REVOLVING TERM LOANSUPPLEMENT

EX-10.22 3 a06-2228_1ex10d22.htm MATERIAL CONTRACTS

Exhibit 10.22

 

Loan  No. RIB051T05

 

REVOLVING TERM LOAN SUPPLEMENT

 

THIS SUPPLEMENT to the Master Loan Agreement dated October 6, 2005, (the “MLA”), is entered into as of October 6, 2005, between CoBANK, ACB (“CoBank”) and SOUTH DAKOTA SOYBEAN PROCESSORS, LLC, Volga, South Dakota (the “Company”), and amends and restates the Supplement dated November 17, 2004, and numbered B051T05F.

 

SECTION 1. The Revolving Term Loan Commitment. On the terms and conditions set forth in the MLA and this Supplement, CoBank agrees to make loans to the Company from the date hereof, up to and including March 20, 2012, in an aggregate principal amount not to exceed, at any one time outstanding, $17,100,000.00 less the amounts scheduled to be repaid during the period set forth below in Section 5 (the “Commitment”). Within the limits of the Commitment, the Company may borrow, repay and reborrow.

 

The Company may, in its sole discretion, elect to permanently reduce the amount of the Commitment by giving CoBank ten (10) days prior written notice. Said election shall be made only if the Company is not in default at the time of the election and will remain in compliance with all financial covenants after such reduction. Any such reduction shall be treated as an early, voluntary reduction of the Commitment amount and shall not delay or reduce the amount of any scheduled Commitment reduction under Section 5 hereof (which reductions shall continue in semi-annual increments of $1,300,000.00 on the dates determined in accordance with Section 5), but rather shall result in an earlier expiration of the Commitment and final maturity of the loans.

 

SECTION 2. Purpose. The purpose of the Commitment is to provide working capital to the Company and to finance the construction of a soybean refinery.

 

SECTION 3. Term. Intentionally Omitted.

 

SECTION 4. Interest. The Company agrees to pay interest on the unpaid balance of the loans in accordance with one or more of the following interest rate options, as selected by the Company:

 

(A)     Weekly Quoted Variable Rate. At a rate per annum equal at all times to the rate of interest established by CoBank on the first Business Day of each week. The rate established by CoBank shall be effective until the first Business Day of the next week. Each change in the rate shall be applicable to all balances subject to this option and information about the then current rate shall be made available upon telephonic request.

 

(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 $100,000.00 or multiples thereof; and (3) the maximum number of fixes in place at any one time shall be 5.

 

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

 



 

Revolving Term Loan Supplement RIBO51TO5

South Dakota Soybean Processors, LLC

Volga, South Dakota

 

automatically accrue at the variable rate option provided for above 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 in such a manner as to cause the Company to have to break any fixed rate balance in order to pay any installment of principal. 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 on the dates set forth below, the outstanding principal, if any, that is in excess of the listed amounts:

 

Payment Date

 

Reducing Commitment Amount

 

March 20, 2006

 

$

15,800,000.00

 

September 20, 2006

 

$

14,500,000.00

 

March 20, 2007

 

$

13,200,000.00

 

September 20,2007

 

$

11,900,000.00

 

March20, 2008

 

$

10,600,000.00

 

September 20,2008

 

$

9,300,000.00

 

March 20, 2009

 

$

8,000,000.00

 

September 20, 2009

 

$

6,700,000.00

 

March20, 2010

 

$

5,400,000.00

 

September 20, 2010

 

$

4,100,000.00

 

March20, 2011

 

$

2,800,000.00

 

September 20, 2011

 

$

1,500,000.00

 

 

followed by a final installment in an amount equal to the remaining unpaid principal balance of the loans on March 20, 2012. If any installment due date is not a day on which CoBank is open for business, then such payment shall be made on the next day on which CoBank is open for business. In addition to the above, the Company promises to pay interest on the unpaid principal balance hereof 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. 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 1/2 of 1% 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.

 

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IN WITNESS WHEREOF, the parties have caused this Supplement to be executed by their duly authorized officers as of the date shown above.

 

CoBANK ACB

SOUTH DAKOTA

 

 

SOYBEAN PROCESSORS, LLC

 

 

 

 

 

 

By:

 /s/ Pat Schultz

 

By:

/s/ Rodney Christianson

 

 

 

 

 

 

 

Title:

Assistant Corporate Secretary

 

Title:

CEO

 

 

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