Exhibit 10.1


 


MLA No. RI0910


 


MASTER LOAN
AGREEMENT


 


THIS MASTER LOAN AGREEMENT is entered into
as of July 21, 2010, between FARM CREDIT
SERVICES OF AMERICA, FLCA (“FLCA”), FARM CREDIT SERVICES OF AMERICA, PCA (“PCA”)
and GOLDEN GRAIN ENERGY, LLC, Mason
City, Iowa (the “Company”).


 


BACKGROUND


 


From time to time FLCA or PCA may make loans to the
Company.  Hereinafter, the term “Lead
Lender” shall mean FLCA, PCA or both, as applicable in the context. In order to
reduce the amount of paperwork associated therewith, Lead Lender and the
Company would like to enter into a master loan agreement. For that reason, and
in consideration of Lead Lender making one or more loans to the Company, Lead
Lender and the Company agrees as follows:


 


SECTION 1.                            Supplements.  In the event
the Company desires to borrow from Lead Lender and Lead Lender is willing to
lend to the Company, or in the event Lead Lender and the Company desire to
consolidate any existing loans hereunder, the parties will enter into a
Supplement to this agreement (a “Supplement”). Each Supplement will set forth
the amount of the loan, the purpose of the loan, the interest rate or rate
options applicable to that loan, the repayment terms of the loan, and any other
terms and conditions applicable to that particular loan. Each loan will be
governed by the terms and conditions contained in this agreement and in the
Supplement relating to the loan.


 


SECTION 2.                            Sale of Participation Interests and Appointment of Administrative Agent. The Company
acknowledges that concurrent with the execution of this Master Loan Agreement
and related Supplements, Lead Lender is selling a participation interest in
this Master Loan Agreement and Supplements executed concurrently herewith to
CoBank, ACB (“CoBank”) (up to a 100% interest). Pursuant to an Administrative
Agency Agreement dated July 6, 2010, (“Agency Agreement”), Lead Lender and
CoBank appointed CoBank to act as Administrative Agent (“Agent”) to act in
place of Lead Lender hereunder and under the Supplements and any security documents
to be executed thereunder. All funds to be advanced hereunder shall be made by
Agent, all repayments by the Company hereunder shall be made to Agent, and all
notices to be made to Lead Lender hereunder shall be made to Agent. Agent shall
be solely responsible for the administration of this agreement, the Supplements
and the security documents to be executed by the Company thereunder and the
enforcement of all rights and remedies of Lead Lender hereunder and thereunder.
Company acknowledges the appointment of the Agent and consents to such
appointment.


 


SECTION 3.                            Availability.  Loans will be
made available on any day on which Agent and the Federal Reserve Banks are open
for business upon the telephonic or written request of the Company. Requests
for loans must be received no later than 12:00 Noon Company’s local time on the
date the loan is desired. Loans will be made available by wire transfer of
immediately available funds to such account or accounts as may be authorized by
the Company. The Company shall furnish to Agent a duly completed and executed
copy of a CoBank Delegation and Wire and Electronic Transfer Authorization
Form, and Agent shall be entitled to rely on (and shall incur no liability to
the Company in acting on) any 


 

















 


request
or direction furnished in accordance with the terms thereof.


 


SECTION 4.                                 Repayment.  The Company’s
obligation to repay each loan shall be evidenced by the promissory note set
forth in the Supplement relating to that loan or by such replacement note as
Agent shall require. Agent shall maintain a record of all loans, the interest
accrued thereon, and all payments made with respect thereto, and such record
shall, absent proof of manifest error, be conclusive evidence of the
outstanding principal and interest on the loans. All payments shall be made by
wire transfer of immediately available funds, by check, or by automated
clearing house or other similar cash handling processes as specified by
separate agreement between the Company and Agent. Wire transfers shall be made
to ABA No. 307088754 for advice to and credit of CoBank (or to such other
account as Agent may direct by notice). The Company shall give Agent telephonic
notice no later than 12:00 Noon Company’s local time of its intent to pay by
wire and funds received after 3:00 p.m. Company’s local time shall be
credited on the next business day. Checks shall be mailed to CoBank, Department
167, Denver, Colorado 80291-0167 (or to such other place as Agent may direct by
notice). Credit for payment by check will not be given until the later of: (A) the
day on which Agent receives immediately available funds; or (B) the next
business day after receipt of the check.


