Contract
EXHIBIT
10.32
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SOUTHERN
IOWA BIOENERGY, LLC
000
X. XXXXXX
XXXXXX,
XX 00000
XXXXXXXX'S
NAME AND ADDRESS
"I"
includes each borrower above, jointly and severally.
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AMERICAN
STATE BANK-OSCEOLA
P.O.
BOX 463
OSCEOLA,
IA 50213
XXXXXX'S
NAME AND ADDRESS
"You"
means the lender, its successors and assigns.
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PORT
# 115150
Loan
No.280909
Date
04-09-2008
Maturity
Date 08-18-2008
Loan
Amount $ 40,040.00
Renewal
of ___________
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For
value
received, I promise to pay to you, or your order, at your address listed above
the PRINCIPAL
sum of
FORTY
THOUSAND FORTY AND 00/100
Dollars $40,040.00 .
| x |
Single
Advance:I will receive all of this principal sum on
04-09-2008 . No additional advances are contemplated under
this note.
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| ¨ |
Multiple
Advance: The principal sum shown above is the maximum amount of
principal I can borrow under this note. On
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I
will
receive the amount of $
and
future principal advances are contemplated.
Conditions:
The
conditions for future advances
are
| ¨ |
Open
End Credit: You and I agree that I may borrow up to the maximum
amount of principal more than one time. This feature is subject
to all
other conditions and expires on
.
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| ¨ |
Closed
End Credit: You and I agree that I may borrow up to the maximum
only one time (and subject to all other conditions).
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INTEREST:
I agree
to pay interest on the outstanding principal balance from 04-09-2008
at the
rate of
5.750
% per
year until 04-10-2008 .
| x |
Variable
Rate:
This rate may then change as stated
below.
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x Index
Rate:
The
future rate will be 0.500
PERCENT ABOVE
the
following index rate: THE
BASE RATE ON CORPORATE LOANS POSTED BY AT LEAST 75% OF THE 30 LARGEST U.S.
BANKS
KNOWN AS THE WALL STREET JOURNAL PRIME RATE. THE RESULT OF THIS CALCULATION
WILL
BE ROUNDED TO THE NEAREST 0.250.
¨ No
Index:
The
future rate will not be subject to any internal or external index. It will
be
entirely in your control.
x Frequency
and Timing:
The rate
on this note may change as often as EVERY
DAY BEGINNING 04-10-2008 .
A
change
in the interest rate will take effect ON
THE SAME DAY .
¨ Limitations:
During
the term of this loan, the applicable annual interest rate will not be more
than
%
or less
than %.
The
rate may not change more than %
each
.
Effect
of Variable Rate:
A change
in the interest rate will have the following effect on the payments:
¨
The
amount of each scheduled payment will change.
x
The
amount of the final payment will change.
¨
.
ACCRUAL
METHOD:
Interest
will be calculated on a ACTUAL/360
basis.
POST
MATURITY RATE:
I agree
to pay interest on the unpaid balance of this note owing after maturity, and
until paid in full, as stated below:
¨
on the
same fixed or variable rate basis in effect before maturity (as indicated
above).
x
at a
rate equal to RATE
AT MATURITY PLUS 5% .
x LATE
CHARGE:
If a
payment is made more than 10
days
after it is due, I agree to pay a late charge of 1.500%
OF THE LATE
AMOUNT WITH A MIN OF $15.00 AND A MAX OF $50.00
.
x ADDITIONAL
CHARGES:
In
addition to interest, I agree to pay the following charges which x
are
¨
are not
included in the principal amount above:
PAYMENTS:
I agree
to pay this note as follows:
1
PAYMENT OF $40,864.99 ON 08-16-2008. THIS IS A VARIABLE RATE LOAN AND THE FINAL
PAYMENT AMOUNT MAY CHANGE.
¨ Unpaid
Interest:
Any
accrued interest not paid when due (whether due by reason of a schedule of
payments or due because of Xxxxxx's demand) will become part of the principal
thereafter, and will bear interest at the interest rate in effect from time
to
time as provided for in this agreement.
ADDITIONAL
TERMS: AS NEEDED FOR OPERATING.
x
If
checked, this note is a credit agreement subject to Iowa Code § 535.17 and the
following notice is applicable to this note.
