AMENDMENT TO CREDIT AGREEMENT
Amendment No. 18462590SLA-C
AMENDMENT TO CREDIT AGREEMENT
THIS AMENDMENT is entered into as of January 28, 2020, between SOUTH DAKOTA SOYBEAN PROCESSORS, LLC, Volga, South Dakota, a limited liability company (the "Borrower"), and COBANK, ACB, a federally-chartered instrumentality of the United States ("Lender"). Capitalized terms used and not defined herein will have the meanings assigned to such terms in the Agreement (as defined below).
RECITALS
The Borrower and Lender are parties to Credit Agreement Number 18462590SLA dated as of December 28, 2016 (such agreement, as may be amended, is hereinafter referred to as the "Agreement"). The Borrower and Lender now desire to amend the Agreement. For that reason, and for valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Borrower and Lender agree as follows:
1. Section 6.1 under Article 6 of the Agreement and will amended by adding Subsection 6.1(h) as follows:
ARTICLE 6 Negative Covenants. Unless otherwise agreed to in writing by Lender, while this Agreement is in effect, the Borrower will not and will not permit its Subsidiaries to:
6.1 Other Indebtedness. 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 for the deferred purchase price of property or services (including leases that should be accounted for on the books of the lessee in accordance with the Accounting Standards), except for:
(h) those operating leases, insofar as they are considered indebtedness in accordance with the Accounting Standards, as allowed for in Section 6.11 herein.
2.Section 6.5 under Article 6 of the Agreement is amended and restated to read as follows:
ARTICLE 6 Negative Covenants. Unless otherwise agreed to in writing by Lender, while this Agreement is in effect, the Borrower will not and will not permit its Subsidiaries to:
6.5 Loans and Investments. Make any loan or advance to any person or entity, or purchase any capital stock, obligations or other securities of, make any capital contributions to, or otherwise invest in any person or entity, or form or create any partnerships or joint ventures, except:
(a)trade credit extended in the ordinary course of business.
(b)equity in, or obligation of, Lender.
(c)investments by the Borrower in the stock or other equities of Prairie AquaTech, LLC, Prairie AquaTech Manufacturing, LLC, and/or Prairie AquaTech Investments, LLC, provided that the aggregate amount of all such investments may not exceed $10,000,000.00 at any one time outstanding, plus future retained earnings.
(d)investments existing as of the date hereof.
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3. | Section 7.1 under Article 7 of the Agreement is amended and restated to read as follows: |
ARTICLE 7 Financial Covenants. Unless otherwise agreed to in writing by Lender, while this Agreement is in effect:
7.1 Working Capital. The Borrower will have at the end of each period as set forth below an excess of consolidated current assets over consolidated current liabilities of not less than the amount shown next to such period set forth below, except that in determining: (a) current assets, any amount available under any revolving term promissory note hereunder (less the amount that would be considered a current liability if fully advanced) may be included; and (b) current liabilities, any current portion of previously designated operating leases reclassified as capital leases are to be excluded, (all as determined in accordance with the Accounting Standards).
Period | Working Capital |
fiscal year of the Borrower | $12,500,000 |
for each other period for which financial statements are required to be furnished pursuant to this agreement | $10,000,000 |
4.Except as expressly amended hereby, all of the representations, warranties, terms, covenants and conditions contained in the Agreement and each other Loan Document will remain unamended and otherwise unmodified and in full force and effect.
5.This Amendment, each Promissory Note and any other Loan Document may be executed in counterparts, each of which will constitute an original, but all of which when taken together will constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other electronic means will be as effective as delivery of a manually executed counterpart of this Amendment.
SIGNATURE PAGE FOLLOWS
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SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT
IN WITNESS WHEREOF, the parties hereto, by their duly authorized officers, have executed this Agreement.
SOUTH DAKOTA SOYBEAN PROCESSORS, LLC | |||
By: | /s/ Xxxx Xxxx | ||
Name: | Xxxx Xxxx | ||
Title: | CFO | ||
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SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT
IN WITNESS WHEREOF, the parties hereto, by their duly authorized officers, have executed this Agreement.
COBANK, ACB | |||
By: | /s/ Xxxxxxxx Xxxxxxx | ||
Name: | Xxxxxxxx Xxxxxxx | ||
Title: | Assistant Corporate Secretary | ||
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Exhibit A
Compliance Certificate
As of Month Ended ____________________
This Certificate is delivered pursuant to the Credit Agreement dated December 28, 2016 (as amended, restated, or otherwise modified from time to time, the "Agreement"), by and among South Dakota Soybean Processors and CoBank, ACB. All terms used in this certificate have the meanings given to them in the Agreement. |
Working Capital (Interim) | |||||||||
Required to be no less than | $ | 10,000,000 | |||||||
Current Assets | |||||||||
(-) | Current Liabilities | ||||||||
(+) | Current portion of operating lease(s) on balance sheet | ||||||||
(+) | Term revolver availability (less current portion) | ||||||||
Working Capital | $ | — | |||||||
Compliance (Yes/No) | |||||||||
Working Capital (Fiscal Year End) | |||||||||
Required to be no less than | $ | 12,500,000 | |||||||
Current Assets | |||||||||
(-) | Current Liabilities | ||||||||
(+) | Current portion of operating lease(s) on balance sheet | ||||||||
(+) | Term revolver availability (less current portion) | ||||||||
Working Capital | $ | — | |||||||
Compliance (Yes/No) | |||||||||
Debt Service Coverage (Fiscal Year End) | |||||||||
Required to be no less than | 1.20:1.00 | ||||||||
Consolidated Net Income (after tax) | |||||||||
(+) | Depreciation and amortization | ||||||||
(-) | Non-Cash Patronage Income | ||||||||
(-) | Extraordinary Gain (+ Loss) | ||||||||
(-) | Gain on Asset Sale (+ Loss) | ||||||||
= | Available Cash | $ | — | ||||||
/ | $4,000,000 | $ | 4,000,000 | ||||||
Debt Service Coverage Ratio | $ | — | |||||||
Compliance (Yes/No) | |||||||||
PRINCIPAL FINANCIAL OFFICER'S CERTIFICATION | ||||
The undersigned has reviewed the financial statements pertaining to the above calculations, and based on this review, certify to the best of my knowledge the financial statements as accurate and complete for the period reflected. The undersigned also hereby certifies that the foregoing is a correct statement of financial condition and compliance as of the month end stated above, and that, during such month, there existed at no time any condition or event which constituted an event or which, after notice or lapse of time or both, would constitute an event of default in the performance of any covenants contained in the Agreement. | ||||
AUTHORIZED SIGNATURE (or Electronic Signature) | Date | ||||
