Statused Revolving Term Loan Supplement , dated May 5, 2004



 Exhibit 10.45 
  
 Loan No. RICF103S04 
  
 STATUSED REVOLVING CREDIT SUPPLEMENT 
  
 THIS SUPPLEMENT to the Master Loan Agreement dated May 5, 2004 (the “MLA”), is entered into as of May 5, 2004, between CoBANK, ACB
(“CoBank”) and FGDI, L.L.C., West Des Moines, Iowa, (“Company”). 
  
 SECTION 1. The Revolving Credit Facility. On the terms and conditions set forth in the MLA and this Supplement, CoBank agrees to make loans to the Company during the period set forth below in an
aggregate principal amount not to exceed at any one time outstanding, the lesser of (i) the “Borrowing Base” (as calculated pursuant to the Borrowing Base Report attached a Exhibit A), (ii) $30,000,000.00 (the
“Commitment”) or (iii) an amount equal to 5 times the Company’s Adjusted Qualifying Subordinated Debt (“AQSD”). For the purposes hereof, Adjusted Qualifying Subordinated Debt shall mean the Company’s Qualifying
Subordinated Debt (“QSD”) minus the amount of QSD (if required) necessary to keep the Company in compliance with Section 10 (C) of the MLA (Total Debt to Working Capital). In no case shall the total of all advances outstanding at any one
time under the Statused Revolving Credit Supplement No. RICF103S01, dated May 5, 2004 (“Supplement S01”) and outstandings under Statused Revolving Loan Supplements No. RICF103T01, dated May 5, 2004 (“Supplement T01”) between
CoBank and the Company, and outstandings under this Supplement exceed the Borrowing Base. Within the limits of the Commitment the Company may borrow, as such Commitment shall be reduced by the above terms, the Company may repay and reborrow.

  
 SECTION 2. Purpose. The purpose of the
Commitment is to finance the inventory and receivables referred to in the Borrowing Base Report. 
  
 SECTION 3. Term. The term of the Commitment shall be from the date hereof, up to and including April 1, 2005 or such later date as CoBank
may, in its sole discretion, authorize in writing (the “Maturity Date”). 
  
 SECTION 4. Interest. The Company agrees to pay interest on the unpaid balance of the loans in accordance with one or more of the following interest rate options, as selected by the Company. 

 
 (A) Weekly Quoted Variable Rate. At a rate per annum equal
at all times to the rate of interest established by CoBank on the first Business Day of each week. The rate established by CoBank shall be effective until the first Business Day of the next week. Each change in the rate shall be applicable to all
balances subject to this option and information about the then current rate shall be made available upon telephonic request. 
  
 (B) LIBOR. At a fixed rate per annum equal to “LIBOR” (as hereinafter defined) plus 11⁄2%. Under this option: (1) rates may be
fixed for “Interest Periods” (as hereinafter defined) as of 1, 2, 3, 6, 9 or 12 months, as selected by the Company; (2) amounts may be fixed in increments of $1,000,000.00 or multiples thereof; (3) the maximum number of 

  









 
fixes in place at any one time shall be 10; and (4) rates may only be fixed on a “Banking Day” (as hereinafter defined) on 3 Banking Days’
prior written notice. For purposes hereof: (a) “LIBOR” shall be 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 2 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 CoBank 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 CoBank 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 CoBank’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 CoBank 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 CoBank’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 3 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 5 hereof.
This note replaces and supercedes, but does not constitute payment of the indebtedness evidenced by, the promissory note set forth in the Supplement being amended and restated hereby. 
  
 SECTION 6. Borrowing Base Reports, Etc. The Company agrees to furnish a Borrowing Base Report to CoBank at
such times or intervals as CoBank may from time to time request. Until receipt of such a request, the Company agrees to furnish a Borrowing Base Report to CoBank within 30 days after each month end calculating the Borrowing Base as of the last day
of the month for which the Report is being furnished. However, if no balance is outstanding hereunder on 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 the Borrowing Base, the Company shall immediately notify CoBank and repay so much of the loans as is necessary to reduce the amount outstanding under the Commitment to the limits of the Borrowing Base.

  
 SECTION 7. Commitment Fee. In consideration of
the Commitment, the Company agrees to pay to CoBank a commitment fee on the average daily unused portion of the Commitment, at the rate of 15 basis points per annum (calculated on a 360 day basis), payable quarterly in arrears by the 20th day following each calendar quarter. Such fee shall be payable for each calendar quarter (or portion thereof) occurring during
the original or any extended term of the Commitment. For the purposes of calculating the commitment fee only, the “Commitment” shall mean the dollar amount specified in Section 1 hereof, irrespective of the Borrowing Base. 
  
 IN WITNESS WHEREOF, the parties have caused this Supplement to be
executed by their duly authorized officers as of the date shown above. 
  

									
	CoBANK, ACB	 	 	 	FGDI, L.L.C.
					