 


SECTION 5.                                 Lender Stock.   Borrower agrees to own or
purchase if necessary, such stock in Farm Credit Services of America, ACA, as
is from time to time required by Lead Lender’s policies and bylaws.
Capitalization requirements are met by stock owned by Golden Grain Energy, LLC.
That Walt Wendland is the authorized voter on behalf of the owner(s) of
voting stock.


 


SECTION 6.                                 Security.  The Company’s
obligations under this agreement, all Supplements (whenever executed), and all
instruments and documents contemplated hereby or thereby, shall be secured by a
statutory first lien on all equity which the Company may now own or hereafter
acquire in Lead Lender. In addition, the Company agrees to grant to Lead
Lender, by means of such instruments and documents as Agent shall require, a
first lien (subject only to exceptions approved in writing by Agent) on all
personal property of the Company, and on all real property of the Company,
whether now existing or hereafter acquired. As additional security for those
obligations: (A) the Company agrees to grant to Lead Lender by means of
such instruments and documents as Agent shall reasonably require, a first
priority lien on such of its other assets, whether now existing or hereafter
acquired, as Agent may from time to time require; and (B) the Company
agrees to grant to Lead Lender, by means of such instruments and documents as
Agent shall reasonably require, a first priority lien on all realty which the
Company may from time to time acquire after the date hereof. Lead Lender may at
its discretion assign collateral to the Agent under the Agency Agreement.


 


SECTION 7.                                 Conditions Precedent.


 


(A)                               Conditions to Initial Supplement.  Lead Lender’s
obligation to extend credit under the initial Supplement hereto is subject to
the conditions precedent that Agent receive, in form and content satisfactory
to Agent, each of the following:


 


(1)                                 This Agreement, Etc.  A duly executed
copy of this agreement and all instruments and documents contemplated hereby.


 


(2)                                 Proof of Insurance.  Evidence that
the Company has obtained insurance required hereunder.


 


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(3)                                 Environmental Audit.  A written
report of an environmental audit pertaining to the Company’s real property
located in Cerro Gordo County, Iowa, produced by an independent national
or regional environmental consulting firm with full service capabilities whose
selection has been approved by Agent, and dated not more than sixty (60) days
prior to the submission thereof, which report shall show to Agent’s
satisfaction that all appropriate inquiry was made and that the past or present
use or condition of the property poses neither material health or safety
hazards nor potential financial exposure that Agent, in its sole discretion,
finds unacceptable.


 


(4)                                 Security Agreement.  A security
agreement granting to Lead Lender a first lien (subject only to exceptions
approved in writing by Agent) on all personal property of the Company, whether
now owned or hereafter acquired.


 


(5)                                 Security Agreement.  A security
agreement granting to Agent a second lien (subject only to exceptions approved
in writing by Agent) on all personal property of the Company, whether now owned
or hereafter acquired.


 


(6)                                 Title Commitment/Policy.  A commitment
from a title insurance company acceptable to Agent to issue an ALTA lender’s
policy of title insurance in the face amount of $40,000,000.00 insuring the
Company’s mortgage or deed of trust to Lead Lender as a first priority lien on
the property encumbered thereby, subject only to exceptions approved in writing
by Agent. The Company agrees to pay the cost of such commitment and the related
policy, together with such endorsements as may be reasonably requested by
Agent, and also agrees that if, for any reason, a final policy is not issued by
November 1, 2010 or such later date as may be agreeable to Agent, then an “Event
of Default” shall be deemed to have occurred under this agreement.


 


(7)                                 Mortgage/Deed of Trust.  A mortgage or
deed of trust in the face amount of $70,000,000.00 granting to Lead Lender a
first lien (subject only to exceptions approved in writing by Agent) on the
Company’s property located in Cerro Gordo County, Iowa.


 


(B)                               Conditions to Each Supplement.  Lead Lender’s
obligation to extend credit under each Supplement, including the initial
Supplement, is subject to the conditions precedent that Agent receive, in form
and content satisfactory to Agent, each of the following:


 


(1)                                 Supplement.  A duly executed
copy of the Supplement and all instruments and documents contemplated thereby.


 


(2)                                 Evidence of Authority.  Such certified
board resolutions, certificates of incumbency, and other evidence that Agent
may require that the Supplement, all instruments and documents executed in
connection therewith, and, in the case of initial Supplement hereto, this
agreement and all instruments and documents executed in connection herewith,
have been duly authorized and executed.


 


(3)                                 Fees and Other Charges.  All fees and
other charges provided for herein or in the Supplement.


