AMENDMENT TO THE MASTER LOAN AGREEMENT
Exhibit
10.18
AMENDMENT
TO
THE
THIS AMENDMENT is entered into
as of December 24, 2008, 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 6, 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:
|
1.
|
Section
8(H)(ii) of the MLA is hereby amended and restated to read as
follows:
|
SECTION 8. Affirmative
Covenants. Unless otherwise agreed to in writing by CoBank while this
agreement is in effect, the Company agrees to and with respect to Subsections
8(B) through 8(G) hereof, agrees to cause each Subsidiary to:
(H) Reports and Notices. Furnish
to CoBank:
(ii) Interim Financial
Statements. As soon as available, but in no event more than 30 days after
the end of each month, a consolidated balance sheet of the Company and its
consolidated Subsidiaries, if any, as of the end of such month, a consolidated
statement of income for the Company and its consolidated Subsidiaries, if any,
for such period and for the period year to date, and such other interim
statements as CoBank may specifically request, all prepared in reasonable detail
and in comparative form in accordance with GAAP consistently applied and, if
required by written notice from CoBank, certified by an authorized officer or
employee of the Company acceptable to CoBank.
|
2.
|
Sections
9(A) and (F) of the MLA are hereby amended and restated to read as
follows:
|
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:
(A) Borrowings. Create, incur,
assume, or allow to exist, directly or indirectly, any indebtedness or liability
for borrowed money (including trade or bankers’ acceptances), letters of credit,
or the deferred purchase price of property or services (including capitalized
leases), except for: (i) debt to CoBank; (ii) accounts payable to trade
creditors incurred in the ordinary course of business; (iii) current operating
liabilities (other than for borrowed money) incurred in the ordinary course of
business; (iv) indebtedness of the Company under its member or patron investment
program, provided, however, that such indebtedness is expressly stated to be
subordinate in right of payment to all obligations of the Company to CoBank; (v)
debt of the Company to Urethane Soy Systems Company’s shareholders in an amount
not to exceed $900,000.00, but no extensions, renewals and refinancings thereof;
and (vi) debt of the Company to miscellaneous creditors in an amount not to
exceed $300,000.00.
Exhibit
10.18
|
Amendment
RIB051E to Master Agreement RIB051
|
-2-
|
|
SOUTH
DAKOTA SOYBEAN PROCESSORS, LLC
|
|
|
Volga,
South Dakota
|
(F) Contingent Liabilities.
Assume, guarantee, become liable as a surety, endorse, contingently agree to
purchase, or otherwise be or become liable, directly or indirectly (including,
but not limited to, by means of a maintenance agreement, an asset or stock
purchase agreement, or any other agreement designed to ensure any creditor
against loss), for or on account of the obligation of any person or entity,
except by the endorsement of negotiable instruments for deposit or collection or
similar transactions in the ordinary course of the Company’s
business.
3. Except
as set forth in this amendment, the MLA, including all amendments thereto, shall
continue in full force and effect as written.
IN WITNESS WHEREOF, the
parties have caused this amendment to be executed by theft duly authorized
officers as of the date shown above.
| CoBANK, ACB | SOUTH DAKOTA SOYBEAN | |||
| PROCESSORS, LLC | ||||
| By: |
/s/
Xxxxx Xxxxxx
|
By:
|
/s/ Xxxxxx Xxxxxxxxxxx
|
|
| Its: |
Assistant Corporate Secretary
|
Title:
|
CEO
|
|
Exhibit
10.18
STATUSED
REVOLVING CREDIT SUPPLEMENT
THIS SUPPLEMENT to the Master
Loan Agreement dated October 6, 2005 (the “MLA”), is entered into as of
December 24, 2008 between CoBANK, ACB (“CoBank”) and SOUTH DAKOTA SOYBEAN PROCESSORS, LLC,
Volga, South Dakota (the “Company”), and amends and restates the
Supplement dated September 22, 2008 and numbered RIB051S01H.
SECTION 1. The Revolving Credit
Facility. On the terms and conditions set forth in the MLA and this
Supplement, CoBank agrees to make loans to the Company during the period set
forth below in an aggregate principal amount not to exceed, at any one time
outstanding, the lesser of $40,000,000.00 (the “Commitment”), or the “Borrowing
Base” (as calculated pursuant to the Borrowing Base Report attached hereto as
Exhibit A). Within the limits of the Commitment, the Company may borrow, repay
and reborrow.
SECTION 2. Purpose. The
purpose of the Commitment is to finance the inventory and receivables referred
to in the Borrowing Base Report.
SECTION 3. Term. The term of
the Commitment shall be from the date hereof, up to and including February 1,
2010, or such later date as CoBank may, in its sole discretion, authorize in
writing.
