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$
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41,500,000.00
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Maturity Date:
April 8, 2014
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FOR VALUE
RECEIVED , CARDINAL
ETHANOL, LLC, an Indiana limited liability company
(“BORROWER”), promises to pay to the order of FIRST
NATIONAL BANK OF OMAHA (“BANK”), at its principal
office or such other address as BANK or holder may designate from
time to time, the principal sum of Forty-One Million Five Hundred
Thousand and 00/100 Dollars ($41,500,000.00), or the amount shown
on BANK’s records to be outstanding, plus interest
(calculated on the basis of actual days elapsed in a 360-day year)
accruing each day on the unpaid principal balance at the annual
interest rates defined below. Absent manifest error, BANK’s
records shall be conclusive evidence of the principal and accrued
interest owing hereunder.
This FIXED RATE
NOTE is executed pursuant to a Construction Loan. Agreement between
BORROWER and BANK dated as of December 19th, 2006, (the
Construction Loan Agreement, together with all amendments,
modifications and supplements thereto and all restatements and
replacements thereof is called the “AGREEMENT”). All
capitalized terms not otherwise defined in this note shall have the
meanings provided in the AGREEMENT.
INTEREST
ACCRUAL. Interest on the
principal amount outstanding shall accrue at a per annum rate equal
to the three month LIBOR RATE plus 300 basis points on the Note
Date referenced above and adjusting as provided for in the
AGREEMENT, and at the three month LIBOR RATE plus 900 basis points
from time to time after maturity, whether by acceleration or
otherwise. Interest shall be calculated on the basis of a 360-day
year, counting the actual number of days elapsed.
REPAYMENT
TERMS. Principal shall be
due and payable in the amounts and on the dates set forth in
Schedule I attached to the AGREEMENT, and incorporated herein
by reference, and accrued and unpaid interest shall be due and
payable in arrears on the same dates that principal installments
are due. Any remaining principal balance, plus any accrued but
unpaid interest, shall be fully due and payable on April 8,
2014, if not sooner paid.
PREPAYMENT. BORROWER may prepay this FIXED RATE NOTE in full
or in part at any time. Provided, however, a condition of any
prepayment of all of this FIXED RATE NOTE, the VARIABLE RATE NOTE
and the LONG TERM REVOLVING NOTE is that certain fees shall be paid
to BANK. If such complete prepayment occurs within the first two
(2) years following the COMPLETION DATE, a fee of one percent
(1%) of the original principal amount of this FIXED RATE NOTE shall
be paid to BANK. In the event that BORROWER pre-pays all of this
FIXED RATE NOTE and except as to such payments as are required by
the AGREEMENT, BORROWER shall pay BANK a breakage fee sufficient to
make BANK whole for any expenses relating to breaking fixed
interest rates, which BANK shall apportion among its participants.
Any prepayment may be applied in inverse order of maturity or as
BANK in its sole discretion may deem appropriate. Such prepayment
shall not excuse BORROWER from making subsequent
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