SOUTHERN IOWA BIOENERGY, LLC 115 S. LINDEN LAMONI, IA 50140 BORROWER'S NAME AND ADDRESS "I" includes each borrower above, jointly and severally. AMERICAN STATE BANK-OSCEOLA P.O. BOX 463 OSCEOLA, IA 50213 LENDER'S NAME AND ADDRESS "You" means the...
SOUTHERN
IOWA BIOENERGY, LLC
000
X. XXXXXX
XXXXXX,
XX 00000
XXXXXXXX'S
NAME AND ADDRESS
"I"
includes each borrower above, jointly and severally.
|
AMERICAN
STATE BANK-OSCEOLA
P.O.
BOX 463
OSCEOLA,
IA 50213
XXXXXX'S
NAME AND ADDRESS
"You"
means the lender, its successors and assigns.
|
Line
of Credit No. 272102
Date
08-16-2007
Max.
Credit Amt. 100,040.00
Loan
Ref. No. 272102
|
You
have
extended to me a line of credit in the
AMOUNT
of
ONE
HUNDRED THOUSAND FORTY AND NO/100 $100,040.00
.
You
will
make loans to me from time to tome until 12:00
P.m. on 02-16-2008
.
Although
the line of credit expires on that date, I will remain obligated to perform
all
my duties under this agreement so long as I owe you any money advanced according
to the terms of this agreement, as evidenced by any note or notes I have signed
promising to repay these amounts.
This
line
of credit is an agreement between you and me. It is not intended that any third
party receive any benefit from this agreement, whether by direct payment,
reliance for future payment or in any other manner. This agreement is not a
letter of credit.
1. |
AMOUNT:
This line of credit is:
|
¨ |
OBLIGATORY:
You may not refuse to make a loan to me under this line of credit
unless
one of the following occurs:
|
a. |
I
have borrowed the maximum amount available to
me;
|
b. |
This
line of credit has
expired;
|
c. |
I
have defaulted on the not (or notes) which show my indebtedness
under this
line of credit;
|
d. |
I
have violated any term of this line of credit or any note or
other
agreement entered into in connection with this line of
credit;
|
e. |
|
. |
x
|
DISCRETIONARY:
You may refuse to make a loan to me under this line of credit once
the
aggregate outstanding advances equal or exceed ZERO
AND NO/100` $0.00.
|
Subject
to the obligatory or discretionary limitations above, this line of credit
is:
x |
OPEN-END
(Business or Agricultural only): I may borrow up to the maximum amount
of
principal more than one time.
|
¨ |
CLOSED-END:
I may borrow up to the maximum only one.
time.
|
2. |
PROMISSORY
NOTE:
I
will repay any advances made according to this line of credit agreement
as
set out in the promissory note, I signed on 08-16-2007 ,
or any note(s) I sign at a later time which represent advances under
this
agreement. The note(s) set(s) out the terms relating to maturity,
interest
rate, repayment and advances. If indicated on the promissory note,
the
advances will be made as follows:
|
AS
NEEDED FOR OPERATING
|
. |
3.
|
RELATED
DOCUMENTS:
I
have signed the following documents in connection with this line
of credit
and note(s) entered into in accordance with this line of
credit:
|
¨ | security agreement dated | ¨ | |||
¨ | mortgage dated | ¨ | |||
¨ | guaranty dated |
¨
|
4. |
REMEDIES:
If
I am in default on the note(s) you may:
|
a. |
take
any action as provided in the related
documents;
|
b. |
without
notice to me, terminate this line of credit.
|
By
selecting any of these remedies you do not give up your right to later use
any
other remedy. By deciding not to use any remedy should I default, you do not
waive your right to later consider the event a default, if it happens again.
