Exhibit 10.19
SECURITY AGREEMENT
This Security Agreement is entered into between NORTHERN LIGHTS
ETHANOL, LLC, a South Dakota limited company, whose principal place of business
is Big Stone City, South Dakota, as grantor and obligor (the "Grantor"), and
U.S. BANK NATIONAL ASSOCIATION (the "Secured Party"), and is made effective this
15th day of December, 2002;
WHEREAS, Grantor has obtained a loan from Secured Party in an amount
not to exceed $31,100,000.00. which loan is in part evidenced and secured by a
Loan Agreement (the "Loan Agreement") dated July 11, 2001 (the `Prior Loan");
and
WHEREAS, Secured Party has participated in a portion of Secured Party's
interest in the Prior Loan to various other lenders (the "Participants"); and
WHEREAS, the purpose of the Prior Loan was to acquire and construct
Broin's ethanol processing facility; and
WHEREAS, subsequent to the inception of the Prior Loan, Grantor
informed Secured Party that federal regulations have made economically
beneficial Grantor's acquisition of a Regenerative Thermal Oxidizer, which was
an add on to the project to be financed by the Prior Loan, and which acquisition
was funded by a loan from Secured Party to Grantor in an amount not to exceed
One Million Dollars ($1,000,000.00) (the "First RTO Loan"); and
WHEREAS, federal regulators have made economical and beneficial
Grantor's acquisition of a second Regenerative Thermal Oxidizer, which will also
be an add on to the Project financed by the Prior Loan, and which will not be
funded by the Prior Loan, or the First RTO Loan; and
WHEREAS, conditioned upon obtaining consents and approvals from the
Participants satisfactory to Secured Party, and upon other conditions herein
contained, Secured Party has committed to loan Grantor an amount not to exceed
Five Hundred Thousand Dollars ($500,000.00) to finance Grantor's acquisition of
a second Regenerative Thermal Oxidizer; and
GRANT OF SECURITY INTEREST. To secure the Secured Obligations as
defined below, the Grantor grants the Secured Party a security interest in the
following described Collateral:
The Regenerative Thermal Oxidizer to be acquired pursuant to this
Agreement, all other Regenerative Thermal Oxidizers in which Borrower
has an interest, all parts thereof and all additions and accessions
thereto and replacements therefor; and
All Grantor's rights (and Grantor hereby assigns Secured Party such
rights) in payments Grantor may receive or be entitled to receive from
the United States of America, or any agency, administration or other
instrumentality thereof in the nature of a Commodity Credit Corporation
Bioenergy Program Payment, whether now existing or hereafter arising;
and
All products and proceeds of, and all other profits, rentals or
receipts, in whatever form, arising from the collection, sale, lease,
exchange, assignment, licensing or other disposition at or realization
upon, any property described above or the proceeds thereof, including,
without limitation, all claims of Grantor against third parties for
loss of, damage to or destruction of, or for proceeds payable under, or
unearned premiums with respect to, policies of insurance with respect
to any property described above or business interruption, and any
condemnation or requisition payments with respect to any property
described above, and any condemnation or requisition payments with
respect to any property described above, in each case whether now
existing or hereafter arising.
The Collateral shall include (i) all substitutions and replacements for and
proceeds of any and all of the foregoing property, and in the case of all
tangible Collateral, all accessions, accessories, attachments, parts, equipment
and repairs now or hereafter attached or affixed to or used in connection with
any such goods, and (ii) all warehouse receipts, bills of lading and other
documents of title now or hereafter covering such goods. All references to "UCC"
in this Security Agreement shall mean the Uniform Commercial Code as adopted in
South Dakota. Grantor acknowledges that the security Interest granted Secured
Party in the Regenerative Thermal Oxidizer is a purchase money security
interest.
OBLIGATIONS SECURED. This security interest secures the payment and
performance of all of the Grantor's Obligations under the Promissory Note
between Grantor and Secured Party (such Promissory Note being dated December 15,
2002). This security interest also secures all extensions, renewals,
modifications and replacements of the above described obligations. Such
obligations are hereinafter collectively referred to as the "Secured
Obligations".
GRANTOR'S REPRESENTATIONS AND WARRANTIES AND FURTHER AGREEMENTS.
