Exhibit 10.1
PROMISSORY NOTE
(Amended and Restated
Note)
(Variable Rate, Revolving
Loan)
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Not to Exceed
$5,000,000.00
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Sioux Falls, South Dakota
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March 30, 2005
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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 Five Million & 00/100 Dollars
($5,000,000.00) or so much thereof as may be advanced hereunder,
including all amounts due or incurred by Borrower in accordance
with the terms of the Loan Agreement between Borrower and Lender
dated as of July 11, 2001, or due or incurred by Borrower
under the terms of any other Loan Document as defined in such Loan
Agreement.
AMENDMENT OF NOTE.
This Promissory Note amends and
restates that Promissory Note dated January 1, 2003, in the
original principal amount of $5,000,000.00 which Borrower delivered
to Lender pursuant to the Loan Agreement between Borrower and
Lender dated as of January 1, 2003.
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 Loan Agreement (in which case the Business Day which
immediately follows such thy shall apply) in which any amount is
outstanding under the Note (the “Quarterly Payment
Date”). The first Quarterly Payment Date shall be
June 30, 2005, and an interest only payment shall be due that
day and each Quarterly Payment Date thereafter until March 31,
2012 (the “Maturity Date”). The Prime Rate applicable
on the date of this Note shall be five and seventy-five hundredths
percent (5.75%). 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
Five Million Dollars ($5,000,000.00) (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 Loan
Agreement remaining true,
accurate and complete,
(ii) Borrower’s continued compliance with all other
terms and conditions of the 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, in multiples of not less than One Hundred Thousand Dollars
($100,000.00), 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 (3/8%) 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 this Note in
whole or in part at any time, an
