Exhibit 10.30


 


MMCDC
SENIOR LOAN NOTE


 


	
  $14,480,500.00

  	
   

  	
  March 30, 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 MMCDC NEW MARKETS FUND
II, LLC, a Delaware limited liability company (the “Lender”),  the principal sum
of Fourteen Million Four Hundred Eighty Thousand Five Hundred and No/l00ths
($14,480,500.00) 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 Construction and Term 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 “Loan Agreement”),  and which remains
unpaid, in lawful money of the United States and immediately available funds
according to the terms and conditions of the Loan Agreement and this MMCDC
Senior Loan Note (“Note”). This Note is issued
pursuant to the terms and provisions of the Loan Agreement and is entitled to
all of the benefits provided for in the Loan Agreement. All capitalized terms
used and not defined herein shall have the meanings assigned to them in the
Loan Agreement.


 


2.             Interest Rate. Subject to the
provisions of the Loan Agreement, including but not limited to Section 2.04
with respect to the Maximum Rate and this Note, the outstanding principal
balance of this Note shall bear interest at a monthly fluctuating yearly rate
equal to the prime rate reported on each day by the Wall Street  Journal
in its daily listing of money rates, defined therein as “the base rate on
corporate loans posted by at least 75 percent of the nation’s 30 largest banks”
(the “Index Rate”) plus one hundred (100)
basis points (the “Applicable Rate”).
If the Index Rate is no longer available, the Lender will select a new index
which is based upon comparable information and give the Borrower a notice of
the selected new index. The Applicable Rate shall initially be determined as of
the date of the first Advance pursuant to the Loan Agreement and shall
thereafter be adjusted monthly. All such adjustments to the Applicable Rate
shall be made and become effective as of the first day of each calendar month
(each such day hereinafter being referred to as an “Adjustment
Date”) and shall remain in effect until and including the last day
of each calendar month following the applicable Adjustment Date. All such
adjustments to the Applicable Rate shall be made and become effective as of
each subsequent Adjustment Date, and said rate as adjusted shall remain in
effect until and including the day immediately preceding the next Adjustment
Date.


 


3.             Default Interest. In addition to the
rights and remedies set forth in the Loan Agreement and this Note: (a) if
the Borrower fails to make any payment to the Lender within five (5) days
of its due date, then at the Lender’s option in each instance, such obligation
or payment shall bear interest from the date due to the date paid at 5% per
annum in excess of the Applicable Rate that would otherwise be applicable to
such obligation or payment; (b) upon the occurrence and during the
continuance of an Event of Default beyond any applicable cure period, if any,
at the Lender’s option in each instance, the unpaid balance of the MMCDC Senior
Loan shall bear interest from the date of the Event of Default or such later
date as the Lender shall elect at 5% per annum in excess of the Applicable Rate
that would otherwise be in effect with respect to the MMCDC Senior Loan; and (c) after
the maturity of the MMCDC Senior Loan and this Note, whether by reason of
acceleration or otherwise, the unpaid principal balance of the MMCDC Senior Loan
and this Note (including without limitation, principal, interest, fees and
expenses) shall automatically bear interest at 5% per annum in excess of the
Applicable Rate that would otherwise be in effect with respect to the


 

















 


MMCDC Senior Loan under the terms of this Note. Interest payable at the
Default Rate shall be payable from time to time on demand or, if not sooner
demanded, on the date of each calendar month on which interest would otherwise
be paid pursuant to this Note (“Default Rate”).


 


4.             Late Charge. If any payment due under
any Loan Documents is not paid within five 5 days of the due date thereof, the
Borrower shall, in addition to such amount, pay a late charge equal to five
percent (5%) of the amount of such payment (“Late Charge”).


 


5.             Interest Only Payments. Commencing
on the first (1st) day of the first (1st) month following the date of the first
Advance, and continuing on the first (1st) day of each and every succeeding
calendar month thereafter until the eighty-fourth (84th) month following the
date of the initial Advance, the Borrower shall make Eighty-four (84)
consecutive monthly interest only payments to the Lender, the amount of which
interest-only-payment shall accrue on the entire unpaid outstanding principal
amount of the MMCDC Senior Loan and this Note applying the Applicable Rate.


 


6.             Amortization Period Payments; Maturity.
In addition to the interest only payments as required in Section 5 above,
commencing on the first (1st) day of the eighty-fifth (85th) month following
the date of the initial Advance (the “Amortization
Date”),  and continuing on the first (1st)
day of each and every month thereafter through and until the Maturity Date, the
Borrower shall pay to the Lender, the sum of: (A) the amount calculated at
the sole discretion of the Lender by amortizing the aggregate unpaid principal
amount of the MMCDC Senior Loan and this Note outstanding over forty-eight (48)
monthly and substantially equal payments of principal of the MMCDC Senior Loan
and this Note outstanding (4 year equal amortization period) until paid in full
on the Maturity Date; and (B) the amount of accrued interest determined at
the sole discretion of the Lender by applying the Applicable Rate on the
aggregate unpaid principal sum of the MMCDC Senior Loan and this Note
outstanding. The MMCDC Senior Loan and this Note mature on the Maturity Date
and any and all outstanding principal amount of the MMCDC Senior Loan and this
Note and accrued and unpaid interest thereon and any and all fees and other
charges that Borrower may owe under this Note, the Loan Agreement or any other
Loan Documents with respect to the MMCDC Senior Loan, if not paid sooner, shall
be due and payable in full on the Maturity Date.


