SECOND SUPPLEMENT TO MASTER LOAN AGREEMENT (TERM REVOLVING LOAN)
Exhibit 10.32
THIS SECOND SUPPLEMENT TO MASTER LOAN AGREEMENT (this “Second Supplement”) is made and entered
into as of November 30, 2007, by and between HOME FEDERAL SAVINGS BANK (“Lender”) and HOMELAND
ENERGY SOLUTIONS, LLC, an Iowa limited liability company (“Borrower”), and supplements and
incorporates all of the provisions of that certain Master Loan Agreement, of even date herewith,
between Lender and Borrower (as the same may be amended, modified, supplemented, extended or
restated from time to time, the “MLA”).
1. Definitions. As used in this Second Supplement, the following terms shall have the
following meanings. Capitalized terms used and not otherwise defined in this Second Supplement
shall have the meanings attributed to such terms in the MLA. Terms not defined in either this
Second Supplement or the MLA shall have the meanings attributed to such terms in the Uniform
Commercial Code, as enacted in the State of Minnesota, as amended from time to time.
“Availability Date” shall have the meaning specified in Section 6 of this Second
Supplement.
“Maximum Rate” shall have the meaning specified in Section 12 of this Second
Supplement.
“Monthly Payment Date” means the first (1st) day of each calendar month.
“Outstanding Credit” means, at any time of determination, the aggregate amount of
Advances then outstanding.
“Outstanding Revolving Advance” means the total Outstanding Credit under this Second
Supplement and the Term Revolving Note.
“Request for Advance” shall have the meaning specified in Section 7(a) of this
Second Supplement.
“Revolving Advance” means an Advance under this Second Supplement and the Revolving
Note.
“Term Revolving Note” means that certain promissory note to be executed and
delivered to Lender by Borrower on the Conversion Date pursuant to the terms and conditions
provided for in this Second Supplement and the MLA.
“Term Revolving Loan Commitment” shall have the meaning specified in Section 3 of
this Second Supplement.
“Term Revolving Loan Termination Date” shall have the meaning specified in Section 3
of this Second Supplement.
2. Conversion of Construction Loan into Term Revolving Loan. Pursuant to the terms
and conditions contained in the MLA and this Second Supplement, on the Conversion Date a portion of
the Construction Loan shall be converted into a Term Revolving Loan to be used for cash and
inventory management purposes.
(a) Conditions Precedent. In addition to the terms and conditions set forth in the
MLA, this Second Supplement and as incorporated from the Disbursing Agreement, Lender shall not be
obligated to convert any part of the Construction Loan into a Term Revolving Loan unless and until:
(i) Amount of Term Revolving Loan. The maximum amount of the Construction Loan that
is converted into a Term Revolving Loan shall be $20,000,000.00;
(ii) Completion Certificate. The Lender shall have received a Completion Certificate
in a form and substance satisfactory to Lender in its sole discretion;
(iii) No Defaults. There shall have been no Events of Default under the MLA or any of
the Loan Documents prior to the Conversion Date;
(iv) Representations and Warranties. The representations and warranties contained in
the MLA and this Second Supplement are correct in all material respects on and as of the Conversion
Date, except to the extent that they relate solely to an earlier date; and
(v) Marketing Agreements. The Borrower has executed marketing agreements for all
ethanol and DDGS to be produced at the Project and provided Lender with collateral assignments of
all such agreements in form and content which is satisfactory to Lender and its counsel and
acknowledged by the non-Borrower party to all such agreements.
3. Term Revolving Loan Commitment. Lender agrees, on the terms and conditions set
forth in the MLA and this Second Supplement, to convert $20,000,000.00 of the Construction Loan
into a Term Revolving Loan on the Conversion Date, and to make one or more advances to Borrower,
during the period beginning on the Conversion Date and ending on the Business Day immediately
preceding the Maturity Date (as hereinafter defined in this Section 3) (the “Term Revolving Loan
Termination Date”), in an aggregate principal amount outstanding at any one time not to exceed
$20,000,000.00 (the “Term Revolving Loan Commitment”). The Term Revolving Loan Commitment shall
expire at 12:00 noon Central time on the Maturity Date. Under the Term Revolving Loan Commitment
amounts borrowed and repaid or prepaid may be reborrowed at any time prior to and including the
Term Revolving Loan Termination Date provided, however, that at no time shall the sum of the
Outstanding Revolving Advances exceed $20,000,000.00.
4. Purpose. Advances under the Term Revolving Loan may be used for Project Costs and
cash and inventory management purposes of Borrower and its subsidiaries, including closing costs
and fees associated with the Term Revolving Loan. The Borrower agrees that the proceeds of the
Term Revolving Loan are to be used only for the purposes set forth in this Section 4.
