AMENDMENT TO THE MASTER LOAN AGREEMENT
Exhibit
10.1
AMENDMENT
TO
THE
THIS AMENDMENT is entered into
as of October 14, 2010, 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 May 3, 2010 (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
10(A) of the MLA is hereby amended and restated to read as
follows:
SECTION 10. Financial
Covenants. Unless otherwise agreed to in writing, while this agreement is
in effect:
(A) Working Capital. The Company
and its consolidated Subsidiaries will have an excess of consolidated current
assets over consolidated current liabilities (both as determined in accordance
with GAAP consistently applied) of not less than: (1) $7,500,000.00 at the end
of each fiscal year of the Company~ and (2) $6,000,000.00 at the end of each
other period for which financial statements are required to be furnished
pursuant to Section 8(H) hereof up to and including November 30, 2010 and
$7,000.000.00 beginning January 31. 2011 and at the end of such period
thereafter, except that in determining consolidated current assets, any amount
available under the Revolving Term Loan Supplement (less the amount that would
be considered a current liability under (3AAP if fully advanced) hereto may be
included. Furthermore, also in determining consolidated current assets over
consolidated current liabilities, any “Unspent Construction Designated Funds’
(as defined in the Compliance Certificates), shall be deducted.
2.
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 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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/s/ Xxxxx Xxxxxx
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By:
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/s/ Xxxxxx Xxxxxxxxxxxx
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Title:
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Assistant Corporate
Secretary
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Title:
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CEO
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COMPLIANCE
CERTIFICATE
South
Dakota Soybean Processors, LLC (00000000)
CoBank, ACB
ATTN:
ClServices
X.X. Xxx
0000
Xxxxxx,
Xxxxxxxx 00000
or
CoBank,
ACB
ATTN:
CIServices
0000
Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxx
Xxxxxxx, Xxxxxxxx 00000
The following is based on the reporting
period ending
(date): ______________
Working
Capital Calculation
A. Consolidated
Current
Assets
$________________
B. Minus: Consolidated Current
Liabilities <________________>
C. Add: Unadvanced Term
Revolver* $________________
*Less any
amount considered a current liability per GAAP and not included
in “B”
above”
D. Equals: Adjusted
Consolidated Working Capital per
GAAP $________________
E. Minus: Unspent Construction Designated
Funds** <________________>
**Unspent
Construction Designated Funds Calculation
1)
Deodorizer Project Budget (as approved by CoBank)
$ 8,200,000.00
2)
Minus: Amount
Spent/Capitalized in
date <$___________>
3) Equals:
Unspent Construction Designated
Funds
$___________
F. Working Capital for
Covenant
Reporting*** $_______
***Requirement
is >$7.5 million for fiscal
year end and >$6 million for interim monthly statements stepping
up to $7 million for
interim monthly statements beginning January 31, 2011
I have
reviewed the above calculations and the certified consolidated interim financial
statement(s) dated as of ______________________ and,
based upon this review, hereby certify that to the best of my knowledge the
above calculations are accurate and complete for the period
reflected.
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South
Dakota Soybean Processors. LLC
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Volga,
South Dakota
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By:
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Name:
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Title:
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Date:
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