**Exhibit 10.23**

 

Loan No. RIB051S01

 

**STATUSED REVOLVINGCREDIT SUPPLEMENT**

 

**THIS SUPPLEMENT** to the Master Loan Agreement dated October 6, 2005, (the “MLA”), isentered 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 June 17, 2004, and **numberedB051 501G.**

 

**SECTION 1. The Revolving Credit****Facility.**On the****ternsand conditions set forth in the MILA and this Supplement, CoBank agrees to makeloans to the Company during the period set forth below in an aggregateprincipal amount not to exceed, at any one time outstanding, the lesser of$16,000,000.00 (the “Commitment”), or the “Borrowing Base” (as calculatedpursuant to the Borrowing Base Report attached hereto as Exhibit A). Within thelimits of the Commitment, the Company may borrow, repay and reborrow.

 

**SECTION 2. Purpose.**The purpose of the Commitment is to finance the inventory andreceivables referred to in the Borrowing Base Report.

 

**SECTION 3. Term.**The****termof the Commitment shall be from the date hereof, up to and including September1, 2006, or such later date as CoBank may, in its sole discretion, authorize inwriting.

 

**SECTION 4. Interest.**TheCompany agrees to pay interest on theunpaid balance of the loans in accordance with one or more of the followinginterest rate options, as selected by the Company:

 

**(A)     Weekly QuotedVariable Rate.**At arate per annum equal at all times to the rate of interest established by CoBankon the first Business Day of each week. The rate established by CoBank shall beeffective until the first Business Day of the next week. Each change in therate shall be applicable to all balances subject to this option and informationabout the then current rate shall be made available upon telephonic request.

 

**(B)     QuotedRate.**At a fixed rate per annum to be quoted by****CoBankin its sole discretion in each instance. Under this option, rates may be fixedon such balances and for such periods, as may be agreeable to CoBank in itssole discretion in each instance, provided that: (1) the minimum fixed periodshall be 30 days; (2) amounts maybe fixed in increments of $100,000.00 ormultiples thereof; and (3) the minimum number of fixes in place at any one timeshall be 5.

 

TheCompany shall select the applicable rate option at the time it requests a loanhereunder and may, subject to the limitations set forth above, elect to convertbalances bearing interest at the variable rate option to one of the fixed rateoptions. Upon the expiration of any fixed rate period, interest shallautomatically accrue at the variable rate option unless the****amount fixed is****repaid or****fixed for anadditional period in accordance with the terms hereof. Notwithstanding theforegoing, rates may not be fixed for periods expiring after the maturity dateof the loans. All elections provided for herein shall be made telephonically orin tiling and must be received by 12:00 Noon Company’s local time. Interestshall be calculated on the actual number of****days each loan isoutstanding on the basis of a year consisting of 360 days and shall be payablemonthly in arrears by the 20th day of the following month****oron such other day in each month as CoBank shall require in a written notice tothe Company.

 

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Statused Revolving Credit SupplementRIB051S01

South Dakota Soybean Processors, LLC

Volga, South Dakota

 

**SECTION 5. Promissory Note.**TheCompany promises to repay the unpaid principal balance of the loans on the daythat is six (6) months after the last day of the term of the Commitment. Inaddition to the above, the Company promises to pay****interest on the unpaid principal balance of the loans at thetimes and in accordance with the provisions set forth in Section 4 hereof. Thisnote replaces and supersedes, but****doesnot constitute payment of the indebtedness evidenced by, the promissory noteset forth in the Supplement being amended and restated hereby.

 

**SECTION 6. Borrowing Base****Reports, Etc.**The Company agreesto furnish a Borrowing Base Report to CoBank at such times or intervals asCoBank may from time to time request. Until receipt of such a request, theCompany agrees to furnish a Borrowing Base Report to CoBank within 30 daysafter each month end calculating the Borrowing Base as of the last day of themonth for which the Report is being furnished. However, if no balance isoutstanding hereunder on the last day of such month, then no Report need befurnished. Regardless of the frequency of the reporting, if at any time theamount outstanding under the Commitment exceeds the Borrowing Base, the Companyshall immediately notify CoBank and repay so much of the loans as is necessaryto reduce the amount outstanding under the Commitment to the limits of theBorrowing Base.

 

**SECTION 7. Letters of****Credit.**If agreeable to CoBank inits sole discretion in****eachinstance, in addition to loans, the Company may utilize the Commitment to openirrevocable letters of credit for its account. Each letter of credit will beissued within a reasonable period of time after receipt of a duly completed andexecuted copy of CoBank’s then current form of application or, if applicable,in accordance with the terms of any CoTrade Agreement between the parties, andshall reduce the amount available under the Commitment by the maximum amountcapable of being drawn thereunder. Any draw under any letter of credit issuedhereunder shall be deemed an advance under the Commitment. Each letter of****credit must be in form and contentacceptable to CoBank and must expire no later than the maturity date of theCommitment. Notwithstanding the foregoing or any other provision hereof, themaximum amount capable of being drawn under each letter of credit must bestatused 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 ofbeing drawn under the letters of credit exceeds the Borrowing Base, then theCompany shall immediately notify CoBank and pay to CoBank (to be held as cashcollateral) an amount equal to such excess.

 

**SECTION 8. Commitment Fee.**Inconsideration of the Commitment, the Company agrees to pay to CoBank acommitment fee on the average daily unused portion of the Commitment at therate of 1/4 of 1% per annum (calculated on a 360 day basis), payable monthly inarrears by the 20th day following each month. Such fee shall be payable foreach month (or portion thereof) occurring during the original or any extendedterm of the

 

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Commitment. For purposes of calculating thecommitment fee only, the “Commitment” shall mean the dollar amount specified inSection 1 hereof, irrespective of the Borrowing Base.

 

**IN WITNESS WREREOF**,the parties have caused this Supplement to be executed by their duly authorizedofficers 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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