IMPORTANT:
READ BEFORE SIGNING. THE TERMS OF THIS AGREEMENT SHOULD BE READ CAREFULLY
BECAUSE ONLY THESE TERMS IN WRITING ARE ENFORCEABLE. NO OTHER TERMS OR ORAL
PROMISES NOT CONTAINED IN THIS WRITTEN CONTRACT MAY BE LEGALLY ENFORCED. YOU
MAY
CHANGE THE TERMS OF THIS AGREEMENT ONLY BY ANOTHER WRITTEN
AGREEMENT.
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¨ SECURITY:
This note is separately secured by (describe separate document
by type and
date):
(This
section is for your internal use. Failure to list a separate security
document does not mean the agreement will not secure this
note.)
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PURPOSE:
The purpose of this loan is OPERATING
.
SIGNATURES:
I AGREE TO THE TERMS OF THIS NOTE
(INCLUDING
THOSE ON PAGE 2).
I
have received a copy on today's date.
SOUTHERN
IOWA BIOENERGY
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/s/
Xxxx Xxxxxxx
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XXXX
XXXXXXX, TREASURER
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Signature
for Lender
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/s/
Xxxxxxx Xxxxxx
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XXXXXXX
XXXXXX, PERSONALLY
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/s/
Xxxxx X. Xxxxxxxxx, President
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/s/
Xxxx Xxxxxx /s/
Xxxxxxx Xxxxxx
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| XXXXX X. XXXXXXXXX, PRESIDENT |
XXXX
XXXXXX, PERSONALLY; XXXXXXX XXXXXX,
PERSONALLY
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/s/
J. R. Cornett
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||
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J.
R. XXXXXXX, PERSONALLY
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(page 1
of 2)
DEFINITIONS:
As used
on page 1, "x"
means
the terms that apply to this loan. "I," "me" or "my" means each Borrower who
signs this note and each other person or legal entity (including guarantors,
endorsers, and sureties) who agrees to pay this note (together referred to
as
"us"). "You" or "your" means the Lender and its successors and assigns.
APPLICABLE
LAW:
The law
of the state of Iowa will govern this note. Any term of this note which is
contrary to applicable law will not be effective, unless the law permits you
and
me to agree to such a variation. If any provision of this agreement cannot
be
enforced according to its terms, this fact will not affect the enforceability
of
the remainder of this agreement. No modification of this agreement may be made
without your express written consent. Time is of the essence in this agreement.
COMMISSIONS
OR OTHER REMUNERATION:
I
understand and agree that any insurance premiums paid to insurance companies
as
part of this note will involve money retained by you or paid back to you as
commissions or other remuneration.
In
addition, I understand and agree that some other payments to third parties
as
part of this note may also involve money retained by you or paid back to you
as
commissions or other remuneration.
PAYMENTS:
Each
payment I make on this note will first reduce the amount I owe you for charges
which are neither interest nor principal. The remainder of each payment will
then reduce accrued unpaid interest, and then unpaid principal. If you and
I
agree to a different application of payments, we will describe our agreement
on
this note. I may prepay a part of, or the entire balance of this loan without
penalty, unless we specify to the contrary on this note. Any partial prepayment
will not excuse or reduce any later scheduled payment until this note is paid
in
full (unless, when I make the prepayment, you and I agree in writing to the
contrary).
INTEREST:
Interest
accrues on the principal remaining unpaid from time to time, until paid in
full.
If I receive the principal in more than one advance, each advance will start
to
earn interest only when I receive the advance. The interest rate in effect
on
this note at any given time will apply to the entire principal advanced at
that
time. You and I may provide in this agreement for accrued interest not paid
when
due to be added to principal. Notwithstanding anything to the contrary, I do
not
agree to pay and you do not intend to charge any rate of interest that is higher
than the maximum rate of interest you could charge under applicable law for
the
extension of credit that is agreed to here (either before or after maturity).
If
any notice of interest accrual is sent and is in error, we mutually agree to
correct it, and if you actually collect more interest than allowed by law and
this agreement, you agree to refund it to me.
INDEX
RATE:
The
index will serve only as a device for setting the rate on this note. You do
not
guarantee by selecting this index, or the margin, that the rate on this note
will be the same rate you charge on any other loans or class of loans to me
or
other borrowers.
