AMENDMENT TO THE MASTER LOAN AGREEMENT

 

 

AMENDMENT

TO THE

MASTER LOAN AGREEMENT

 

 

THIS AMENDMENT is entered into as of February 5, 2013, between FARM CREDIT SERVICES OF AMERICA, FLCA (“Farm Credit”) and Green Plains Shenandoah LLC,  Omaha,  Nebraska (the “Company”).

 

BACKGROUND

 

Farm Credit and the Company are parties to a Master Loan Agreement dated September 28, 2011 (such agreement is hereinafter referred to as the “MLA”).  Farm Credit 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), Farm Credit and the Company agree as follows:

1.Section 10(H) of the MLA is hereby amended and restated to read as follows:

 

SECTION 10.Negative Covenants.  Unless otherwise agreed to in writing by Agent (as defined in the MLA), while this agreement is in effect the Company will not:

 

(H)Dividends, Etc.    Declare or pay any dividends, or make any distribution of assets to the member/owners, or purchase, redeem, retire or otherwise acquire for value any of its equity, or allocate or otherwise set apart any sum for any of the foregoing, except that a distribution may be accrued to the Company’s members/owners of up to 40% of the year-to-date net profit before taxes (according to GAAP) and payment of this accrued amount may be made after the end of each fiscal quarter, provided that the Company has been and will remain in compliance with all loan covenants, terms and conditions. Furthermore, after receipt of the audited financial statements for the pertinent fiscal year, additional distributions may be made in excess of the quarterly distribution(s) so long as aggregate distributions do not exceed 75% of the net profit before taxes, less the amount previously accrued as a tax dividend, for such fiscal year, and provided that the Company has been and will remain in compliance with all other loan covenant, terms and conditions.

2.            Section 10(I) of the MLA shall be deleted in its entirety.

 

3.Section 11 of the MLA is hereby amended and restated to read as follows:

 

SECTION 11.Financial Covenants.  Unless otherwise agreed to in writing, while this agreement is in effect:

(A)Working Capital.  The Company will have at the end of each period for which financial statements are required to be furnished pursuant to Section 9(H) hereof an excess of current assets over current liabilities  (both as determined in accordance with GAAP consistently applied) of not less than $8,000,000.00, except that in determining current assets, any amount available under the Revolving Term Loan Supplement (less the amount that would be considered a current liability under GAAP if fully advanced) hereto may be included. (B)Net Worth.  The Company will have at the end of each period for which financial statements are required to be furnished pursuant to Section 9(H) hereof an excess of total assets over total

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liabilities  (both as determined in accordance with GAAP consistently applied) of not less than $60,000,000.00. (C)Debt Service Coverage Ratio.  The Company will have at the end of each fiscal year of the Company a “Debt Service Coverage Ratio” (as defined below) for such year of not less than 1.00 to 1.00.  For purposes hereof, the term “Debt Service Coverage Ratio” shall mean the following (all as calculated for the most current year end in accordance with GAAP consistently applied):  (1) net income (before taxes), plus depreciation and amortization, plus new equity injection(s), divided by $2,000,000.00.

4.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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