Exhibit 10.2
FIRST SUPPLEMENT
TO THE
MASTER CREDIT AGREEMENT
(Refinance Term
Loan)
THIS FIRST SUPPLEMENT TO THE MASTER CREDIT
AGREEMENT (“ First
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 First Supplement supplements the Master Credit
Agreement between Lender and Borrower dated as of even date
herewith (as the same may be amended, restated, supplemented or
otherwise modified (other than by Supplements entered into pursuant
to Section 1.02 thereof) from time to time, the “
Master Agreement
”).
RECITALS:
A.
Pursuant to the Original Credit Agreement (as defined in the Master
Agreement), Lender has made certain loans and other credit
accommodations available to Borrower, including a construction and
term loan referred to as loan number 7572905400 in Lender’s
records and a 2005 term loan referred to as loan number 7602761100
in Lender’s records (collectively, the “ Original Term Loan ”).
B.
As of the date hereof, the aggregate principal amount outstanding
under the Original Term Loan is approximately $20,649,482.81, and
Borrower wishes to refinance $20,000,000 of this amount with a new
term loan from Lender.
C.
Lender is willing to refinance the Original Term Loan subject to
the terms and conditions hereof.
AGREEMENT:
1.
Definitions . Capitalized terms used and not otherwise
defined in this First Supplement have the meanings attributed to
them below or in the Master Agreement. Definitions in this First
Supplement control over inconsistent definitions in the Master
Agreement, but only to the extent the defined terms apply to Loans
under this First Supplement. Definitions set forth in the Master
Agreement control for all other purposes. As used in this First
Supplement, the following terms have the following meanings:
“ Closing
Date ” means August 10, 2007, for purposes of this
First Supplement.
“ Interest Election ” has the
meaning set forth in Section 5 of this First
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.
“ Refinance Term
Loan ” means the Loan made by Lender to
Borrower under this First Supplement.
“ Refinance Term Loan
Maturity Date ” means the earlier of (a) July
1, 2013, and (b) the date on which the Obligations have been
declared or have automatically become due and payable, whether by
acceleration or otherwise.
“ Refinance Term Loan Note ” means the Refinance
Term Loan Note made by Borrower payable to the order of Lender,
dated the date hereof, in the initial aggregate principal amount of
$20,000,000 in substantially the form of Exhibit 1A attached
hereto.
“ Variable Rate ” has the meaning
set forth in Section 5 of this First Supplement.
2.
Effect of First Supplement . This First Supplement
supplements the Master Agreement, and along with the Master
Agreement, sets forth the terms and conditions applicable to the
Refinance Term Loan.
3.
Conditions Precedent . Lender will have no obligation
under this First 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 First
Supplement and the Refinance Term Loan 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 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;
(f)
no Default or Event of Default has occurred and is continuing;
and
2
(g)
all amounts outstanding on the Original Term Loan in excess of
$20,000,000 have been paid in full.
4.
Repayment . Borrower will pay to Lender on the first day
of the first calendar quarter following the Closing Date, and on
the first day of each calendar quarter thereafter, through and
including the Refinance Term Loan Maturity Date, equal quarterly
principal payments of $833,333.33 plus accrued interest (consisting
of 24 quarterly payments) with a balloon payment on the Refinance
Term Loan Maturity Date. All remaining principal and accrued and
unpaid interest outstanding on the Refinance Term Loan is due and
payable on the Refinance Term Loan Maturity Date.
5.
Interest .
(a)
Interest on the Refinance Term Loan will accrue at a variable
interest rate equal to LIBOR plus the Margin (the “
Variable Rate ”).
Alternatively, Borrower may elect (an “ Interest Election ”), from time
to time, any one or more of the fixed or adjustable interest rate
available from Lender at the time of the election. The elected rate
must be applied to amounts of not less than $1,000,000 owing on the
Refinance Term Loan, as set forth below, and interest on such
amounts shall accrue at such rate selected by Borro
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