10.2 - Amended and Restated Revolving Line of Credit Note






Execution Copy
 AMENDED AND RESTATED
REVOLVING LINE OF CREDIT NOTE
    
$5,000,000.00                                                  May 14, 2012


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 Five Million and No/100ths ($5,000,000.00) Dollars, or so much thereof as may be advanced to, or for the benefit of, Borrower and be outstanding, with interest thereon, to be computed on each advance from the date of its disbursement as set forth herein, and pursuant to that certain Master Loan Agreement dated November 30, 2007, which has been amended by the First Amendment to Master Loan Agreement dated August 29, 2008, the Second Amendment to Master Loan Agreement dated September 28, 2009, the Third Amendment to Master Loan Agreement dated September 10, 2010, the Fourth Amendment to Master Loan Agreement dated July 29, 2011, and the Fifth Amendment to Master Loan Agreement dated September 9, 2011 (collectively, with all Supplements, modifications and other amendments thereto, the “MLA”), and pursuant to that certain Amended and Restated Third Supplement to the Master Loan Agreement of even date herewith by and between Lender and 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 Amended and Restated Revolving Line of Credit Note (this “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 therein.  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 Note shall bear at a rate equal to the greater of (a) the LIBOR Rate plus 340 basis points and (b) four percent (4.00%) per annum.  Notwithstanding the foregoing, the rate of interest under this Note may be adjusted by Lender pursuant to the provisions of the MLA, the Third Supplement and this Note.


3.     “LIBOR 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 CFR 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 (360) days, but charged for actual days principal is outstanding.


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


6.    The Borrower will pay accrued interest on the Revolving Line of Credit Loan on the first Monthly 









Payment Date following the date on which the first Revolving Advance is made hereunder and on each Monthly Payment Date thereafter until July 1, 2013 (the “Revolving Line of Credit Loan Maturity Date”). 
  
7.    On the Revolving Line of Credit Loan Maturity Date, the unpaid principal balance of the Revolving Line of Credit Loan, all accrued and unpaid interest thereon, and all other amounts due and owing hereunder or under any other Loan Document relating to the Revolving Line of Credit Loan are due and payable in full.


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


10.    In addition to the rights and remedies set forth in the MLA and the Third 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 Revolving Loan 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.


11.    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.


12.    This 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 Chickasaw County, Iowa.  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.  


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 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 Third Supplement, or any of the Loan Documents.


14.    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.


15.    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.


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











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


18.    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 Line of Credit 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.


	
			
	 
	 
	HOMELAND ENERGY SOLUTIONS, LLC,

	 
	 
	an Iowa limited liability company

	 
	 
	 

	 
	 
	 

	 
	 
	/s/ Walter Wendland

	 
	 
	By: Walter Wendland

	 
	 
	Its: President/CEO








STATE OF IOWA         )
                        ) ss.
COUNTY OF CHICKASAW    )


On this 14 day of May, 2012, before me a Notary Public within and for said County, personally appeared Walter Wendland, 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/ Alice Sbiral
	ALICE SBIRAL
(SEAL) Commission Number 737823
My Commission Expires 11-29-14

	Notary Public