REVOLVING CREDIT PROMISSORY NOTE
Exhibit 10.2
COBANK
Loan No. 00031748S01
THIS REVOLVING CREDIT 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 June 23, 2019 between FARM CREDIT SERVICES
OF AMERICA, PCA, 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.
SECTION 1. REVOLVING CREDIT 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 $4,000,000.00, at any one time outstanding (the "Commitment"). Within the limits of the Commitment, the Borrower may borrow, repay and re-borrow.
SECTION 2. PURPOSE. The purpose of the Commitment is to
finance the operating needs of the Borrower.
SECTION 3. TERM. The term of the Commitment will be from the
date hereof, up to and including January 1, 2020, or such later date as Agent may, in its sole discretion, authorize in writing (the "Term Expiration Date"). Notwithstanding the foregoing, the Commitment will
be renewed for an additional year only if, on or before the Term Expiration Date, Agent provides to the Borrower a written notice of renewal for an additional year (a "Renewal Notice"). If on or before the
Term Expiration Date, Lender grants a short-term extension of the Commitment, the Commitment will be renewed for an additional year only if Agent provides to the Borrower a Renewal Notice on or before such extended expiration date. All annual
renewals will be measured from, and effective as of, the same day as the Term Expiration Date in any year.
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 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.
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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").
SECTION 6. PROMISSORY NOTE. The Borrower promises to repay the unpaid principal
balance of the loans on the Term Expiration Date, as the term may be extended from time to time.
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 7. 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 8. FEES.
(A) Loan Origination Fee. In consideration of the
Commitment, the Borrower agrees to pay to Agent on the execution hereof a loan origination fee in the amount of $10,000.00.
(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 0.250% 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 9. LETTERS OF CREDIT. INTENTIONALLY OMITTED.
SIGNATURE PAGE FOLLOWS
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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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By:
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/s/ Xxxxxxx X. Xxxxxxxxxx
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Name:
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Xxxxxxx X. Xxxxxxxxxx
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Title:
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President/CEO
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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/ Xxx Xxxxxx
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Name:
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Xxx Xxxxxx
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Title:
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Vice President
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