**Exhibit 10.22**

 

STATUSED REVOLVING CREDIT SUPPLEMENT

 

**THIS SUPPLEMENT** to the Master LoanAgreement dated October 6, 2005 (the “MLA”), is entered into as of December 28,2007, between CoBANK, ACB  (“CoBank”) andSOUTH DAKOTA SOYBEAN PROCESSORS, LLC, Volga, South Dakota (the “Company”), andamends and restates the Supplement dated October 10, 2007 and numberedRIB051SO1G.

 

**SECTION 1.  TheRevolving Credit Facility**.  Onthe terms and conditions set forth in the MLA and this Supplement, CoBankagrees to make loans to the Company in an aggregate principal amount not toexceed, at any one time outstanding, the lessor of the “Borrowing Base” (ascalculated pursuant to the Borrowing Base Report attached hereto as Exhibit A)or the following amounts during each commitment period: (1) $38,000,000.00during the period commencing on the date hereof, and ending on and including June 1,2008; and (2) $28,000,000.00 during the period commencing on June 2,1008, and ending on and including October 1, 2008 (the “Commitment”).  Within the limits of the Commitment, theCompany may borrow, repay, and reborrow.

 

**SECTION 2. Purpose.**  The purposeof the Commitment is to finance the inventory and receivables referred to inthe Borrowing Base Report.

 

**SECTION 3.   Term.**  Intentionally Omitted.

 

**SECTION 4.**   **Interest**.The Company agrees to pay interest on the unpaid balance of the loans inaccordance with. One or more of the following interest rate options, asselected 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 interestestablished by CoBank from time to time as its CoBank Base Rate, which Rate isintended by CoBank to be a reference rate and not its lowest rate. The CoBankBase Rate will change on the date established by CoBank as the date of date ofany change therein and CoBank agrees to notify the Company of any such change.

 

**(B)          QuotedRate**.  At a fixed rate per annum tobe 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 maybe agreeable toCoBank in its sole discretion in each instance, provided that (1) theminimum fixed period shall be 30 days; (2) amounts may be fixed inincrements of $100,000.00 or multiples thereof and (3) the maximum  number of fixes in place at any one timeshall be 5.

 

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TheCompany shall select the applicable rate option at the lime it requests a loanhereunder and way, 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 isrepaid or fixed for an additional period in accordance with the terms hereof.Notwithstanding the foregoing, rates may not be fixed for periods expiringafter the maturity date of the loans. All elections provided for herein shallbe made telephonically or in writing and must be received by 12:00 Noon Company’slocal time. Interest shall be calculated on the actual number of days each loanis outstanding on the basis of a year consisting of 360 days and shall bepayable monthly in arrears by the 20th day of the following month or on suchother day in such month as CoBank shall require in a written notice to theCompany.

 

**SECTION 5**. ** Promissory Note**. TheCompany promises to repay the unpaid principal balance of the loans on the lastday of the term of the Commitment, except that on June 2, 2008, theCompany promises to pay so much of the loans as is necessary to reduce theoutstanding balance of the loans to the limit of the Commitment.  In addition to the above, the Companypromises to pay interest on the unpaid principal balance of the loans at thetimes and in accordance with the provisions set forth in Section 4hereof.  This note replaces andsupersedes, but does not constitute payment of the indebtedness evidenced by,the promissory note set forth. in the Supplement being amended and restatedhereby.

 

**SECTION 6.  Borrowing Base Reports, Etc.** The Company agrees tofizrn3.sh 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 with the Report is being furnished. However, if no balance is outstanding hereunder on the last day of suchmonth, then no Report need be furnished. Regardless of the frequency of the reporting, if at any time the amountoutstanding under the Commitment exceeds the Borrowing Base, the Company shallimmediately notify CoBank and repay so much of the loans as necessary to reducethe amount outstanding under the Commitment to the limits of the BorrowingBase.

 

**SECTION 7.  Letters of Credit**.  Ifagreeable to CoBank in. its sole discretion in each instance; in addition toloans, the Company may utilize the Commitment to open irrevocable letters ofcredit for its account. Each letter of credit will be issued within areasonable period of time after receipt of a duly completed and executed copyof CoBank’s then current form of application or, if applicable, in accordancewith the terms of any CoTrade Agreement between the parties, and shall reducethe amount available under the Commitment by the maximum amount capable ofbeing drawn thereunder. Any 

 

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drawunder any letter of credit issued hereunder shall be deemed an advance underthe Commitment. Each letter of credit must be in form and content acceptable toCoBank and must expire no later than the maturity date of the Commitment.Notwithstanding the foregoing or any other provision hereof, the maximum amountcapable of being drawn under each letter of credit must he statused against theBorrowing Base in the same manner as if it were a loan, and in the event that(they repaying all loans) the maximum amount capable of being drawn under theletters of credit exceeds the Borrowing Base, then the Company shallimmediately notify CoBank and pay to CoBauk (to be held as cash collateral) amamount equal lo such excess.

 

**SECTION 8. Commitment Fee.** In consideration of the Commitment, theCompany agrees to pay to CoBank a commitment fan on the average daily unusedportion of the Commitment at the rate of 1/4 of 1% per annum (calculated on a360 day basis), payable monthly in arrears by the 20th day following eachmonth. Such fee shall be payable for each month (or portion thereof) occurringduring the original or any extended term of the Commitment For purposes of calculatingthe commitment fee only, the “Commitment” shall mean the dollar amountspecified in Section 1 hereof, irrespective of the Borrowing Base.

 

**SECTION 9.  Amendment fee.** In consideration of the amendment, theCompany agrees to pay to CoBank on the execution hereof a fee in the amount of$2,500.00.

 

IN WITNESS WHEREOF theparties have caused this Supplement to be executed by their duly authorized officersas of the date shown above.

 
| CoBANK,  ACB | SOUTH  DAKOTA                              |
|--------------|--------------------------------------------|
|         |                                       |    SOYBEAN  PROCESSORS, LLC |
|         |                                       |   |   |
| By:          |   Pam  Schulz                    |   | By: | /s/  Rodney Christianson |
|         |                                       |   |   |   |
| Title:       |   Assistant  Corporate Secretary |   | Title: | CEO |
|              |                                            |  |  |  |  |  |

 

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