Exhibit 10.21


 


MASTER LOAN AGREEMENT


 


THIS MASTER LOAN AGREEMENT is entered into as of October 6, 2005,
between CoBANK, ACB (“CoBank”) and SOUTH DAKOTA SOYBEAN PROCESSORS, LLC, Volga,
South Dakota (the “Company”).


 


BACKGROUND


 


CoBank
and the Company are parties to a Master Loan Agreement dated June 14, 2004,
(the “Existing Agreement”). Pursuant to the terms of the Existing Agreement,
the parties entered into one or more Supplements thereto. CoBank and the
Company now desire to amend and restate the Existing Agreement and to apply
such new agreement to the existing Supplements, as well as any new Supplements
that may be issued thereunder. For that reason and for valuable consideration
(the receipt and sufficiency of which are hereby acknowledged), CoBank and the
Company hereby agree that the Existing Agreement shall be amended and restated
to read as follows:


 


SECTION 1. Supplements. In the event the Company desires to borrow
from CoBank, and CoBank is willing to lend to the Company, or in the event
CoBank and the Company desire to consolidate any existing loans hereunder, the
parties will enter into a Supplement to this agreement (a “Supplement”). Each
Supplement will set forth the amount of the loan, the purpose of the loan, the
interest rate or rate options applicable to that loan, the repayment terms of
the loan, and any other terms and conditions applicable to that particular loan.
Each loan will be governed by the terms and conditions contained in this
agreement and in the Supplement relating to the loan. As of the date hereof,
the following the following Supplements are outstanding and shall be governed
by the terms and condition& hereof: (a) the Statused Revolving Credit
Supplement dated as of October 6, 2005, and numbered RIBO51S01 and (b) the Revolving
Term Loan Supplement dated as of October 6,2005, and numbered R1B051T05.


 


SECTION 2. Availability. Loans will be made available on any day on
which CoBank and the Federal Reserve Banks are open for business upon the
telephonic or written request of the Company. Requests for loans must be
received no later than 12:00 Noon Company’s local time on the date the loan is
desired. Loans will be made available by wire transfer of immediately available
funds to such account or accounts as maybe authorized by the Company. The
Company shall furnish to CoBank a duly completed and executed copy of a CoBank
Delegation and Wire and Electronic Transfer Authorization Form, and CoBank
shall be entitled to rely on (and shall incur no liability to the Company in
acting on) any request or direction furnished in accordance with the terms
thereof.


 


SECTION 3. Repayment. The Company’s obligation to repay each loan
shall be evidenced by the promissory note set forth in the. Supplement relating
to that loan or by such replacement note as CoBank shall require. CoBank shall
maintain a record of all loans, the interest accrued thereon, and all payments
made with respect thereto; and such record shall, absent proof of manifest
error, be conclusive evidence of the outstanding principal and interest on the
loans. All payments shall be made by wire transfer of immediately available
funds, by check, or by automated clearing house-or other similar cash handling
processes as specified by separate agreement between the Company and CoBank.
Wire transfers shall be made to ABA No. 307088754 for advice to and credit of
CoBank (or to such other account as CoBank may direct by notice)1 The Company
shall give CoBank telephonic notice no- later than 12:00 Noon Company’s local
time of its intent to pay by wire and funds received after 3:00 p.m.Company’s
local time shall be credited on the next business day. Checks shall be wailed
to CoBank,


 

















 


Master Loan Agreement REBO5 1


South Dakota Soybean Processors, LLC


Volga,
South Dakota


 


Department
167, Denver, Colorado 80291-0167 (or to such other place as CoBank may direct
by notice). Credit for payment by check will not be given until the later of:
(a) the day on which CoBank receives immediately available funds; or (b) the
next business day after receipt of the check


 


SECTION
4. Capitalization. The Company
agrees to purchase such equity in CoBank as CoBank may from time to time require in accordance with its Bylaws.
However, the maximum amount of equity. which the Company shall be obligated to
purchase in connection with any loan may not exceed the maximum amount
permitted by the Bylaws at the time the Supplement relating to that loan is
entered into or such loan is renewed or refinanced by CoBank.


 


SECTION
5. Security. The Company’s
obligations under this agreement, all Supplements (whenever executed), and all
instruments and documents contemplated hereby or thereby, shall be secured by a
statutory first lien on all equity which the Company may now own or hereafter
acquire in CoBank. In addition, the Company’s obligations under each Supplement
(whenever executed) and this agreement shall be secured by a first lien
(subject only to exceptions approved in writing by CoBank) pursuant to all
security agreements, mortgages, and deeds of trust executed by the Company in favor
of CoBank, whether now existing or hereafter entered into. As additional
security for those obligations:


(i)
the Company agrees to grant to CoBank, by means of such instruments and
documents as CoBank shall require a first priority lien on such of its other
assets, whether now existing or hereafter acquired, as CoBank may from time
to time require; and (ii) the Company agrees to grant to CoBank, by means of
such instruments and documents as CoBank shall require, a first priority lien
on all realty which the Company may from time to time acquire after the date
hereof.


 


SECTION
6. Conditions Precedent.


 


(A)       Conditions to Initial
Supplement. CoBank’s
obligation to extend credit under the initial Supplement
hereto is subject to the conditions precedent that CoBank receive, in form and
content satisfactory to CoBank, a duly executed copy of this agreement and all
instruments and documents contemplated hereby.


 


(B)       Conditions to Each
Supplement. CoBank’s
obligation to extend credit under each Supplement, including the initial
Supplement, is subject to the conditions precedent that CoBank receive, in font
and content satisfactory to CoBank, each of the following:


 


(i)       Supplement. A duly executed copy of the Supplement and
all instruments and documents contemplated thereby.


 


(ii)      Evidence of Authority. Such certified board resolutions,
certificates of incumbency, and other evidence that CoBank may require that the
Supplement, all instruments and document executed in connection therewith,
arid, in the case of initial Supplement hereto, this agreement and all
instruments and documents executed in connection herewith, have been duly
authorized and executed.


 


(iii)     Fees and Other Charges. All fees arid other charges provided
for herein or in the Supplement.


 


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(iv)    Evidence of Perfection, Etc. Such evidence as CoBank may require that
CoBank has a duly perfected first priority lien on all security for the
Company’s obligations, and that the Company is in compliance with Section 8(D)
hereof.


 


(C)       Conditions to Each Loan. CoBank’s
obligation under each Supplement to make any loan to the Company thereunder is
subject to the condition that no “Event of Default’ (as defined in Section 11
hereof) or event which with the giving of notice and/or the passage of time
would become an Event of Default hereunder (a ‘Potential Default”), shall have
occurred and be continuing.


 


SECTION 7. Representations
and Warranties.


 


(A)      This Agreement. The Company represents and warrants to CoBank that as of the date of this Agreement:


 


(i)       Compliance. The Company and, to the extent contemplated
hereunder, each “Subsidiary” (as
defined below); is in compliance with
all of the terms of this agreement,
and no Event of Default or Potential Default exists
hereunder.


 


(ii)      Subsidiaries. The
Company has the following “Subsidiary(ies)” (as defined below): Urethane Soy
Systems Company. For purposes hereof a “Subsidiary” shall mean a corporation of
which shares of stock having ordinary voting power to elect a majority of the
board of directors or other managers of such corporation are owned, directly or
indirectly, by the Company.


 


(B)       Each Supplement. The execution by the Company pf each
Supplement hereto shall


 


constitute
a representation and warranty to CoBank that:


 


(i)       Applications. Each representation and warranty and all
information set forth in any application or other documents submitted in
connection with, or to induce CoBank to enter into, such Supplement, is correct
in all material respects as of the date
of the Supplement.


 


(ii)      Conflicting Agreements, Etc.
This agreement, the
Supplements, and all security and other instruments and documents relating
hereto and thereto (collectively, at any time, the “Loan Documents”), do not
conflict with, or require the consent of any party to, any other agreement to
which the Company is a party or by which it or its property may be bound or
affected, and do not conflict with any provision of the Company’s bylaws,
articles of incorporation, or other organizational documents.


 


(iii)     Compliance. The
Company and, to the extent contemplated hereunder, each Subsidiary, is
in compliance with all of the terms of
the Loan Documents (including, without limitation, Section 8(A) of this agreement on eligibility to borrow from CoBank).


 


(iv)    Binding Agreement. The Loan Documents create legal, valid, and
binding obligations of the
Company which are enforceable in accordance with their terms, except to the
extent that enforcement may be limited by applicable bankruptcy, insolvency, or
similar laws affecting creditors’ rights generally.


 


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SECTION 8. Affirmative Covenants; Unless
otherwise agreed to in writing by CoBank
while this agreement is in effect, the Company agrees to and with respect to
Subsections 8(B) through 8(G) hereof, agrees to cause each Subsidiary to:


 


(A)       Eligibility. Maintain its status as an entity eligible
to borrow from CoBank.


 


(B)        Corporate Existence,
Licenses, Etc. (i) Preserve
and keep in fill force and effect its existence and good standing in the
jurisdiction of its incorporation
or formation; (ii) qualify and remain qualified to transact business in all
jurisdictions where such qualification is required; and (iii) obtain and
maintain all licenses, certificates, permits, authorizations, approvals, and
the like which are material to the conduct of its business or required by law,
rule, regulation, ordinance, code, order, and the like (collectively, “Laws”).


 


(C)        Compliance with Laws. Comply in all material respects with all
applicable Laws, including, without limitation, all Laws relating to
environmental protection and any patron or member investment program that it
may have. In addition, the Company agrees to cause all persons occupying or
present on any of its properties, and to cause each Subsidiary to cause all
persons occupying or present on any of its properties, to comply in all
material respects with all
environmental protection Laws.


 


(D)       Insurance. Maintain insurance with insurance companies or associations acceptable
to CoBank in such amounts and covering such risks as are usually carried by
companies engaged in the same or similar business and similarly situated, and
make such increases in the type or amount of coverage as CoBank may request.
All such policies insuring any collateral for the Company’s obligations to
CoBank shall have mortgagee or lender loss payable clauses or endorsements in
form and content acceptable to CoBank. At CoBank’s request, all policies (or
such other proof of compliance with this Subsection as may be satisfactory to
CoBank) shall be delivered to CoBank.


 


(E)        Property Maintenance. Maintain all of its property that is
necessary to or useful in the proper conduct of its business in good working
condition, ordinary wear and tear excepted.


 


(F)        Books
and Records. Keep adequate records and books of account in which complete entries will be made in accordance
with generally accepted accounting principles (“GAAS”) consistently applied.


 


(G)       Inspection. Permit CoBank or is agents, upon reasonable
notice and during normal business hours or at such other times as the parties
may agree, to examine its properties, books, and records, and to discuss its
affairs, finances, and accounts, with its respective officers, directors,
employees, and independent certified public accountants.


 


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(H)       Reports and Notices.
Furnish to CoBank:


 


(i)      Annual
Financial Statements. As soon as available, but in no event more than 90 days
after the end of each fiscal year of the Company occurring during the term
hereof, annual consolidated and consolidating financial statements of the
Company and its consolidated Subsidiaries, if any, prepared in accordance with GAAP consistently applied. Such
financial statements shall: (a) be audited by independent certified public
accountants selected by the Company and acceptable to CoBank; (b) be
accompanied by a report of such accountants containing an opinion thereon
acceptable to CoBank; (c) be prepared in reasonable detail and in
comparative form; and (d) include a balance sheet, a statement of income, a
statement of retained earnings, a statement of cash flows, and all notes and
schedules relating thereto.


 


(ii)      Interim Financial
Statements. As soon as
available, but in no event more than -30 days after the end of
each month (other than the last month in each fiscal year of the Company), a
consolidated balance sheet of the Company and its consolidated Subsidiaries, if
any, as of the end of such month, a consolidated statement of income for the
Company and its consolidated Subsidiaries, if any, for such period and for the period year to date,
and such other interim statements as CoBank may specifically request, all
prepared in reasonable detail and in comparative form in accordance with GAAS
consistently applied and, if required by written notice from CoBank, certified
by an authorized officer or employee of the Company acceptable to CoBank.


 


(iii)     Notice of Default. Promptly after becoming aware thereof,
notice - of the occurrence of an Event of Default or a
Potential Default.


 


(iv)    Notice of Non-Environmental
Litigation. Promptly after
the commencement -thereof, notice of the commencement of all
actions, suits, or proceedings before any court, arbitrator, or governmental
department, commission, board, bureau, agency, or instrumentality affecting the
Company or any Subsidiary which, if determined adversely to the Company or any
such Subsidiary, could have~ a material adverse effect on the financial
condition, properties, profits, or operations of the Company or any such
Subsidiary.


 


(v)     Notice of Environmental
Litigation, Etc. Promptly
after receipt thereof, notice of the receipt of all pleadings, orders,
complaints, indictments, or any other communication alleging a condition that
may require the Company or any Subsidiary to undertake or to contribute to a
cleanup or other response under environmental Laws, or which seek penalties,
damages, injunctive relief, or criminal sanctions related to alleged violations
of such Laws, or which claim personal injury or property damage to any person
as a result of environmental factors or conditions.


 


(vi)    Bylaws and Articles. Promptly after any change in the Company’s
bylaws or articles of incorporation (or like documents), copies of all such changes,
certified by the Company’s


 


Secretary.


 


(vii)   Other Information. Such other information regarding the
condition or operations, financial or otherwise, of the Company or any
Subsidiary as CoBank may from time to time reasonably request, including but
not limited to copies of all pleadings, notices, and communications referred to
in Subsections 8(H)(iv) and (v) above.


 


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SECTION 9. Negative Covenants. Unless otherwise agreed to in writing by
CoBank, while this agreement is in effect the Company will not and will not
permit its Subsidiaries to:


 


(A)    Borrowings. 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
the deferred purchase price of property or services, except fort (i) debt to
CoBank; (ii) accounts payable to trade creditors incurred in the ordinary
course of business; (iii) current operating liabilities (other than for
borrowed -money) incurred in the ordinary course of business; (iv) indebtedness
of the


 


Company under its member or patron investment
program, provided, however, that such indebtedness is expressly stated to be
subordinate in right of payment to all obligations of the Company to CoBank;
(v) debt of the Company to Urethane Soy Systems Company’s shareholders in an
amount not to exceed $l,782,000.00, but no extensions, renewals and
refinancings thereof; and (vi) debt of the Company to miscellaneous creditors in an aggregate
amount not to exceed $1,000,000.00.


 


(B)     Liens. Create, incur, assume, or allow to exist any
mortgage, deed of trust, pledge, lien (including the lien of an attachment,
judgment, or execution), security interest, or - other encumbrance of
any kind upon any of its property, real or peráonal (collectively, “Liens”).
The foregoing restrictions shall not apply to: (i) Liens in favor of CoBank;
(ii) Liens for taxes, assessments, or governmental charges that are not past
due; (iii) Liens and deposits under workers’ compensation, unemployment
insurance, and social security Laws; (iv) Liens and deposits to secure the
performance of bids, tenders, contracts (other than contracts for the payment
of money), and like obligations arising in the ordinary course of business as
conducted on the date hereof; (v) Liens imposed by Law in favor of mechanics,
materialmen, warehousemen, and like persons that secure obligations that are
not past due; (vi) easements, rights-of-way, restrictions, and other similar encumbrances
which, in the aggregate, do not materially interfere with the occupation, use;
and enjoyment of the property or assets encumbered thereby in the normal course
of its business or materially impair the value of the property subject thereto;
(vii) Liens existing on the date hereof in favor of Urethane Soy Systems
Company shareholders to secure indebtedness permitted hereunder; and (viii)
Liens to miscellaneous creditors to secure indebtedness permitted hereunder.


 


(C)     Mergers, Acquisitions, Etc. Merge or consolidate with- any other entity
or acquire all or a material part of the assets of any person or entity, or
form or create any new Subsidiary or affiliate, or commence operations under
any other name, organization, or entity, including any joint venture.


 


(D)     Transfer of Assets. Sell, transfer, lease, or otherwise dispose
of any of its assets, except in the ordinary course of business.


 


(E)     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 contribution to, or otherwise invest in any person or entity, or
form or create any partnerships or joint ventures except trade credit extended
in the ordinary course of business.


 


(F)     Contingent Liabilities. Assume, guarantee, become liable as a
surety, endorse, contingently agree to purchase, or otherwise be or become
liable, directly or indirectly (including, but not -limited to, by means of a
maintenance agreement, an asset or stock purchase agreement, or any other
agreement designed to ensure any creditor against loss), for or on account of
the obligation of any person or entity, except by the endorsement of negotiable
instruments for deposit or collection or similar


 


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transactions
in the ordinary course of the Company’s business


 


(G)     Change in Business. Engage in any business activities or
operations substantially different from or unrelated to the Company’s present
business activities or operations.


 


(H)     Dividends, Etc. Declare or pay any dividends, or make any
distribution of assets to the stockholders, or purchase, redeem, retire or
otherwise acquire for value any of its capital stock, or allocate or otherwise
set apart any sum for any of the foregoing except that in any fiscal year,
provided the Company is operating on a profitable basis and there is no Event
of Default under the terms hereunder, the Company may distribute earnings in
the form of cash.


 


(E)     Leases. Create, incur, assume, or permit to exist any obligation as lessee under operating leases
or leases which should be capitalized in accordance with GAAP for the rental or
hire of any real or personal
property, except: (i) leases of soybean oil storage tank space with aggregate
annual payments not to exceed
$400,000.00; (ii) leases of up to 400 tanker and/or hopper railroad cars under
terms and conditions acceptable to CoBank; (iii) leases of other railroad cars,
excluding those allowed in (ii) above, with original maturities of less than
sixty (60) months at the Company’s discretion; and (iv) other leases,
excluding those allowed above, which do not in the aggregate require the Company to make scheduled payments to the
lessors in any fiscal year of the Company during the term hereof in excess of $550,000.00.


 


SECTION 10. Financial
Covenants. Unless
otherwise agreed to in writing, while this agreement is in effect:


 


(A)     Working
Capital. The Company and its consolidated Subsidiaries will have at the end
of each period for which financial statements are required to be furnished
pursuant to Section 8(11) hereof an excess of consolidated current assets over
consolidated current liabilities (both as determined in accordance with GAAP
consistently appl4ed) of not less than $6,000,000.00, except that in determining
consolidated current assets any amount available under the Revolving Term Loan
Supplement hereto (less  the amount that
would be considered a current liability under GAAP if fully advanced) shall be
included, and except that in determining consolidated current liabilities, any
outstanding principal balance under the Revolving Credit Supplement hereto
shall be included.


 


(B)     Debt
Service Coverage Ratio. The Company and its consolidated Subsidiaries will
have at the end of each fiscal year of the Company a. debt Service Coverage
Ratio” (as defined below) for such fiscal year of not less than 1.2 to 1.0. For
purposes hereof, the term “Debt Service Coverage Ratio” shall mean the
following (all as calculated on a consolidated basis for the most current year
end in accordance with GAAP consistently applied, except as indicated): (i) net
income (after taxes), plus depreciation and amortization, minus non-cash
patronage income, minus gain (+ loss) on the minority interest of Subsidiary;
divided by (ii) all current portion of long term debt for the prior period
(previous year end).


 


SECTION 11. Events of Default. Each of the following shall constitute an
“Event Default” under this agreement:


 


(A)    Payment Default. The Company should fail to make any payment to, or to purchase any equity in, CoBank when due.