ACCRUAL
METHOD:
The
amount of interest that I will pay on this loan will be calculated using the
interest rate and accrual method stated on page 1 of this note. For the purpose
of interest calculation, the accrual method will determine the number of days
in
a year. If no accrual method is stated, then you may use any reasonable accrual
method for calculating-interest.
POST
MATURITY RATE:
For
purposes of deciding when the "Post Maturity Rate" (shown on page 1) applies,
the term "maturity" means the date of the last scheduled payment indicated
on
page 1 of this note or the date you accelerate payment on the note, whichever
is
earlier.
SINGLE
ADVANCE LOANS:
If this
is a single advance loan, you and I expect that you will make only one advance
of principal. However, you may add other amounts to the principal if you make
any payments described in the "PAYMENTS BY LENDER" paragraph below, or if we
have, agreed that accrued interest not paid when due may be added to
principal.
MULTIPLE
ADVANCE LOANS:
If this
is a multiple advance loan, you and I expect that you will make more than one
advance of principal. If this is closed end credit, repaying a part of the
principal will not entitle me to additional credit.
PAYMENTS
BY LENDER:
If you
are authorized to pay, on my behalf, charges I am obligated to pay (such as
property insurance premiums), then you may treat those payments as advances
and
add them to the unpaid principal under this note, or you may demand immediate
payment of the charges.
SET-OFF:
I agree
that you may set off any amount due and payable under this note against any
right I have to receive money from you.
"Right
to
receive money from you" means:
(1) any
deposit account balance I have with you;
(2) any
money
owed to , me on an item presented to you or in your possession for collection
or
exchange; and
(3) any
repurchase agreement or other nondeposit obligation.
"Any
amount due and payable under this note" means the total amount of which you
are
entitled to demand payment under the terms of this note at the time you set
off.
This total includes any balance the due date for which you properly accelerate
under this note.
If
my
right to receive money from you is also owned by someone who has not agreed
to
pay this note, your right of set-off will apply to my interest in the obligation
and to any other amounts I could withdraw on my sole request or endorsement.
Your right of set-off does not apply to an account or other obligation where
my
rights are only as a representative. It also does not apply to any Individual
Retirement Account or other tax-deferred retirement account.
You
will
not be liable for the dishonor of any check when the dishonor occurs because
you
set off this debt against any of my accounts. I agree to hold you harmless
from
any such claims arising as a result of your exercise of your right of set-off.
REAL
ESTATE OR RESIDENCE PROPERTY:
If this
note is secured by real estate or a residence that is personal property, the
existence of a default and your remedies for such a default will be determined
by applicable law, by the terms of any separate instrument creating the security
interest and, to the extent not prohibited by law and not contrary to the terms
of the separate security instrument, by the "Default" and "Remedies" paragraphs
herein.
DEFAULT:
I will
be in default if any one or more of the following occur: (1) I fail to make
a
payment on time or in the amount due; (2) I fail to keep the property insured,
if required; (3) I fail to pay, or keep any promise, on any debt or agreement
I
have with you; (4) any other creditor of mine attempts to collect any debt
I owe
him through court proceedings; (5) I die, am declared incompetent, make an
assignment for the benefit of creditors, or become insolvent (either because
my
liabilities exceed my assets or I am unable to pay my debts as they become
due);
(6) I make any written statement or provide any financial information that
is
untrue or inaccurate at the time it was provided; (7) I do or fail to do
something which causes you to believe that you will have difficulty collecting
the amount I owe you; (8) any collateral securing this note is used in a manner
or for a purpose which threatens confiscation by a legal authority; (9) I change
my name or assume an additional name without first notifying you before making
such a change; (10) I fail to plant, cultivate and harvest crops in due season;
(11) any loan proceeds are used for a purpose that will contribute to excessive
erosion of highly erodible land or to the conversion of wetlands to produce
an
agricultural commodity, as further explained in 7 C.F.R. Part 1940,
Subpart G, Exhibit M.
REMEDIES:
Except
as provided in the next paragraph, if this note is secured by agricultural
land
(as defined in Iowa Code § 172C.1) and I am in default on this note, you will
give me notice of my right to cure. You may exercise your remedies only if
I
fail to cure my default within 45 days after you mail the notice (or 45 days
after actual delivery if you use a means other than certified
mail).
