Exhibit 10.15
Construction Note
Note Date: December 16, 2005 $55,211,740.00
Maturity Date: April 16, 2007
FOR VALUE RECEIVED, Red Trail Energy, LLC, a North 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 Fifty-Five Million Two
Hundred Eleven Thousand seven hundred forty and No/100 Dollars ($55,211,740.00),
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
("LOAN AGREEMENT") between BORROWER and BANK dated as of December 16, 2005. All
capitalized terms not otherwise defined in this note shall have the meanings
provided in the LOAN AGREEMENT.
INTEREST ACCRUAL. Interest on the principal amount outstanding on the
CONSTRUCTION LOAN shall accrue, for the period through and including the
COMPLETION DATE, at a rate equal to the LIBOR RATE plus three hundred forty
(340) basis points from time to time until maturity, and six hundred (600) basis
points in excess of said aggregate interest rate from time to time after
maturity, whether by acceleration or otherwise. Interest shall be calculated on
the basis of a 360-day year, counting the actual number of days elapsed.
REPAYMENT TERMS. Until LOAN TERMINATION DATE, interest only shall be payable
every three months, commencing March 16, 2006. On LOAN TERMINATION DATE, all
principal and accrued interest are due and payable. The LOAN AGREEMENT describes
the TERM NOTES that may be used by BORROWER to pay this promissory note.
PREPAYMENT. The LOAN AGREEMENT contains provisions regarding prepayment.
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.
Red Trail Energy, LLC, a North Dakota limited liability company
By: /s/ ▇▇▇▇▇▇▇ ▇ ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇ ▇▇▇▇
Title: President
And
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Treasurer
STATE OF North Dakota )
)ss.
COUNTY OF ▇▇▇▇▇ )
On this 16th day of December, 2005, before me, the undersigned, a Notary
Public, personally appeared ▇▇▇▇▇▇▇ ▇▇▇▇, President of Red Trail Energy, LLC, a
North Dakota limited liability company, on behalf of said entity, who executed
the foregoing instrument, and acknowledged that he executed the same as his
voluntary act and deed.
/s/ ▇▇▇▇▇ ▇▇▇▇
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Notary Public
STATE OF North Dakota ) [▇▇▇▇▇ ▇▇▇▇ STAMP]
)ss.
COUNTY OF ▇▇▇▇▇ )
On this 16th day of December 2005, before me, the undersigned, a Notary
Public, personally appeared ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Tres. of Red Trail Energy, LLC, a
North Dakota limited liability company, on behalf of said entity, who executed
the foregoing instrument, and acknowledged that he executed the same as his
voluntary act and deed.
/s/ ▇▇▇▇▇ ▇▇▇▇
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Notary Public
[▇▇▇▇▇ ▇▇▇▇ STAMP]