 


(4)                                 Evidence of Perfection, Etc.  Such evidence
as Agent may require that Lead Lender has a duly perfected first priority lien
on all security for the Company’s obligations, and that the Company is in
compliance with Section 9(D) hereof.


 


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(C)                               Conditions to Each Loan.  Lead Lender’s
obligation under each Supplement to make any loan to the Company thereunder is
subject to the condition that no “Event of Default” (as defined in Section 12
hereof) or event which with the giving of notice and/or the passage of time
would become an Event of Default hereunder (a “Potential Default”), shall have
occurred and be continuing.


 


SECTION 8. Representations and Warranties.


 


(A)                               This Agreement.  The Company
represents and warrants to Lead Lender and Agent that as of the date of this
agreement:


 


(1)                                 Compliance.  The Company and,
to the extent contemplated hereunder, each “Subsidiary” (as defined below), is
in compliance with all of the terms of this agreement, and no Event of Default
or Potential Default exists hereunder.


 


(2)                                 Subsidiaries.  The Company has
the following “Subsidiary(ies)” (as defined below): Corn Oil Bio-Solutions,
LLC. For purposes hereof, a “Subsidiary” shall mean a corporation of which
shares of stock having ordinary voting power to elect a majority of the board
of directors or other managers of such corporation are owned, directly or
indirectly, by the Company.


 


(B)                               Each Supplement.  The execution
by the Company of each Supplement hereto shall constitute a representation and
warranty to Agent that:


 


(1)                                 Applications.  Each
representation and warranty and all information set forth in any application or
other documents submitted in connection with, or to induce Lead Lender to enter
into, such Supplement, is correct in all material respects as of the date of
the Supplement.


 


(2)                                 Conflicting Agreements, Etc. This agreement, the
Supplements, and all security and other instruments and documents relating
hereto and thereto (collectively, at any time, the “Loan Documents”), do not
conflict with, or require the consent of any party to, any other agreement to
which the Company is a party or by which it or its property may be bound or
affected, and do not conflict with any provision of the Company’s operating
agreement, articles of organization, or other organizational documents.


 


(3)                                 Compliance. The Company and, to the extent contemplated
hereunder, each Subsidiary, is in compliance with all of the terms of the Loan
Documents (including, without limitation, Section 9(A) of this
agreement on eligibility to borrow from Lead Lender).


 


(4)                                 Binding Agreement.  The Loan
Documents create legal, valid, and binding obligations of the Company which are
enforceable in accordance with their terms, except to the extent that
enforcement may be limited by applicable bankruptcy, insolvency, or similar
laws affecting creditors’ rights generally.


 


SECTION 9.                                 Affirmative Covenants.  Unless
otherwise agreed to in writing by Agent while this agreement is in effect, the
Company agrees to and with respect to Subsections 9(B) through 9(G) hereof,
agrees to cause each Subsidiary to:


 


(A)                               Eligibility.  Maintain its
status as an entity eligible to borrow from Lead Lender.


 


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(B)                               Corporate Existence, Licenses, Etc. 
(1) Preserve and keep in full force and effect its existence and
good standing in the jurisdiction of its formation; (2) qualify and remain
qualified to transact business in all jurisdictions where such qualification is
required; and (3) obtain and maintain all licenses, certificates, permits,
authorizations, approvals, and the like which are material to the conduct of
its business or required by law, rule, regulation, ordinance, code, order, and
the like (collectively, “Laws”).


 


(C)                               Compliance with Laws.  Comply in all
material respects with all applicable Laws, including, without limitation, all
Laws relating to environmental protection. In addition, the Company agrees to
cause all persons occupying or present on any of its properties, and to cause
each Subsidiary to cause all persons occupying or present on any of its
properties, to comply in all material respects with all environmental
protection Laws.


 


(D)                               Insurance.  Maintain
insurance with insurance companies or associations reasonably acceptable to
Agent in such amounts and covering such risks as are usually carried by
companies engaged in the same or similar business and similarly situated, and
make such increases in the type or amount of coverage as Agent may reasonably
request. All such policies insuring any collateral for the Company’s
obligations to Lead Lender shall have mortgagee or lender loss payable clauses
or endorsements in form and content acceptable to Agent. At Agent’s request,
all policies (or such other proof of compliance with this Subsection as may be
satisfactory to Agent) shall be delivered to Agent.


 


(E)                                 Property Maintenance.  Maintain all of
its property that is necessary to or useful in the proper conduct of its
business in good working condition, ordinary wear and tear excepted.


 


(F)                                 Books and Records.  Keep adequate
records and books of account in which complete entries will be made in
accordance with generally accepted accounting principles (“GAAP”) consistently
applied.


