Exhibit 10.28


 


REVOLVING LINE OF CREDIT NOTE


 


$4,000,000.00                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    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 Four
Million and No/100ths ($4,000,000.00) 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 Third 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 “Third Supplement”), and
which remains unpaid, in lawful money of the United States and immediately
available funds. This Revolving Line of Credit Note is issued pursuant to the
terms and provisions of the MLA and the Third Supplement and is entitled to all
of the benefits provided for in the MLA and the Third Supplement. All
capitalized terms used and not defined herein shall have the meanings assigned
to them in the MLA and the Third Supplement.


 


2.            The
outstanding principal balance of this Revolving Line of Credit 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
Revolving Line of Credit Note. Notwithstanding the foregoing, the rate of
interest under this Revolving Line of Credit Note may be adjusted by Lender
pursuant to the provisions of the MLA, the Third Supplement and this Revolving
Line of Credit 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
Availability 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
Third Supplement and this Revolving Line of Credit Note, no advances will be
made to the Borrower under this Revolving Line of Credit Note until the
Availability Date as specified in the Third Supplement.


 


6.             Beginning on the first (1st) day of the first
calendar month following the Availability Date and continuing on the first (1st)
day of each succeeding month thereafter until the Revolving Line of Credit Loan
Maturity Date, the Borrower shall make monthly payments of accrued interest.


 


7.            Borrower agrees to pay to the Lender an Unused Commitment
Fee on the average daily unused portion of Lender’s Revolving Line of Credit
Commitment from the Availability Date until the Revolving Line of Credit Loan
Maturity Date at the rate of 0.35% per annum, payable in arrears in quarterly
installments payable on the first (1st) day of each third month
after the Availability Date.


 


8.            The outstanding principal balance hereof, together with
all accrued interest, if not paid sooner, shall be due and payable in full on
the 364th day from the Conversion Date (the “Revolving Line of Credit Loan Maturity Date”).


 


9.            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.


 


10.          This Revolving Line of Credit Note may be prepaid at any
time, at the option of the Borrower, either in whole or in part, subject to the
obligation of the Borrower to compensate the Lender for any loss, cost or
expense as a result of such prepayment as set forth in the MLA and the Third
Supplement. This Revolving Line of Credit Note is subject to mandatory
prepayment, at the option of the Lender, as provided in the MLA and the Third
Supplement.


 


11.          In addition to the rights and remedies set forth in the MLA
and the Third 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 Revolving
Line of Credit 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 Revolving
Line of Credit Note; (ii) after the Revolving Loan Maturity Date, whether
by reason of acceleration or otherwise, the unpaid principal balance of this
Revolving Line of Credit 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
Revolving Line of Credit 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.


 


12.          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.


 


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13.          This
Revolving Line of Credit 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 Revolving Line of Credit Note
are hereby made a part of this Revolving Line of Credit 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 Revolving Line of Credit Note.


 


14.          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 Revolving Line of Credit Note, the MLA,
the Third Supplement, or any of the Loan Documents.


 


15.          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.


 


16.          The
Borrower promises to pay all reasonable costs of collection of this Revolving
Line of Credit 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.


 


17.          Demand,
presentment, protest and notice of nonpayment and dishonor of this Revolving
Line of Credit Note are hereby waived.


 


18.          This
Revolving Line of Credit Note shall be governed by and construed in accordance
with the laws of the State of Minnesota.


 


19.          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 Revolving Lien of Credit 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 Revolving Line of Credit 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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