ALLONGE
to Convertible Note dated May 2, 2007
THIS ALLONGE is made and entered into as of the 7th day of March 0000,
xxxxxxx XXXXXXXXX XXXX RENEWABLE ENERGY, LLC, an Iowa limited liability company
(the "Borrower"), and AGSTAR FINANCIAL SERVICES, PCA, and its successors and
assigns, as Agent (in such capacity, the "Agent") for the benefit of the Banks
in connection with that certain Credit Agreement dated May 2, 2007 (as amended,
restated, supplemented or otherwise modified from time to time, the "Credit
Agreement").
RECITALS
A. The Borrower previously executed and delivered to First National Bank of
Omaha (the "Bank") a Convertible Note in the original principal amount of
$19,047,600.00 dated May 2, 2007 (the "Note") to which this Allonge is attached.
B. The Borrower, the Agent and the Banks have agreed to make certain
modifications to the Note, all in accordance with the terms and conditions of
this Allonge.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants contained in this Allonge and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by
the Borrower, the Agent and the Bank, the parties agree as follows:
1. Modification of Note. Notwithstanding any of the provisions of the
Credit Agreement and the Note, the Note is hereby amended as follows:
a. Paragraph #2 of the Note is hereby amended and restated to read as
follows:
The outstanding principal balance of this Convertible Note shall bear
interest at a variable rate determined by Agent to be 365 basis points
above the LIBOR Rate in effect from time to time, as set forth in and
as adjusted in accordance with the terms and conditions of the Credit
Agreement. Notwithstanding the foregoing, the rate of interest under
this Convertible Note may be adjusted by Agent pursuant to the
provisions of the Credit Agreement (including, without limitation,
Section 2.11 thereof) and this Convertible Note. On the Conversion
Date, a portion not to exceed 50% of the outstanding principal balance
of all Advances made under this Convertible Note may at Borrower's
option be converted to a fixed rate of interest at a rate acceptable
to Agent in its sole reasonable discretion pursuant to the terms and
conditions of the Credit Agreement.
b. Paragraph #3 of the Note is hereby amended and restated to read as
follows:
The "LIBOR Rate" (London Interbank Offered Rate) means the One Month
London Interbank Offered Rate ("One Month LIBOR"), rounded upward to
the nearest ten
thousandth of one percent, reported on the tenth day of the month
preceding each Interest Period by the Wall Street Journal in its daily
listing of money rates, defined therein as the average of interbank
offered rates for dollar deposits in the London market. If a One Month
LIBOR rate is not reported on the tenth day of a month, the One Month
LIBOR rate reported on the first business day preceding the tenth day
of the month will be used. If this index is no longer available, Agent
will select a new index which is based upon comparable information.
c. Paragraph #4 of the Note is hereby amended and restated to read as
follows:
The LIBOR Rate shall initially be determined as of the date hereof and
shall thereafter be adjusted in accordance with the terms and
conditions of the Credit Agreement. Interest on the outstanding
principal balance of this Note shall be computed on the basis of a
year of three hundred sixty-five (365) days, but charged for actual
days principal is outstanding.
d. Paragraph #8 of the Note is hereby amended and restated to read as
follows:
Subject to the terms and conditions of the Credit Agreement, following
the Conversion Date, the portion of the Term Loan that has not been
converted to a Fixed Rate Loan shall bear interest at a variable rate
equal to the LIBOR Rate plus 345 basis points or as otherwise provided
in the Credit Agreement.
e. Paragraph #9 of the Note is hereby amended and restated to read as
follows:
The Borrower shall have the option to convert a portion of the loan
evidenced by this Note into a Fixed Rate Loan, as provided in the
Credit Agreement, which shall bear interest at a rate equal to 325
basis points in excess of a known fixed rate benchmark rate as set
forth in the Credit Agreement, which is in effect on the Conversion
Date, or such other rate of interest as agreed upon by the Agent and
Borrower. Should the Borrower elect such fixed rate option, such rate
of interest shall not be subject to any adjustments as provided for in
the Credit Agreement.
2. Remaining Terms. It is further understood and agreed by and between the
Borrower, the Agent and the Bank that all other terms and provisions of the Note
shall remain in full force and effect, enforceable by the Agent and the Banks
against the Borrower as fully as though no amendments had been made hereby, and
this Allonge shall not be deemed to hinder, compromise or lessen the
enforceability of the Note, or any mortgage, security interest, or guaranty
securing repayment of the Note, in any way.
SIGNATURE PAGE TO
ALLONGE
TO
CONVERTIBLE NOTE DATED MAY 2, 2007
BY AND BETWEEN
SOUTHWEST IOWA RENEWABLE ENERGY, LLC
AND
AGSTAR FINANCIAL SERVICES, PCA, as Agent
DATED: March 7, 2008
IN WITNESS WHEREOF, the parties hereto have caused this Allonge to be
duly executed and delivered as of the date and year first above written.
BORROWER:
SOUTHWEST IOWA RENEWABLE ENERGY, LLC,
an Iowa limited liability
company
By /s/ Xxxx Xxxxx
---------------------------------
Xxxx Xxxxx
Its: General Manager
By /s/ Xxxxx Xxxx
---------------------------------
Xxxxx Xxxx
Its: Board Chairman
AGENT:
AGSTAR FINANCIAL SERVICES, PCA,
as Agent
/s/ Xxx Xxxxxx
------------------------------------
By: Xxx Xxxxxx
Its: Vice President