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5. Repayment of the Term Revolving Loan. The Borrower will pay interest on the Term
Revolving Loan on the first (1st) day of each month, commencing on the first
(1st) Monthly Payment Date following the date on which the first Advance is made on the
Term Revolving Loan, and continuing on each Monthly Payment Date thereafter until the Maturity
Date. On the Maturity Date, the amount of the then unpaid principal balance of the Term Revolving
Loan and all other amounts due and owing hereunder or under any other Loan Document relating to the
Term Revolving Loan shall be due and payable in full. If any payment date is not a Business Day,
then the principal and interest installment then due shall be paid on the next Business Day and
shall continue to accrue interest until paid.
6. Availability. Subject to the provisions of the MLA and this Second Supplement,
during the period commencing on the date on which all conditions precedent to the initial Advance
under the Term Revolving Loan are satisfied (the “Availability Date”) and ending on the Term
Revolving Loan Termination Date, Advances under the Term Revolving Loan will be made as provided in
this Second Supplement.
7. Making the Advances.
(a) Revolving Advances. Each Revolving Advance shall be made, on notice from Borrower
(a “Request for Advance”) to Lender delivered before 12:00 Noon (Minneapolis, Minnesota time) on a
Business Day which is at least three (3) Business Days prior to the date of such Revolving Advance
specifying the amount of such Revolving Advance, provided that, no Revolving Advance shall be made
while an Event of Default exists or if the interest rate for such LIBOR Rate loan would exceed the
Maximum Rate. Any Request for Advance applicable to a Revolving Advance received after 12:00 Noon
(Minneapolis, Minnesota time) shall be deemed to have been received and be effective on the next
Business Day. The amount so requested from Lender shall, subject to the terms and conditions of
this Second Supplement, be made available to Borrower by: (i) depositing the same, in same day
funds, in an account of Borrower; or (ii) wire transferring such funds to a Person or Persons
designated by Borrower in writing.
(b) Requests for Advances Irrevocable. Each Request for Advance shall be irrevocable
and binding on Borrower and Borrower shall indemnify Lender against any loss or expense it may
incur as a result of any failure to borrow any Advance after a Request for Advance (including any
failure resulting from the failure to fulfill on or before the date specified for such Advance the
applicable conditions set forth in this Section 7), including, without limitation, any loss
(including loss of anticipated profits) or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by Lender to fund such Advance when such Advance,
as a result of such failure, is not made on such date.
(c) Minimum Amounts. Each Revolving Advance shall be in a minimum amount equal to
$50,000.00.
(d) Conditions Precedent to All Advances. Lender’s obligation to make each Advance
under the Term Revolving Note shall be subject to the terms, conditions and covenants set forth in
the MLA and this Second Supplement, including, without limitation, the following further conditions
precedent:
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(i) Representations and Warranties. The representations and warranties set forth in
the MLA and this Second Supplement are true and correct in all material respects as of the date of
the request for any Advance, except as disclosed in writing to Lender, to the same extent and with
the same effect as if made at and as of the date thereof except to the extent that they relate
solely to an earlier date;
(ii) No Defaults. The Borrower is not in default under the terms of the MLA, this
Second Supplement, the Related Documents or any other Material Contracts to which Borrower is a
party and which relates to the construction of the Project or the operation of Borrower’s business;
and
(iii) Government Action. No license, permit, permission or authority necessary for
the construction or operation of the Project has been revoked or challenged by or before any
Governmental Authority.
8. Interest Rate. Subject to the provisions of Sections 2.07 and 2.08 of the MLA and
Sections 9 and 12 of this Second Supplement, the Term Revolving Loan shall bear interest at a rate
equal to the LIBOR Rate plus 325 basis points. The computation of interest, amortization, maturity
and other terms and conditions of the Term Revolving Loan shall be as provided in the Term
Revolving Note, provided, however, in no event shall the applicable rate exceed the Maximum Rate.
9. Default Interest. In addition to the rights and remedies set forth in the MLA:
(i) if Borrower fails to make any payment to Lender when due, then at Lender’s option in each
instance, such obligation or payment shall bear interest from the date due to the date paid at 2%
per annum in excess of the rate of interest that would otherwise be applicable to such obligation
or payment; (ii) upon the occurrence and during the continuance of an Event of Default beyond any
applicable cure period, if any, at Lender’s option in each instance, the unpaid balances of the
Term Revolving Loan shall bear interest from the date of the Event of Default or such later date as
Lender shall elect at 2% per annum in excess of the rate(s) of interest that would otherwise be in
effect on the Term Revolving Loan under the terms of the Term Revolving Note; (iii) after the
maturity of the Term Revolving Loan, whether by reason of acceleration or otherwise, the unpaid
principal balance of the Term Revolving Loan (including without limitation, principal, interest,
fees and expenses) shall automatically bear interest at 2% per annum in excess of the rate of
interest that would otherwise be in effect on the Term Revolving Loan under the terms of the Term
Revolving Note. Interest payable at the Default Rate shall be payable from time to time on demand
or, if not sooner demanded, on the last day of each calendar month.
