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PROMISSORY NOTE

Promissory Note

PROMISSORY NOTE | Document Parties: NORTHERN LIGHTS ETHANOL, LLC | US BANK NATIONAL ASSOCIATION You are currently viewing:
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NORTHERN LIGHTS ETHANOL, LLC | US BANK NATIONAL ASSOCIATION

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Title: PROMISSORY NOTE
Governing Law: South Dakota     Date: 11/14/2006

PROMISSORY NOTE, Parties: northern lights ethanol  llc , us bank national association
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Exhibit 10.3

PROMISSORY NOTE

(Amended and Restated Note)

(Variable Rate, Revolving Loan)

Not to Exceed $8,000,000.00

 

Sioux Falls, South Dakota

 

 

August 28, 2006

 

FOR VALUE RECEIVED, NORTHERN LIGHTS ETHANOL, LLC, a South Dakota Limited Liability Company (“Borrower”), hereby promises to pay to the order of U.S. BANK NATIONAL ASSOCIATION, a national banking association (“Lender”, which term shall include any future holder hereof), at 141 N. Main Avenue, Sioux Falls, South Dakota, or at such other place as Lender may from time-to-time designate in writing, in lawful money of the United States of America, the principal sum of Eight Million & 00/100 Dollars ($8,000,000.00) or so much thereof as may be advanced hereunder, including all amounts due or incurred by Borrower in accordance with the terms of the Amended and Restated Loan Agreement between Borrower and Lender dated as of August 28, 2006 (the “Amended Loan Agreement”), or due or incurred by Borrower under the terms of any other Loan Document as defined in such Amended Loan Agreement.

AMENDMENT OF NOTE.   This Promissory Note amends and restates that Promissory Note dated March 30, 2005, in an original principal amount not to exceed $5,000,000.00 and that Promissory Note dated March 30, 2005, in an original principal amount not to exceed $3,000,000.00, each of which Borrower delivered to Lender pursuant to the Loan Agreement between Borrower and Lender which has been amended and restated by the Amended Loan Agreement.

CALCULATION AND PAYMENT OF INTEREST. The unpaid principal balance will bear interest at an annual rate equal to the prime rate announced by Lender from time-to-time (the “Prime Rate”).  The interest rate shall be adjusted each time that the Prime Rate changes.  Lender will strive to inform Borrower of each change in the Prime Rate, but each adjustment in the Prime Rate is effective whether or not Lender informs Borrower of such change. Payments of all interest accrued hereunder shall be made June 30, September 30, December 31 and March 31 of each year unless such day is not a Business Day as defined in the Amended Loan Agreement (in which case the Business Day which immediately follows such day shall apply) in which any amount is outstanding under the Note (the “Quarterly Payment Date”).  The first Quarterly Payment Date shall be September 30, 2006, and an interest only payment shall be due that day and each Quarterly Payment Date thereafter until August 31, 2014 (the “Maturity Date”).  The Prime Rate applicable on the date of this Note shall be Eight and One Quarter percent (8.25%).  Interest shall be calculated on a 365/360 simple basis; that is, by applying the ratio of the annual interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding.

REVOLVING FEATURE.   Borrower may from time-to-time prior to the Maturity Date draw, on a revolving basis, the difference between the outstanding principal amount




 

hereunder and Eight Million Dollars ($8,000,000.00) (the “Revolving Loan Maximum”).  Lender’s obligation to make any advance under this Promissory Note is conditioned upon (i) all representations and warranties made by Borrower in the Amended Loan Agreement remaining true, accurate and complete, (ii) Borrower’s continued compliance with all other terms and conditions of the Amended Loan Agreement, (iii) no Event of Default having occurred under this Promissory Note, or any other Promissory Note between the parties hereto, or under any other Loan Document, (iv) Borrower demonstrating to Lender’s satisfaction that such funds shall be used in operations of Borrower’s ethanol production facility and to make distributions to Borrower’s members, and (v) Borrower delivering to Lender such mortgage(s), amendment(s) to the Mortgage and/or other documents, and taking such other actions as Lender shall deem appropriate to secure this Note, and Lender obtaining such endorsements, riders, modifications and/or updates to the Title Policy as Lender may deem appropriate in connection with such security.  Subject to these conditions, Lender shall advance to Borrower hereunder, such amounts as Borrower may from time-to-time request, not to exceed the Revolving Loan Maximum. Such requests for advances hereunder shall be funded the next Business Day if received by Lender not later than 11:00 a.m. of any Business Day, subject to Lender requiring additional time to confirm Borrower has satisfied the foregoing conditions at the time each such advance is requested and made.

UNUSED COMMITMENT FEE.   Borrower shall pay Lender in arrears each Quarterly Payment Date an unused commitment fee equal to three-eighths of one percent (.0375%) multiplied by the difference, if any, of the Revolving Loan Maximum minus the average daily outstanding principal balance due hereunder for such prior quarter.

PAYMENT IN FULL AT MATURITY.   The total unpaid principal amount and all interest thereon and any other amount due hereunder shall be payable on the Maturity Date.  THIS NOTE REQUIRES A BALLOON PAYMENT.

PAYMENTS .   All payments under this Note shall be made in immediately available funds.  In the event there is no outstanding Event of Default, all payments made hereunder shall be credited to amounts due hereunder (including principal, accrued interest, and late payment charges) in such order as U.S. Bank may elect.

PREPAYMENTS.   Borrower may prepay t





 
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