5. |
COSTS
AND FEES:
If
you hire an attorney to enforce this agreement I will pay your reasonable
attorney's fees, where permitted by law. I will also pay your court
costs
and costs of collection, where permitted by
law.
|
6. |
COVENANTS:
For as long as this line of credit is in effect or I owe you money
for
advances made in accordance with the line of credit, I will do the
following:
|
a. |
maintain
books and records of my operations relating to the need for this
line of
credit;
|
b. |
permit
you or any of your representatives to inspect and/or copy these
records;
|
c. |
provide
to you any documentation requested by you which support the reason
for
making any advance under this line of
credit;
|
d. |
permit
you to make any advance payable to the seller (or seller and me)
of any
items being purchased with that advance;
|
e. | SEE PROMISSORY NOTE FOR COVENANTS |
.
7. |
NOTICES:
All notices or other correspondence with me should be sent to my
address
stated above. The notice or correspondence shall be effective when
deposited in the mail, first class, or delivered to me in
person.
|
8. |
MISCELLANEOUS:
This line of credit may not be changed except by a written agreement
signed by you and me. The law of the state in which you are located
will
govern this agreement. Any term of this agreement which is contrary
to
applicable law will not be effective, unless the
law permits you and me to agree to such a variation.
|
FOR THE LENDER | SIGNATURES: I AGREE TO THE TERMS OF THIS LINE OF CREDIT. I HAVE RECEIVED A COPY ON TODAY'S DATE. | |
s/s Xxxxx X. Xxxxxxxxx | s/s Xxxx Xxxxxxx s/s Xxxx Xxxxxx | |
XXXXX X. XXXXXXXXX | XXXX XXXXXXX, TREASURER; XXXX XXXXXX, PERSONALLY | |
Title PRESIDENT | s/s Xxxxxxx Xxxxxx s/s J.R. Xxxxxxx | |
XXXXXXX XXXXXX, PERSONALLY; J.R. XXXXXXX, PERSONALLY | ||
s/s Xxxx Xxxxxx s/s Xxxxxxx Xxxxxx | ||
XXXX XXXXXX, PERSONALLY; XXXXXXX XXXXXX, PERSONALLY |
SOUTHERN
IOWA BIOENERGY, LLC
000
X. XXXXXX
XXXXXX,
XX 00000
XXXXXXXX'S
NAME AND ADDRESS
"I"
includes each borrower above, jointly and severally.
|
AMERICAN
STATE BANK-OSCEOLA
P.O.
BOX 463
OSCEOLA,
IA 50213
XXXXXX'S
NAME AND ADDRESS
"You"
means the lender, its successors and assigns.
|
Loan
Number 272102
Date
08-16-2007
Maturity
Date 02-16-2008
Loan
Amount $ 100,040.00
Renewal
Of ____________________
|
For
value
received, I promise to pay to you, or your order, at your address listed above
the PRINCIPAL
sum of
ONE
HUNDRED THOUSAND FORTY AND
NO/100
Dollars
$ 100,040.00
¨ |
Single
Advance:
I
will receive all of this principal sum
on
.
No additional advances are contemplated under this note.
|
x |
Multiple
Advance:
The principal sum shown above is the maximum amount of principal
I can
borrow under this note. On 08-16-2007
|
I
will
receive the amount of $0.00 and
future principal advances are contemplated.
Conditions:
The
conditions for future advances are
AS
NEEDED FOR OPERATING
|
. |
x
|
Open
End Credit:
You and I agree that I may borrow up to the maximum amount of principal
more than one time. This feature is subject to all other conditions
and
expires on 02-16-2008 .
|
¨ |
Closed
End Credit:
You and I agree that I may borrow up to the maximum only one time
(and
subject to all other conditions).
|
INTEREST:
I agree
to pay interest on the outstanding principal balance from 08-16-2007
at the
rate of 8.250
% per
year until 08-17-2007 .
x |
Variable
Rate:
This rate may then change as stated
below.
|
x |
Index
Rate:
The future rate will be EQUAL
TO
THE FOLLOWING INDEX RATE: THE
BASE RATE ON CORPORATE LOANS POSTED BY AT LEAST 75% OF THE NATION'S
30
LARGEST BANKS KNOWN AS THE WALL STREET JOURNAL PRIME RATE. THE RESULT
OF
THIS CALCULATION WILL BE ROUNDED TO THE NEAREST
0.250
|
¨ |
No
Index:
The future rate will not be subject to any internal or external index.