A
notice
of right to cure is not necessary and you may immediately exercise your remedies
if you have: a) given me the notice with respect to two prior defaults, b)
you
have given me the notice with respect to a default occurring within 12 months
before the current default, or I voluntarily surrender the agricultural land
and
you accept it in full satisfaction of the debt.
Subject
to the above limitations and any limitations imposed by Iowa Code Chapter 654A,
if I am in default on this note you have, but are not limited to, the following
remedies:
(1) You
may
demand immediate payment of all I owe you under this note (principal, accrued
unpaid interest and other accrued charges).
(2) You
may
set off this debt against any right t have to the payment of money from you,
subject to the terms of the set-off paragraph herein.
(3) You
may
demand security, additional security, or additional parties to be obligated
to
pay this note as a condition for not using any other remedy.
(4) You
may
refuse to make advances to me or allow purchases on credit by me.
(5) You
may
use any remedy you have under state or federal law.
By
selecting any one or more of these remedies you do not give up your right to
later use any other remedy. By waiving your right to declare an event to be
a
default, you do not waive your right to later consider the event as a default
if
it continues or happens again.
COLLECTION
COSTS AND ATTORNEY'S FEES:
I agree
to pay all costs of collection, replevin or any other or similar type of cost
if
I am in default. In addition, if you hire an attorney to collect this note,
I
also agree to pay any fee you incur with such attorney plus court costs (except
where prohibited by law). To the extent permitted by the United States
Bankruptcy Code, I also agree to pay the reasonable attorney's fees and costs
you incur to collect this debt as awarded by any court exercising jurisdiction
under the Bankruptcy Code.
WAIVER:
I give
up my rights to require you to do certain things. I will not require you
to:
(1) demand
payment of amounts due (presentment);
(2) obtain
official certification of nonpayment (protest); or
(3) give
notice that amounts due have not been paid (notice of dishonor).
I
waive
any defenses I have based on suretyship or impairment of
collateral.
OBLIGATIONS
INDEPENDENT:
I
understand that I must pay this note even if someone else has also agreed to
pay
it (by, for example, signing this form or a separate guarantee or endorsement).
You may sue me alone, or anyone else who is obligated on this note, or any
number of us together, to collect this note. You may do so without any notice
that it has not been paid (notice of dishonor). You may without notice release
any party to this agreement without releasing any other party. If you give
up
any of your rights, with or without notice, it will not affect my duty to pay
this note. Any extension of new credit to any of us, or renewal of this note
by
all or less than all of us will not release me from my duty to pay it. (Of
course, you are entitled to only one payment in full.) I agree that you may
at
your option extend this note or the debt represented by this note, or any
portion of the note or debt, from time to time without limit or notice and
for
any term without affecting my liability for payment of the note. I will not
assign my obligation under this agreement without your prior written approval.
FINANCIAL
INFORMATION:
I agree
to provide you, upon request, any financial statement or information you may
deem necessary. I warrant that the financial statements and information I
provide to you are or will be accurate, correct and complete.
NOTICE:
Unless
otherwise required by law, any notice to me shall be given by delivering it
or
by mailing it by first class mail addressed to me at my last known address.
My
current address is on page 1. I agree to inform you in writing of any change
in
my address. I will give any notice to you by mailing it first class to your
address stated on page 1 of this agreement, or to any other address that you
have designated.
CREDIT
AGREEMENT:
A
"credit agreement" under Iowa Code § 535.17 means any contract made or acquired
by a lender to loan money or extend credit for any purpose. A "credit agreement"
does not mean a contract to extend credit by means of a credit card, or open
end
credit, or a home equity line of credit.
This
note
is not subject to Iowa Code § 535.17 if it is a "credit agreement" made
primarily for a personal, family, or household purpose where the credit extended
is twenty thousand dollars or less.
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DATE
OF
TRANSACTION
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PRINCIPAL
ADVANCE
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XXXXXXXX'S
INITIALS
(not
required)
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PRINCIPAL
PAYMENTS
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PRINCIPAL
BALANCE
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INTEREST
RATE
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INTEREST
PAYMENTS
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INTEREST
PAID
THROUGH
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(page
2 of 2)