10. Late Charge. If any payment of principal or interest due under this Second
Supplement or the Term Revolving Note is not paid within ten (10) days of the due date thereof,
Borrower shall, in addition to such amount, pay a late charge equal to five percent (5%) of the
amount of such payment.
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11. Changes in Law Rendering Certain LIBOR Rate Loans Unlawful. In the event that any
change in any applicable law (including the adoption of any new applicable law) or any change in
the interpretation of any applicable law by any judicial, governmental or other
regulatory body charged with the interpretation, implementation or administration thereof, should
make it (or in the good-faith judgment of Lender should raise a substantial question as to whether
it is) unlawful for Lender to make, maintain or fund LIBOR Rate loans, then: (a) Lender shall
promptly notify each of the other parties hereto; and (b) the obligation of Lender to make LIBOR
Rate loans of such type shall, upon the effectiveness of such event, be suspended for the duration
of such unlawfulness. During the period of any suspension, Lender shall make loans to Borrower
that are deemed lawful and that as closely as possible reflect the terms of the MLA.
12. Maximum Amount Limitation. Anything in the MLA, this Second Supplement, or the
other Loan Documents to the contrary notwithstanding, Borrower shall not be required to pay
unearned interest on the Term Revolving Note or any of the Loan Obligations, or ever be required to
pay interest on the Term Revolving Note or any of the Loan Obligations at a rate in excess of the
Maximum Rate, if any. If the effective rate of interest which would otherwise be payable under the
MLA, this Second Supplement, the Term Revolving Note, or any of the other Loan Documents would
exceed the Maximum Rate, if any, then the rate of interest which would otherwise be contracted for,
charged, or received under the MLA, this Second Supplement, the Term Revolving Note, or any of the
other Loan Documents shall be reduced to the Maximum Rate, if any. If any unearned interest or
discount or property that is deemed to constitute interest (including, without limitation, to the
extent that any of the fees payable by Borrower for the Loan Obligations to Lender under the MLA,
this Second Supplement, the Term Revolving Note, or any of the other Loan Documents are deemed to
constitute interest) is contracted for, charged, or received in excess of the Maximum Rate, if any,
then such interest in excess of the Maximum Rate shall be deemed a mistake and canceled, shall not
be collected or collectible, and if paid nonetheless, shall, at the option of the holder of the
Term Revolving Note, be either refunded to Borrower, or credited on the principal of the Term
Revolving Note. It is further agreed that, without limitation of the foregoing and to the extent
permitted by applicable law, all calculations of the rate of interest or discount contracted for,
charged or received by Lender under the Term Revolving Note, or under any of the Loan Documents,
that are made for the purpose of determining whether such rate exceeds the Maximum Rate applicable
to Lender, if any, shall be made, to the extent permitted by applicable laws (now or hereafter
enacted), by amortizing, prorating and spreading during the period of the full terms of the
Advances evidenced by the Term Revolving Note, and any renewals thereof all interest at any time
contracted for, charged or received by Lender in connection therewith.
13. Security. The Borrower’s obligations hereunder and, to the extent related
thereto, the MLA, shall be secured as provided in the MLA and the other Loan Documents.
{SIGNATURE PAGE TO FOLLOW}
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SIGNATURE PAGE FOR
SECOND SUPPLEMENT
TO MASTER LOAN AGREEMENT
(TERM REVOLVING LOAN)
BY AND BETWEEN
HOMELAND ENERGY SOLUTIONS, LLC
AND
HOME FEDERAL SAVINGS BANK
DATED: November 30, 2007
SECOND SUPPLEMENT
TO MASTER LOAN AGREEMENT
(TERM REVOLVING LOAN)
BY AND BETWEEN
HOMELAND ENERGY SOLUTIONS, LLC
AND
HOME FEDERAL SAVINGS BANK
DATED: November 30, 2007
IN WITNESS WHEREOF, the parties have caused this Second Supplement to the Master Loan
Agreement to be executed by their duly authorized officers as of the date shown above.
| BORROWER: HOMELAND ENERGY SOLUTIONS, LLC, an Iowa limited liability company |
||||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxx | |||
| Title: | President | |||
| LENDER: HOME FEDERAL SAVINGS BANK, a federally chartered stock savings bank organized under the laws of the United States |
||||
| By: | /s/ Xxxx Xxxxxxxx | |||
| Xxxx Xxxxxxxx | ||||
| Its: Vice President | ||||
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