It
will be entirely in your control.
|
x |
Frequency
and Timing:
The rate on this note may change as often as EVERY
DAY BEGINNING 08-17-2007.
|
A
change
in the interest rate will take effect ON
THE SAME DAY.
¨ |
Limitations:
During the term of this loan, the applicable annual interest rate
will not
be more than _______ %
or less than ______%.
The rate may not change more than _______% each
.
|
Effect
of Variable Rate:
A change
in the interest rate will have the following effect on the payments:
¨ | The amount of each scheduled payment will change. | x | The amount of the final payment will change. | ||
¨ |
ACCRUAL
METHOD:
Interest
will be calculated on a ACTUAL/360 basis.
POST
MATURITY RATE:
I agree
to pay interest on the unpaid balance of this note owing after maturity, and
until paid in full, as stated below:
¨
|
on
the same fixed or variable rate basis in effect before maturity (as
indicated above).
|
x |
at
a rate equal to RATE
AT MATURITY PLUS 5%.
|
x |
LATE
CHARGE:
If
a payment is made more than 10
days
after it is due, I agree to pay a late charge of 1.500%
OF THE LATE AMOUNT
WITH A MIN OF $15.00 AND A MAX OF $50.00 .
|
x |
ADDITIONAL
CHARGES:
In
addition to interest, I agree to pay the following charges which
x
are ¨
are not included in the principal amount above:
________________________________________________.
|
PAYMENTS:
I agree
to pay this note as follows:
INTEREST
ON THE AMOUNT OF CREDIT OUTSTANDING DUE AT MATURITY AND PRINCIPAL DUE ON
02-16-2008.
¨ |
Unpaid
Interest:
Any accrued interest not paid when due (whether due by reason of
a
schedule of payments or due because of Xxxxxx's demand) will become
part
of the principal thereafter, and will bear interest at the interest
rate
in effect from time to time as provided for in this
agreement.
|
ADDITIONAL
TERMS: NO ADVANCES ON LOAN UNTIL RECEIVE PERSONAL BALANCE SHEETS OF INDIVIDUALS
EXECUTING
NOTE
HEREIN; NO ADVANCES UNTIL RECEIVE MEETING MINUTES, RESOLUTION, AND OPERATING
AGREEMENT OF LLC
x |
If
checked, this note is a credit agreement subject to Iowa Code § 635.17 and
the following notice is applicable to this note.
|
IMPORTANT:
READ BEFORE SIGNING. THE TERMS OF THIS AGREEMENT SHOULD BE READ CAREFULLY
BECAUSE ONLY THESE TERMS IN WRITING ARE ENFORCEABLE. NO OTHER TERMS OR ORAL
PROMISES NOT CONTAINED IN THIS WRITTEN CONTRACT MAY BE LEGALLY ENFORCED. YOU
MAY
CHANGE THE TERMS OF THIS AGREEMENT ONLY BY ANOTHER WRITTEN
AGREEMENT.
¨
SECURITY:
This note is separately secured by (describe separate document by
type and
date):
(This
action is for our internal use. Failure to list a separate security
document does not mean the agreement will not secure this
note.)
|
PURPOSE:
The purpose of this loan is OPERATING .
SIGNATURES:
I AGREE TO THE TERMS OF THIS NOTE INCLUDING THOSE ON PAGE
2).
I
have received a copy on today's date.
SOUTHERN
IOWA BIOENERGY, LLC
|
|
s/s Xxxx Xxxxxxx | ||
XXXX XXXXXXX, TREASURER | ||
Signature for Xxxxxx | s/s Xxxxxxx Xxxxxx | |
XXXXXXX XXXXXX, PERSONALLY | ||
s/s Xxxxx X. Xxxxxxxxx, President | s/s Xxxx Xxxxxx s/s J.R. Xxxxxxx | |
XXXXX X. XXXXXXXXX, PRESIDENT | XXXX XXXXXX, PERSONALLY; J.R. XXXXXXX, PERSONALLY | |
s/s Xxxx Xxxxxx s/s Xxxxxxx Xxxxxx | ||
XXXX XXXXXX, PERSONALLY; XXXXXXX XXXXXX, PERSONALLY |
(page
1 of 2)
DEFINITIONS:
As
used on page 1, "x"
means the terms that apply to this loan. "I," "me" or "my" means
each
Borrower who signs this note and each other person or legal entity
(including guarantors, endorsers, and sureties) who agrees to pay
this
note (together referred to as "us"). "You" or "your" means the Lender
and
its successors and assigns.
APPLICABLE
LAW:
The law of the state of Iowa will govern this note. Any term of this
note
which is contrary to applicable law will not be effective, unless
the law
permits you and me to agree to such a variation. If any provision
of this
agreement cannot be enforced according to its terms, this fact will
not
affect the enforceability of the remainder of this agreement. No
modification of this agreement may be made without your express written
consent. Time is of the essence in this agreement.
COMMISSIONS
OR OTHER REMUNERATION:
I
understand and agree that any insurance premiums paid to insurance
companies as part of this note will involve money retained by you
or paid
back to you as commissions or other remuneration.
In
addition, I understand and agree that some other payments to third
parties
as part of this note may also involve money retained by you or paid
back
to you as commissions or other remuneration.
PAYMENTS:
Each payment I make on this note will first reduce the amount I owe
you
for charges which are neither interest nor principal. The remainder
of
each payment will then reduce accrued unpaid interest, and then unpaid
principal. If you and I agree to a different application of payments,
we
will describe our agreement on this note. I may prepay a part of,
or the
entire balance of this loan without penalty, unless we specify to
the
contrary on this note. Any partial prepayment will not excuse or
reduce
any later scheduled payment until this note is paid in full (unless,
when
I make the prepayment, you and I agree in writing to the
contrary).
INTEREST:
Interest accrues on the principal remaining unpaid from time to time,
until paid in full. If I receive the principal in more than one advance,
each advance will start to earn interest only when I receive the
advance.
The interest rate in effect on this note at any given time will apply
to
the entire principal advanced at that time. You and I may provide
in this
agreement for accrued interest not paid when due to be added to principal.
Notwithstanding anything to the contrary, I do not agree to pay and
you do
not intend to charge any rate of interest that is higher than the
maximum
rate of interest you could charge under applicable law for the extension
of credit that is agreed to here (either before or after maturity).
If any
notice of interest accrual is sent and is in error, we mutually agree
to
correct it, and if you actually collect more interest than allowed
by law
and this agreement, you agree to refund it to me.
INDEX
RATE:
The index will serve only as a device for setting the rate on this
note.
You do not guarantee by selecting this index, or the margin, that
the rate
on this note will be the same rate you charge on any other loans
or class
of loans to me or other borrowers.
ACCRUAL
METHOD:
The amount of interest that I will pay on this loan will be calculated
using the interest rate and accrual method stated on page 1 of this
note.
For the purpose of interest calculation, the accrual method will
determine
the number of days in a year. If no accrual method is stated, then
you may
use any reasonable accrual method for calculating-interest.
POST
MATURITY RATE:
For purposes of deciding when the "Post Maturity Rate" (shown on
page 1)
applies, the term "maturity" means the date of the last scheduled
payment
indicated on page 1 of this note or the date you accelerate payment
on the
note, whichever is earlier.
SINGLE
ADVANCE LOANS:
If
this is a single advance loan, you and I expect that you will make
only
one advance of principal. However, you may add other amounts to the
principal if you make any payments described in the "PAYMENTS BY
LENDER"
paragraph below, or if we have, agreed that accrued interest not
paid when
due may be added to principal.
