Exhibit 10.3
SECOND SUPPLEMENT
TO THE
MASTER CREDIT AGREEMENT
(Revolving
Facility)
THIS SECOND SUPPLEMENT TO THE MASTER CREDIT
AGREEMENT (“ Second
Supplement ”) is made and entered into as of August
10, 2007, by and between GREAT PLAINS ETHANOL, LLC, d/b/a POET
Biorefining - Chancellor, a South Dakota limited liability company,
and AGCOUNTRY FARM CREDIT SERVICES, FLCA, a federal land credit
association organized under the Farm Credit Act of 1971, as
amended. This Second Supplement supplements the Master Credit
Agreement between Lender and Borrower dated as of even date
herewith (as the same may be amended, restated, or otherwise
modified (other than by Supplements entered into pursuant to
Section 1.02 thereof) from time to time, the “
Master Agreement
”).
RECITALS:
A.
Borrower has requested that Lender make available to Borrower a
revolving credit facility in the amount of $15 million.
B.
Lender is willing to make such revolving credit facility available
to Borrower subject to the terms and conditions hereof.
AGREEMENT:
1.
Definitions . Capitalized terms used and not otherwise
defined in this Second Supplement have the meanings attributed to
them below or in the Master Agreement. Definitions in this Second
Supplement control over inconsistent definitions in the Master
Agreement, but only to the extent the defined terms apply to Loans
under this Second Supplement. Definitions set forth in the Master
Agreement control for all other purposes. As used in this Second
Supplement, the following terms have the following meanings:
“ Closing
Date ” means August 10, 2007, for purposes of
this Second Supplement.
“ LIBOR ” means the one month
London interbank rate reported on the tenth day of the month by the
Wall Street Journal from time to time in its daily listing
of money rates, defined therein as “the average of interbank
offered rates for dollar deposits in the London market based on
quotations at five major banks.” If a one month LIBOR
rate is not reported on the tenth day of such month, the one month
LIBOR rate reported on the first Business Day preceding the tenth
day of such month will be used. If this index is no longer
available, Lender will select a new index which is based on
comparable information.
“Margin”
means three percentage points (3.00%) (300 basis points) as the
same may be adjusted pursuant to Section 5(c) of the First
Supplement.
“ Revolving Commitment Amount ”
means an amount not to exceed $15,000,000 initially, as reduced
from time to time in accordance with the terms of Section 6
of this Second Supplement and the Master Agreement.
“ Revolving Credit Availability Period
” means the period from the Closing Date until the Revolving
Facility Maturity Date.
“ Revolving Facility ” means the revolving
credit facility established pursuant to this Second
Supplement.
“ Revolving Facility
Maturity Date ” means the earlier of (a) July
1, 2018, and (b) the date on which the Obligations have been
declared or have automatically become due and payable, whether by
acceleration or otherwise.
“ Revolving Loan ” means a Loan
made under the Revolving Facility.
“ Revolving Note ” means the
Revolving Credit Note made by Borrower payable to the order of
Lender, dated the date hereof, in the initial aggregate principal
amount of $15,000,000 in substantially the form of Exhibit
2A attached hereto.
2.
Effect of Second Supplement . This Second Supplement
supplements the Master Agreement, and along with the Master
Agreement sets forth the terms and conditions applicable to the
Revolving Facility.
3.
Conditions Precedent . Lender will have no obligation
under this Second Supplement until each of the following conditions
precedent is satisfied or waived in accordance with Section
8.02 of the Master Agreement:
(a)
Lender has received all fees and other amounts due and payable on
or prior to the date hereof, including the fees and amounts for
reimbursement or payment of all out-of-pocket expenses required to
be reimbursed or paid by Borrower pursuant to any Loan Document or
any other agreement with Lender;
(b)
Lender has received Borrower’s counterpart of this Second
Supplement and the Revolving Note duly executed and delivered by
Borrower;
(c)
Lender has received Borrower’s counterparts of the Master
Agreement and all Loan Documents contemplated thereby, in each case
duly executed and delivered by Borrower, as well as all other duly
executed and delivered instruments, agreements, opinion letters,
and documents as Lender may require;
(d)
the representations and warranties set forth in the Master
Agreement and each other Loan Document are true and correct in all
material respects as of the date hereof;
(e)
all conditions precedent in the Master Agreement and each other
Loan Document have been satisfied or waived; and
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