Exhibit 10.1


 


 


 





RBC Wealth Management




 


 





	 	Royal Bank of Canada


Tower 49


12 East 49th Street


35th Floor


New York, NY 10017

 




Tel.: +1 212 415-5900


Fax: +1 212 415-5006


www.rbcwm-usa.com












 





May 9, 2014




 


 





TWIN CITIES POWER HOLDINGS, LLC


Attn: Timothy Krieger


Ste 210, 16233 Kenyon Ave


Lakeville, MN 55044


 


 


Re: Uncommitted Line of Credit


 


Dear Mr. Krieger:


 


You have been approved for a US$ 700,000.00
uncommitted line of credit (the "Facility") from Royal Bank of Canada (the "Bank"). The availability
under the Facility may be increased or decreased by the Bank in its sole and absolute discretion. While the Bank may make extensions
of credit in its sole and absolute discretion under the Facility, the Bank is not, nor shall it be, committed or otherwise obligated
to make any extensions of credit under the Facility.


 


We are enclosing a copy of the Bank's Margin
Maintenance Guidelines. These guidelines set forth the maximum loan value that the Bank may, but is not obligated to, attribute
to certain classes of assets pledged to it by its clients.


 


Please note that any repayment of principal
under the Facility may be subject to break funding costs. Please consult the relevant provisions of your loan documentation for
an explanation and an illustration of how such break funding costs are calculated.


 


We thank you for your business. Please feel
free to contact us should you have any questions.


 


Sincerely yours,


 


ROYAL BANK OF CANADA


 


/s/ Alexander Ingalls


 


Alexander Ingalls


 


Senior Credit Officer




 






    	 



    	 



    

 


 





	Loan Confirmation




	Royal Bank of Canada


12 East 49th Street 35th Floor


New York, New York 10017


Telephone (212) 415-5900 www .rbcwminternational.com




	 	 
	 	 
	 	 
	TWIN CITIES POWER HOLDINGS, LLC


16233 KENYON AVE LAKEVILLE, MN


55044




	Date: MAY 12, 2014

Contract: 3254565-001







 


 





	
         

        Amount
	
         

        Value Date
	
         

        Contract Rollover Date
	
         

        Term

	
         

        700,000.00 USD
	
         

        MAY 12, 2014
	
         

        JUN 11, 2014
	
         

        30 DAYS








 





Your interest rate will be 2.401100


 


Your payments will be as follows:




 





	Interest Amount:	Due On:
	 	 
	1,400.64	JUN 11, 2014




 


 


Please quote the contract number on all payments and correspondence. Interest
and principal payments due at maturity should be made in accordance with the standard terms of our arrangement with you.


 


 


Page 1 of 1






    	 



    	 



    

 





Margin Maintenance Guidelines


 


 


The table below sets forth the loan to value advance percentages
that Royal Bank of Canada (the "Bank") may, but is not obligated to, attribute in respect of certain classes of assets
pledged to it by its clients. The Bank may, in its sole and absolute discretion and without notice, attribute percentages that
are different from what is set forth below.


 


	
         

        Asset Class1
	Loan to Value Advance Percentage
	
         

        Cash & RBC Time Deposits
	
         

        100%

	
         

        Certificates of Deposit (FDIC-insured)
	
         

        90%

	
         

        US/Canadian Treasury Bills
	
         

        98%

	
        Commercial Paper (less than 1 year) rated:

        A-1/P-1 or better

        A-2/P-2
	
         

        95%

        85%

	
        Sovereign & Supranational Notes & Bonds

        Rated AAA (including US Treasuries); <5
        years Rated AAA (including US Treasuries); > 5 years

        Rated AA(+/-); < 5 years

        Rated AA(+/-); > 5 years

        Rated A(+/-);< 5 years

        Rated A(+/-); > 5 years

        Rated BBB (+/-); < 5 years

        Rated BBB (+/-); > 5 years

        Rated BB (+/-)2 ; < 5 years

        Rated BB (+/-)2 ; > 5 years

        Rated B (+/-)2 ; < 5 years

        Rated B (+/-)2 ; > 5 years
	
         

