AMENDMENT TO THE MASTER LOAN AGREEMENT
EXHIBIT
10.1
AMENDMENT
TO
THE
THIS AMENDMENT is entered into as of March 23,
2009, between CoBANK, ACB (“CoBank’) and SOUTH DAKOTA SOYBEAN
PROCESSORS, LLC,
Volga, South Dakota (the Company).
BACKGROUND
CoBank
and the Company are parties to a Master Loan Agreement dated October 5, 2005
(such agreement, as previously
amended, is hereinafter referred to as the “MLA”). CoBank and the Company now
desire to amend the MLA. For that reason, and for valuable consideration (the
receipt and sufficiency of which are hereby acknowledged), CoBank and the
Company agree as follows:
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1.
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Section
9(H) of MLA is hereby amended and restated to read as
follows:
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SECTION 9. Negative Covenants. Unless
otherwise agreed to in writing by CoBank, while this agreement is in effect the
Company will not and will not permit its Subsidiaries to:
(H) Dividends, Etc. Declare or pay
any dividends, or make any distribution of assets to the
stockholders, or purchase, redeem, retire or otherwise acquire for value any of
its capital stock, or allocate or otherwise set apart any sum for any of the
foregoing. except that in any fiscal year of the Company, the Company may
pay dividends in an amount up to 50% of its consolidated net income for the prior fiscal
year, provided that no Event of Default or Potential Default shall have occurred
and be continuing or would result therefrom.
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2.
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Except
as set forth in this amendment, the MLA, including all amendments thereto,
shall continue in full force and affect as
written.
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IN WITNESS WHEREOF, the
parties have caused this amendment to be executed by their duly authorized
officers as of the date shown shove.
| CoBANK, ACB | SOUTH DAKOTA SOYBEAN | |||
| PROCESSORS, LLC | ||||
| By: |
/s/
Xxxxx Xxxxxx
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By: |
/s/
Xxxxxx Xxxxxxxxxxxx
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Title:
Assistant Corporate Secretary
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Title: CFO
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REVOLVING
TERM LOAN SUPPLEMENT
THIS SUPPLEMENT to the Master
Loan Agreement dated October 6, 2005 (the “MLA”), is entered into as of March
23. 2009 between CoBANK, ACB
(“CoBank”) and SOUTH DAKOTA SOYBEAN PROCESSORS, LLC, Volga, South Dakota
(the “Company”), and amends and restates the Supplement dated December 24, 2008
and numbered RIB051T05C.
SECTION 1. The Revolving
Term Loan Commitment. On the terms and conditions set forth in
the MLA and this Supplement, CoBank agrees to make loans to the Company from the
data hereof, up to and including September 20, 2013, in an aggregate principal amount not to
exceed, at any one time outstanding, $11,900,000.00 less the amounts scheduled
to be repaid during the period set forth below in Section 5 (the “Commitment”).
Within the limits of the Commitment, the Company may borrow,
repay, may borrow, repay, and reborrow.
The
Company may, in its sole discretion, elect to permanently reduce the amount of
the Commitment by giving CoBank ten (10) days prior written
entice. Said election shall be made only if the Company is not in
default at the time of the election and will remain in compliance with all
financial covenants after such reduction. Any such
reduction shall be treated as an early, voluntary reduction of the Commitment
amount and shall not delay or reduce the amount of any scheduled Commitment
reduction under Section 5 hereof (which reductions shall continue in semi-annual
increments of $1,300,000.00 on the dates determined in
accordance with Section 5),
but rather shall result in an earlier expiration of the Commitment and
final maturity of the loans.
SECTION
2. Purpose. The purpose of the Commitment is
to provide working capital to the Company and to finance the construction of a
soybean refinery.
SECTION
3. Term. Intentionally
Omitted.