 


(G)                               Inspection.  Permit Agent or
its agents, upon reasonable notice and during normal business hours or at such
other times as the parties may agree, to examine its properties, books, and
records, and to discuss its affairs, finances, and accounts, with its
respective officers, directors, employees, and independent certified public
accountants.


 


(H)                               Reports and Notices. Furnish to Agent:


 


(1)                       Annual Financial Statements.  As soon as
available, but in no event more than 90 days after the end of each fiscal year
of the Company occurring during the term hereof, annual consolidated and
consolidating financial statements of the Company and its consolidated
Subsidiaries, if any, prepared in accordance with GAAP consistently applied.
Such financial statements shall: (a) be audited by independent certified
public accountants selected by the Company and acceptable to Agent; (b) be
accompanied by a report of such accountants containing an opinion thereon
acceptable to Agent; (c) be prepared in reasonable detail and in
comparative form; and (d) include a balance sheet, a statement of income,
a statement of retained earnings, a statement of cash flows, and all notes and
schedules relating thereto.


 


(2)                       Interim Financial Statements.  As soon as
available, but in no event more than 30 days after the end of each month (other
than the last month in each fiscal year of the Company), a consolidated balance
sheet of the Company and its consolidated Subsidiaries, if any, as of the end
of such 


 


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month,
a consolidated statement of income for the Company and its consolidated
Subsidiaries, if any, for such period and for the period year to date, and such
other interim statements as Agent may reasonably request, all prepared in
reasonable detail and in comparative form in accordance with GAAP consistently
applied and, if required by written notice from Agent, certified by an authorized
officer or employee of the Company acceptable to Agent.


 


(3)                       Notice of Default.  Promptly after
becoming aware thereof, notice of the occurrence of an Event of Default or a
Potential Default.


 


(4)                       Notice of Non-Environmental Litigation. 
Promptly after the commencement thereof, notice of the commencement of
all actions, suits, or proceedings before any court, arbitrator, or
governmental department, commission, board, bureau, agency, or instrumentality
affecting the Company or any Subsidiary which, if determined adversely to the
Company or any such Subsidiary, could have a material adverse effect on the
financial condition, properties, profits, or operations of the Company or any
such Subsidiary.


 


(5)                       Notice of Environmental Litigation, Etc.  Promptly after receipt
thereof, notice of the receipt of all pleadings, orders, complaints,
indictments, or any other communication alleging a condition that may require
the Company or any Subsidiary to undertake or to contribute to a cleanup or
other response under environmental Laws, or which seek penalties, damages,
injunctive relief, or criminal sanctions related to alleged violations of such
Laws, or which claim personal injury or property damage to any person as a
result of environmental factors or conditions.


 


(6)                       Bylaws and Articles.  Promptly after
any change in the Company’s operating agreement or articles of organization (or
like documents), copies of all such changes, certified by the Company’s
Secretary.


 


(7)                       Other Information.  Such other
information regarding the condition or operations, financial or otherwise, of
the Company or any Subsidiary as Agent may from time to time reasonably
request, including but not limited to copies of all pleadings, notices, and
communications referred to in Subsections 9(H)(4) and (5) above.


 


SECTION 10.                     Negative Covenants.  Unless
otherwise agreed to in writing by Agent, while this agreement is in effect the
Company will not:


 


(A)                               Borrowings.  Create, incur,
assume, or allow to exist, directly or indirectly, any indebtedness or
liability for borrowed money (including trade or bankers’ acceptances), letters
of credit, or the deferred purchase price of property or services (including
capitalized leases), except for: (1) debt to Lead Lender; (2) accounts
payable to trade creditors incurred in the ordinary course of business; (3) current
operating liabilities (other than for borrowed money) incurred in the ordinary
course of business; and (4) debt of the Company to other lenders or
finance companies in an aggregate amount not to exceed $500,000.00.


 


(B)                               Liens.  Create, incur,
assume, or allow to exist any mortgage, deed of trust, pledge, lien (including
the lien of an attachment, judgment, or execution), security interest, or other
encumbrance of any kind upon any of its property, real or personal
(collectively, “Liens”). The forgoing restrictions shall not apply to: (1) Liens
in favor of Lead Lender; (2) Liens for taxes, assessments, or governmental
charges that are not past due; (3) Liens and deposits under workers’
compensation, unemployment


 


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insurance, and social
security Laws; (4) Liens and deposits to secure the performance of bids,
tenders, contracts (other than contracts for the payment of money), and like
obligations arising in the ordinary course of business as conducted on the date
hereof; (5) Liens imposed by Law in favor of mechanics, materialmen,  warehousemen, and like persons that secure
obligations that are not past due; (6) easements, rights-of-way,
restrictions, and other similar encumbrances which, in the aggregate, do not
materially interfere with the occupation, use, and enjoyment of the property or
assets encumbered thereby in the normal course of its business or materially
impair the value of the property subject thereto; and (7) Liens to secure
indebtedness permitted hereunder with lien position acceptable to Agent.


