Exhibit 10.2
PROMISSORY NOTE
(Variable Rate, Revolving Loan)
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Not to Exceed
$9,000,000.00
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Sioux Falls, South Dakota
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September 21, 2007
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FOR VALUE RECEIVED,
N0RTHERN 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 Nine Million & 00/100 Dollars
($9,000,000.00) or so much thereof as may be advanced
hereunder.
CALCULATION OF
INTEREST. Interest on each advance hereunder shall
accrue at an annual rate equal to 3.00% plus the one-month LIBOR
rate quoted by Lender (LIBOR + 3.00%), which shall be the one-month
LIBOR rate in effect two New York Banking Days prior to the stated
monthly reprice date, adjusted for any reserve requirement and any
subsequent costs arising from a change in government regulation,
such rate to be reset monthly on the last day of the month. The
term “New York Banking Day” means any date (other than
a Saturday or Sunday) on which commercial banks are open for
business in New York, New York. Lender’s internal records of
applicable interest rates shall be determinative in the absence of
manifest error. If the initial advance under this Note occurs other
than on the first day of the month, the initial one-month LIBOR
rate shall be that one-month LIBOR rate in effect two New York
Banking Days prior to the date of the initial advance, which rate
shall be in effect on the remaining days of the month of the
initial advance.
PAYMENT OF
INTEREST. Payments of all interest accrued hereunder
shall be made on the last day of any month in which any amount is
outstanding hereunder.
REVOLVING FEATURE.
Borrower may from time to time prior to the Maturity Date draw, on
a revolving basis, the difference of the outstanding principal
amount hereunder and the lesser of (i) the Borrowing Base and (ii)
Nine Million Dollars ($9,000,000.00) (the greater of the two being
the “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 this Promissory Note and the Loan Agreement including
any preconditions to any advance hereunder contained in 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, and (iv) Borrower shall
demonstrate to Lender’s satisfaction that the funds requested
to be advanced shall be used in the operation of Borrower’s
ethanol production facility. Subject to these conditions, Lender
shall advance to Borrower hereunder, such amounts as Borrower may
from time-to-time request, not to exceed the total principal amount
at any one time outstanding hereunder of Nine Million Dollars
($9,000,000.00). 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 conditions of
this Note (including the Borrowing Base requirements provided for
below) at the time each such advance is requested and made.
PAYMENT IN FULL AT
MATURITY. The maturity date of this Note is July 30,
2008 (the “Maturity Date”). 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.
PAYMENT DUE ON NON-BUSINESS
DAY. In the event any payment due under this Note is due
on a date other than a Business Day (as defined in the Loan
Agreement), such payment shall be due on the Business Day
immediately following the day the payment was otherwise due.
PREPAYMENTS.
Borrower may prepay this Note in whole or in part at any time, and
if in part from time-to-time, during the entire term of this Note,
without penalty or premium. No prepayment shall reduce the amount
of any scheduled payment.
MANDATORY PAYMENTS PRIOR TO
MATURITY. In the event the amount outstanding hereunder
at any time, including interest and any other amounts, exceeds the
amount which could be borrowed on such date according to the then
applicable Borrowing Base (the “Eligible Balance”),
Borrower shall immediately pay to Lender an amount not less than
the difference between such balance and the Eligible Balance.
BORROWING BASE.
Definitions. As used in this Promissory Note:
“Borrowing Base” means, as of the day for which it is
calculated, .75 (75%) of the total of (i) the fair market value of
the outstanding Inventory, (ii) the Eligible Accounts Receivable,
and (iii) hedging accounts at fair market value;
“Inventory” means all Borrower’s corn, and
ethanol, and DDGS Inventory, as determined to Lender’s
satisfaction; “Eligible Accounts Receivable” means
Accounts (as defined in the Uniform Commercial Code) owned by
Borrower that were generated by Borrower’s sale of Inventory,
minus Ineligible Accounts; “Ineligible Accounts” means
Accounts which either have been outstanding more than 90 days, or
Accounts which otherwise would be Eligible Accounts Receivable that
Lender determines in its discretion should not so qualify. Eligible
Accounts Receivable shall exclude Borrower’s
“contra” accounts and any other obligations or offsets
which any of Borrower’s account obligors may claim against
Borrower.
Borrower Reports.
Each request for an advance hereunder shall be accompanied by
Borrower’s report to Lender evidencing the Borrowing Base as
of the close of the previous Business Day, in a form and containing
such content as Lender shall from time-to-time specify to Borrower,
including but not limited to: reports of the Borrower’s
Accounts itemized by age; reports of the Inventory itemized by
type, including its quantity, geographical location, and
information identifying any third party in possession or control
thereof Borrower Report shall also report Eligible Accounts
Receivable on a gross basis, and be itemized as to all offsets that
may be claimed by any account obligor as further set forth in the
definition of Eligible Accounts Receivable above, if at the end of
any calendar month any amount is outstanding hereunder, not later
than the 15th day of the following month, Borrower shall provide
Lender a report containing the above information as of the end of
such prior month. Borrower shall also provide Lender such reports
at other times specified by Lender. The request for advances
shal
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