Exhibit 10.25
LOAN
AGREEMENT
This AGREEMENT made and entered into
this 6 th day of March, 2007, by and between the
BROOKINGS COUNTY REGIONAL RAILROAD AUTHORITY , duly executed
to do business in the State of South Dakota, hereinafter called
“AUTHORITY”, and the STATE OF SOUTH DAKOTA , a
body politic, by and through its South Dakota State Railroad Board,
hereinafter called “STATE”, and SOUTH DAKOTA SOYBEAN
PROCESSORS LLC , hereinafter called
“INDUSTRY”.
RECITALS
WHEREAS, INDUSTRY is constructing an
expansion and rehabilitation of their industrial siding at Volga,
South Dakota, and
WHEREAS, project will include the
construction of 3,300 feet of new rail and installation of
industrial turnouts to allow 100 car unit trains to provide for new
and expanded market access; and
NOW, THEREFORE, AUTHORITY, STATE and
INDUSTRY do hereby mutually agree as follows:
1.
STATE agrees to loan One Million
Eight Hundred Ten Thousand Dollars ($1,810,000) to AUTHORITY
for the construction of the above trackage as shown on Exhibit 1,
subject to the terms and conditions hereinafter set
forth:
a.
AUTHORITY agrees to pay back loan
within ten (10) years, together with interest at the rate of
4.875% per annum on the unpaid balance. Payments shall be
made
annually in accordance with the
terms of the attached promissory note with the first payment due
October 1, 2008. The AUTHORITY shall execute the attached
promissory note in accordance with the foregoing
provisions.
b.
Interest will be calculated based on
the date actual payment is received by the STATE. The AUTHORITY
shall have full right of prepayment.
c.
INDUSTRY agrees to guarantee
AUTHORITY’s loan in Section 13 below.
2.
INDUSTRY will construct industrial
siding to at least a FRA Class I Track Safety Standard.
3.
STATE, INDUSTRY, and Dakota,
Minnesota and Eastern Railroad Corporation shall conduct a joint
inspection of the work performed upon its completion. STATE
must concur that all work has been satisfactorily
accomplished. Any decisions regarding the acceptability of
work or materials performed under this AGREEMENT shall be referred
to the Program Manager, Office of Local Transportation Programs,
South Dakota Department of Transportation.
4.
STATE may place an engineer and/or
other inspection personnel on the project work site, at
STATE’s expense, to monitor work activities.
5.
STATE may make progressive payment
upon completion of 50 % of the construction of the industrial
siding.
6.
STATE may withhold the remaining
loan proceeds until such time as all work has been completed,
inspected and approved, including the corrections of any
deficiencies noted by STATE during its inspection.
7.
AUTHORITY shall keep detailed
records, accounts, and