 


7.             Pre payment of MMCDC Senior Loan. The
MMCDC Senior Loan and this Note cannot be prepaid in whole or in part prior to August 1,
2014. After such date, Borrower may, by notice to the Lender, prepay the
outstanding amount of the MMCDC Senior Loan and this Note in whole or in part
with accrued interest to the date of such prepayment on the amount prepaid,
without penalty or premium. In the event the MMCDC Senior Loan and this Note is
prepaid, in whole or in part, prior to August 1, 2014, whether voluntarily
by the Borrower or by reason of acceleration of the MMCDC Senior Loan and this
Note or otherwise, it shall be an Event of Default under this Note, the Loan
Agreement and the Loan Documents. Any prepayment does not otherwise affect the
Borrower’s obligation to pay any fees due under this Note or the Loan
Agreement.


 


8.             Method of Payment. Except as
otherwise expressly provided herein, all payments of principal, interest, and
other amounts to be made by the Borrower under the Loan Documents shall


 


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be made to AgStar Financial Services, PCA, a federal instrumentality,
in its capacity as the servicer of the MMCDC Senior Loan (the “Servicer”)  pursuant to the
Loan Servicing and Agency Agreement of even date herewith (“Servicing
Agreement”) until otherwise notified in writing by Lender, in
U.S. dollars and in immediately available funds, without set-off, deduction, or
counterclaim, not later than 2:00 P.M. (Minneapolis, Minnesota time) on
the date on which such payment shall become due (each such payment made after
such time on such due date to be deemed to have been made on the next
succeeding Business Day). All payments and prepayments shall, at the option of
the Lender, be applied first to costs of collection, if any, second to any late
charges, third to accrued interest on this Note, and lastly to principal (and,
with respect to prepayments, to installments of principal in the inverse order
of maturity).


 


9.             Payments on a Non-Business
Day. Whenever any payment under any Loan Document shall be
stated to be due on a day that is not a Business Day, such payment may be made
on the next succeeding Business Day, and such extension of time shall in such
case be included in the computation of the payment of interest and fees, as the
case may be.


 


10.           Computations. Interest shall be
calculated based upon a 360-day year and actual days elapsed; provided,
however, that the first monthly payment of interest shall be calculated based
on the period through the 6th day of the first month after the initial Advance,
and thereafter through the 6th day of the succeeding month.


 


11.           Disbursements
of the principal of this Note will be made pursuant to the terms of the Loan
Agreement and the Disbursing Agreement.


 


12.           This
Note is secured by, among other instruments, the Mortgage (as defined in the
Loan Agreement) covering various parcels of real property, fixtures, and
personal property located in Otter Tail County, Minnesota, the Security
Agreement (as defined in the Loan Agreement) and the Uniform Commercial Code
Financing Statements filed pursuant thereto (collectively, the “Collateral Documents”). 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 Collateral Documents, 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.


 


13.           Upon
the occurrence at any time of an Event of Default and the expiration of any
applicable grace or cure period, or at any time thereafter while an Event of
Default continues not cured, 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 Note,
the Loan Agreement 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.


 


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15.           The
Borrower promises to pay all reasonable costs of collection of this 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 Note are
hereby waived.


 


17.           If
any provision of this Note shall be illegal or unenforceable, such provision
shall be deemed canceled to the same extent as though it never had appeared
herein, but the remaining provisions shall not be affected hereby.


 


18.           All
notices, requests, demands and other communications required or permitted to be
given hereunder will be given in the manner provided in the Loan Agreement.


 


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


 


20.           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 Note, the Loan Agreement 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 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.


 


21.           All
rights, powers, privileges and immunities herein granted to Lender shall extend
to its successor and assigns and any other legal holder of this Note, with full
right by Lender to assign and/or sell same.


 


22.           THIS
NOTE INCLUDES AND INCORPORATES HEREIN BY REFERENCE ALL OF THE TERMS,
CONDITIONS, COVENANTS, AGREEMENTS AND PROVISIONS SET FORTH IN THE LOAN
DOCUMENTS.


 


[Signature
contained on following page]


 


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IN WITNESS WHEREOF, the undersigned has set its signature and
seal to this MMCDC Senior Loan Note as of the date first written above.


 


	
   

  	
  OTTER TAIL AG ENTERPRISES, LLC

  
	
   

  	
  a Minnesota limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   /s/ Jerry Larson

  
	
   

  	
  Jerry Larson, President

  



 


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