 


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(B)     Representations and Warranties. Any representation - or warranty made or
deemed made by the Company herein or in any Supplement, application, agreement,
certificate, or other document related to or furnished in connection with this
agreement or any Supplement, shall prow to have been false or misleading in any
material respect on or as of the date made or deemed made.


 


(C)     Certain Affirmative
Covenants. The Company or,
to the extent required-hereunder, any Subsidiary should fail to perform or
comply with Sections 8(A) through 8(H)(ii), 8(l1)(vi) or any reporting covenant
set forth in any Supplement hereto, and such failure continues for 15 days
after written notice thereof shall have been delivered by CoBank to the
Company.


 


(D)     Other Covenants and
Agreements. The Company or,
to the extent required hereunder, any Subsidiary should fail to perform or
comply with any other covenant or agreement contained herein or in any other
Loan Document or shall use the proceeds of any loan for an unauthorized
purpose.


 


(E)     Cross-Default. The Company should, after any applicable
grace period, breach or be in default under the terms of any other agreement
between the Company and CoBank.


 


(F)     Other Indebtedness. The Company or any Subsidiary should fail to
pay when due any indebtedness to any other person or entity for borrowed money
or any long-tent obligation for the deferred purchase price of property
(including any capitalized lease), or any other event occurs which, under any
agreement or instrument relating to such indebtedness or obligation, has the
effect of accelerating or permitting the -acceleration of such indebtedness or
obligation, whether or not such indebtedness or obligation is actually
accelerated or the right to accelerate is conditioned on the giving of notice,
the passage of time, or otherwise,


 


(G)     Judgments. A judgment, decree, or order for the payment of
money shall be rendered against the Company or any Subsidiary and either: (i)
enforcement proceedings shall have been commenced, (ii) a Lien prohibited under
Section 9(B) hereof shall have been obtained; or (iii) such judgment, decree,
or order shall continue unsatisfied and in effect for a period of 20 consecutive
days without being vacated, discharged, satisfied, or stayed pending appeal.


 


(H)     Insolvency, Etc. The Company or any Subsidiary shall: (i)
become insolvent or shall generally not, or shall be unable to, or shall admit
in writing its inability to, pay its debts as they come -due; or (ii) suspend
its business operations or a material part thereof or make an assignment for
the benefit of creditors; or (iii) apply for, consent to, or acquiesce in the
appointment of a trustee, receiver, or other custodian for it or any of its
property or, in the absence of such application, consent, or acquiescence, a
trustee, receiver, or other custodian is so appointed, or (iv) commence or have
commenced against it any -proceeding under any bankruptcy, reorganization,
arrangement, readjustment of debt, dissolution, or liquidation Law of any
jurisdiction.


 


(I)      Material Adverse Change. Any material adverse change occurs,
as reasonably-determined by CoBank, in the Company’s financial condition,
results of operation, or ability to perform its obligations hereunder or under
any instrument or document contemplated hereby.


 


(J)      Revocation of Guaranty. Any guaranty, suretyship, subordination
agreement, maintenance agreement, or other agreement furnished in connection
with the Company’s obligations hereunder and under any Supplement shall, at any
time, cease to be in full force and effect, or shall be revoked or declared
null and void, or the validity or enforceability thereof shall be contested by
the


 


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guarantor, surety or other maker thereof (the
“Guarantor”), or the Guarantor shall deny any further liability or
obligation thereunder, or shall fail to perform its obligations thereunder, or
any representation or warranty set forth therein shall be breached, or the
Guarantor shall breach or be in default under the terms of any other agreement with CoBank
(including any loan agreement or security agreement), or a default set forth in
Subsections (F) through (B) hereof shall occur with respect to the Guarantor.