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
275 basis points
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, 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 CoBank in its sole discretion in each instance. Under
this option, rates may be fixed on such balances and for such periods, as may be
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 $500,000.00 or multiples thereof; and (3) the maximum number of
fixes in place at any one time shall be ten.
Exhibit
10.18
|
Statused
Revolving Credit Supplement RIB051S01I
SOUTH
DAKOTA SOYBEAN PROCESSORS, LLC
Volga,
South Dakota
|
-2-
|
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 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 for periods expiring after
the maturity date of the loans. All 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 the unpaid principal balance of the loans on the
last day of the term of the Commitment. In addition to the above, the Company
promises to pay interest on the unpaid principal balance of the loans 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. Borrowing Base Reports,
Etc. The Company agrees to furnish a Borrowing Base Report to CoBank at
such times or intervals as CoBank may from time to time request. Until receipt
of such a request, the Company agrees to furnish a Borrowing Base Report to
CoBank within 30 days after each month end calculating the Borrowing Base as of
the last day of the month for which the Report is being furnished. However, if
no balance is outstanding hereunder on the last day of such month, then no
Report need be furnished. Regardless of the frequency of the reporting, if at
any time the amount outstanding under the Commitment exceeds the Borrowing Base,
the Company shall immediately notify CoBank and repay so much of the loans as is
necessary to reduce the amount outstanding under the Commitment to the limits of
the Borrowing Base.
SECTION 7. Letters of Credit.
If agreeable to CoBank in its sole discretion in each instance, in addition to
loans, the Company may utilize the Commitment to open irrevocable letters of
credit for its account. Each letter of credit will be issued within a reasonable
period of time after CoBank’s receipt of a duly completed and executed copy of
CoBank’s then current form of Application and Reimbursement Agreement or, if
applicable, in accordance with the terms of any CoTrade Agreement between the
parties, and shall reduce the amount available under the Commitment by the
maximum amount capable of being drawn thereunder. Any draw under any letter of
credit issued hereunder shall be deemed a loan under the Commitment and shall be
repaid in accordance with this Supplement. Each letter of credit must be in form
and content acceptable to CoBank and must expire no later than the maturity date
of the Commitment. Notwithstanding the foregoing or any other provision hereof,
the maximum amount capable of being drawn under each letter of credit must be
statused against the Borrowing Base in the same manner as if it were a loan, and
in the event that (after repaying all loans) the maximum amount capable of being
drawn under the letters of credit exceeds the Borrowing Base, then the Company
shall immediately notify CoBank and pay to CoBank (to be held as cash
collateral) an amount equal to such excess.
Exhibit
10.18
|
Statused
Revolving Credit Supplement RIB051S01I
SOUTH
DAKOTA SOYBEANPROCESSORS, LLC
Volga,
South Dakota
|
-3-
|
SECTION 8. Security. The
Company’s obligations hereunder and, to the extent related hereto, the MLA,
shall be secured 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 9. 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 1/4 of 1% 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 thereof) occurring during the
original or any extended term of the Commitment. For purposes of calculating the
commitment fee only, the “Commitment” shall mean the dollar amount specified in
Section 1 hereof, irrespective of the Borrowing Base.
SECTION 10. Collateral
Inspections. In consideration of the loans made hereunder, the Company
will permit CoBank or its representatives, agents, or independent contractors,
during normal business hours or at such other times as CoBank and the Company
may agree to: (a) inspect or examine the Company’s properties, books and
records; (b) make copies of the Company’s books and records; and (c) discuss the
Company’s affairs, finances and accounts with its officers, employees and
independent certified public accountants. Without limiting the foregoing, the
Company will permit CoBank, through an employee of CoBank or through an
independent third party contracted by CoBank, to conduct on an annual basis a
review of the collateral covered by the Security Agreement. The Company further
agrees to pay to CoBank a collateral inspection fee designated by CoBank and
reimburse CoBank all reasonable costs and expenses incurred by CoBank in
connection with such collateral inspection reviews performed by CoBank employees
or its agents.
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:
|
By:
|
/s/ Xxxxxx Xxxxxxxxxxx
|
||
|
Title:
|
Title:
|
CEO
|
||
Exhibit
10.18
SEASONAL
BORROWING BASE REPORT
CoBank
ACB
EXHIBIT
A
|
Name
of Borrower
|
City,
State:
|
Date
of Period
|
|
South
Dakota Soybean
Processors,
LLC (18462590)
|
Volga,
South Dakota
|
PART
A-ELIGIBLE RECEIVABLES
For
purposes hereof, ELIGIBLE RECEIVABLES shall mean rights to payment for goods
sold and delivered or for services rendered which: (a) are not subject to any
dispute, set-off, or counterclaim; (b) are not owing by an account debtor that
is subject to a bankruptcy, reorganization, receivership or like proceeding; (c)
are not subject to a lien in favor of any third party, other than liens
authorized by CoBank in writing which are subordinate to CoBank’s lien; (d) are
not owing by an account debtor that is owned or controlled by the borrower; (e)
are not accounts due more than 30 days from invoice date; (f) are not accounts
with balances past due more than 30 days; (g) are not
deemed ineligible by CoBank. For purposes thereof,
CONTRACT RECEIVABLES shall mean all Accrued Gains & Losses on Open Purchase
and Sale Contracts for grain which (a) are not in dispute, (b) are legally
enforceable, and (c) are not subject to a lien except in favor of
CoBank.
