Term Note between Home Federal Savings Bank and Homeland Energy Solutions, LLC dated June 29, 2017

EX-10.5 6 exhibit105termnote.htm TERM NOTE Exhibit


TERM NOTE

$30,000,000.00                                     June 29, 2017

1.    FOR VALUE RECEIVED, HOMELAND ENERGY SOLUTIONS, LLC, an Iowa limited liability company (“Borrower”), hereby promises to pay to the order of HOME FEDERAL SAVINGS BANK, a federally chartered stock savings bank organized under the laws of the United States (“Lender”), the principal sum of Thirty Million and No/100ths ($30,000,000.00) Dollars with interest thereon as set forth herein from the date of this Term Note (this “Note”) until fully paid in lawful money of the United States and immediately available funds. This Note is issued pursuant to the terms and provisions of that certain Amended and Restated Master Loan Agreement of even date herewith (as amended, modified, supplemented, extended or restated from time to time, the “MLA”), and pursuant to that certain Amended and Restated Fourth Supplement to the MLA, of even date herewith, each by and between Lender and Borrower (as amended, modified, supplemented, extended or restated from time to time, the “Fourth Supplement”). All capitalized terms used and not defined herein shall have the meanings assigned to them in the MLA or the Fourth Supplement.

2.    The outstanding principal balance of this Note shall bear interest at a fixed rate per annum equal to 4.79% (Lender’s cost of funds on the Closing Date - 1.89% plus 290 basis points).

3.    Beginning on the August 1, 2017, and continuing on each Monthly Payment Date thereafter until the Maturity Date, the Borrower shall pay to the Lender monthly payments of accrued interest on the outstanding principal balance of this Note. Beginning on June 30, 2018, and continuing on each Bi-Annual Payment Date thereafter until the Maturity Date, the Borrower shall pay to the Lender equal payments of principal in the amount of Three Million and no/100 dollars ($3,000,000.00). Each principal payment on the Term Loan shall include payment of accrued and unpaid interest on the Term Loan through the date of such payment. The outstanding principal balance of this Note, together with all accrued interest, if not paid sooner, shall be due and payable in full on the Maturity Date.

4.    The outstanding principal balance hereof, together with all accrued interest, if not paid sooner, shall be due and payable in full on December 31, 2022 (the “Maturity Date”).

5.    Borrower may, at any time and from time to time, upon thirty (30) days advance written notice to Lender, prepay the outstanding amount of this Note in whole or in part with accrued interest to the date of such prepayment on the amount prepaid, without penalty or premium, except as and to the extent specifically provided in this Section. In the event that this Note is refinanced at any time during the first thirty six (36) months following the Closing Date, Borrower shall pay a prepayment fee for the amount(s) refinanced equal to the “Make Whole Prepayment Fee” (as defined in the Fourth Supplement). Any prepayment does not otherwise affect Borrower’s obligation to pay any other fees payable under the MLA, the Fourth Supplement or this Note.

6.    In addition to the rights and remedies set forth in the MLA and the Fourth Supplement: (i) if Borrower fails to make any payment to Lender when due under this Note, 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 under this Note; (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 under this Note 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 under the terms of this Note; (iii) after the Maturity Date, whether by reason of acceleration or otherwise, the unpaid principal balance of this Note (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 under this 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.

7.    If Borrower fails to make any payment to Lender 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.

8.    This Note is secured by, among other instruments, a mortgage covering various parcels of real property, fixtures, and Personal Property located in Chickasaw County, Iowa (the “Mortgage”). In the event any such security is found to be invalid for whatever reason, such invalidity shall constitute an event of default hereunder. All of the agreements, conditions, covenants, provisions, and stipulations contained in the Mortgage, or any instrument securing this Note are hereby made a part of this Note to the same extent and with the same force and effect as if they were fully set forth herein. It is agreed that time is of the essence of this Note.

9.    Upon the occurrence at any time of an Event of Default or at any time thereafter, the outstanding principal balance hereof plus accrued interest hereon plus all other amounts due hereunder shall, at the option of Lender, be immediately due and payable, without notice or demand and Lender shall be entitled to exercise all remedies provided in this Note, the MLA, the Fourth Supplement or under any other Loan Document.

10.    Upon the occurrence at any time of an Event of Default or at any time thereafter, Lender shall have the right to set off any and all amounts due hereunder by Borrower to Lender against any indebtedness or obligation of Lender to Borrower.

11.    Borrower promises to pay all reasonable costs of collection of this Note, including, but not limited to, reasonable attorneys’ fees paid or incurred by Lender on account of such collection, whether or not suit is filed with respect thereto and whether or not such costs are paid or incurred, or to be paid or incurred, prior to or after the entry of judgment.

12.    Demand, presentment, protest and notice of nonpayment and dishonor of this Note are hereby waived.

13.    This Note shall be governed by and construed in accordance with the laws of the State of Minnesota.






14.    Borrower hereby irrevocably submits to the jurisdiction of any Minnesota state court or federal court over any action or proceeding arising out of or relating to this Note, the MLA and any instrument, agreement or document related hereto or thereto, and Borrower hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such Minnesota state or federal court. Borrower hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. Nothing in this Note shall affect the right of Lender to bring any action or proceeding against Borrower or its property in the courts of any other jurisdiction to the extent permitted by law.


[Signature page immediately follows.]







HOMELAND ENERGY SOLUTIONS,        
LLC, an Iowa limited liability company        
                            
                            


By:    /s/ James Broghammer                                 
James Broghammer                    
Title: President/CEO                    






STATE OF IOWA            )
                    ) ss.
COUNTY OF Chickasaw        )

On this 29th day of June, 2017, before me a Notary Public within and for said County, personally appeared James Broghammer, to me known, who being by me duly sworn, did say that he is the President of Homeland Energy Solutions, LLC, the limited liability company named in the foregoing instrument, and that said instrument was signed on behalf of said company by authority of its board and as the free act and deed of said company.

/s/ Katherine J. Balk        
Notary Public





[Signature page to Term Note dated as of June 29, 2017]