 


SECTION 12. Remedies. Upon the occurrence and during the continuance of an Event of
Default or any Potential Default, CoBank shall have no obligation to continue
to extend credit to the Company and may discontinue doing so at any time
without prior notice. For all purposes hereof, the term “Potential Default”
means the occurrence of any event which, with the passage of time or the giving
of notice or both would become an Event of Default. In addition, upon the
occurrence and during the continuance of any Event of Default, CoBank may, upon
notice to the Company, terminate any commitment and declare the entire unpaid
principal balance of the loans, all accrued interest thereon, and all other
amounts payable under this agreement, all Supplements, and the other Loan
Documents to be immediately due and payable. Upon such a declaration, the
unpaid principal balance of the loans and all such other amounts shall become
immediately due and payable, without protest, presentment, demand, or further
notice of any kind, all of which are hereby expressly waived by the Company. In
addition, upon such an acceleration:


 


(A)     Enforcement. CoBank may proceed to protect, exercise, and
enforce such rights and remedies as may be provided by this agreement, any
other Loan Document or under Law. Each and every one of such rights and
remedies shall be cumulative and may be exercised from time to time, and no
failure on the part of CoBank to exercise, and no delay in exercising, any
right or remedy shall operate as a waiver thereof, and no single or partial
exercise of any right or remedy shall preclude any other or future exercise
thereof, or the exercise of any other right. Without limiting the foregoing,
CoBank may hold and/or set off and apply against the Company’s obligations to
CoBank the proceeds of any equity in CoBank, any cash collateral held by
CoBank, or any balances held by CoBank for the Company’s account (whether or
not such balances are then due).


 


(B)     Application of Funds. CoBank may apply all payments received by it
to the Company’s obligations to CoBank in such order and manner as CoBank may
elect in its sole discretion.


 


In
addition to the rights and remedies set forth above: (i) if the Company fails
to purchase any equity in CoBank when required or fails to make any payment to
CoBank when due, then at CoBank’s option in each instance, such payment shall
bear interest from the date due to the date paid at 4% per annum in excess of
the rate(s) of interest that would otherwise be in effect on that loan; and
(ii) after the maturity of any loan (whether as a result of acceleration or.
otherwise), the unpaid principal balance of such loan (including without
limitation, principal, interest, fees and expenses) shall automatically bear
interest at 4% per annum in excess of the rate(s) .of interest that would
otherwise be in effect on that loan. All interest provided for herein shall be
payable on demand and shall be calculated on the basis of a year consisting of
360 days.


 


SECTION 13. Broken Funding Surcharge. Notwithstanding any provision contained in
any Supplement giving the Company the right to repay any loan prior to the
-date it would otherwise be  due
and payable, the Company agrees to-provide three Business Days’ prior written
notice for any prepayment of a fixed rate balance and that in the event it
repays any fixed rate balance prior to its scheduled due date or prior to the
last day of the fixed rate period applicable thereto (whether such Master 


 


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payment
is made voluntarily, as a result of an acceleration, or otherwise), the Company
will pay to CoBank a surcharge in an amount equal to the greater of: (i) an
amount which would result in CoBank being made whole (on a present value basis) for the actual or imputed funding
losses incurred by CoBank as a result thereof or (ii) $300.00. Notwithstanding
the foregoing, in the event any fixed rate balance is repaid as a result of the
Company refinancing the loan with another lender or -by other means, then in
lieu of the foregoing, the Company shall pay to CoBank a surcharge in an amount
sufficient (on a present value basis) to enable CoBank to maintain the yield it
would have earned during the fixed rate period on the amount repaid. Such
surcharges will be calculated in accordance with methodology established by
CoBank (a copy of which will be made available to the Company upon request).


 


SECTION 14. Complete Agreement, Amendments. This
agreement, all Supplements, and all other instruments and documents
contemplated hereby and thereby, are intended by the parties to be a complete
and final expression of their agreement. No amendment, - modification, or waiver of any provision hereof or thereof, and
no consent to any departure by the Company herefrom or therefrom, shall be
effective unless approved by CoBank and contained in a writing signed by or on
behalf of CoBank, and then such waiver or consent shall be effective only in
the specific instance and for the specific -purpose for which given. In the event this agreement is amended
or restated, each such amendment or restatement shall be applicable to all
Supplements hereto.