|
ADVANCE
|
ALLOWABLE
|
|||||||||||||||||
|
ELIGIBLE RECEIVABLES
|
AMOUNT
|
RATE
|
ADVANCE
|
|||||||||||||||
|
Trade
Receivables 0-30 Days
|
$ | - | X | 90 | % |
=
|
$ | - | ||||||||||
|
Trade
Receivables 31-60 Days
|
$ | - | X | 50 | % |
=
|
$ | - | ||||||||||
|
Trade
Receivables 61 Days and Over
|
$ | - | X | 0 | % |
=
|
$ | - | ||||||||||
|
Other
Receivables
|
$ | - | X | 0 | % |
=
|
$ | - | ||||||||||
|
Net
Liquidated Value of Brokerage Accounts
|
$ | - | X | 90 | % |
=
|
$ | - | ||||||||||
|
Net
Contract Receivables for Old Crop Beans*
|
$ | - | X | 80 | % |
=
|
$ | - | ||||||||||
|
Net
Contract Receivables for New Crop Beans*
|
$ | - | X | 70 | % |
=
|
$ | - | ||||||||||
|
Subtotal-Net
Contract Receivables for Beans
|
$ | - | $ | - | ||||||||||||||
|
*Old
crop ends September 30. Net Contract
|
||||||||||||||||||
|
Receivables
are Accrued Gains & Losses on
|
||||||||||||||||||
|
Open
Purchase & Sale Contracts
|
||||||||||||||||||
|
TOTAL
PART A
|
$ | - | $ | - | ||||||||||||||
PART
B-ELIGIBLE INVENTORY
For
purposes hereof, ELIGIBLE FARM SUPPLY INVENTORY shall mean inventory which: (a)
is of a type shown below; (b) is owned by the borrower and not held by the
borrower on consignment or similar basis; (c) is not subject to a lien except in
favor of CoBank.
|
ADVANCE
|
ALLOWABLE
|
|||||||||||||||||||||
|
Types
of Eligible Inventory
|
AMOUNT
|
Deduction
|
RATE
|
ADVANCE
|
||||||||||||||||||
|
Soybeans*
|
$ | - | X | 90 | % |
=
|
$ | - | ||||||||||||||
|
Less:
Grain Payables
|
$ | - | X | 90 | % |
=
|
$ | - | ||||||||||||||
|
Soybean
Meal**
|
$ | - | X | 90 | % |
=
|
$ | - | ||||||||||||||
|
Soybean
Oil**
|
$ | - | X | 90 | % |
=
|
$ | - | ||||||||||||||
|
Soybean
Hulls**
|
$ | - | X | 80 | % |
=
|
$ | - | ||||||||||||||
|
Other
Inventory
|
$ | - | X | 0 | % |
=
|
$ | - | ||||||||||||||
|
TOTAL
PART B
|
$ | - | $ | - | ||||||||||||||||||
*Valued
at Bid Price FOB Volga, SD
**Valued
at Market FOB Volga, SD
Exhibit
10.18
PART
C – OBLIGATIONS
|
Less:
|
OBLIGATIONS
|
|||
|
Book
Overdraft (Bank overdraft net of cash available.)
|
$ | - | ||
|
Demand
Patron Notes / Deposits
|
$ | - | ||
|
Accts
Payable Owed to Suppliers with PMSI Filings
|
$ | - | ||
|
Outstanding
Balance of CoBank Loan(s), (as of date of this report):
(#RIB051S01)
|
$ | - | ||
|
CoBank
Letters of Credit Issued
|
$ | - | ||
|
TOTAL
PART C (NET OBLIGATIONS SUMMARY)
|
$ | - | ||
|
*EXCESS/OVERADVANCE
(AS OF END OF PERIOD): Total A + B – C
|
$ | - |
|
*IF
AN OVERADVANCE IS REPORTED ABOVE, PLEASE CONTACT YOUR RELATIONSHIP MANAGER
IMMEDIATELY WITH: 1) AN UPDATED BORROWING BASE REPORT, AND 2) SPECIFICS OF
ALL PAYMENTS REMITTED SINCE END OF PERIOD (CHECK NUMBERS, WIRE ROUTING
NUMBERS, ETC.). FUNDS MUST BE REMITTED TO COBANK WITHIN 5
BUSINESS DAYS OF MONTH
END
|
I HEREBY CERTIFY THIS
INFORMATION IS CORRECT.
|
AUTHORIZED
SIGNATURE
(for
Electronic Signature)
|
TITLE
|
DATE
|
Exhibit
10.18
Loan No.
