**Exhibit 10.22**

 

Loan No. RIB051T05

 

**REVOLVING TERM LOANSUPPLEMENT**

 

**THIS SUPPLEMENT** to the Master Loan Agreement dated October 6, 2005, (the“MLA”), is entered 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 datedNovember 17, 2004, and numbered B051T05F.

 

**SECTION 1. The Revolving Term Loan Commitment.**On the terms and conditions set forth in theMLA and this Supplement, CoBank agrees to make loans to the Company from thedate hereof, up to and including March 20, 2012, in an aggregate principalamount not to exceed, at any one time outstanding, $17,100,000.00 less theamounts scheduled to be repaid during the period set forth below in Section *5*(the “Commitment”). Within the limits ofthe Commitment, the Company may borrow, repay and reborrow.

 

TheCompany may, in its sole discretion, elect to permanently reduce the amount ofthe Commitment by giving CoBank ten (10) days prior written notice. Saidelection shall be made only if the Company is not in default at the time of theelection and will remain in compliance with all financial covenants after suchreduction. Any such reduction shall be treated as an early, voluntary reductionof the Commitment amount and shall not delay or reduce the amount of anyscheduled Commitment reduction under Section *5*hereof (which reductions shall continue in semi-annual increments of$1,300,000.00 on the dates determined in accordance with Section 5), but rathershall result in an earlier expiration of the Commitment and final maturity ofthe loans.

 

**SECTION 2. Purpose.**The purpose of the Commitment is to provide working capital to theCompany and to finance the construction of a soybean refinery.

 

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

 

**SECTION 4. Interest.** The Company agrees to pay interest on the unpaid balance of the loansin accordance with one or more of the following interest rate options, asselected 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)     Quoted Rate.**At a fixed rate per annum to be quoted byCoBank in its sole discretion in each instance. Under this option, rates may befixed on such balances and for such periods, as may be agreeable to CoBank inits sole discretion in each instance, provided that: (1) the minimum fixedperiod shall be 30 days; (2) amounts may be fixed in increments of $100,000.00or multiples thereof; and (3) the maximum 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 shall

 

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Revolving Term Loan Supplement RIBO51TO5

South Dakota Soybean Processors, LLC

Volga, South Dakota

 

automaticallyaccrue at the variable rate option provided for above unless the amount fixedis repaid or fixed for an additional period in accordance with the terms hereof.Notwithstanding the foregoing, rates may not be fixed in such a manner as tocause the Company to have to break any fixed rate balance in order to pay anyinstallment of principal. All elections provided for herein shall be madetelephonically or in writing and must be received by 12:00 Noon Company’s localtime. Interest shall 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 or on such other dayin such month as CoBank shall require in a written notice to the Company.

 

**SECTION 5. Promissory Note**. The Company promises to repay on the datesset forth below, the outstanding principal, if any, that is in excess of thelisted amounts:

 
| **Payment Date**    | ** ** | **Reducing Commitment Amount** | ** **    |
|---------------------|------------|--------------------------------|---------------|
| March 20,  2006     |       | $                              | 15,800,000.00 |   |
| September  20, 2006 |       | $                              | 14,500,000.00 |   |
| March 20,  2007     |       | $                              | 13,200,000.00 |   |
| September  20,2007  |       | $                              | 11,900,000.00 |   |
| March20,  2008      |       | $                              | 10,600,000.00 |   |
| September  20,2008  |       | $                              | 9,300,000.00  |   |
| March 20,  2009     |       | $                              | 8,000,000.00  |   |
| September  20, 2009 |       | $                              | 6,700,000.00  |   |
| March20,  2010      |       | $                              | 5,400,000.00  |   |
| September  20, 2010 |       | $                              | 4,100,000.00  |   |
| March20,  2011      |       | $                              | 2,800,000.00  |   |
| September  20, 2011 |       | $                              | 1,500,000.00  |   |

 

followedby a final installment in an amount equal to the remaining unpaid principalbalance of the loans on March 20, 2012. If any installment due date is not aday on which CoBank is open for business, then such payment shall be made onthe next day on which CoBank is open for business. In addition to the above,the Company promises to pay interest on the unpaid principal balance hereof atthe times and in accordance with the provisions set forth in Section 4 hereof.This note replaces and supersedes, but does not constitute payment of theindebtedness evidenced by, the promissory note set forth in the Supplementbeing amended and restated hereby.

 

**SECTION 6. Commitment Fee.**In consideration of the Commitment, theCompany agrees to pay to CoBank a commitment fee on the average daily unusedportion of the Commitment at the rate of 1/2 of 1% per annum (calculated on a360 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 duringthe original or any extended term of the Commitment.

 

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IN WITNESS WHEREOF, the parties have caused thisSupplement to be executed by their duly authorized officers as of the dateshown 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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