 


(C)                               Mergers, Acquisitions, Etc.  Merge or
consolidate with any other entity or acquire all or a material part of the
assets of any person or entity, or form or create any new Subsidiary or
affiliate, or commence operations under any other name, organization, or
entity, including any joint venture.


 


(D)                               Transfer of Assets.  Sell, transfer,
lease, or otherwise dispose of any of its assets, except in the ordinary course
of business.


 


(E)                                 Loans and Investments.  Make any loan
or advance to any person or entity, or purchase any capital stock, obligations
or other securities of, make any capital contribution to, or otherwise invest
in any person or entity, or form or create any partnerships or joint ventures
except: (1) trade credit extended in the ordinary course of business; (2) investments
by the Company in the stock or other equities of its subsidiary Corn Oil
Bio-Solutions, LLC, provided that the aggregate amount of all such investments
may not exceed $100,000.00; and (3) other investments in an aggregate
amount not to exceed $1,500,000.00 in any fiscal year of the Company.


 


(F)                                 Contingent Liabilities.  Assume,
guarantee, become liable as a surety, endorse, contingently agree to purchase,
or otherwise be or become liable, directly or indirectly (including, but not
limited to, by means of a maintenance agreement, an asset or stock purchase
agreement, or any other agreement designed to ensure any creditor against
loss), for or on account of the obligation of any person or entity, except by
the endorsement of negotiable instruments for deposit or collection or similar
transactions in the ordinary course of the Company’s business.


 


(G)                               Change in Business.  Engage in any
business activities or operations substantially different from or unrelated to
the Company’s present business activities or operations.


 


(H)                               Dividends, Etc.  Declare or pay
any dividends, or make any distribution of assets to its members/owners, or
purchase, redeem, retire or otherwise acquire for value any of its equity, or
allocate or otherwise set apart any sum for any of the foregoing, except that
in any fiscal year of the Company, the Company may pay distributions in an
amount up to 60% of its net income for the prior fiscal year, provided that no
Event of Default or Potential Default shall have occurred and be continuing or
would result therefrom.


 


(I)                                    Operating/Capital Leases.  Create, incur,
assume, or permit to exist any obligation as lessee under operating leases
(other than railroad leases) for the rental or hire of any real or personal
property or under any leases that should be capitalized in accordance with
GAAP, except for operating and capital leases that do not in the aggregate require
the Company to make scheduled payments to the lessors in any fiscal year of the
Company in excess of $100,000.00, and except for railcar leases not to exceed
250 cars and not to exceed an initial or extended term of 60 months.


 


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SECTION 11.                     Financial Covenants.  Unless
otherwise agreed to in writing, while this agreement is in effect:


 


(A)                               Working Capital.  The Company
will have at the end of each period for which financial statements are required
to be furnished pursuant to Section 9(H) hereof an excess of current
assets over current liabilities (both as determined in accordance with GAAP
consistently applied) of not less than $12,000,000.00, except that in
determining current assets, any amount available under the Revolving Term Loan
Supplements (less the amount that would be considered a current liability under
GAAP if fully advanced) hereto may be included.


 


(B)                               Net Worth.  The Company
will have at the end of each period for which financial statements are required
to be furnished pursuant to Section 9(H) hereof an excess of total
assets over total liabilities minus investments in other cooperatives and joint
ventures (all as determined in accordance with GAAP consistently applied) of
not less than $62,500,000.00.


 


SECTION 12.                     Events of Default.  Each of the
following shall constitute an “Event of Default” under this agreement:


 


(A)                               Payment Default.  The Company
should fail to make any payment to, or to purchase any equity in, Lead Lender
and/or Agent when due.


 


(B)                               Representations and Warranties.  Any
representation or warranty made or deemed made by the Company herein or in any
Supplement, application, agreement, certificate, or other document related to
or furnished in connection with this agreement or any Supplement, shall prove
to have been false or misleading in any material respect on or as of the date
made or deemed made.