RIB05IT05C
REVOLVING
TERM LOAN SUPPLEMENT
THIS SUPPLEMENT to the Master
Loan Agreement dated October 6, 2005 (the “MLA”), is entered into as of December
24, 2008 between CoBANK,
ACB (“CoBank”) and SOUTH
DAKOTA SOYBEAN PROCESSORS, LLC, Volga, South Dakota (the “Company”) and
amends and restates the Supplement dated March 26, 2007 and numbered
RIB051T05B.
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 date hereof, up to and including March 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, 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 notice. 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. The
purpose of the Commitment is 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
290 basis points 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, 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.
Exhibit
10.18
|
Revolving
Term Loan Supplement RIB051T05C
|
-2-
|
|
SOUTH
DAKOTA SOYBEAN PROCESSORS, LLC
|
|
|
Volga,
South Dakota
|
(B) Quoted Rate. At a fixed rate
per annum to be quoted by CoBank in its sole discretion in each instance. Under
this option, rates may be fixed on such balances and for such periods, as may be
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 $100,000.00 or multiples thereof; and (3) the maximum number of
fixes in place at any one time shall be 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. All 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 $1,300,000.00 on the 20th day of each March and
September beginning March 20, 2009, and continuing through and including
September 20, 2012, followed by a final reduction at the expiration of the
Commitment on March 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 secured 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 1/2 of 1% 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 thereof) occurring
during the original or any extended term of the Commitment.
Exhibit
10.18
|
Revolving
Term Loan Supplement RIB051T05C
|
-3-
|
|
SOUTH
DAKOTA SOYBEAN PROCESSORS, LLC
|
|
|
Volga,
South Dakota
|
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/
Xxxxxx Xxxxxxxxxxx
|
|
|
Title:
|
CEO
|
|
Exhibit
10.18
Loan
No. RIB051T06A
REVOLVING
CREDIT SUPPLEMENT
Letter of
Credit
THIS SUPPLEMENT to the Master
Loan Agreement dated October 6, 2005 (the “MLA”), is entered into as of December
24, 2008 between CoBANK,
ACB (“CoBank”) and SOUTH
DAKOTA SOYBEAN
PROCESSORS, LLC, Volga, South Dakota (the “Company”), and amends
and restates the Supplement dated July 17, 2008 and numbered
RIB051T06.
SECTION 1. The Revolving Credit
Facility. On the terms and conditions set forth in the MLA and this
Supplement, CoBank agrees to make loans to the Company during the period set
forth below in an aggregate principal amount not to exceed $500,000.00 at any
one time outstanding (the “Commitment”). Within the limits of the Commitment,
the Company may borrow, repay and reborrow.
SECTION 2. Purpose. The
purpose of the Commitment is to allow the Company to open an irrevocable letter
of credit (“Letter
of Credit”) for its account. The Letter of Credit will be issued within a
reasonable period of time after CoBank’s receipt of a duly completed and
executed copy of CoBank’s then current form of Application and Reimbursement
Agreement or, if applicable, in accordance with the terms of any CoTrade
Agreement between the parties. Any draw under the Letter of Credit issued
hereunder shall be deemed a loan under the Commitment and shall be repaid in
accordance with this Supplement. The Letter of Credit must be in form and
content acceptable to CoBank and must expire no later than the maturity date of
the Commitment.
SECTION 3. Term. The term of the Commitment
shall be from the date hereof, up to and including September 1, 2010, or such
later date as CoBank may, in its sole discretion, authorize in
writing.
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 275 basis points 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 arc
open for business in New York, 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.
Exhibit
10.18
|
Revolving
Credit Supplement Letter of Credit RJB051T06A
|
-2-
|
|
SOUTH
DAKOTA SOYBEAN PROCESSORS, LLC
|
|
|
Volga,
South Dakota
|
(B) Quoted Rate. At a fixed rate
per annum to be quoted by CoBank in its sole discretion in each instance. Under
this option, rates may be fixed on such balances and for such periods, as may be
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 $100,000.00 or multiples thereof; and (3) the maximum number of
fixes in place at any one time shall be 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. All 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 the unpaid principal balance of the loans on the
last day of the term of the Commitment. In addition to the above, the Company
promises to pay interest on the unpaid principal balance of the loans 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 secured as provided in the Security Section of the MLA, including
without limitation as a future advance under any existing mortgage or deed of
trust.
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/
Xxxxxx Xxxxxxxxxxx
|
|
|
Title:
|
CEO
|
|
