Exhibit 10.1


 


                                                                                                                                                                   Amendment No. RIB051B


 


 


AMENDMENT


TO THE


MASTER LOAN AGREEMENT


 


                THIS AMENDMENT is entered into as of
October 10, 2007, 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 October 6, 2005
(such agreement, as previously amended, is hereinafter referred to as the “MLA”).
CoBank 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), CoBank and the Company agree as follows:


 


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


 


                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(H) hereof an excess of consolidated
current assets over consolidated current liabilities (both as determined in
accordance with GAAP consistently applied) of not less than $6,500,000.00.
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.


 


2.                                       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.


 


	
  CoBANK,
  ACB

  	
   

  	
   

  	
   

  	
  SOUTH
  DAKOTA SOYBEAN

  
	
   

  	
   

  	
   

  	
   

  	
  PROCESSORS,
  LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Pat Schultz

  	
   

  	
   

  	
  By:

  	
  Rodney Christianson

  	
   

  
	
  Title:

  	
  Assistant Corporate
  Secretary

  	
   

  	
   

  	
  Title:

  	
  CEO

  	
   

  
										



 

















 


 


                                                                                                                                                                          LoanNo.
RlBO5ISOIC


 


 


STATUSED REVOLVING CREDIT SUPPLEMENT


 


                THIS SUPPLEMENT to the Master Loan
Agreement dated October 6, 2005 (the “MLA”), is entered into as of October 10,
2007 between CoBANK, ACB (“CoBank”)
and SOUTH DAKOTA SOYBEAN PROCESSORS, LLC,
Volga, South Dakota (the “Company’), and amends and restates the
Supplement dated June 6,2007 and numbered RIBO51SO1B.


 


                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 $28,000,000.00 (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 loans 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 $l00,000.00 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
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 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 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 receipt of a duly completed and executed copy
of CoBank’s then current form of application 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 an advance under the Commitment. 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.


 


2

















 


                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. 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.


 


 


                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:

  	
  Rodney Christianson

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Assistant Corporate
  Secretary

  	
   

  	
   

  	
  Title:

  	
  CEO

  	
   

  
									



 


 


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