 


(C)                               Certain Affirmative Covenants.  The Company or,
to the extent required hereunder, any Subsidiary should fail to perform or
comply with Sections 9(A) through 9(H)(2), 9(H)(6) or any reporting
covenant set forth in any Supplement hereto, and such failure continues for 15
days after written notice thereof shall have been delivered by Agent to the
Company.


 


(D)                               Other Covenants and Agreements.  The Company or,
to the extent required hereunder, any Subsidiary should fail to perform or
comply with any other covenant or agreement contained herein or in any other
Loan Document or shall use the proceeds of any loan for an unauthorized
purpose.


 


(E)                                 Cross-Default.  The Company
should, after any applicable grace period, breach or be in default under the
terms of any other agreement between the Company and Lead Lender, or between
the Company and any affiliate of Lead Lender, including without limitation Farm
Credit Leasing Services Corporation.


 


(F)                                 Other Indebtedness.  The Company or
any Subsidiary should fail to pay when due any indebtedness to any other person
or entity for borrowed money or any long-term obligation for the deferred
purchase price of property (including any capitalized lease), or any other
event occurs which, under any agreement or instrument relating to such
indebtedness or obligation, has the effect of accelerating or permitting the
acceleration of such indebtedness or obligation, whether or not such
indebtedness or obligation is actually accelerated or the right to accelerate
is conditioned on the giving of notice, the passage of time, or otherwise.


 


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(G)                               Judgments.   A judgment,
decree, or order for the payment of money shall be rendered against the Company
or any Subsidiary and either: (1) enforcement proceedings shall have been
commenced; (2) a Lien prohibited under Section 10(B) hereof
shall have been obtained; or (3) such judgment, decree, or order shall
continue unsatisfied and in effect for a period of 20 consecutive days without
being vacated, discharged, satisfied, or stayed pending appeal.


 


(H)                               Insolvency, Etc.  The Company or
any Subsidiary shall: (1) become insolvent or shall generally not, or
shall be unable to, or shall admit in writing its inability to, pay its debts
as they come due; or (2) suspend its business operations or a material
part thereof or make an assignment for the benefit of creditors; or (3) apply
for, consent to, or acquiesce in the appointment of a trustee, receiver, or
other custodian for it or any of its property or, in the absence of such
application, consent, or acquiescence, a trustee, receiver, or other custodian
is so appointed; or (4) commence or have commenced against it any
proceeding under any bankruptcy, reorganization, arrangement, readjustment of
debt, dissolution, or liquidation Law of any jurisdiction.


 


(I)                                    Material Adverse Change.  Any material
adverse change occurs, as reasonably determined by Agent, in the Company’s
financial condition, results of operation, or ability to perform its
obligations hereunder or under any instrument or document contemplated hereby.


 


(J)                                 Revocation of Guaranty.  Any guaranty,
suretyship, subordination agreement, maintenance agreement, or other agreement
furnished in connection with the Company’s obligations hereunder and under any
Supplement shall, at any time, cease to be in full force and effect, or shall
be revoked or declared null and void, or the validity or enforceability thereof
shall be contested by the guarantor, surety or other maker thereof (the “Guarantor”),
or the Guarantor shall deny any further liability or obligation thereunder, or
shall fail to perform its obligations thereunder, or any representation or warranty
set forth therein shall be breached, or the Guarantor shall breach or be in
default under the terms of any other agreement with Lead Lender (including any
loan agreement or security agreement), or a default set forth in Subsections (F) through
(H) hereof shall occur with respect to the Guarantor.


 


SECTION 13.                     Remedies.  Upon the
occurrence and during the continuance of an Event of Default or any Potential
Default, Lead Lender shall have no obligation to continue to extend credit to
the Company and may discontinue doing so at any time without prior notice. For
all purposes hereof, the term “Potential Default” means the occurrence of any
event which, with the passage of time or the giving of notice or both would
become an Event of Default. In addition, upon the occurrence and during the
continuance of any Event of Default, Lead Lender or Agent may, upon notice to
the Company, terminate any commitment and declare the entire unpaid principal
balance of the loans, all accrued interest thereon, and all other amounts
payable under this agreement, all Supplements, and the other Loan Documents to
be immediately due and payable. Upon such a declaration, the unpaid principal
balance of the loans and all such other amounts shall become immediately due
and payable, without protest, presentment, demand, or further notice of any
kind, all of which are hereby expressly waived by the Company. In addition,
upon such an acceleration:


 