	By:	 	/s/ Teresa L. Fountain	 	 	 	By:	 	 /s/ Rodney L. Ivers

	 Title:
	 	 Assistant Corporate Secretary
	 	 	 	 Title:
	 	 Vice President /CFO


  









 SEASONAL BORROWING BASE REPORT 
  
 CoBANK, ACB 
  

					
	 NAME OF BORROWER:
 FGDI, LLC
	 	 CITY, STATE:
 West Des Moines, Iowa
	 	 FOR PERIOD ENDING (DATE):
  



  
 PART A - ELIGIBLE
INVENTORY & GRAIN ADVANCES 
  
 For purposes hereof, ELIGIBLE INVENTORY
shall mean inventory which: (a) is of a type shown below; (b) is owned by the Company and not held by the Company on consignment or on a similar basis; (c) is not subject to a lien except in favor of CoBank; and (d) is in a commercially marketable
condition. ELIGIBLE GRAIN ADVANCES shall mean advances paid by the Company for grain evidenced by a bill of lading and contract that establishes the specific grain volume and price. 
  

										
	 INVENTORY

	  	VALUE AT
MARKET
INCLUDING
FREIGHT

	  	ADVANCE
RATE

	 	 	MAXIMUM
ADVANCE
ALLOWABLE


	 Wheat
	  	 	 	  	80	%	 	$	 
	 Corn
	  	 	 	  	80	%	 	$	 
	 Milo
	  	$	                    	  	80	%	 	$	                    
	 Soybeans
	  	 	 	  	80	%	 	$	 
	 Oats & Other Commodities
	  	 	 	  	80	%	 	$	 
	 Fertilizer
	  	 	 	  	50	%	 	$	 
	 Total Inventory
	  	$	 	  	 	 	 	 	 
	 Grain Advances
	  	$	 	  	80	%	 	$	 
	 Net of Advances without Ownership
	  	$	 	  	 	 	 	 	 
	 Margin Deposits on Hedges at the Boards of Trade
	  	 	 	  	90	%	 	$	 
	 	  	 	 	  	 	 	 	
	

	 Total Part A:
                    Eligible Inventory
	  	$	 	  	 	 	 	$	 

  
 PART B - ELIGIBLE
RECEIVABLES 
  
 For purposes hereof, ELIGIBLE RECEIVABLES shall mean rights to
payment for goods sold and delivered or for services rendered which (a) are not subject to any dispute, set-off, or counterclaim; (b) are not owning by an account debtor that is subject to a bankruptcy, reorganization, receivership or like
proceeding; (c) are not subject to a lien in favor of any third party, other than liens authorized by CoBank in writing which are subordinate to CoBank’s lien; (d) are not owed by a foreign account debtor unless covered by a letter of credit
issued by a bank acceptable to CoBank, except that receivables from account debtors in Canada shall be allowed in cases where Borrower has provided satisfactory evidence that CoBank has a perfected first priority security interest in such
receivables; (e) are less than 60 days from settlement date; (f) do not exceed a 50% cross-age maximum and (f) are not owing by an account debtor that is owned or controlled by the Company. 
  

												
	 AGING OF ELIGIBLE RECEIVABLES

	  	AMOUNT

	  	ADVANCE
RATE

	 	 	MAXIMUM
ADVANCE
ALLOWABLE


	Total Accounts Receivables	  	$	                    	  	 	 	 	 	 
	 Less:
	 	Foreign Accounts Receivable that are not covered by letters of credit issued by a bank acceptable to CoBank	  	$	 	  	 	 	 	 	 
	 Less:
	 	Canadian Debtor Accounts Receivable that CoBank does not have a first priority security interest	  	$	 	  	 	 	 	 	 
	 Less:
	 	Non-Trade Accounts Receivable	  	$	 	  	 	 	 	 	 
	 Less:
	 	Related Company Accounts Receivable	  	$	 	  	 	 	 	 	 
	 Less:
	 	Receivables > 60 days from settlement date	  	$	 	  	 	 	 	 	 
	 Less:
	 	Cross-Age Accounts Receivable > 50% for accounts that are not supported by either: a) letters of credit issued by a bank acceptable to CoBank, or b) a 35% cash deposit and 65% CCC
Guarantee	  	$	 	  	 	 	 	 	 
	 Less:
	 	Contra Accounts	  	$	 	  	 	 	 	 	 
	 Subtotal
                    Eligible Trade Receivables
	  	$	 	  	85	%	 	$	                    
	 Plus:
	 	Receivables from Foreign Accounts that are supported by a 35% cash deposit and 65% CCC guarantee and are less than 120 days from settlement date	  	$	 	  	60	%	 	$	 
	 	 	 	  	
	
	  	 	 	 	
	

	 Total Part B: Eligible Trade Receivables
	  	 	 	  	 	 	 	$	 

  










  
 PART C - BORROWING BASE CALCULATION 
  

									
	 Subtotal (totals from Parts A and B)
	  	 	 	 	$	                    
	 Less:
	 	 Advances from Customers (Current Liability)
	  	100	%	 	$	 
	 Less:
	 	 Grain Payables to Producers with Prior Liens
	  	 	 	 	$	 
	 BORROWING BASE
	  	 	 	 	$	 
	 Less:
	 	 Outstanding Balance of Supplements (as of End of Period), not to exceed $120,000,000
	  	 	 	 	$	 
	 	 	 	  	 	 	 	
	

	 Excess or Deficit (as of End of Period)
	  	 	 	 	$	 
	 	 	 	  	 	 	 	
	


  
 NOTE: IF DEFICIT
EXISTS, REMIT AMOUNT TO CoBANK, ACB 
  
 I HEREBY CERTIFY THAT THIS INFORMATION IS
CORRECT. 
  

					
	 AUTHORIZED SIGNATURE:
	 	 TITLE:
	 	 DATE: