Loan No. B051SO1E
STATUSED REVOLVING CREDIT SUPPLEMENT
THIS SUPPLEMENT to the Master Loan Agreement dated September 15, 1995 (the
"MLA"), is entered into as of May 17, 2001 between CoBANK, ACB ("CoBank") and
SOUTH DAKOTA SOYBEAN PROCESSORS, VOLGA, SOUTH DAKOTA (the "Company"), and amends
and restates the Supplement dated October 1, 1998 and numbered B051SO1D.
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
in an aggregate principal amount not to exceed, at any one time outstanding, the
lesser of the "Borrowing Base" (as calculated pursuant to the Borrowing Base
Report attached hereto as Exhibit A) or the following amounts during each
commitment period (the "Commitment"):
REVOLVING PERIOD AMOUNT OF COMMITMENT
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February 1 through September 30, in each year $2,000,000.00
thereafter
October 1 through January 31, in each year $6,000,000.00
thereafter
Within the limits of the Commitment, the Company may borrow, repay pursuant to
the terms hereof, 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. Notwithstanding the foregoing, the Commitment shall be
automatically extended for an additional year unless on or before March 1 in any
year (the "Notification Date"), either party receives written notice from the
other to the contrary. If on or before the Notification Date, CoBank grants a
short-term extension of the Commitment, then the Notification Date shall be
extended for a like period, and in the event neither party receives written
notice from the other to the contrary on or before such extended Notification
Date (or any further extension so granted), then the Commitment shall be
automatically extended for an additional year as provided above. All annual
extensions shall be measured from, and effective as of, April 1 in any year.
SECTION 4. INTEREST. The Company agrees to pay interest on the unpaid
principal balance of each loan in accordance with one or more of the
following interest rate options, as selected by the Company:
(A) VARIABLE RATE OPTION. 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 may not exceed CoBank's National Variable Rate
(as hereinafter defined) on that day, and 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. For purposes hereof, the
National Variable Rate shall mean the rate of interest established by CoBank
from time to time as its National Variable Rate, which Rate is intended by
CoBank to be a reference rate and not its lowest rate. The National Variable
Rate will change on the date established by CoBank as the effective date of any
change therein and CoBank agrees to notify the Company promptly after any such
change.
(B) FIXED RATE OPTION. 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 (including periods extending beyond the
maturity date of the loans (as set forth in Section 5 hereof)) as may be
agreeable to CoBank in its sole discretion in each instance. In the event CoBank
consents to one or more balances being fixed for a period or periods extending
beyond the maturity date but the Commitment is not renewed, then each such
balance shall be due and payable on the last day of its fixed rate period and
Section 5 hereof shall, for each such balance, be deemed amended accordingly.
The Company shall select the applicable rate option at the time it requests a
loan hereunder and may, on any Business Day, elect to convert balances bearing
interest at the variable rate option to the fixed rate option. In addition,
prior to the expiration of any fixed rate period, the Company may, subject to
Section 12 of the MLA, repay any fixed rate balance, convert any fixed rate
balance to the variable rate option, or refix the rate at a new rate to be
quoted by CoBank. Upon the expiration of any fixed rate period, the Company may,
subject to the terms hereof, refix the rate or convert the rate to the variable
rate option. In the absence of any such election, interest shall automatically
accrue at the variable rate option. 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.
SECTION 5. PROMISSORY NOTE. The Company promises to repay the unpaid
principal balance of the loans on the first CoBank business day following the
last day of the term of the Commitment, except that on February 1, the Company
promises to pay so much of the loans as is necessary to reduce the outstanding
balance of the loans to the limit 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 45 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. In addition to loans and if agreeable to
CoBank in its sole discretion in each instance, the Company may utilize the
Commitment to open irrevocable letters of credit for its account. Each letter of
credit shall reduce the amount available under the Commitment by the maximum
amount capable of being drawn thereunder. The rights and obligations of the
parties with respect to each letter of credit will be governed by the
Reimbursement Agreement attached hereto as Exhibit B (which rights and
obligations shall be in addition to the rights and obligations of the parties
hereunder and under the MLA). 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 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. 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 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.
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
By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxxx Xxxxx
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Title: Assistant Corporate Secretary Title: CFO
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