MULTIPLE
ADVANCE LOANS:
If
this is a multiple advance loan, you and I expect that you will make
more
than one advance of principal. If this is closed end credit, repaying
a
part of the principal will not entitle me to additional
credit.
PAYMENTS
BY LENDER:
If
you are authorized to pay, on my behalf, charges I am obligated to
pay
(such as property insurance premiums), then you may treat those payments
as advances and add them to the unpaid principal under this note,
or you
may demand immediate payment of the charges.
SET-OFF:
I
agree that you may set off any amount due and payable under this
note
against any right I have to receive money from you.
"Right
to receive money from you" means:
(1) any
deposit account balance I have with you;
(2) any
money owed to , me on an item presented to you or in your possession
for
collection or exchange; and
(3) any
repurchase agreement or other nondeposit obligation.
"Any
amount due and payable under this note" means the total amount of
which
you are entitled to demand payment under the terms of this note at
the
time you set off. This total includes any balance the due date for
which
you properly accelerate under this note.
If
my right to receive money from you is also owned by someone who has
not
agreed to pay this note, your right of set-off will apply to my interest
in the obligation and to any other amounts I could withdraw on my
sole
request or endorsement. Your right of set-off does not apply to an
account
or other obligation where my rights are only as a representative.
It also
does not apply to any Individual Retirement Account or other tax-deferred
retirement account.
You
will not be liable for the dishonor of any check when the dishonor
occurs
because you set off this debt against any of my accounts. I agree
to hold
you harmless from any such claims arising as a result of your exercise
of
your right of set-off.
REAL
ESTATE OR RESIDENCE PROPERTY:
If
this note is secured by real estate or a residence that is personal
property, the existence of a default and your remedies for such a
default
will be determined by applicable law, by the terms of any separate
instrument creating the security interest and, to the extent not
prohibited by law and not contrary to the terms of the separate security
instrument, by the "Default" and "Remedies" paragraphs herein.
|
DEFAULT:
I
will be in default if any one or more of the following occur: (1)
I fail
to make a payment on time or in the amount due; (2) I fail to keep
the
property insured, if required; (3) I fail to pay, or keep any promise,
on
any debt or agreement I have with you; (4) any other creditor of
mine
attempts to collect any debt I owe him through court proceedings;
(5) I
die, am declared incompetent, make an assignment for the benefit
of
creditors, or become insolvent (either because my liabilities exceed
my
assets or I am unable to pay my debts as they become due); (6) I
make any
written statement or provide any financial information that is untrue
or
inaccurate at the time it was provided; (7) I do or fail to do something
which causes you to believe that you will have difficulty collecting
the
amount I owe you; (8) any collateral securing this note is used in
a
manner or for a purpose which threatens confiscation by a legal authority;
(9) I change my name or assume an additional name without first notifying
you before making such a change; (10) I fail to plant, cultivate
and
harvest crops in due season; (11) any loan proceeds are used for
a purpose
that will contribute to excessive erosion of highly erodible land
or to
the conversion of wetlands to produce an agricultural commodity,
as
further explained in 7 C.F.R. Part 1940, Subpart G,
Exhibit M.
REMEDIES:
Except as provided in the next paragraph, if this note is secured
by
agricultural land (as defined in Iowa Code § 172C.1) and I am in default
on this note, you will give me notice of my right to cure. You may
exercise your remedies only if I fail to cure my default within 45
days
after you mail the notice (or 45 days after actual delivery if you
use a
means other than certified mail).
A
notice of right to cure is not necessary and you may immediately
exercise
your remedies if you have: a) given me the notice with respect to
two
prior defaults, b) you have given me the notice with respect to a
default
occurring within 12 months before the current default, or I voluntarily
surrender the agricultural land and you accept it in full satisfaction
of
the debt.
Subject
to the above limitations and any limitations imposed by Iowa Code
Chapter
654A, if I am in default on this note you have, but are not limited
to,
the following remedies:
(1) You
may demand immediate payment of all I owe you under this note (principal,
accrued unpaid interest and other accrued charges).