Grantor warrants, represents and agrees that:
1. If part of the Collateral now constitutes, or as and when acquired
by Grantor will constitute, inventory or equipment (as those terms are defined
in the uniform Commercial Code as adopted in South Dakota) such collateral is or
will be kept at the offices of Northern Lights Ethanol, LLC, which has a post
office address of Post Office Box 356, 48416 144th Street, Big Xxxxx Xxxx, Xxxxx
Xxxxxx 00000, and will not be removed from such location unless, prior to any
such removal, Grantor has given written notice to the Secured Party of the
location to which the Grantor desires to remove the same, and the Secured Party
has given its written consent to such removal. If the location where Grantor now
or hereafter keeps the Collateral is leased by the Grantor, the Grantor shall at
Secured Party's request, obtain a Landlord's waiver in a form satisfactory to
Secured Party.
2. The Grantor's Internal Revenue Service Taxpayer Identification
Number is 00-0000000, and the Grantor shall use such number as its exclusive
Internal Revenue Service Taxpayer Identification Number until all of its
Obligations under this Agreement are satisfied in full. The Grantor will not
change its name as organized with the State of South Dakota, or reorganize in
any other state, without the Secured Party's prior written consent, which may be
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conditioned upon the Grantor signing amendments to UCC-1s or other documents as
the Secured Party may require.
3. Grantor has or will acquire title to and will at all times keep the
Collateral free of all liens and encumbrances, except the security interest
created hereby and has full power and authority to execute this Security
Agreement, to perform Grantor's obligations hereunder and to subject the
Collateral to the security interest created hereby. Grantor will pay all fees,
assessments, charges or taxes arising with respect to the Collateral. There is
no encumbrance or security interest with respect to all or any part of the
Collateral. All costs of keeping the Collateral free of encumbrances and
security interest prohibited by this Agreement and of removing same if they
should arise shall be the obligation of the Grantor, and such obligation shall
be part of the Secured Obligations.
4. Grantor will at any time or times hereafter execute such financing
statements and other documents and instruments and perform such acts as the
Secured Party may from time to time request to establish, maintain, perfect and
enforce a valid security interest in the Collateral, and will pay all costs of
filing and recording. Grantor irrevocably authorizes the Secured Party at any
time and from time to time to file in any Uniform Commercial Code jurisdiction
any initial financing statements and amendments thereto that (a) indicate the
Collateral as Lender deems proper, and (b) contain any other information
required by Article 9 of the Uniform Commercial Code of the State of South
Dakota for the sufficiency or filing office acceptance of any financing
statement or amendment, including (i) whether the Grantor is an organization,
the type of organization and any organization identification number issued to
the Grantor and, (ii) in the case of a financing statement, filed as a fixture
filing or indicating Collateral as as-extracted collateral or timber to be cut,
a sufficient description of real property to which the Collateral relates. The
Grantor agrees to furnish any such information to the Secured Party promptly. In
the event the Grantor owns any right in a commercial tort claim (as defined by
the UCC), Grantor shall so inform Secured Party and will sign any additional
documentation granting Secured Party a security interest therein as Secured
Party may require.
5. Grantor will keep all tangible Collateral and all, lands, plants,
buildings and other property now or hereafter owned or used in, connection with
its business in good condition, normal depreciation excepted, and insured
against loss or damage by fire (including so-called extended coverage), theft,
physical damage, and against such other risks, including without limitation
public liability, in such amounts, with such insurers and upon such terms as
Secured Party may reasonably require. Grantor will include Secured Party as an
additional insured and obtain loss payable endorsements on applicable insurance
policies in favor of Grantor and Secured Party as their interests may appear and
at Secured Party's request will deposit the insurance policies with Secured
Party. Grantor shall cause each Insurer to agree, by Policy endorsement or by
issuance of a Certificate of Insurance or by independent instrument furnished to
Secured Party, that such insurer will give 30 days' written notice to Secured
Party before such policy will be altered or canceled. Grantor irrevocably
appoints Secured Party as Grantor's attorney in fact to make claim for, to
negotiate settlement of claims, to receive payment for and to execute and
endorse any documents, checks or other instruments in payment for loss, theft,
or damage under any insurance policy covering the Collateral.
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6. Grantor will promptly notify Secured Party of any loss or material
damage to any Collateral or of any adverse change, known to Grantor, in the
prospect of payment of any sums due on or under any instrument, chattel paper,
account or general intangible constituting Collateral.
