Exhibit 10.27


 


TERM
REVOLVING NOTE


 


	
  $6,000,000.00

  	
   

  	
  March 28, 2007

  



 


1.             FOR
VALUE RECEIVED, OTTER TAIL AG ENTERPRISES,
LLC, a Minnesota limited liability company (the “Borrower”), hereby promises to pay to the
order of AGSTAR FINANCIAL SERVICES, PCA (the
“Lender”),  the principal sum
of Six Million and No/l00ths ($6,000,000.00) Dollars, or so much thereof as may
be advanced to, or for the benefit of, the Borrower and be outstanding, with
interest thereon, to be computed on each advance from the date of its disbursement
as set forth herein pursuant to that certain Master Loan Agreement of even date
herewith by and between the Lender and the Borrower (as it may be amended,
modified, supplemented, extended or restated from time to time, the “MLA”), and pursuant to that certain Second Supplement to
the MLA, dated as of even date herewith, by and between the Lender and the
Borrower (as it may be amended, modified, supplemented, extended or restated
from time to time, the “Second Supplement”), and
which remains unpaid, in lawful money of the United States and immediately
available funds. This Term Revolving Note is issued pursuant to the terms and
provisions of the MLA and the Second Supplement and is entitled to all of the
benefits provided for in the MLA and the Second Supplement. All capitalized
terms used and not defined herein shall have the meanings assigned to them in
the MLA and the Second Supplement.


 


2.             The
outstanding principal balance of this Term Revolving Note shall bear interest
at a variable rate determined by Lender to be 295 basis points above the LIBOR
Rate in effect on the date of the first Advance pursuant to this Term Revolving
Note. Notwithstanding the foregoing, the rate of interest under this Term
Revolving Note may be adjusted by Lender pursuant to the provisions of the MLA,
the Second Supplement and this Term Revolving Note.


 


3.             The
“LIBOR Rate” (London Interbank
Offered Rate) means the rate (rounded upward to the nearest sixteenth 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), quoted by the British Bankers
Association (the “BBA”) at 11:00 a.m.
London time two Banking Days (as hereinafter defined) before the commencement
of the Interest Period for the offering of U.S. Dollar deposits in the London
interbank market for an Interest Period of one month, as published by Bloomberg
or another major information vendor listed on BBA’s official website. “Banking Day” shall mean a day on which
Lender 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. “Eurocurrency
Liabilities” has the meaning as set forth in FRB Regulation D. “FRB Regulation D” means Regulation D as
promulgated by the Board of Governors of the Federal Reserve System, 12 C.F.R. Part 204,
as amended from time to time.


 


4.             The
rate of interest due hereunder shall initially be determined as of the
Conversion Date and shall thereafter be adjusted, as and when, the LIBOR Rate
changes. All such adjustments to the rate of interest shall be made and become
effective as of the first day of the month following the date of any change in
the LIBOR Rate and shall remain in effect until and including the day
immediately preceding the next such adjustment (each such day hereinafter being
referred to as an “Adjustment Date”). All
such adjustments to said rate shall be made and become effective as of the
Adjustment Date, and said rate as adjusted shall remain in effect until and
including the day


 

















 


immediately
preceding the next Adjustment Date. Interest hereunder shall be computed on the
basis of a year of three hundred sixty five (365) days, but charged for actual
days principal is outstanding.


 


5.             Notwithstanding
anything to the contrary in the MLA, the Second Supplement and this Term
Revolving Note, no advances will be made to the Borrower under this Term
Revolving Note until the Availability Date as specified in the Second
Supplement.


 


6.             Beginning
on the first (1st) day of the first calendar month following the
month in which funds have been advanced to Borrower hereunder, and continuing
on the first (1st) day of each succeeding month thereafter until the
Maturity Date, the Borrower shall make monthly payments of accrued interest.


 


7.             The
outstanding principal balance hereof, together with all accrued interest, if
not paid sooner, shall be due and payable in full on the fifth (5th)
anniversary date of the Conversion Date (the “Maturity
Date”).


 


8.             All
payments and prepayments shall, at the option of the Lender, be applied first
to any costs of collection, second to any late charges, third to accrued
interest and the remainder thereof to principal.


 


9.             This
Term Revolving Note may be prepaid at any time, at the option of the Borrower,
either in whole or in part, subject to the obligations of the Borrower to
compensate the Lender for any loss, cost or expense as a result of such prepayment
as set forth in Section 2.10 in the MLA. This Term Revolving Note is
subject to mandatory prepayment, at the option of the Lender, as provided in
the MLA.


 


10.           In
addition to the rights and remedies set forth in the MLA and the Second
Supplement: (i) 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 Term Revolving 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 Term Revolving Note; (ii) after
the Revolving Loan Maturity Date, whether by reason of acceleration or
otherwise, the unpaid principal balance of this Term Revolving 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 Term Revolving 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.


 


11.           If
the Borrower fails to make any payment to Lender within ten (10) days of
the due date thereof, the Borrower shall pay, in addition to such amount, a
late charge equal to five percent (5%) of the amount of such payment.


 


12.           This
Term Revolving Note is secured by, among other instruments, a Mortgage,
Security Agreement and Financing Statement covering various parcels of real
property, fixtures, and personal property located in Otter Tail County,
Minnesota. 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 Term Revolving Note are hereby
made a part of this Term Revolving Note


 


2

















 


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 Term Revolving
Note.


 


13.           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 the Lender, be immediately
due and payable, without notice or demand and Lender shall be entitled to
exercise all remedies provided in this Term Revolving Note, the MLA, the Second
Supplement, or any of the Loan Documents.


 


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


 


15.           The
Borrower promises to pay all reasonable costs of collection of this Term
Revolving Note, including, but not limited to, reasonable attorneys’ fees paid
or incurred by the 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.


 


16.           Demand,
presentment, protest and notice of nonpayment and dishonor of this Term
Revolving Note are hereby waived.


 


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


 


18.           The
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 Term Revolving Note, the MLA and any instrument, agreement or document
related hereto or thereto, and the 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. The 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 Term
Revolving Note shall affect the right of the Lender to bring any action or
proceeding against the Borrower or its property in the courts of any other
jurisdiction to the extent permitted by law.


 


	
   

  	
  OTTER
  TAIL AG  ENTERPRISES, LLC

  
	
   

  	
  a
  Minnesota limited liability company

  
	
   

  	
   

  
	
   

  	
  /s/
  Jerry Larson

  	
   

  
	
   

  	
   

  	
  By:
  Jerry Larson

  
	
   

  	
   

  	
  Its:
  President

  
				



 


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