EXHIBIT 10.5
REVOLVING CREDIT LOAN
NOTE
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$5,000,000.00
|
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May 9, 2008
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For value
received, the undersigned, BLACKHAWK BIOFUELS, LLC, a Delaware
limited liability company (“Borrower”), promises to pay
to the order of FIFTH THIRD BANK, a Michigan banking
corporation (“Lender”), in lawful money of the United
States of America, the principal sum of Five Million and 00/100
Dollars ($5,000,000.00), or if less, the principal amount advanced
and/or re-advanced from time to time pursuant to the Loan Agreement
(as hereinafter defined) and outstanding hereunder, together with
interest from the date hereof at the rate provided for
herein.
This Revolving
Credit Loan Note (the “Note”) is given for one or more
advances to be made by the Lender to the Borrower and is the
Revolving Credit Loan Note referred to in, and is issued pursuant
to, that certain Loan Agreement between Borrower and Lender dated
of even date herewith (as amended or otherwise modified from time
to time, the “Loan Agreement”), and is entitled to all
of the benefits and security of the Loan Agreement. All of
the terms, covenants and conditions of the Loan Agreement and all
other instruments evidencing or securing the indebtedness hereunder
are hereby made a part of this Note and are deemed incorporated
herein in full. All capitalized terms used herein, unless
otherwise specifically defined in this Note, shall have the
meanings ascribed to them in the Loan Agreement.
Interest hereunder shall (i) accrue on the
principal amount outstanding at the end of each day at a
variable rate per annum as set forth in Section 3.1 of the
Loan Agreement and (ii) be computed on the basis of actual
days elapsed over the period of a 360-day year.
Upon or after the
occurrence and during the continuation of any Event of Default
hereunder, under the terms of the Leasehold Mortgage (as
hereinafter defined), or under the Loan Agreement, the outstanding
principal balance of this Note shall bear interest at a variable
rate per annum equal to the Default Rate.
The principal
amount and accrued interest of this Note shall be due and payable
on the dates and in the manner set forth in the Loan
Agreement.
Lender is
authorized to rely on the oral or written loan requests, including
facsimile, telecopy or telegraphic loan requests, which Lender
believes in its good faith judgment to emanate from a properly
authorized representative of Borrower, whether or not that is in
fact the case.
In no contingency
or event whatsoever, whether by reason of advancement of the
proceeds hereof or otherwise, shall the amount paid or agreed to be
paid to Lender for the use, forbearance or detention of money
advanced hereunder exceed the highest lawful rate permissible under
any law which a court of competent jurisdiction may deem applicable
hereto.
This Note is
secured by the Collateral described in the Loan Agreement,
including, without limitation, a Mortgage of Leasehold,
Security Agreement, Assignment of Rents and
