AMENDED AND RESTATED REVOLVING TERM PROMISSORY NOTE
Exhibit 10.2
Loan No. 00031748T02-D
AMENDED AND RESTATED REVOLVING TERM PROMISSORY NOTE
THIS AMENDED AND RESTATED REVOLVING TERM PROMISSORY NOTE (this “Promissory Note”) to the Credit Agreement dated July
3, 2017 (such agreement, as may be amended, hereinafter referred to as the “Credit Agreement”), is entered into as of May 29, 2020 between FARM CREDIT SERVICES OF AMERICA, FLCA,
a federally-chartered instrumentality of the United States (“Lender”) and LINCOLNWAY ENERGY, LLC, Nevada, Iowa, a limited
liability company (together with its permitted successors and assigns, the “Borrower”). Capitalized terms not otherwise defined in this Promissory Note will have the meanings set forth in the Credit Agreement.
RECITALS
(A) This Promissory Note amends, restates, replaces and supersedes, but does not constitute payment of the indebtedness evidenced by, the promissory
note set forth in the Amended and Restated Revolving Term Promissory Note numbered 00031748T02-C, dated as of December 28, 2018, between Lender and the Borrower (the “Existing Promissory Note”).
SECTION 1. REVOLVING TERM COMMITMENT. On the terms and conditions set forth in the Credit Agreement and this
Promissory Note, Lender agrees to make loans to the Borrower during the period set forth below in an aggregate principal amount not to exceed the Maximum Commitment Amount (as set forth below) at any one time outstanding (the “Commitment”). The “Maximum Commitment Amount” will be $25,000,000.00 initially and will reduce during the term of the Commitment in accordance with the table below. Within
the limits of the Commitment, the Borrower may borrow, repay and re-borrow.
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Maximum Commitment
Amount
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From
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Up to and Including
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$20,000,000.00
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October 20, 2021
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October 19, 2022
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$15,000,000.00
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October 20, 2022
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October 19, 2023
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$10,000,000.00
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October 20, 2023
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October 1, 2024
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SECTION 2. PURPOSE. The purpose of the Commitment is to finance construction projects and provide working capital to
the Borrower.
SECTION 3. TERM. The term of the Commitment will be from the date hereof, up to and including October 1, 2024, or such
later date as Agent may, in its sole discretion, authorize in writing (the “Term Expiration Date”).
SECTION 4. LIMITS ON ADVANCES, AVAILABILITY, ETC. The loans will be made available as provided in Article 2 of the
Credit Agreement.
SECTION 5. INTEREST. The Borrower agrees to pay interest on the unpaid balance of the loan(s) in accordance with the
following interest rate option(s):
(A) One-Month LIBOR Index Rate. At a rate (rounded upward to the nearest 1/100th and adjusted for reserves
required on Eurocurrency Liabilities (as hereinafter defined) for banks subject to FRB 1 Regulation D (as hereinafter defined) or required by any other federal law or regulation) per annum equal at all times to 3.750% above the higher of: (1) zero
percent (0.00%); or (2) the rate reported at 11:00 a.m. London time for the offering of one (1)-month U.S. dollars deposits, by Bloomberg Information Services (or any successor or substitute service providing
rate quotations comparable to those currently provided by such service, as determined by Agent from time to time, for the purpose of providing quotations of interest rates applicable to dollar deposits in the London interbank market) on the first
U.S. Banking Day (as hereinafter defined) in each week, with such rate to change weekly on such day. The rate will be reset automatically, without the necessity of notice being provided to Agent, the Borrower, or any other party, on the first U.S.
Banking Day of each succeeding week, and each change in the rate will be applicable to all balances subject to this option. Information about the then-current rate will be made available upon telephonic request. For purposes hereof: (a) “U.S. Banking Day” means a day on which Agent is open for business and banks are open for business in New York, New York; (b) “Eurocurrency Liabilities” will have the meaning
as set forth in “FRB Regulation D”; and (c) “FRB Regulation D” means Regulation D as promulgated by the Board of Governors of the Federal Reserve System, 12 CFR Part 204, as amended.
(B) Quoted Rate. At a fixed rate per annum to be quoted by Agent in its sole discretion in each instance. Under
this option, rates may be fixed on such balances and for such periods, as may be agreeable to Agent in its sole discretion in each instance, provided that: (1) the minimum fixed period will be 365 days; (2) amounts may be fixed in an amount not less
than $500,000.00 or multiples thereof; and (3) the maximum number of fixes in place at any one time will be ten.