(A)                               Enforcement.  Lead Lender or
Agent may proceed to protect, exercise, and enforce such rights and remedies as
may be provided by this agreement, any other Loan Document or under Law.  Each and every one of such rights and
remedies shall be cumulative and may be exercised from time to time, and no
failure on the part of Lead Lender or Agent to exercise, and no delay in
exercising, any right or remedy shall operate as a waiver thereof, and no
single or partial exercise of any right or remedy shall


 


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preclude any other or future
exercise thereof, or the exercise of any other right. Without limiting the
foregoing, Agent may hold and/or set off and apply against the Company’s
obligation to Lead Lender the proceeds of any equity in Lead Lender, any cash
collateral held by Lead Lender or Agent, or any balances held by Lead Lender or
Agent for the Company’s account (whether or not such balances are then due).


 


(B) Application of Funds. Agent may apply
all payments received by it to the Company’s obligations to Lead Lender in such
order and manner as Agent may elect in its sole discretion.


 


In
addition to the rights and remedies set forth above: (1) upon the
occurrence and during the continuance of an Event of Default, then at Agent’s
option in each instance, the entire indebtedness outstanding hereunder and
under all Supplements shall bear interest from the date of such Event of
Default until such Event of Default shall have been waived or cured in a manner
satisfactory to Agent at 4.00% per annum in excess of the rate(s) of
interest that would otherwise be in effect on that loan; and (2) after the
maturity of any loan (whether as a result of acceleration or otherwise), the
unpaid principal balance of such loan (including without limitation, principal,
interest, fees and expenses) shall automatically bear interest at 4.00% per
annum in excess of the rate(s) of interest that would otherwise be in
effect on that loan. All interest provided for herein shall be payable on
demand and shall be calculated on the basis of a year consisting of 360 days.


 


SECTION 14.                     Broken Funding Surcharge.  Notwithstanding
any provision contained in any Supplement giving the Company the right to repay
any loan prior to the date it would otherwise be due and payable, the Company
agrees to provide three Business Days’ prior written notice for any prepayment
of a fixed rate balance and that in the event it repays any fixed rate balance
prior to its scheduled due date or prior to the last day of the fixed rate
period applicable thereto (whether such payment is made voluntarily, as a result
of an acceleration, or otherwise), the Company will pay to Agent a surcharge in
an amount equal to the greater of: (A) an amount which would result in
Agent being made whole (on a present value basis) for the actual or imputed
funding losses incurred by Lead Lender and Agent as a result thereof; or (B) $300.00.
Notwithstanding the foregoing, in the event any fixed rate balance is repaid as
a result of the Company refinancing the loan with another lender or by other
means, then in lieu of the foregoing, the Company shall pay to Agent a
surcharge in an amount sufficient (on a present value basis) to enable Lead
Lender and Agent to maintain the yield they would have earned during the fixed
rate period on the amount repaid. Such surcharges will be calculated in
accordance with methodology established by Agent (a copy of which will be made
available to the Company upon request).


 


SECTION 15.                     Complete Agreement, Amendments.  This agreement,
all Supplements, and all other instruments and documents contemplated hereby
and thereby, are intended by the parties to be a complete and final expression
of their agreement. No amendment, modification, or waiver of any provision
hereof or thereof, and no consent to any departure by the Company herefrom or
therefrom, shall be effective unless approved by Agent and contained in a
writing signed by or on behalf of Agent, and then such waiver or consent shall
be effective only in the specific instance and for the specific purpose for
which given. In the event this agreement is amended or restated, each such
amendment or restatement shall be applicable to all Supplements hereto.


 


SECTION 16.                     Other Types of Credit.  From time to
time, Lead Lender may issue letters of credit or extend other types of credit
to or for the account of the Company. In the event the parties desire to 


 


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do
so under the terms of this agreement, such extensions of credit may be set
forth in any Supplement hereto and this agreement shall be applicable thereto.


 


SECTION 17.                     Applicable Law.  Without giving
effect to the principles of conflict of laws and except to the extent governed
by federal law, the Laws of the State of Colorado, without reference to choice
of law doctrine, shall govern this agreement, each Supplement and any other
Loan Documents for which Colorado is specified as the applicable law, and all
disputes and matters between the parties to this agreement, including all
disputes and matters whatsoever arising under, in connection with or incident to
the lending and/or leasing or other business relationship between the parties,
and the rights and obligations of the parties to this agreement or any other
Loan Documents by and between the parties for which Colorado is specified as
the applicable law.


