Construction Note
Note Date: September 25, 2000 $26,600,000.00
Maturity Date: September 1, 2011
FOR VALUE RECEIVED, DAKOTA ETHANOL, L.L.C., a South Dakota limited liability
company ("BORROWER") promises to pay to the order of First National Bank of
Omaha ("BANK"), at its principal office or such other address as BANK or holder
may designate from time to time, the principal sum of Twenty Six Million Six
Hundred Thousand and No/100 Dollars ($26,600,000.00), or the amount shown on the
BANK's records to be outstanding, plus interest (calculated on the basis of
actual days elapsed in a 360-day year) accruing each day on the unpaid principal
balance at the annual interest rates defined below. Absent manifest error, the
BANK's records shall be conclusive evidence of the principal and accrued
interest owing hereunder.
This promissory note is executed pursuant to a Construction Loan Agreement
("CONSTRUCTION LOAN AGREEMENT") between BORROWER and BANK dated as of September
25, 2000. All capitalized terms not otherwise defined in this note shall have
the meanings provided in the CONSTRUCTION LOAN AGREEMENT.
INTEREST ACCRUAL. Interest on the principal amount outstanding shall accrue, for
the period through and including the COMPLETION DATE, at a rate (the "RATE")
equal to the BASE RATE in effect from time to time until maturity, and three per
cent (3%) above the BASE RATE in effect from time to time after maturity,
whether by acceleration or otherwise. For purposes hereof, BASE RATE shall mean
the rate announced by BANK from time to time as its "National Base Rate."
Each time the BASE RATE shall change, the RATE shall change contemporaneously
with such change in the BASE RATE. Interest shall be calculated on the basis of
a 360-day year, counting the actual number of days elapsed.
Following the COMPLETION DATE, interest on the CONSTRUCTION LOAN shall accrue at
a rate of nine (9%) percent per annum prior to maturity, and twelve (12%)
percent per annum after maturity, whether by acceleration or otherwise.
REPAYMENT TERMS. Until COMPLETION DATE, interest only shall be payable on the
1St day of each calendar quarter, commencing September 1, 2000. After COMPLETION
DATE, XXXXXXXX will pay forty equal quarterly payments of amortized interest and
principal, commencing November 1, 2001, with the full amount of the CONSTRUCTION
LOAN outstanding on COMPLETION DATE being amortized over a period of ten years.
Any remaining principal balance, plus any accrued but unpaid interest, shall be
fully due and payable on September 1, 2011.
PREPAYMENT. The BORROWER may prepay this CONSTRUCTION NOTE in full or in part at
any time. Provided, however, a condition of any prepayment is that a fee shall
be paid to BANK sufficient to make BANK whole for any expenses related to
breaking fixed interest rates. Each prepayment may be applied in inverse order
of maturity or as the BANK in its sole discretion may
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deem appropriate. Such prepayment shall not excuse the BORROWER from making
subsequent payments each quarter until the indebtedness is paid in full.
ADDITIONAL TERMS AND CONDITIONS. The LOAN AGREEMENT, and any amendments or
substitutions, contains additional terms and conditions, including default and
acceleration provisions, which are incorporated into this CONSTRUCTION NOTE by
reference. The BORROWER agrees to pay all costs of collection, including
reasonable attorneys fees and legal expenses incurred by the BANK if this
CONSTRUCTION NOTE is not paid as provided above. This CONSTRUCTION NOTE shall be
governed by the substantive laws of the State of Nebraska.
WAIVER OF PRESENTMENT AND NOTICE OF DISHONOR. BORROWER and any other person who
signs, guarantees or endorses this CONSTRUCTION NOTE, to the extent allowed by
law, hereby waives presentment, demand for payment, notice of dishonor, protest,
and any notice relating to the acceleration of the maturity of this CONSTRUCTION
NOTE.
___________________________ DAKOTA ETHANOL, L.L.C.
By /s/ Xxxx Xxx Xxxx
Its: Chairman
STATE OF SOUTH DAKOTA )
) ss.
COUNTY OF MINNEHARA )
On this 25th day of September, 2000, before me, the undersigned, a
Notary Public, personally appeared Xxxx Xxx Xxxx, the Chairman of the Board of
Governors, Dakota Ethanol, L.L.C., on behalf of said entity, who executed the
foregoing instrument, and acknowledged that he executed the same as his
voluntary act and deed.
___________________________ /s/ Xxxxx X. Xxxxxxxxxx
Notary Public