7. Upon an Event of Default by Grantor in performance of any of its
obligations hereunder (an "Event of Default"), Secured Party shall have the
authority, but shall not be obligated to: (i) effect such insurance and
necessary repairs and pay the premiums therefor and the costs thereof; (ii) pay
and discharge any fees, assessments, charges, taxes, liens and encumbrances on
the Collateral; and (iii) notify the appropriate governmental authority or other
obligor to remit any bio-energy subsidy or other government entitlement, subsidy
or payment right which constitutes part of the Collateral and to remit such
amounts directly to Secured Party or Secured Party's order. All sums so advanced
or paid by the Secured Party shall be payable by Grantor on demand with interest
at the highest rate then charged on the Secured Obligations (but not exceeding
the maximum rate allowed by law) and shall be a part of the Secured Obligations.
8. Grantor will not assign, sell, lease or otherwise dispose of the
Collateral other than in the ordinary course of its business at prices
constituting the then fair market value thereof.
9. The Secured Party shall have the authority (whether or not an Event
of Default has occurred) but shall not be obligated to: (a) notify any or all
account debtors and obligors on instruments constituting Collateral of the
existence of the Secured Party's security interest and if an Event of Default
has occurred to pay or remit all sums due or to become due directly to the
Secured Party or its nominee; (b) place on any chattel paper received as
proceeds or otherwise constituting Collateral, a notation or legend showing the
Secured Party's security interest; (c) if an Event of Default has occurred, in
the name of the Grantor or otherwise; to demand, collect, receive and receipt
for, compound, compromise, settle, prosecute and discontinue any suits or
proceedings in respect of any or all of the Collateral; (d) if an Event of
Default has occurred, take any action which the Secured Party may deem necessary
or desirable in order to realize on the Collateral, including, without
limitation, the power to perform any contract, to indorse in the name of Grantor
any checks, drafts, notes or other instruments or documents received in payment
of or on account of the Collateral; (e) to place upon Grantor's books and
records relating to the accounts and general intangibles covered by the security
interest granted hereby a notation or legend stating that such account or
general intangible is subject to a security interest held by the Secured Party;
and (f) after any Event of Default, to enter upon the properties of Grantor,
including lands, plants, buildings, machinery, equipment and other property as
may be necessary or appropriate in the judgment of the Secured Party to permit
or enable the Secured Party to repossess and sell or otherwise dispose of the
Collateral.
10. Grantor will, if an Event of Default has occurred and upon receipt
of request from Secured Party, notify all account debtors and other obligors of
the existence of the Secured Party's security interest and direct such account
debtors and other obligors to pay or remit all sums due or to become due
directly to the Secured Party or its nominee. Grantor will hold all of the
proceeds of any collections and all returned and repossessed goods thereafter
received by
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Grantor in trust for the Secured Party, and will not commingle the same with any
other funds or property of the Grantor, and will deliver the same forthwith to
the Secured Party at its request.
11. Grantor will keep accurate books, records and accounts with respect
to the Collateral, and with respect to the general business of Grantor, and will
make the same available to the Secured Party at its request for examination and
inspection; and will make and render to the Secured Party such reports,
accountings and statements as the Secured Party from time to time may request
with respect to the Collateral; and will permit any authorized representative of
the Secured Party to examine and inspect during normal business hours, any and
all premises where the Collateral is or may be kept or located.
12. The occurrence of any of the events identified as a "Default" or
"Event of Default" under the Loan Agreement or the Promissory Note will
constitute an Event of Default hereunder. Grantor further acknowledges that an
Event of Default under this Security Agreements constitutes an Event of Default
under the Loan Agreement.
13. Whenever an Event of Default shall exist, the Secured Party may, at
its option and without demand or notice, except to the extent notice is required
under the Promissory Note, declare all or any part of the Secured Obligations
immediately due and payable, and the Secured Party may exercise, in addition to
the rights and remedies granted hereby, all rights and remedies of a secured
party under the Uniform Commercial Code or any other applicable law. The Secured
Party shall be entitled to recover its attorneys' fees, service tax thereon, and
all costs incurred by such attorneys, to the extent permitted by law.
14. Grantor agrees, if an Event of Default occurs, to make the
Collateral available to the Secured Party at a place or places to be designated
by the Secured Party, which is reasonably convenient to both parties, and to pay
all costs of the Secured Party, including reasonable attorneys' fees, service
tax thereon, and all costs incurred by such attorneys, in the collection of any
of the Secured Obligations and the enforcement of any of the Secured Party's
rights. If any notification of intended disposition of any of the Collateral is
required by law, such notification shall be deemed properly given if mailed a
reasonable time before such disposition, postage prepaid, addressed to the
Grantor at the address shown above. Secured Party's duty of care with respect to
Collateral in its possession shall be deemed fulfilled if Secured Party
exercises reasonable care in physically safekeeping such Collateral or, in the
case of Collateral in the custody or possession of a bailee or other third
person, exercises reasonable care in the selection of the bailee or other third
person, and Secured Party need not otherwise preserve, protect, insure or care
for any Collateral. Secured Party shall not be obligated to preserve any rights
Grantor may have against prior parties, to realize on the Collateral at all or
in any particular manner or order, or to apply any cash proceeds of Collateral
in any particular order of application. No delay or failure by the Secured Party
in the exercise of any right or remedy shall constitute a Waiver thereof, and no
single or partial exercise by the Secured Party of any right or remedy shall
preclude other or further exercise thereof or the exercise of any other right or
remedy.
15. This Agreement is governed by the laws of the State of South
Dakota, without regard to its conflicts or choice of law provisions.
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16. In consideration of Secured Party's agreement to extend the loan
which is part of the Secured Obligations, the Grantor shall pay the Secured
Party, from funds other than proceeds of such loan, at or prior to the closing
of such loan, a Origination Fee in the sum of Four Thousand Dollars ($4,000.00).
17. Whether or not the transactions contemplated hereby are
consummated, the Grantor agrees to reimburse the Secured Party upon demand for
all reasonable out-of-pocket expenses paid or incurred by the Secured Party
(including filing and recording costs and fees and expenses of legal counsel to
the Secured Party) in connection with the negotiation, preparation, approval,
review, execution, delivery, amendment, modification, interpretation, collection
and enforcement of this Security Agreement, the Note and any intercreditor
agreement between Participants and Secured Party related to the Prior Loan which
helped facilitate the loan which constitutes part of the Secured Obligations
hereunder. The obligations of the Grantor under this Section shall survive any
termination of this Agreement
Dated as of the 15th day of December, 2002.
GRANTOR:
NORTHERN LIGHTS ETHANOL, LLC
By /s/ Xxxxxx Xxxxxxxx
----------------------------------
Print Name: Xxxxxx Xxxxxxxx
Its: Chairman of the Board
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PROMISSORY NOTE
(Single Advance - Single Payment - Variable Rate)
Sioux Falls, South Dakota
$500,000.00
December 15, 2002
FOR VALUE RECEIVED, NORTHERN LIGHTS ETHANOL, LLC, a South Dakota
limited liability company ("Borrower"), hereby promises to pay to the order of
U.S. BANK NATIONAL ASSOCIATION, a national banking association ("Lender", which
term shall include any future holder hereof), at 141 N. Main Avenue, Sioux
Falls, South Dakota, or at such other place as Lender may from time-to-time
designate in writing, in lawful money of the United States of America, the
principal sum of Five Hundred Thousand Dollars ($500,000.00) or so much thereof
as may be advanced hereunder, including all amounts due or incurred by Borrower
in accordance with the terms of the Security Agreement between the Lender and
Borrower dated December 15, 2002, as subsequently amended from time-to-time (the
"Security Agreement").
CALCULATION AND PAYMENT OF PRINCIPAL AND INTEREST. Borrower also agrees
to pay to the order of Lender interest at an annual rate equal to one percent
(1%) plus the prime rate announced by Lender from time-to-time (the "Index").
The interest rate will be adjusted each time that the Index changes. Lender will
strive to inform Borrower of each change in the Index, but each adjustment in
the Index is effective whether or not Lender informs Borrower of such change.
Lender and Borrower agree that the Index applicable on the date of this Note
shall be Four and One Quarter percent (4.25%), producing an original effective
interest rate hereunder of Five and One Quarter percent (5.25%). Interest shall
be calculated on a 365/360 simple basis; that is, by applying the ratio of the
annual interest rate over a year of 360 days, multiplied by the outstanding
principal balance, multiplied by the actual number of days the principal balance
is outstanding.
PAYMENT IN FULL AT MATURITY. The total unpaid principal amount and all
accrued interest thereon shall be payable on May 1, 2003 (the "Maturity Date").
As long as there is no Event of Default hereunder, no payment of any interest or
principal shall be due hereunder until the Maturity Date. THIS NOTE REQUIRES A
BALLOON PAYMENT.
PAYMENTS. All payments under this Note shall be made in immediately
available funds. In the event there is no outstanding Event of Default, all
payments made hereunder shall be credited first to accrued interest, next to
unpaid principal, and next, in such order as the Lender may determined in its
sole and absolute discretion, to other fees, charges, or costs and expenses
payable by Borrower under this Note or in connection with the Security
Agreement, Intercreditor Agreement or any other documents evidencing the loan
contemplated by this Note.
PRECONDITIONS TO LENDER'S OBLIGATIONS TO ADVANCE SUMS HEREUNDER. The
obligation of Lender to make any advance under this Note is subject to (i)
all conditions precedent to the Lender's obligation to make any Advance under
and as defined in the Loan Agreement (and all Loan Documents as defined
therein), such preconditions being incorporated herein by this reference hereto;
(ii) there being no outstanding Event of Default; (iii) adequate proof of
Borrower's receipt of title to all equipment constituting the Collateral, and
proof of right to payment of all governmental subsidies, payments or
entitlements which may constitute part of the Collateral (as defined in the
Security Agreement), free of any third party interest therein except Lender's
interest therein under the Loan Agreement and Loan Documents; and (iv) the
occurrence or non-occurrence of such other events as Lender may specify.
PREPAYMENT; VARIABLE RATE. Borrower may prepay this Note in whole or in
part at any time, and if in part from time to time, during the entire term of
this Note, without penalty or premium. No prepayment shall suspend any required
payments of either principal or interest on this Note or reduce the amount of
any scheduled payment.
COLLATERAL. This Note is secured by a Security Agreement, and is
subject to the additional terms and conditions set forth in the Security
Agreement.
DEFAULT RATE OF INTEREST; LATE CHARGES. After an Event of Default, as
defined in the Security Agreement (which includes failure to pay the full amount
due hereunder on the Maturity Date any other default under this Note), the
entire principal sum evidenced by this Note, together with all accrued and
unpaid interest, shall, at the option of the holder hereof, bear interest at the
rate per annum (the "Default Rate") equal to 3% in excess of the rate of
interest per annum which would otherwise be payable hereunder, and become
immediately due and payable without further notice (except as may be provided in
the Security Agreement), demand or presentment for payment, and without any
relief whatever from any valuation or appraisement laws. In the event that any
payment becomes overdue beyond any applicable grace period expressly provided
for herein, a late charge of five percent (5%) of the overdue payment may be
charged by Lender for purpose of defraying the costs and expenses incident to
such delinquency. Notwithstanding anything to the contrary herein, upon the
occurrence of any Event of Default, Lender may, at its option, apply all
payments made under this Note, in the order in which Lender may determine in its
sole and absolute discretion, to principal, interest, and other charges, fees,
costs and expenses payable by Borrower under this Note or in connection with any
other Loan Document. The Default Rate shall also apply in the event this Note is
not timely satisfied in full following the Maturity Date, such Default Rate to
apply commencing the date of such default.
PAYMENT OF OTHER ITEMS. If Borrower defaults under any of the terms of
this Note, Borrower shall pay all reasonable costs and expenses, including
without limitation attorneys' fees (including any service tax thereon) and
costs, incurred by the Lender in enforcing this Note immediately upon the
Lender's demand, whether or not any action or proceeding is commenced by the
Lender. Without limiting the generality of the preceding sentence, such costs
and expenses shall include all attorneys' fees and costs incurred by the Lender
in connection with any federal or state bankruptcy, insolvency, reorganization,
or other similar proceeding by or against Borrower or any surety, guarantor or
endorser of this Note which in any way affects the Lender's exercise of its
rights and remedies under this Note or under the Security Agreement
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or any other Loan Document. Maker hereby stipulates that Lender is a "regulated
lender" within the meaning of SDCL 54-3-13 and other applicable South Dakota
statutes.