SECTION
4. Interest. The company agrees
to pay interest on the unpaid balance of the loan(s) in accordance with one or
more of the following interest rate options, as selected by the
Company:
(A) One-Month LIBOR Index Rate. At
a rate (rounded upward to the nearest 1/100th 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) per annum equal at all times to 2.90% above the annual rate quoted
by the British Bankers Association (the “BBA”) at 11:00 a.m. London time for the
offering of one (1)-month U.S. dollars deposits, as published by Bloomberg or
another major information vender listed on BBA’s official website on the first
“U.S. Banking Day” (as hereinafter defined) in each week, with such rate to
change weekly on such day. The rate shall be reset automatically,
without the necessity of notice being provided to the Company or any other
party, on the first “U.S. Banking Day” of each succeeding
week, and each change in the rate shall be applicable to all balances subject to
this option. Information about the then-current rate shall be made
available upon telephonic request. For purposes hereof: (1) “U.S.
Banking Day: shall mean a day on which CoBank is open for business and banks are
open for business in New York; (2) Eurocurrency Liabilities” shall have the
meaning as set forth in “FRB Regulation D”; and (3) “FRB Regulation D” shall
mean Regulation D as promulgated by the Board of Governors of the Federal
Reserve System, 12 CFR part 204, as amended.
(B) Quoted Rate. At a fixed rate
per annum to be quoted by CoBonk in its sole discretion in each instance. Under
this option, rates may be fixed on such balances and for such periods, as maybe
agreeable to CoBank in its sole discretion in each instance, provided that; (1)
the minimum fixed period shall be 30 days; (2) amounts may be fixed in
increments of $100,00000 or multiples thereof; and (3) the maximum number of
fixes in place at any one time shall he five.
The
Company shall select, the applicable rate option at the time it requests a loan
hereunder and may subject to the limitations set forth above, elect to convert
balances bearing interest at the variable rate option to one of the fixed rate
options. Upon the expiration of any fixed rate period, interest shall
automatically accrue at the variable rate option provided for above unless the
amount fixed is repaid or fixed for an additional period in accordance with the
terms hereof. Notwithstanding the foregoing, rates may not be fixed
in such a manner as to cause the Company to have to break any fixed rate balance
in order to pay any installment of principal. An elections provided for herein
shall be made telephonically or in writing and must be received by 12:00 Noon
Company’s local time. Interest shall be calculated on the actual number of days
each loan is outstanding on the basis of a year consisting of 360 days and shall
be payable monthly in arrears by the 20th day of the following month or on such
other day in such month as CoBank shall require in a written notice to the
Company.
SECTION
5. Promissory Note. The Company promises to repay on the
date of each reduction in the Commitment, the outstanding principal, if any,
that is in excess of the available balance. The available balance shall be
decreased by $l,300,000.00 on the 20th day of each September and March beginning
September 20. 2009, and continuing through and including March 20, 2013,
followed by a final reduction at the expiration of the Commitment on September
20, 2013, at which time any outstanding balance shall be due and payable in
full. If any installment due date in not a day on which CoBank is open for
business, then such payment shall be made on the next day on which CoBank is
open for business, in addition to the above, the Company promises to pay
interest on the unpaid principal balance hereof at the times and in accordance
with the provisions set forth in Section 4 hereof. This note replaces
and supersedes, but does not constitute payment of the indebtedness evidenced
by, the promissory
note set forth in the Supplement being amended and restated hereby.
SECTION
6. Security. The Company’s obligations
hereunder and, to the extent related hereto, the MLA, shall be scented, as
provided in the Security Section of the MLA, including without limitation as a
future advance under any existing mortgage or deed of trust.
SECTION
7. Commitment Fee. In consideration of the Commitment,
the Company agrees to pay to CoBank a commitment fee on the average daily unused
portion of the Commitment at the rate of 0.50% per annum (calculated on a
360-day basis), payable monthly in arrears by the 20th day following each month.
Such fee shall be payable for each month (or portion therein) occurring during
the original or any extended term of the Commitment.
SECTION 8. Amendment
Fee. In consideration of the amendment, the
Company agrees to pay to CoBank on the execution hereof a fee in the
amount $5,000.00.
IN
WITNESS WHEREOF the parties have caused this Supplement to be executed by their
duly authorized officers as of the date shown above.
| CoBANK, ACB | SOUTH DAKOTA SOYBEAN | |||
| PROCESSORS, LLC | ||||
| By: |
/s/
Xxxxx Xxxxxx
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By: |
/s/
Xxxxxx Xxxxxxxxxxxx
|
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Title:
Assistant Corporate Secretary
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Title: CFO
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