Exhibit
10.5


 


Loan No. RI0910S01


 


REVOLVING CREDIT 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, PCA (“Lead Lender”) and GOLDEN GRAIN ENERGY, LLC, Mason City, Iowa (the “Company”).


 


SECTION 1.             The
Revolving Credit Facility. 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 finance the operating needs of the Company.


 


SECTION 3.             Term. The term of
the Commitment shall be from the date hereof, up to and including August 1,
2011, 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 2.90% 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 2.90%. 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 for periods expiring
after the maturity date of the loans. 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 


 


2

















 


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 unpaid principal balance of the
loans on the last day of the term of the Commitment. In addition to the above,
the Company promises to pay interest on the unpaid principal balance of the
loans at the times and in accordance with the provisions set forth in Section 4
hereof.


 


SECTION 6.             Letters
of Credit. If agreeable to Agent in its sole discretion in
each instance, in addition to loans, the Company may utilize the Commitment to
open irrevocable letters of credit for its account. Each letter of credit will
be issued within a reasonable period of time after Agent’s receipt of a duly
completed and executed copy of Agent’s then current form of Application and
Reimbursement Agreement or, if applicable, in accordance with the terms of any
CoTrade Agreement between the parties, and shall reduce the amount available
under the Commitment by the maximum amount capable of being drawn thereunder.
Any draw under any letter of credit issued hereunder shall be deemed a loan
under the Commitment and shall be repaid in accordance with this Supplement.
Each letter of credit must be in form and content acceptable to Agent and must
expire no later than the maturity date of the Commitment.


 


SECTION 7.             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 8.             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 0.30% 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, PCA

  	
   

  	
  GOLDEN
  GRAIN ENERGY, LLC

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Kathryn J. Frahm

  	
   

  	
  By:

  	
  /s/ Christy Marchand

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  VP Credit

  	
   

  	
  Title:

  	
  CFO

  






 


NT        

7-23-10 


 


3