NO OFFSET. No indebtedness evidenced by this Note shall be offset by
all or part of any claim, cause of action, or cross-claim of any kind, whether
liquidated or unliquidated, which Borrower now has or may hereafter acquire or
allege to have acquired against the Lender. To the fullest extent permitted by
law, Borrower waives the benefits of any applicable law, regulation, or
procedure which provides, in substance, that where cross demands for money exist
between parties at any point in time when neither demand is barred by the
applicable statute of limitations, and an action is thereafter commenced by one
such party, the other party may assert the defense of payment in that the two
demands are compensated so far as they equal each other, notwithstanding that an
independent action asserting the claim would at the time of filing the response
be barred by the applicable statute of limitations.
CERTAIN BORROWER WAIVERS. Borrower waives presentment, protest and
demand, notice of protest, demand and of dishonor and nonpayment of this Note
and any lack of diligence or delays in collection or enforcement of this Note.
Borrower agrees that this Note, or any payment hereunder, may be extended from
time-to-time, and Borrower consents to the release of any party liable for the
obligation evidenced by this Note, the release of any of the security for this
Note, the acceptance of any other security therefor, or any other indulgence or
forbearance whatsoever, all without notice to any party and without affecting
the liability of Borrower.
APPLICABLE LAW. This note shall be construed under and governed by the
laws of the State of South Dakota, without giving effect to choice or conflict
of laws or principles thereof, but giving effect to federal laws of the United
States applicable to national banks. Whenever possible, each prevision of this
note and any other statement, instrument or transaction contemplated hereby or
relating hereto, shall be interpreted in such manner as to be effective and
valid under such applicable law, but, if any provision of this Note or any other
statement, instrument or transaction contemplated hereby or relating hereto
shall be held to be prohibited or invalid under such applicable law, such
provision shall be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this note or any other statement, instrument or
transaction contemplated hereby or relating hereto.
CERTAIN MISCELLANEOUS PROVISIONS. No modification or waiver by the
Lender of any of the terms of this Note shall be valid or binding on the Lender
unless such modification or waiver is in writing and signed by the Lender.
Without limiting the generality of the preceding sentence, no delay, omission or
forbearance by the Lender in exercising or enforcing any of its rights and
remedies under this Note shall constitute a waiver of such rights or remedies.
The Lender's rights and remedies under this Note are cumulative with and in
addition to all other legal and equitable rights and remedies which the Lender
may have in connection with the Loan. The headings of paragraphs of this Note
are for convenience of the parties only and shall not be used in interpreting
this Note. If this Note is lost, stolen, or destroyed, upon Borrower's receipt
of a reasonably satisfactory indemnification agreement executed by the Lender,
or if this Note is mutilated, upon the Lender's surrender of the mutilated
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Note to Borrower, Borrower shall execute and deliver to Lender a new promissory
note which is identical in form and content to this Note to replace the lost,
stolen, destroyed or mutilated Note. All terms with an initial capital letter
which are used but not specifically defined in this Note shall have the
respective meanings given to such terms in the Security Agreement. Time is of
the essence in the performance of each provision of this Note by Borrower. This
Note is non-revolving.
AT THE OPTION OF LENDER, THIS NOTE MAY BE ENFORCED IN ANY FEDERAL COURT
OR SOUTH DAKOTA STATE COURT SITTING IN SIOUX FALLS, SOUTH DAKOTA; AND BORROWER
CONSENTS TO THE JURISDICTION AND VENUE OF ANY SUCH COURT AND WAIVES ANY ARGUMENT
THAT VENUE IN SUCH FORUMS IS NOT CONVENIENT. IN THE EVENT BORROWER COMMENCES ANY
ACTION IN ANOTHER JURISDICTION OR VENUE UNDER ANY TORT OR CONTRACT THEORY
ARISING DIRECTLY OR INDIRECTLY FROM THE RELATIONSHIP CREATED BY THIS NOTE,
LENDER AT ITS OPTION SHALL BE ENTITLED TO HAVE THE CASE TRANSFERRED TO ONE OF
THE JURISDICTIONS AND VENUES ABOVE-DESCRIBED, OR IF SUCH TRANSFER CANNOT BE
ACCOMPLISHED UNDER APPLICABLE LAW, TO HAVE SUCH CASE DISMISSED WITHOUT
PREJUDICE.
IN WITNESS WHEREOF, Borrower has executed this Note as of the date
first above written.
NORTHERN LIGHTS ETHANOL, LLC
By: /s/ Xxxxxx Xxxxxxxx
-----------------------------------
Print Name: Xxxxxx Xxxxxxxx
Its: Chairman of the Board
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