(2) You
may set off this debt against any right t have to the payment of
money
from you, subject to the terms of the set-off paragraph
herein.
(3) You
may demand security, additional security, or additional parties to
be
obligated to pay this note as a condition for not using any other
remedy.
(4) You
may refuse to make advances to me or allow purchases on credit by
me.
(5) You
may use any remedy you have under state or federal law.
By
selecting any one or more of these remedies you do not give up your
right
to later use any other remedy. By waiving your right to declare an
event
to be a default, you do not waive your right to later consider the
event
as a default if it continues or happens again.
COLLECTION
COSTS AND ATTORNEY'S FEES:
I
agree to pay all costs of collection, replevin or any other or similar
type of cost if I am in default. In addition, if you hire an attorney
to
collect this note, I also agree to pay any fee you incur with such
attorney plus court costs (except where prohibited by law). To the
extent
permitted by the United States Bankruptcy Code, I also agree to pay
the
reasonable attorney's fees and costs you incur to collect this debt
as
awarded by any court exercising jurisdiction under the Bankruptcy
Code.
WAIVER:
I
give up my rights to require you to do certain things. I will not
require
you to:
(1) demand
payment of amounts due (presentment);
(2) obtain
official certification of nonpayment (protest); or
(3) give
notice that amounts due have not been paid (notice of
dishonor).
I
waive any defenses I have based on suretyship or impairment of
collateral.
OBLIGATIONS
INDEPENDENT:
I
understand that I must pay this note even if someone else has also
agreed
to pay it (by, for example, signing this form or a separate guarantee
or
endorsement). You may sue me alone, or anyone else who is obligated
on
this note, or any number of us together, to collect this note. You
may do
so without any notice that it has not been paid (notice of dishonor).
You
may without notice release any party to this agreement without releasing
any other party. If you give up any of your rights, with or without
notice, it will not affect my duty to pay this note. Any extension
of new
credit to any of us, or renewal of this note by all or less than
all of us
will not release me from my duty to pay it. (Of course, you are entitled
to only one payment in full.) I agree that you may at your option
extend
this note or the debt represented by this note, or any portion of
the note
or debt, from time to time without limit or notice and for any term
without affecting my liability for payment of the note. I will not
assign
my obligation under this agreement without your prior written approval.
FINANCIAL
INFORMATION:
I
agree to provide you, upon request, any financial statement or information
you may deem necessary. I warrant that the financial statements and
information I provide to you are or will be accurate, correct and
complete.
NOTICE:
Unless otherwise required by law, any notice to me shall be given
by
delivering it or by mailing it by first class mail addressed to me
at my
last known address. My current address is on page 1. I agree to inform
you
in writing of any change in my address. I will give any notice to
you by
mailing it first class to your address stated on page 1 of this agreement,
or to any other address that you have designated.
CREDIT
AGREEMENT:
A
"credit agreement" under Iowa Code §535.17 means any contract made or
acquired by a lender to loan money or extend credit for any purpose.
A
"credit agreement" does not mean a contract to extend credit by means
of a
credit card, or open end credit, or a home equity line of credit.
This
note is not subject to Iowa Code § 535.17 if it is a "credit agreement"
made primarily for a personal, family, or household purpose where
the
credit extended is twenty thousand dollars or
less.
|
DATE
OF
TRANSACTION
|
PRINCIPAL
ADVANCE
|
XXXXXXXX'S
INITIALS
(not
required)
|
PRINCIPAL
PAYMENTS
|
PRINCIPAL
BALANCE
|
INTEREST
RATE
|
INTEREST
PAYMENTS
|
INTEREST
PAID
THROUGH
|
$
|
$
|
$
|
%
|
$
|
|||
$
|
$
|
$
|
%
|
$
|
|||
$
|
$
|
$
|
%
|
$
|
|||
$
|
$
|
$
|
%
|
$
|
(page
2 of 2)