        95%

        90%

        90%

        85%

        85%

        80%

        75%

        70%

        70%

        65%

        45%

        30%

	
        US Agency Debt

        Direct Obligations & Mortgage Pass Thrus;
        < 5 years Direct Obligations & Mortgage Pass Thrus; > 5 years

        REMICs & CMOs Rated BBB - or better
	
         

        93%

        85%

        50%

	
        State/Provincial/Municipal Notes & Bonds

        Rated AAA; < 5 years

        Rated AAA; > 5 years

        Rated AA(+/-); < 5 years

        Rated AA(+/-); > 5 years

        Rated A(+/-); < 5 years

        Rated A(+/-); > 5 years

        Rated BBB (+/-) < 5 years

        Rated BBB (+/-) > 5 years

        Rated BB (+/-)2 ,any term

        Unrated General Obligation (GOs) 2
	
         

        90%

        85%

        85%

        80%

        80%

        75%

        70%

        65%

        40%

        50%

	
        Corporate Notes & Bonds

        Rated AAA; < 5 years

        Rated AAA; > 5 years

        Rated AA(+/-); < 5 years

        Rated AA(+/-); > 5 years

        Rated A(+/-); < 5 years

        Rated A(+/-); > 5 years

        Rated BBB (+/-); < 5 years

        Rated BBB (+/-); > 5 years

        Rated BB(+/-)2; any term
	
         

        85%

        80%

        80%

        75%

        75%

        70%

        70%

        60%

        40%

	
        Mutual Funds3 (Daily redemption)

        Money Market Funds

        Investment Grade Bond Funds
	
         

        98%

        80%



 




 






    	 



    	 



    




 


	
        Balanced Funds

        Blue Chip Equity Funds

        Other Funds
	
        75%

        70%

        50%

	
        Equities

        (freely tradable; Common or Preferred shares or Depository Receipts.
        The

        Bank prefers that equities on major U.S. or Canadian exchanges trade
        at

        $5.00 or more per share)

        - Purpose Credit (as defined in Federal Reserve Board Regulation
        U)

        - Non-Purpose Credit
	
         

         

         

         

        50%

        70%

	
        Principal Protected Structured Notes

        (based on Net Present Value - NPV of the principal protected amount)
        RBC Issued

        3rd Party issued rated AAA, maxim.um remaining term to
        maturity not to

        exceed 7 years

        3rd Party issued rated AA(+/-); maximum remaining term
        to maturity not to

        exceed 7 years

        3rd Party issued rated A(+/-); maximum remaining term
        to maturity not to

        exceed 7 years
	
         

         

        95%

         

        90%

         

        85%

         

        80%

	
        Non-Principal Protected Structured Notes (including Reverse Convertibles
        and/or Equity-Linked Notes)4

        RBC Issued; maximum term not exceeding 3 years

        3rd Party issued rated A+ or better; maximum term not
        exceeding 1 year
	
         

         

        40%-70%

        30%-60%



 


1.                           
The Bank prefers that collateral be denominated in a major currency. Where the collateral is denominated in a currency that
is different from the currency of any loan, the Bank prefers that the loan value of the collateral exceed the outstanding principal
balance of a loan by an amount sufficient to provide a cross-currency risk cushion of at least 5% of the currency mismatched amount.
The Bank also prefers that collateral (other than cash, US Treasuries and certain other highly-rated securities) be diversified
so that securities from any one issuer do not constitute more than 20% of the loan value of the collateral.


2.                           
The Bank prefers that the sum of the loan value of (a) debt rated BB+ or lower and (b) unrated General Obligation Municipal
bonds not exceed 20% of the loan value of the collateral.


3.                           
The Bank prefers that all Mutual Funds be registered under the Investment Company Act of 1940. The loan value that secures
"purpose credit" (as defined in Regulation U) shall be capped at 50% whenever required by Regulation U.


4.                           
Loan to value advance percentages range provided as an indication. The actual lending value will depend on the structure
of the Note eg: pay-off and underlying structure, as well as the overall composition of the pledged portfolio.