REVOLVING CREDIT SUPPLEMENT Letter of Credit
Exhibit
10.8
Letter of
Credit
THIS SUPPLEMENT to the Master
Loan Agreement dated May 3, 2010 (the “MLA”), is entered into as of August 12,
2010 between CoBANK, ACB
(“CoBank”) and SOUTH DAKOTA SOYBEAN PROCESSORS, LLC, Volga, South Dakota (the
“Company”), and amends and restates the Supplement dated May 3, 2010 and
numbered RIBO51TO6C.
SECTION 1. The Revolving Credit
Facility. On the terms and conditions set forth in the MILA 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 $308,000.00 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 April 1,2013,
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 3.85% above the 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 vendor 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 $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.
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CoBANK,
ACB
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SOUTH
DAKOTA SOYBEAN PROCESSORS,
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LLC
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By:
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By:
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/s/ Xxxxxx Xxxxxxxxxxxx
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Title:
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Title:
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CEO
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