Exhibit 10.3
PROMISSORY
NOTE
(Amended and Restated
Note)
(Variable Rate, Revolving Loan)
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Not to Exceed $8,000,000.00
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Sioux Falls, South Dakota
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August 28, 2006
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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