(C) LIBOR. At a fixed rate per annum equal to LIBOR (as hereinafter defined), plus 3.750%. Under this option:
(1) rates may be fixed for htterest Periods (as hereinafter defined) of 1, 2, 3, 6, or 12 months, as selected by the Borrower; (2) amounts may be fixed in an amount not less than $500,000.00 or multiples thereof; (3) the maximum number of fixes in
place at any one time will be ten; (4) rates may only be fixed on a Banking Day (as hereinafter defined) on three Banking Days’ prior written notice, and (5) no Interest Period will end later than the maturity date of the Commitment as may be
extended from time to time. For purposes hereof: (a) “LIBOR” means the higher of: (i) zero percent (0.00%); or (ii) the rate (rounded upward to the nearest 1/100th and adjusted for reserves required on
Eurocurrency Liabilities (as hereinafter defined) for banks subject to FRB Regulation D (as hereinafter defined) or required by any other federal law or regulation) reported at 11:00 a.m. London time two Banking Days before the commencement of the
Interest Period for the offering of U.S. dollar deposits in the London interbank market for the Interest Period designated by the Borrower, by Bloomberg Information Services (or any successor or substitute service providing rate quotations comparable
to those currently provided by such service, as determined by Agent from time to time, for the purpose of providing quotations of interest rates applicable to dollar deposits in the London interbank market); (b) “Banking
Day” means a day on which Agent is open for business, dealings in U.S. dollar deposits are being carried out in the London interbank market, and banks are open for business in New York City and London, England; (c) “Interest Period” means a period commencing on the date this option is to take effect and ending on the numerically corresponding day in the next calendar month or the month that is 1, 2, 3, 6, or 12 months thereafter, as the case may
be; provided, however, that: (i) in the event such ending day is not a Banking Day, such period will be extended to the next Banking Day unless such next Banking Day falls in the next calendar month, in which case it will end on the preceding Banking
Day; and (ii) if there is no numerically corresponding day in the month, then such period will end on the last Banking Day in the relevant month; (d) “Eurocurrency Liabilities” will have meaning as set forth in
FRB Regulation D; and (e) “FRB Regulation D” means Regulation D as promulgated by the Board of Governors of the Federal Reserve System, 12 CFR Part 204, as amended.
The Borrower will select the applicable rate option at the time it requests a loan hereunder and may, subject to the limitations set forth above, elect to convert balances bearing interest at the variable rate option
to one of the fixed rate options. If the Borrower fails to elect an interest rate option, interest will accrue at the variable interest rate option. Upon the expiration of any fixed rate period, interest will automatically accrue at the variable rate
option unless the amount fixed is repaid or fixed for an additional period in accordance with the terms hereof. Notwithstanding the foregoing, rates may not be fixed for periods expiring after the maturity date of the loans and rates may not be fixed
in such a manner as to cause the Borrower to have to break any fixed rate balance in order to pay any installment of principal. All elections provided for herein will be made electronically (if applicable), telephonically or in writing and must be
received by Agent not later than 12:00 p.m. Denver, Colorado time in order to be considered to have been received on that day; provided, however, that in the case of LIBOR rate loans, all such elections must be confirmed in writing upon Agent’s
request. Interest will be calculated on the actual number of days each loan is outstanding on the basis of a year consisting of 360 days and will be payable monthly in arrears by the 20th day of the following month or on such other day as Agent will
require in a written notice to the Borrower (“Interest Payment Date”) ; provided, however, in the event the Borrower elects to fix all or a portion of the indebtedness outstanding under the LIBOR interest rate option above, at Agent’s option upon
written notice to the Borrower, interest will be payable at the maturity of the Interest Period and if the LIBOR interest rate fix is for a period longer than three months, interest on that portion of the indebtedness outstanding will be payable
quarterly in arrears on each three-month anniversary of the commencement date of such Interest Period, and at maturity.
SECTION 6. INTEREST REPRICING. The Borrower acknowledges that interest rates available pursuant to Sections 5(A) and
5(C) of the Existing Promissory Note (the “Available Rates”), may not represent the true cost of funds incurred by Lender in connection with making this Commitment (as “Commitment” is defined in the Existing
Promissory note) available to Borrower. In recognition of the foregoing the Agent shall, on the third and sixth anniveraries of December 28, 2018 (“Reset Date”), increase or decrease the Available Rates applicable to this Commitment by the
basis points difference between the Current Cost of Funds and the Closing Date Cost of Funds, which increase or decrease shall remain in effect until the Reset Date or Term Expiration Date. As used herein:
(A) “Closing Date Cost of Funds” means as of December 28, 2018, the difference between (a) the all-in one-month LIBOR Floating Note Rate cost
of funds paid by Lender as indicated by the Farm Credit Funding Corporation and (b) the one-month LIBOR Rate, as of the date hereof.
(B) “Current Cost of Funds” means, as of any Reset Date, the difference, if any, between the all-in one-month LIBOR Floating Note Rate cost of
funds paid by Lender as indicated by the Farm Credit Funding Corporation and the one-month LIBOR Rate as of such date.
(C) “LIBOR Floating Note Rate” means, as of any date, the estimated funding cost, including standard underwriting fees, for new 3-year floating
farm credit debt securities issued into the primary market based on market observations on such date indicated at approximately 9:30 a.m. Eastern time; provided that such indications represent the Farm Credit Funding Corporation’s best estimate of
the cost of new debt issues based on a combination of daily surveys of selected farm credit selling group members (participating bond dealers) and ongoing monitoring of the fixed income markets for actual, recent, primary market issuance by other
government-sponsored enterprises of similar bonds and notes and pricing within related derivative markets, particularly the interest rate swap market. Historical information on such funding costs is available, for the prior week, on the Farm Credit
Funding Corporation’s website (xxxx://xxx.xxxxxxxxxxxxxxxxx.xxx/xxxx live/fundingCostlndex.html) under the “Output” tab of the most recent spreadsheet.
