SOUTHWEST GEORGIA FARM CREDIT,
ACA
REVOLVING CREDIT NOTE
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November 30, 2006
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Camilla,
Georgia
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FOR VALUE
RECEIVED, FIRST UNITED ETHANOL, LLC (the
“Borrower”), a limited liability company organized and
existing under the laws of the State of Georgia, hereby promise to
pay to the order of SOUTHWEST GEORGIA FARM CREDIT, ACA, an
agricultural credit association for itself and as agent/nominee
(the “ Lender ”), at its offices at 411 West
Broughton Street, Bainbridge, Georgia 39818, or such other place as
Lender shall designate in writing from time to time, the principal
sum of ELEVEN MILLION and NO/100 DOLLARS ($11,000,000) (the
“ Loan ”), or so much thereof as shall be
advanced pursuant to the Credit Facility Agreement of even date
herewith between Borrower and Lender (the “ Credit
Facility Agreement ”), in United States Dollars, together
with interest thereon as hereinafter provided. The Credit Facility
Agreement is hereby incorporated herein by reference. This is the
Revolving Credit Note referred to in the Credit Facility Agreement.
All capitalized terms used herein but not otherwise defined shall
have the meanings as defined in the Credit Facility Agreement. All
advances from the Lender to Borrower hereunder may be repaid and
readvanced and shall be made in accordance with and pursuant to the
terms of the Credit Facility Agreement. The loan evidenced by this
Note shall be for commercial purposes to support working capital
needs in connection with Borrower’s business
operations.
1.1 Interest
Rates . Pursuant to a Borrowing Notice, the Borrower shall have
the option of having interest calculated on the amount outstanding
on the Revolving Credit Facility at the Base Rate or LIBOR Rate
pursuant to Section 2.6 of the Credit Facility Agreement.
Notwithstanding anything herein to the contrary, upon the
occurrence of a Default or an Event of Default (under the terms of
the Credit Facility Agreement), interest shall accrue from the date
of such Default or Event of Default, as the case may be, at the
Default Rate, without the taking of any action or the giving of any
notice by the Lender until such Default or Event of Default has
been cured to the satisfaction of Lender.
1.2 Initial
Rate . The Base Rate, as defined in the Credit Facility
Agreement, shall initially be in effect from the Closing Date until
a conversion to LIBOR occurs pursuant to the terms of
Section 1.3 below.
1.3
Conversions. Provided that no Default or Event of Default
shall have occurred and be continuing and subject to the
limitations set forth below, the Borrower may on five
(5) Business Days’ notice on or before 11:00 A.M.
Eastern time, convert the method of calculating interest from the
Base Rate to LIBOR, or from LIBOR to a Base Rate but only at the
expiration of the applicable Interest Period for such LIBOR Loans.
Notice of any such conversions shall be communicated in writing to
the Lender by a Borrowing Notice.
1.4 Interest
Payments . (a) The Borrower shall pay interest to the
Lender on the outstanding and unpaid principal amount of the funds
advanced by the Lender for the period
commencing on
the date of any such advance until the Loans shall be paid as and
when due. In addition, upon the occurrence of an Event of Default
under Section 7.1 (a) or (b) of the Credit Facility
Agreement, interest shall accrue on the outstanding principal
amount of the Loans at the Default Rate until all amounts of
principal and interest due is paid in full. (b) Interest on
the outstanding principal balance of the Loans shall be calculated
on the basis of a year of 365 days for the actual number of
days elapsed. Any change in the Base Rate or LIBOR Rate shall be
effective as of the Business Day such change is announced by the
Lender. (c) Interest on the outstanding principal balance of
the Loans shall be paid on the first Business Day of each calendar
month during each year, commencing on the first such date to occur
after the date of the first borrowing hereunder. (d) With
respect to the Revolving Credit Facility, the Borrower may borrow,
repay and reborrow hereunder, on any Business Day when the Base
Rate is in effect and on a LIBOR Business Day when the LIBOR Rate
is in effect for the Loans. Advances may be obtained from the date
hereof until, but (as to borrowings and reborrowings) not
including, the Revolving Credit Termination Date.
2.
PRINCIPAL . The Loans shall be interest only until
November 30, 2007, subject to extensions as provided in the
Credit Facility Agreement (the “Revolving Credit Termination
Date”), at which time all outstanding principal and interest
shall be due, unless earlier accelerated. The Borrower hereby
agrees to pay the loans when due pursuant to the terms of this Note
and the Credit Facility Agreement. Such obligations are and shall
be absolute as to the Borrower without notice, claim, defense or
setoff. All funds advanced under the Revolving Credit Facility,
together with any unpaid interest, shall become due and payable in
full on the Revolving Credit Termination Date.
