Statused Revolving
Credit Supplement RI0487S01A
Exhibit 10.42
Loan No.
Rl0487S01A
STATUSED REVOLVING
CREDIT SUPPLEMENT
THIS
SUPPLEMENT to
the Master Loan Agreement dated August 31, 2007 (the
“MLA”), is entered into as of August 31,2007, and
effective October 1, 2008, or such earlier date as Agent (as that
term is defined in the MLA) may establish in its sole discretion,
(the “Effective Date”) between FARM CREDIT SERVICES
OF MID-AMERICA, PCA (“Farm Credit”) and ETHANOL
GRAIN PROCESSORS, LLC, Rives, Tennessee (the
“Company”), and amends and restates the Supplement
dated January 18, 2007, and numbered Rl0487S01.
SECTION 1. The
Revolving Credit Facility. On the terms and conditions set
forth in the MLA and this Supplement, Farm Credit agrees to make
loans to the Company during the period set forth below in an
aggregate principal amount not to exceed, at anyone time
outstanding, the lesser of $2,600,000.00 (the
“Commitment”), or the “Borrowing Base” (as
calculated pursuant to the Borrowing Base Report attached hereto as
Exhibit A). Within the limits of the Commitment, the Company may
borrow, repay and reborrow. No advance shall be made until evidence
has been provided to the Agent (as that term is defined in the MLA)
as required in Section 7(A)(vi) of the MLA that all requisite
equity funds have been received by the Company and that such funds
shall have been utilized for the construction of the Improvements
(as defined herein).
SECTION 2.
Purpose. The
purpose of the Commitment is to finance eligible inventory and
receivables.
SECTION 3.
Term. The
term of the Commitment shall be from the Effective Date hereof, up
to and including October 1, 2009, or, if earlier, the date which is
twelve (12) months after the Effective Date or such later date as
Agent may, in its sale discretion, authorize in writing.
Notwithstanding the foregoing, the Commitment shall be renewed for
an additional year only if, on or before the last day of the term
(the “Expiration Date”), Agent provides to the Company
a written notice of renewal for an additional year (a
“Renewal Notice”). If on or before the Expiration Date,
Agent grants a short-term extension of the Commitment, the
Commitment shall be renewed for an additional year only if Agent
provides to the Company a Renewal Notice on or before such extended
expiration date. All annual renewals shall be measured from, and
effective as of, the same day as the Expiration Date in any
year.
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)
Agent Base
Rate. At a
rate per annum equal at all times to the rate of interest
established by Agent from time to time as its Agent Base Rate,
which Rate is intended by Agent to be a reference rate and not its
lowest rate plus the Pricing Adjustment set forth in Section 4(D)
below. The Agent Base Rate will change on the date established by
Agent as the effective date of any change therein and Agent agrees
to notify the Company of any such change.
(B)
Quoted
Rate. At a
fixed rate per annum to be quoted by Agent in its sale discretion
in each instance. Under this option, rates may be fixed on such
balances and for such periods, as may be agreeable to Agent in its
sale discretion in each instance, provided that: (1) the minimum
fixed period shall be 180 days; (2) amounts may be fixed in
increments of $500,000.00 or multiples thereof; and (3) the maximum
number of fixes in place at anyone time shall be 10.
(C)
LIBOR.
At a fixed rate per
annum equal to “LIBOR” (as hereinafter defined) plus
the Pricing Adjustment set forth in Section 4(D) below. Under this
option: (1) rates may be fixed for “Interest Periods”
(as hereinafter defined) of 1,2,3,6, 9 or 12 months as selected by
the Company; (2) amounts may be fixed in increments of $500,000.00
or multiples thereof; (3) the maximum number of fixes in place at
anyone 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 mean 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 Agent 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.
(D)
Pricing
Adjustment. The interest rate spread parameters
set forth in Subsections (A) and (C) above shall be decreased in
accordance with the following schedule upon full payment of
$18,000,000.00 in Free Cash Flow Payments (as defined in Section 6
of Construction and Term Loan Supplement numbered RI0487TOIA
hereof):
