Exhibit 10.3
Loan No. E577S01I
UNCOMMITTED REVOLVING CREDIT
SUPPLEMENT
AND
PROMISSORY NOTE
T HIS UNCOMMITTED REVOLVING
CREDIT SUPPLEMENT AND PROMISSORY NOTE (the “
Supplement ”) to the Master Loan Agreement dated
February 28, 2003, (the “ MLA ”) is entered
into as of March 26, 2009, between FCSTONE FINANCIAL, INC.,
West Des Moines, Iowa (the “ Company ”) and
CoBANK, ACB (“ CoBank ”), and amends and
restates the Supplement dated December 23, 2008, and numbered
E577S01H.
SECTION 1. The Uncommitted
Revolving Credit Facility. On the terms and subject to the conditions set
forth in the MLA and this Supplement, CoBank hereby establishes a
revocable, revolving credit facility in favor of the Company (the
“ Facility ”) pursuant to which CoBank may, but
shall not be obligated to, make loans to the Company from time to
time during the term set forth below. CoBank shall have the right
in its sole discretion and at any time to terminate the Facility or
to refuse to make any loan requested by the Company, all without
furnishing prior notice or incurring any liability to the Company.
In addition, upon paying all amounts owing hereunder (including,
without limitation, all accrued interest and, if applicable, any
surcharges contemplated by Section 13 of the MLA), the Company
shall have the right to terminate the Facility at any time in its
sole discretion and without furnishing prior notice or incurring
any liability to CoBank.
SECTION 2. Purpose.
The purpose of the Facility is to
finance the Company’s purchases of grain from certain grain
merchants (“ Sellers ”) who have agreed to sell
grain to (and to later repurchase the grain from) the Company
pursuant to the terms of a Master Commodities Sale/Repurchase
Agreement, a form of which is attached hereto as Exhibit A
and incorporated herein (the “ Sale/Repurchase
Agreement ”). As used herein, “ grain
” means any agricultural commodity traded on a national
exchange and milo.
SECTION 3. Bid
Borrowing.
(A) At such time and from time to time as the
Company agrees to purchase grain from a Seller, CoBank agrees that
the Company may request CoBank to submit an offer to make a loan to
enable the Company to effect the purchase, provided, however, that
CoBank may, but shall have no obligation to, submit such offer, and
the Company may, but shall have no obligation to, accept any such
offer. A request that CoBank submit an offer to make a loan
hereunder shall be referred to herein as a “ bid
request ”, and an offer to make a loan that specifies the
loan amount, interest rate and maturity shall be referred to herein
as the “ bid ”. Each bid request shall be made
only in conjunction with a specific grain purchase from a Seller.
Each bid request, whether made orally or in writing, shall be
accompanied by a completed copy (which may be a facsimile copy) of
a “Confirmation of Trade Under the Master Sales/Repurchase
Agreement” as described in, and the form of which is attached
as Exhibit “A” to, the Sale/Repurchase Agreement (the
“ Confirmation ”). CoBank may, in response to a
bid request, in its discretion, irrevocably submit to the Company a
bid containing an offer to make the loan. Each bid must be
submitted to the Company, whether orally or in writing, by 10:00
a.m. (Denver, Colorado time) on the day following the bid request.
Each bid shall (i) specify the amount of the loan for which
such bid is being made, which shall not exceed 90% of the Sale
Price set forth in the Confirmation; (ii) the rate of interest
per annum offered for the loan, and (iii) the maturity date of
the loan, which date shall be the
Uncommitted Revolving Credit
Supplement
And Promissory Note No.
E577S01I
FCSTONE FINANCIAL, INC.
West Des Moines, Iowa
same as the Repurchase Date as set forth in the
Confirmation. Not later than 11:00 a.m. (Denver, Colorado time) on
the day the Company receives CoBank’s bid, the Company shall
either reject the bid or accept the bid by giving notice to CoBank
by telephone in either case, confirmed by facsimile. Failure to
properly notify CoBank of an acceptance of the bid shall be deemed
a rejection. Any loan made as result of the Company’s
acceptance of CoBank’s bid shall be subject to the terms of
the MLA, this Supplement and all other loan documents entered into
by the Company in connection with the MLA (collectively, “
Loan Documents ”).
(B) Notwithstanding the Company’s acceptance
of any bid, CoBank shall have no obligation to make the loan
described in the bid unless and until CoBank (or a third party
collateral custodian acceptable to CoBank) receives possession of
the warehouse receipt issued by the warehouse that is storing the
grain being purchased by the Company. Such warehouse receipt must
be in proper form, properly describing the grain and the grade and
quantity thereof, and be properly endorsed over to CoBank (or
CoBank must have the power and authority to endorse the warehouse
receipt on behalf of the Company if endorsed to the Company).
CoBank (or any third party collatera
