STATUSED REVOLVING CREDIT SUPPLEMENT
Exhibit
10.1
STATUSED
REVOLVING CREDIT SUPPLEMENT
THIS
SUPPLEMENT to
the
Master Loan Agreement dated October 6, 2005 (the “MLA’), is entered into as of
June 23, 2008 between CoBANK, ACB (“CoBank”) and SOUTH DAKOTA SOYBEAN
PROCESSORS, LLC, Volga, South Dakota (the “Company”) and amends and restates the
Supplement dated February 20, 2008 and numbered RIB0501S0lE.
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
October 1, 2008, 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) CoBank
Base Rate.
At a
rate per annum equal at all times to 1/2 of 1 % below the rate of interest
established by CoBank from time to time as its CoBank Base Rate, which rate
is intended
by CoBank
to
be a reference rate and not its lowest rate. The CoBank Base Rate will change
on
the date established by CoBank as the effective date of any change therein
and
CoBank agrees to notify the Company of any such change.
(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 lime. 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.
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Statused
Revolving Credit Supplement RTBOS lS0l F
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South
Dakota Soybean Processors, LLC
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Volga,
South Dakota
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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.
SECTION
8. Security. The
Company’s obligations hereunder and, to the extent related hereto, the MTSA,
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 clay 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.
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South
Dakota Soybean Processors, LLC
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Volga,
South Dakota
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SECTION
10. Amendment Fee. In
consideration of the amendment, the Company agrees to pay to CoBank on the
execution hereof a fee in the amount of $2,500.00.
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
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PROCESSORS,
LLC
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By:
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/s/
Xxxxx Xxxxx
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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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