation FD Disclosure. The information furnished is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 8.01 Other Events

On August 26, 2011, Granite Falls repaid an outstanding note payable to the City of Granite Falls in the amount of approximately $187,000. Granite Falls had been making scheduled payments on this loan since February 2006 and was scheduled to have the the loan repaid in June 2014. Granite Falls decided to repay the loan early and is now free of any long term debt obligations.

Item 9.01 Financial Statements and Exhibits

(a)
None.

(b)
None.

(c)
None.

(d)
Exhibits

Exhibit No.              Description

99.1            Ethanol Marketing Agreement Amendment No. 2 between Eco-Energy, Inc. and
Granite Falls Energy, LLC dated August 30, 2011. +

99.2            Newsletter for Granite Falls Energy, LLC dated September 2011.

(+) Confidential Treatment Requested.


SIGNATURES

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 hereunto duly authorized.


 
GRANITE FALLS ENERGY, LLC
 
 
Date: September 1, 2011
/s/ Stacie Schuler
 
Stacie Schuler, Chief Financial Officer



*** Confidential material redacted and filed separately with the Commission.

AMENDMENT NO. 2
ETHANOL MARKETING AGREEMENT

THIS Amendment No. 2 (“Amendment 2'), dated August 30 , 2011, is entered into by and between Eco-Energy, Inc., a Tennessee corporation with its registered office at 725 Cool Springs Boulevard, Suite 500, Franklin, Tennessee 37067 (“Eco”), and Granite Falls Energy, LLC (“GFE”), a Minnesota limited liability corporation with its main office at 15045 Highway 23 SE, Granite Falls, Minnesota 56241. Eco and GFE are hereinafter also referred to collectively as the “Parties.”
RECITALS
A.      The Parties previously entered an Ethanol Marketing Agreement (“Agreement”), executed December 24, 2008, where the Parties established certain terms and conditions relating to Eco's rights and obligations regarding the purchase of GFE's entire ethanol output. A copy of the Agreement-including Exhibit A, Exhibit B and Exhibit C of the Agreement-is attached hereto as Appendix 1. Unless otherwise set forth herein, all terms shall have the meaning set forth in the Agreement.
B.      The Agreement provided for a one year initial term that commenced on the January 1, 2009. On October 22, 2009, the Parties entered into Amendment No. 1 to the Agreement (attached hereto as Appendix 2), which modified the Agreement as follows: (i) extended the expiration date of the Agreement until December 31, 2011, and (ii) added language to Section 4 that provided GFE a “flex fee” adjustment intended to minimize potential production cost fluctuations.
C.      The Parties now desire to again alter the Agreement in order to memorialize the modifications recently agreed upon by the Parties as well as incorporate such modifications into the Agreement.
NOW, THEREFORE, the written signatures of the afore-mentioned parties integrate this Amendment No. 2 into the Agreement making it a binding, and legally enforceable, portion of such. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Eco and GFE agree as follows:
I.
EFFECTIVE DATE: The modifications specified in Paragraph II of this Amendment No. 2 shall become effective on November 1, 2011.
II.
MODIFICATIONS:
1)      Section II (1) of Amendment No. 1 to the Agreement is hereby cancelled.
2)      Section 11 of the Agreement, as previously modified by Amendment No. 1, is hereby amended in order to again extend the term of the Agreement as follows:
11. Terms and Termination     
(a) The term of this Agreement shall expire on December 31, 2013.
(b) This Agreement will automatically renew for additional consecutive terms of two (2) years each unless either party hereto gives written notice to the other at least three (3) months prior to the end of the term or the then current renewal term, in which case this Agreement shall terminate at the end of the term or such then current renewal term.










*** Confidential material redacted and filed separately with the Commission.


3)      Delete Section 4 of the Agreement and replace with the following:
4. Payment and Fees . Eco shall pay for each shipment made with the respect to an order the net price for that shipment, calculated as follows: “Net Price” = (“Purchase Price FOB Plant for each net gallon of ethanol as stated on the order less the fee payable by GFE to Eco for the services to be provided by Eco under this Agreement ( i.e ., the Marketing Fee), which shall be equal to $*** per net gallon. Eco shall make a payment to GFE ***.     
III.
EFFECT OF AMENDMENT No. 2: Except as expressly modified in Section II of this Amendment No. 2 the Agreement remains unchanged and in full force and effect.

IV.
ENTIRETIES: This Amendment No. 2 represents the final agreement between the parties regarding the subject matter hereof and may not be contradicted by evidence or prior, contemporaneous, or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties.

ECO ENERGY, INC.                  GRANITE FALLS ENERGY, LLC.     
By: /s/ Chad Martin                  By: /s/ Tracey L. Olson                             
Name: Chad Martin                  Name: Tracey L. Olson                         
Title: CEO                      Title: CEO/GM