SECTION 7. PROMISSORY NOTE. The Borrower promises to repay on the date of each reduction in the Commitment set forth in
the schedule in Section 1 above, the outstanding principal, if any, that is in excess of the reducing Commitment amount set forth in the aforementioned schedule, followed by a final installment in an amount equal to the remaining unpaid principal
balance of the loans on the Term Expiration Date.
In addition to the above, the Borrower promises to pay interest on the unpaid principal balance of the loans at the times and in accordance with the provisions set forth herein.
SECTION 8. SECURITY. The Borrower’s obligations hereunder and, to the extent related hereto, under the Credit
Agreement, will be secured as provided in Section 2.4 of the Credit Agreement.
SECTION 9. FEES.
(A) Deferral Fee. In consideration of the Commitment, the Borrower agrees to pay to Agent on the execution
hereof, a fee in the amount of $12,500.00.
(B) Commitment Fee. In consideration of the Commitment, the Borrower agrees to pay to Agent a commitment fee on
the average daily unused available portion of the Commitment at the rate of 0.500% per annum (calculated on a 360-day basis), payable monthly in arrears by the 20th day following each month. Such fee will be payable for each month (or portion
thereof) occurring during the original or any extended term of the Commitment.
SECTION 10. LETTERS OF CREDIT. INTENTIONALLY OMITTED.
SECTION 11. LIBOR TERMINATION.
(A) If at any time the generally recognized administrator of interest rates offered for U.S. dollars on the London interbank market (a “LIBOR Rate”) ceases to provide quotations for LIBOR Rates, or if such administrator or any person having authority over such administrator or with respect to LIBOR Rates generally announces that LIBOR Rates will
cease to be provided within a period not exceeding 90 days, or if Agent otherwise determines that LIBOR Rates have been, or are likely within a period not exceeding 90 days to be, discontinued, or that LIBOR Rates do not, or are likely within a
period not exceeding 90 days not to, adequately and fairly reflect the cost to the Agent of making or maintaining loans hereunder, then the Agent may, after consultation with but without the consent of the Borrower, amend this promissory note and any
other Loan Document to (1) replace any interest rate in this promissory note based upon the LIBOR Rate with a replacement benchmark rate deemed appropriate by the Agent in good faith and in its sole discretion, (2) adjust the margins applicable to
the determination of interest rates under this promissory note (whether up or down) as deemed appropriate by Agent in good faith and in its sole discretion to compensate for differences between the LIBOR Rate and such replacement benchmark rate, and
(3) after consultation with but without the consent of the Borrower, effect such other technical, administrative and operational changes to the Loan Documents as Agent in good faith and in its sole discretion deems appropriate to reflect the adoption
and implementation of such replacement rate. Agent shall give the Borrower not less than five days’ notice of any such amendment prior to the effective date thereof.
(B) Notwithstanding the foregoing paragraph (A), if prior to the commencement of any interest period proposed to be subject to a LIBOR Rate, Agent
determines (which determination shall be conclusive and binding absent manifest error) that:
(1) either dollar deposits are not being offered to banks in the London interbank market or that adequate and reasonable means do not exist for ascertaining a LIBOR Rate for such interest
period; or
(2) a LIBOR Rate for such interest period will not adequately and fairly reflect the cost to Agent of making or maintaining the loans for such interest period;
then Agent shall give notice thereof to the Borrower as promptly as practicable thereafter and, until Agent notifies the Borrower that the circumstances giving rise to such notice no longer exist, (a) any request to
convert any loan to, or continue any LIBOR Rate loan at, a LIBOR Rate shall be ineffective, and (b) the Agent shall, after consultation but without the consent of the Borrower, select an alternate rate of interest to apply to any and all balances
upon the expiration of the interest period applicable thereto, which rate of interest shall be commercially reasonable and generally consistent with the then-prevailing market convention, if any, for replacement of a LIBOR Rate in bilateral loan
transactions.
SIGNATURE PAGE FOLLOWS
SIGNATURE PAGE TO PROMISSORY NOTE
IN WITNESS WHEREOF, the parties have caused this Promissory Note to the Credit Agreement to be executed by their duly authorized officer(s).
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By:
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/s/ Xxxx Xxxxxx
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Name:
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Xxxx Xxxxxx
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Title:
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CEO / President
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SIGNATURE PAGE TO PROMISSORY NOTE
IN WITNESS WHEREOF, the parties have caused this Promissory Note to the Credit Agreement to be executed by their duly authorized officer(s).
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FARM CREDIT SERVICES OF AMERICA, PCA
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By:
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/s/ Xxxx Xxxxxx
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Name:
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Xxxx Xxxxxx
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Title:
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Vice President Large Producer Underwriting
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