 


SECTION 15. Other Types of Credit. From time to time, CoBank may issue letters
of credit or extend other types of credit to or for the account of the Company.
In the event the parties desire to. do so under the terms of this agreement,
such extensions of credit may be set forth in any Supplement hereto and this
agreement shall be applicable thereto.


 


SECTION 16. Applicable Law. Except to the extent governed by applicable
federal law, this agreement and each Supplement shall be governed by and
construed in accordance with the laws of the State of Colorado, without
reference to choice of law doctrine.


 


SECTION 17. Notices. All notices hereunder shall be in writing and shall be deemed to be
duly given upon delivery if personally delivered or sent by telegram or
facsimile transmission, or three days after mailing if sent by express,
certified or registered mail, to the parties at the following addresses (or
such other address for a party as shall be specified by like notice):


 


	
  If to CoBank, as follows:

  	
   

  	
  If to the Company, as follows:

  
	
  For general correspondence purposes:

  	
   

  	
  South Dakota Soybean Processors, LLC

  
	
  P.O.Box 5110

  	
   

  	
  Box500

  
	
  Denver, Colorado 80217-5110 -

  	
   

  	
  Volga, South Dakota 57071

  
	
  For direct delivery purposes, when desired:

  	
   

  	
  Attention: CEO

  
	
  5500 South Quebec Street

  	
   

  	
  Fax No.: (605) 627-5869

  
	
  Greenwood Village, Colorado 80111-1914

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attention: Credit
  Information Services

  	
   

  	
   

  
	
  Fax No: (303)224-6101

  	
   

  	
   

  



 


SECTION
18. Taxes and Expenses. To the extent allowed by law, the Company agrees to pay all reasonable
out-of-pocket costs and expenses (including the fees and expenses of counsel
retained or employed by CoBank) incurred by CoBank and any participants from
CoBank in connection with the


 


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origination, administration,
collection, and enforcement of this agreement and the other Loan Documents,
including, without limitation, all costs and expenses incurred in perfecting,
maintaining, determining priority of; and releasing any security for the
Company’s obligations to CoBank, and any stamp, intangible, transfer, or like
tax payable in connection with this agreement or any other Loan Document.


 


SECTION 19. Effectiveness and Severability.
This agreement shall continue in effect until: (i) all indebtedness and
obligations of the Company under this agreement, all Supplements, and all other
Loan Documents shall have been paid or satisfied; (ii) CoBank has no commitment
to extend credit to or for the account of the Company under any Supplement; and
(iii) either party sends written notice to the other terminating this
agreement. Any provision of this agreement or any other Loan Document which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof or thereof.


 


SECTION 20. Successors and Assigns. This agreement, each Supplement and the other
Loan Documents shall be binding upon and inure to the benefit of the Company
and CoBank and their respective successors and assigns, except that the Company
may not assign or transfer its rights or obligations under this agreement, any
Supplement or any other Loan Document without the prior written consent of
CoBank.


 


SECTION 21. Participations, Etc.
From time to time, CoBank may sell to one or more banks, financial institutions
or other lenders a participation in one or more of the loans or other
extensions of -credit made pursuant to this agreement. However, no such
participation shall relieve CoBank of any commitment made to the Company under
any Supplement hereto. In connection with the foregoing, CoBank may disclose
information concerning the Company and its Subsidiaries to any participant or
prospective participant, provided that such participant or prospective
participant agrees to keep such information confidential. A sale of
participation interest may include certain voting rights of the participants
regarding the loans hereunder (including without limitation the administration,
servicing and enforcement thereon. CoBank agrees to give written notification
to the Company of any sale of participation interests.


 


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


 


	
  CoBANK, ACB

  	
  SOUTH DAKOTA

  
	
   

  	
   

  	
  SOY BEAN PROCESSORS, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Pat Schultz

  	
   

  	
  By:

  	
  /s/ Rodney Christianson

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title: 

  	
  Assistant Corporate Secretary

  	
   

  	
  Title:

  	
  CEO

  	
   

  



 


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