 


SECTION 18.                     Notices.  All notices
hereunder shall be in writing and shall be deemed to be duly given upon
delivery if personally delivered or sent by telegram or facsimile transmission,
or three days after mailing if sent by express, certified or registered mail,
to the parties at the following addresses (or such other address for a party as
shall be specified by like notice):


 


	
  If to Agent, as follows:

   

  For general correspondence purposes:

  P.O. Box 5110

  Denver, Colorado 80217-5110

   

  For direct delivery purposes, when desired:

  5500 South Quebec Street

  Greenwood Village, Colorado 80111-1914

   

  Attention: Credit Information Services

  Fax
  No.: (303) 224-6101

  	
   

  	
  If to the Company, as
  follows:

   

  Golden Grain Energy, LLC

  1822 43rd St. SW

  Mason City, Iowa
  50401

   

   

   

   

   

  Attention:  CEO

  Fax
  No.:  641-421-8457

  



 


SECTION 19.                     Taxes and
Expenses.  To the extent allowed by law, the Company agrees to pay all reasonable
out-of-pocket costs and expenses (including the fees and expenses of counsel
retained or employed by Agent, including expenses of in-house counsel of Agent)
incurred by Agent and any participants from Lead Lender in connection with the
origination, administration, collection, and enforcement of this agreement and
the other Loan Documents, including, without limitation, all costs and expenses
incurred in perfecting, maintaining, determining the priority of, and releasing
any security for the Company’s obligations to Lead Lender, and any stamp,
intangible, transfer, or like tax payable in connection with this agreement or
any other Loan Document.


 


SECTION 20.                     Effectiveness and Severability.  This agreement
shall continue in effect until: (A) all indebtedness and obligations of
the Company under this agreement, all Supplements, and all other Loan Documents
shall have been paid or satisfied; (B) Lead Lender and Agent have no
commitment to extend credit to or for the account of the Company under any
Supplement; and (C) either party sends written notice to the other
terminating this agreement. Any provision of this agreement or any other Loan
Document which is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining


 


11

















 


provisions hereof or
thereof.


 


SECTION 21.                     Successors and Assigns.  This agreement,
each Supplement, and the other Loan Documents shall be binding upon and inure
to the benefit of the Company and Lead Lender and their respective successors
and assigns, except that the Company may not assign or transfer its rights or
obligations under this agreement, any Supplement or any other Loan Document
without the prior written consent of Agent.


 


SECTION 22.                     Participations, Etc.  From time to
time, Lead Lender may sell to one or more banks, financial institutions, or
other lenders a participation in one or more of the loans or other extensions
of credit made pursuant to this agreement. However, no such participation shall
relieve Lead Lender of any commitment made to the Company hereunder. In
connection with the foregoing, Lead Lender may disclose information concerning
the Company and its Subsidiaries, if any, to any participant or prospective
participant, provided that such participant or prospective participant agrees
to keep such information confidential. Patronage distributions in the event of
a sale of a participation interest shall be governed by Lead Lender’s Bylaws
and Capital Plan (as each may be amended from time to time). A sale of a
participation interest may include certain voting rights of the participants
regarding the loans hereunder (including without limitation the administration,
servicing, and enforcement thereof). Lead Lender agrees to give written
notification to the Company of any sale of a participation interest.


 


SECTION 23.                     Administrative
Fee. The Company agrees to pay to Agent on October 1, 2010, and on each
October 1 thereafter, for as long as the Company has commitments from Lead
Lender, an administrative fee in the amount of $5,000.00.


 


SECTION 24.                     Counterparts. This Agreement, each Supplement and any other Loan
Document may be executed in any number of counterparts and by the different
parties hereto in separate counterparts, each of which when executed shall be
deemed to be an original and shall be binding upon all parties and their
respective permitted successors and assigns, and all of which taken together
shall constitute one and the same agreement.


 


12

















 


IN WITNESS WHEREOF, the parties have caused this
agreement 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: 

  	
   

  	
   

  	
  By: 

  	
  /s/ Christy Marchand 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title: 

  	
  CFO

  
	
   

  	
   

  	
   

  
	
  FARM CREDIT SERVICES  OF AMERICAN, PCA 

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  



 


	
   

  	
  NT

  
	
   

  	
  7-23-10

  



 


 


IN WITNESS WHEREOF, the parties have caused this
agreement 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 Frahm 

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  VP Credit

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  FARM
  CREDIT SERVICES  OF AMERICAN, PCA 

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  Kathryn Frahm 

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  VP Credit

  	
   

  	
   

  



 


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