Exhibit
10.4


 


Loan No. RI09 1 0T02


 


REVOLVING
TERM LOAN SUPPLEMENT


 


THIS SUPPLEMENT to the Master
Loan Agreement dated July 21, 2010 (the “MLA”), is entered into as of July 21,
2010 between FARM CREDIT SERVICES OF AMERICA,
FLCA (“Lead Lender”) and GOLDEN GRAIN ENERGY, LLC, Mason City, Iowa
(the “Company”).


 


SECTION 1. The Revolving Term
Loan Commitment. On the terms and conditions set forth in the MLA and
this Supplement, Lead Lender agrees to make loans to the Company during the
period set forth below in an aggregate principal amount not to exceed
$5,000,000.00 at any one time outstanding (the “Commitment”). Within the limits
of the Commitment, the Company may borrow, repay and reborrow.


 


SECTION 2. Purpose. The purpose of
the Commitment is to establish a settlement line for the Company to settle
daily activity including cash management services.


 


SECTION 3. Term. The term of the
Commitment shall be from the date hereof, up to and including February 1,
2017, or such later date as Agent (as that term is defined in the MLA) may, in
its sole discretion, authorize in writing.


 


SECTION 4. Interest. The Company
agrees to pay interest on the unpaid balance of the loan(s) in accordance
with one or more of the following interest rate options, as selected by the
Company:


 


(A)       One-Month LIBOR Index Rate. At a rate
(rounded upward to the nearest 1/100th and adjusted for reserves required on “Eurocurrency
Liabilities” [as hereinafter defined] for banks subject to “FRB Regulation D”
[as hereinafter defined] or required by any other federal law or regulation)
per annum equal at all times to 3.15% above the rate quoted by the British
Bankers Association (the “BBA”) at 11:00 a.m. London time for the offering
of one (1)-month U.S. dollars deposits, as published by Bloomberg or another
major information vendor listed on BBA’s official website on the first “U.S.
Banking Day” (as hereinafter defined) in each week, with such rate to change
weekly on such day. The rate shall be reset automatically, without the
necessity of notice being provided to the Company or any other party, on the
first “U.S. Banking Day” of each succeeding week, and each change in the rate
shall be applicable to all balances subject to this option. Information about
the then-current rate shall be made available upon telephonic request. For
purposes hereof: (1) “U.S. Banking Day” shall mean a day on which Agent is
open for business and banks are open for business in New York, New York; (2) “Eurocurrency
Liabilities” shall have the meaning as set forth in “FRB Regulation D”; and (3) “FRB
Regulation D” shall mean Regulation D as promulgated by the Board of Governors
of the Federal Reserve System, 12 CFR Part 204, as amended.


 


(B)       Quoted Rate. At a fixed rate
per annum to be quoted by Agent 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 Agent 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 $100,000.00 or multiples thereof; and (3) the maximum number of fixes
in place at any one time shall be five.


 

















 


(C)  LIBOR. At a fixed rate per annum
equal to “LIBOR” (as hereinafter defined) plus 3.15%. Under this option: (1) rates
may be fixed for “Interest Periods” (as hereinafter defined) of 1, 2, 3, 6, 9,
or 12 months, as selected by the Company; (2) amounts may be fixed in
increments of $100,000.00 or multiples thereof; (3) the maximum number of
fixes in place at any one time shall be five; and (4) rates may only be
fixed on a “Banking Day” (as hereinafter defined) on three Banking Days’ prior
written notice. For purposes hereof: (a) “LIBOR” shall mean the rate
(rounded upward to the nearest sixteenth and adjusted for reserves required on “Eurocurrency
Liabilities” [as hereinafter defined] for banks subject to “FRB Regulation D”
[as herein defined] or required by any other federal law or regulation) quoted
by the British Bankers Association (the “BBA”) at 11:00 a.m. London time
two Banking Days before the commencement of the Interest Period for the
offering of U.S. dollar deposits in the London interbank market for the
Interest Period designated by the Company, as published by Bloomberg or another
major information vendor listed on BBA’s official website; (b) “Banking
Day” shall mean a day on which Agent is open for business, dealings in U.S.
dollar deposits are being carried out in the London interbank market, and banks
are open for business in New York City and London, England; (c) “Interest
Period” shall mean a period commencing on the date this option is to take
effect and ending on the numerically corresponding day in the next calendar
month or the month that is 2, 3, 6, 9, or 12 months thereafter, as the case may
be; provided, however, that: (i) in the event such ending day is not a
Banking Day, such period shall be extended to the next Banking Day unless such
next Banking Day falls in the next calendar month, in which case it shall end
on the preceding Banking Day; and (ii) if there is no numerically
corresponding day in the month, then such period shall end on the last Banking
Day in the relevant month; (d) “Eurocurrency Liabilities” shall have
meaning as set forth in “FRB Regulation D”; and (e) “FRB Regulation D”
shall mean Regulation D as promulgated by the Board of Governors of the Federal
Reserve System, 12 CFR Part 204, as amended.


 


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 in such a manner as to
cause the Company to have to break any fixed rate balance in order to pay any
installment of principal. All elections provided for herein shall be made
electronically (if applicable), telephonically or in writing and must be
received by Agent not later than 12:00 Noon Company’s local time in order to be
considered to have been received on that day; provided, however, that in the case
of LIBOR rate loans, all such elections must be confirmed in writing upon Agent’s
request. 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 Agent shall require in a written notice to the Company;
provided, however, in the event the Company elects to fix all or a portion of
the indebtedness outstanding under the LIBOR interest rate option above, at
Agent’s option upon written notice to the Company, interest shall be payable at
the maturity of the Interest Period and if the LIBOR interest rate fix is for a
period longer than three months, interest on that portion of the indebtedness
outstanding shall be payable quarterly in arrears on each three-month
anniversary of the commencement date of such Interest Period, and at maturity.


 

















 


SECTION 5. Promissory Note. The Company
promises to repay the loans that are outstanding at the time the Commitment
expires on February 1, 2017. If any installment due date is not a day on
which Agent is open for business, then such payment shall be made on the next
day on which Agent is open for business. In addition to the above, the Company
promises to pay interest on the unpaid principal balance hereof at the times
and in accordance with the provisions set forth in Section 4 hereof.


 


SECTION 6. Security. The Company’s
obligations hereunder and, to the extent related hereto, the MLA, shall be
secured as provided in the Security Section of the MLA, including without
limitation as a future advance under any existing mortgage or deed of trust.


 


SECTION 7. Commitment Fee. In
consideration of the Commitment, the Company agrees to pay to Lead Lender a
commitment fee on the average daily unused portion of the Commitment at the
rate of 0.60% 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.


 


IN WITNESS WHEREOF, the parties
have caused this Supplement to be executed by their duly authorized officers as
of the date shown above.


 


 


	
  FARM CREDIT SERVICES OF AMERICA, FLCA

  	
   

  	
  GOLDEN GRAIN ENERGY, LLC

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Kathryn J. Frahm

  	
   

  	
  By:
  

  	
  /s/ Christy Marchand

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title: 

  	
  VP Credit

  	
   

  	
  Title:
  

  	
  Chief Financial Officer