3. TENDER
OF PAYMENT . Each payment of principal (including any
prepayment) and each payment of interest shall be made to the
Lender at the Principal Office of the Lender, in Dollars and in
immediately available funds before 2:00 P.M. Eastern time on the
date such payment is due. The Lender may, but shall not be
obligated to, debit the amount of any such payment which is not
made by such time to any ordinary deposit account of the Borrower
with the Lender.
4.
NON-CONFORMING PAYMENTS . The Lender shall deem any
payment by or on behalf of the Borrower hereunder or under
Sections 2.3 and 2.4 of the Credit Facility Agreement that is
not made both (a) in Dollars and in immediately available
funds and (b) prior to 2:00 P.M. Eastern time to be a non-
conforming payment. Any such payment shall not be deemed to be
received by the Lender until the time such funds become available
funds. The Lender shall give prompt telephonic notice to the
Borrower if any payment is non-conforming. For the first thirty
(30) days after payment is due, interest shall continue to
accrue on any principal as to which a non-conforming payment is
made until such funds become available funds at the then applicable
standard rate of interest.
5.
PREPAYMENT . The Borrower shall have the right to
repay the amounts outstanding under the Revolving Credit Facility
at any time in whole or in part plus, in the case of prepayment of
a LIBOR Loan, the Lender’s direct costs associated with the
breakage of any LIBOR contracts resulting from such prepayment.
Notwithstanding the above, however, Borrower shall be obligated to
pay any fees owed under Section 2.8 of the Credit Facility
Agreement, if any, outstanding at the time of said
prepayment.
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6.
SECURITY FOR THE NOTE . This Note is executed and
delivered in accordance with a commercial transaction described in
the Credit Facility Agreement. As security for all Obligations, the
Borrower has granted the Lender a continuing first priority lien
and security interest in, pledge of and right of set-off against
the Collateral as set forth in the Credit Facility Agreement and
the Security Agreement.
7.
DEFAULT RATE . At the time of an occurrence of a
Default or an Event of Default hereunder or as described in
Section 7.1 (a) and (b) of the Credit Facility
Agreement, interest shall accrue on the outstanding principal
amount of the Loans at the Default Rate until all amounts of
principal and interest due is paid in full. The Default Rate means
an annual interest rate equal to the Base Rate in effect at the
time of the occurrence of the Event of Default plus an additional
2%.
8.1 Borrower
hereby indemnifies and agrees to defend and hold harmless Lender,
its officers, employees and agents, from and against any and all
losses, damages, or liabilities and from any suits, claims or
demands, including reasonable attorneys’ fees incurred in
investigating or defending such claim, suffered by any of them and
caused by, arising out of, or in any way connected with the Credit
Facility Agreement, the Security Agreement or this Note
(collectively the “Loan Documents”) or the transactions
contemplated therein (unless determined by a final judgment of a
court of competent jurisdiction to have been caused solely by the
gross negligence or willful misconduct of any of the indemnified
parties).
8.2 In case any
action shall be brought against Lender, its officers, employees or
agents, in respect to which indemnity may be sought against
Borrower, Lender or such other party shall promptly notify Borrower
and Borrower shall assume the defense thereof, including the
employment of counsel selected by Borrower and satisfactory to
Lender, the payment of all costs and expenses and the right to
negotiate and consent to settlement. Lender shall have the right,
at its sole option, to employ separate counsel in any such action
and to participate in the defense thereof, all at Borrower’s
sole cost and expense. Borrower shall not be liable for any
settlement of any such action effected without its consent (unless
Borrower fails to defend such claim), but if settled with
Borrower’s consent, or if there be a final judgment for the
claimant in any such action, Borrower agrees to indemnify and hold
harmless Lender from and against any loss or liability by reason of
such settlement or judgment.
9. EVENTS
OF DEFAULT . An Event of Default shall exist if any of the
following shall occur:
(i) Payment of
Principal . If the Borrower fails to pay any principal of the
Loans when due (except as permitted in Section 7.1(b) of the
Credit Facility Agreement); or
(ii) Payment of
Interest and Fees . If the Borrower defaults in the payment of
any interest upon any of the Loans or any fees hereunder or under
the Credit Facility Agreement when due (except that the Lender will
give the Borrower at least one Business Day’s notice if it
fails to receive any interest payment or fee payment when due
(other
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than at
maturity for which no notice is required) and provided the Lender
shall not be obligated to deliver such notice on more than two
occasions in any twelve-month period; or
(iii) Default
under Reimbursement Documents . The occurrence of any Event of
Default under the Credit Facility Agreement, the Reimbursement
Agreement or any of the Reimbursement Documents, the Bonds or any
of the Bond Documents (as defined in the Reimbursement
Agreement).
(iv) Payment of
Other Obligations . If the Borrower defaults in the payment of
principal of, by accele
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