MONITORED REVOLVING CREDIT SUPPLEMENT
Exhibit
10.6
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 RTBO51SO1K.
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, $30,000,000.00 (the Commitment”); provided, however that the amount
available under the Commitment shall not exceed the “Borrowing Base” (as
calculated pursuant to the Borrowing Base Report attached hereto as Exhibit A)
on the date for which Borrowing Base Reports are required pursuant to Section 6
below. 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 July 1, 2011,
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 CER 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.
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. If on the date for which a Borrowing Base Report is
required 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 forgoing 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.
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.
2
SECTION 9. 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.
SECTION 10. 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 0.25%
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.
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, 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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3
EXHIBIT
A
SEASONAL
BORROWING BASE REPORT
CoBank,
ACB
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Name
of Borrower
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City,
State:
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Date
of Period
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South
Dakota Soybean Processors, LLC (18462590)
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Volga,
South Dakota
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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.
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ADVANCE
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ALLOWABLE
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ELIGIBLE
RECEIVABLES
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AMOUNT
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RATE
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ADVANCE
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Trade
Receivables 0-30 Days
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$ | - |
x
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85 | % |
=
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$ | - | ||||||||||||
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Trade
Receivables 31-60 Days
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$ | - |
x
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50 | % |
=
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$ | - | ||||||||||||
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Trace
Receivables 61 Days and Over
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$ | - |
x
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0 | % |
=
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$ | - | ||||||||||||
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Other
Receivables
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$ | - |
x
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0 | % |
=
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$ | - | ||||||||||||
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Net
Liquidated Value of Brokerage Accounts
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$ | - |
x
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90 | % |
=
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$ | - | ||||||||||||
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||||||||||||||||||||
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Net
Contract Receivables for Old Crop Beans*
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$ | - |
x
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80 | % |
=
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$ | - | ||||||||||||
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Net
Contract Receivables for New Crop Beans*
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$ | - |
x
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70 | % |
=
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$ | - | ||||||||||||
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Subtotal-Net
Contract Receivables for Beans
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$ | - |
=
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$ | - | |||||||||||||||
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*Old
crop ends September 30. Net Contract
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Receivables
are accrued Gains & Losses on
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Open
Purchase & Sale Contracts
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TOTAL
PART A
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$ | - | $ | - | ||||||||||||||||
PART B-ELIGIBLE INVENTORY
For
purposes hereof, ELIGIBLE INVENTORY shall mean inventory which: (a) is 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.
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ALLOWABLE
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Types of Eligible Inventory
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AMOUNT
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Deduction
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RATE
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ADVANCE
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Soybeans*
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$ | - |
x
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85 | % | $ | - | |||||||||||||
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Less:
Grain Payables
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$ | - |
x
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85 | % | $ | - | |||||||||||||
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Soybean
Meal **
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$ | - |
x
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85 | % | $ | - | |||||||||||||
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Soybean
Oil**
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$ | - |
x
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85 | % | $ | - | |||||||||||||
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Soybean
Hulls**
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$ | - |
x
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75 | % | $ | - | |||||||||||||
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Other
Inventory
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$ | - |
x
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0 | % | $ | - | |||||||||||||
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TOTAL
PART B
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$ | - | $ | - | ||||||||||||||||
*Valued
at Bid Price FOB Volga, SD
**Valued
at Market FOB Volga, SD
PART
C-OBLIGATIONS
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Less:
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OBLIGATIONS
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Book
Overdraft (Bank overdraft net of cash available.)
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$ | - | ||
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Demand
Patron Notes / Deposits
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$ | - | ||
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Accts
Payable Owed to Suppliers with PMSI Filings
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$ | - | ||
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Outstanding
Balance of CoBank Loan(s), (as of date of this report):
(#RIB051S01)
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$ | - | ||
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CoBank
Letters of Credit Issued (excluding North Western Services Corporation
Letter of Credit)
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$ | - | ||
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TOTAL
PART C (NET OBLIGATIONS SUMMARY
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$ | - | ||
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*EXCESSIVE/OVERADVANCE
(AS OF END OF PERIOD): Total A + B – C
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$ | - |
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*IF
AN OVERADVANCE IS REPORTED ABOVE, PLEASE CONTACT YOUR RELATINSHIP 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 SUBMITTED TO COBANK WITHIN 5
BUSINESS DAYS OF MONTH END.
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I HEREBY CERTIFY THAT THIS
INFORMATION IS CORRECT
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AUTHORIZED
SIGNATURE
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TITLE
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DATE
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(or
Electronic Signature)
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