**Exhibit 10.23**

 

**STATUSED REVOLVING CREDIT SUPPLEMENT**

 

**THIS SUPPLEMENT** to the Master LoanAgreement dated October 6, 2005 (the “MLA”), is entered into as of February 20,2008 between **CoBANK, ACB** (“CoBank”)and **SOUTH DAKOTA SOYBEAN PROCESSORS, LLC,Volga, South Dakota** (the “Company”), and amends and restates theSupplement dated December 28, 2007 and numbered R1B051SO1D.

 

**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 lesser 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) $50,000,000.00during the period commencing on the date hereof and ending on and including July 1,2008; and (2) $28,000,000.00 during the period commencing on July 2,2008 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**.   Thepurpose of the Commitment is to finance the inventory and receivables referredto in the Borrowing Base Report.

 

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

 

**SECTION 4.  Interest**.   TheCompany agrees to pay interest on the unpaid balance of the loans in accordancewith one or more of the following interest rate options, as selected by theCompany:

 

**(A)     CoBankBase Rate**.   At a rateper annum equal at all times to 1⁄2 of 1% below the rate of interest establishedby CoBank from time to time as its CoBank Base Rate, which rate is intended byCoBank to be a reference rate and not its lowest rate.  The CoBank Base Rate will change on the dateestablished by CoBank as the effective date of any change therein and CoBankagrees 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 may be agreeableto CoBank in its sole discretion in each instance, provided that: (1) theminimum fixed period shall be 30 days; (2) amounts may be fixed inincrements of $500,000.00 or multiples thereof; and (3) the maximum numberof fixes in place at any one time shall be 10.

 

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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 anyfixed rate period, interest shall automatically accrue at the variable rateoption unless the amount fixed is repaid or fixed for an additional period inaccordance with the terms hereof. Notwithstanding the foregoing, rates may not be fixed for periodsexpiring after the maturity date of the loans. All elections provided for herein shall be made telephonically or inwriting and must be received by 12:00 Noon Company’s local time.  Interest shall be calculated on the actualnumber of days each loan is outstanding on the basis of a year consisting of360 days and shall be payable monthly in arrears by the 20th day of thefollowing month or on such other day in such month as CoBank shall require in awritten notice to the Company.

 

**SECTION 5.   PromissoryNote**.   The Company promises to repaythe unpaid principal balance of the loans on the last day of the term of theCommitment, except that on July 2, 2008, the Company promises to pay somuch of the loans as is necessary to reduce the outstanding balance of theloans to the limit of the Commitment.  Inaddition to the above, the Company promises to pay interest on the unpaidprincipal balance of the loans at the times and in accordance with theprovisions set forth in Section 4 hereof. This note replaces and supersedes, but does not constitute payment ofthe indebtedness evidenced by, the promissory note set forth in the Supplementbeing amended and restated hereby.

 

**SECTION 6.  Borrowing Base Reports, Etc**.   The Company agrees to furnish a BorrowingBase Report to CoBank at such times or intervals as CoBank may from time totime request.  Until receipt of such arequest, the Company agrees to furnish a Borrowing Ease Report to CoBank within30 days after each month end calculating the Borrowing Base as of the last dayof the month for which the Report is being furnished.  However, if no balance is outstanding hereunderon 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 theBorrowing Base, the Company shall immediately notify CoBank and repay so muchof the loans as is necessary to reduce the amount outstanding under theCommitment to the limits of the Borrowing Base.

 

**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 ofcredit will be issued within a reasonable period of time after CoBank’s receiptof a duly completed and executed copy of CoBank’s then current form ofApplication 

 

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andReimbursement Agreement or, if applicable, in accordance with the terms of anyCoTrade Agreement between the parties, and shall reduce the amount availableunder the Commitment by the maximum amount capable of being drawn thereunder.  Any draw under any letter of credit issuedhereunder shall be deemed a loan under the Commitment and shall be repaid inaccordance with this Supplement.  Eachletter of credit must be in form and content acceptable to CoBank and mustexpire no later than the maturity date of the Commitment.  Notwithstanding the foregoing or any otherprovision hereof, the maximum amount capable of being drawn under each letterof credit must be statused against the Borrowing Base in the same manner as ifit were a loan, and in the event that (after repaying all loam) the maximumamount capable of being drawn under the letters of credit exceeds the BorrowingBase, then the Company shall immediately notify CoBank and pay to CoBank (to beheld as cash collateral) 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 for each month (or portion thereof) occurringduring the original or any extended term of the Commitment.  For purposes of calculating the commitmentfee only, the “Commitment” shall mean the dollar amount specified in Section 1hereof, irrespective of the Borrowing Base.

 

**SECTION 9.  Amendment Fee**.   Inconsideration of the amendment, the Company agrees to pay to CoBank on theexecution hereof a fee in the amount of $2,500.00.

 

**IN WITNESS WHEREOF**, the parties have causedthis Supplement to be executed by their duly authorized officers as of the dateshown above.

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

 

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