Exhibit 10.5
REFINANCE TERM LOAN
NOTE
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$20,000,000
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August 10, 2007
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Fargo, North Dakota
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FOR
VALUE RECEIVED, the undersigned, Great Plains Ethanol, LLC, d/b/a
POET Biorefining - Chancellor, a South Dakota limited
liability company (“Borrower”), hereby
promises to pay to the order of AgCountry Farm Credit Services,
FLCA (together with any subsequent holder hereof, “
Lender”) or its
successors and assigns, at Post Office Box 6020, 1900 44th Street
South, Fargo, North Dakota 58108, (a) on the Refinance Term Loan
Maturity Date (as defined in the Master Credit Agreement between
Borrower and Lender dated as of August 10, 2007 and the First
Supplement to the Master Credit Agreement (Refinance Term Loan)
between Borrower and Lender dated the same date (as the same may be
amended, restated, supplemented or otherwise modified from time to
time), collectively known as the “Credit Agreement”), the
principal sum of Twenty Million and No/100) Dollars
($20,000,000.00) or so much of the unpaid principal amount of the
Refinance Term Loan (as defined in the Credit Agreement) as has
advanced by Lender to Borrower pursuant to the Credit Agreement,
and (b) on each date specified in the Credit Agreement prior to the
Refinance Term Loan Maturity Date, the principal amount of the
Refinance Term Loan payable to Lender on such date as specified
therein, in lawful money of the United States of America in
immediately available funds, and to pay interest from the Closing
Date on the unpaid principal amount thereof from time to time
outstanding, in like funds, at said office, at the rate or rates
per annum and payable on such dates as provided in the Credit
Agreement. Borrower also promises to pay Default Interest (as
defined in the Credit Agreement), on demand, on the terms and
conditions set forth in the Credit Agreement. In addition, should
legal action or an attorney-at-law be utilized to collect any
amount due hereunder, Borrower further promises to pay all costs of
collection, including the reasonable attorneys’ fees of
Lender.
All
borrowings evidenced by this Refinance Term Loan Note and all
payments and prepayments of the principal hereof and the date
thereof shall be recorded by Lender in its internal records;
provided , that the failure of Lender to make such a
notation or any error in such notation will not affect the
obligations of Borrower to make the payments of principal and
interest in accordance with the terms of this Refinance Term Loan
Note and the Credit Agreement.
This Refinance Term Loan Note is issued in
connection with, and is entitled to the benefits of; the Credit
Agreement which, among other things, contains provisions for the
acceleration of the maturity hereof upon the happening of certain
events, all upon the terms and conditions therein
specified.
THIS REFINANCE TERM LOAN NOTE SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE
OF NORTH DAKOTA AND ANY APPLICABLE LAWS OF THE UNITED STATES OF
AMERICA.
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GREAT PLAINS ETHANOL, LLC
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By:
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/s/
Darrin Ihnen
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Name: Darrin Ihnen
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Title: President
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REVOLVING CREDIT
NOTE
FOR
VALUE RECEIVED, the undersigned, GREAT PLAINS ETHANOL, LLC, d/b/a
POET Biorefining - Chancellor, a South Dakota limited
liability company (“Borrower”), hereby
promises to pay to the order of AgCountry Farm Credit Services,
FLCA (together with any subsequent holder hereof, “Lender”) or its successors
arid assigns, at Post Office Box 6020, 1900 44th Street South,
Fargo, North Dakota 58108, (a) on the Revolving Facility Maturity
Date (as defined in the Master Credit Agreement between Borrower
and Lender dated
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