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Uncommitted Revolving Credit Supplemental And Promissory Note

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Exhibit 10.32

Loan No. E577S01B




THIS 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 September 19, 2003 between FCSTONE FINANCIAL, INC., West Des Moines, Iowa (the " Company" ) and COBANK, ACB (" CoBank" ), and amends and restates the Supplement dated July 10, 2003 and numbered E577SOlA.

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 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 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 shall hold such warehouse receipts as custodian and secured party pursuant to a Custodial Agreement between CoBank and the Company, the form of which is attached hereto as Exhibit B and incorporated herein (the " Custodial Agreement" ). The warehouse receipts shall remain in the name of the Company, but the Company hereby appoints CoBank as its attorney-in-fact to endorse the warehouse receipts to CoBank (or any third party) upon the occurrence of an Event of Default (as defined in the MLA). Such power shall be deemed to be coupled with an interest and shall be irrevocable during the term hereof and for so long as any balance under this Supplement is unpaid. The Company agrees that any purchaser, grantee or transferee of a warehouse receipt from CoBank shall be entitled to rely on CoBank' s endorsement thereon as attorney-in-fact for the Company without inquiry as to the existence of CoBank' s authority or the existence of an Event of Default.

If the Company is not in default, CoBank shall surrender warehouse receipts as provided in the Custodial Agreement between the parties as needed for the Company to perform its obligations to sell under its Sale & Repurchase Agreement. CoBank acknowledges that it takes custody of, and rights in, the warehouse receipts subject to the terms of the underlying Sale/Repurchase Agreement and CoBank agrees, for the benefit of the Company and the Company' s customer, that it will, in the event of the Company' s default, exercise CoBank' s rights and remedies as a secured creditor under the Loan Documents, and honor the terms of the underlying Sale/Repurchase Agreement by surrendering the warehouse receipt under the terms thereof upon receipt of payment in accordance with the terms of the Sale/Repurchase Agreement.

SECTION 4. Term. Subject to each party' s right to terminate the Facility at any time, the term of the Facility shall be from the date hereof, up to but not including March 1, 2004. Termination of the Facility shall not affect the maturity date or any other terms of any loan made pursuant to the Facility.

SECTION 5. Interest. The unpaid principal balance of each loan shall bear interest at a fixed rate per annum to be quoted by CoBank in its sole discretion in each instance as part of its Bid. Interest shall be calculated on the actual number of days each loan is outstanding on the basis of a year consisting of 360 days and be payable monthly in arrears by the 20th day of the following month.

SECTION 6. Promissory Note. The Company promises to repay each loan made under the Facility in full on the Repayment Date set forth in the Confirmation issued in connection with the grain purchase giving rise to the specific loan to the Company (or, if no Repurchase Date is set forth, then on the date that the Seller is required to repurchase the grain, the purchase of which was financed by the specific loan). The Company promises to repay each such loan regardless of whether the Seller actually repurchases the grain. In addition to the above, the Company promises to pay interest on the unpaid principal balance of the loans at the times and in accordance with the provisions set forth in Section 4 hereof. This note replaces and supersedes, but does not constitute payment of the indebtedness evidenced by, the promissory note set forth in the Supplement being amended and restated hereby.

SECTION 7. Additional Warranties and Representations. With respect to any grain purchases financed by a loan made pursuant to this Supplement, the Company warrants and represents that: (i) the Seller has entered into a Sale/Repurchase Agreement with the Company (the Seller is described as " Merchant" in the Sale/Repurchase Agreement); (ii) the Sale/Repurchase Agreement is valid and enforceable; (iii) the Seller has complied with all requirements imposed on the Seller by the terms of the Sale/Repurchase Agreement, including fully hedging the subject grain and fully insuring the subject grain against casualty loss; (iv) the Company has complied with all requirements imposed on the Company by the terms of the Sale/Repurchase Agreement; (v) no changes to the Sale/Repurchase Agreement have been made unless approved in writing by CoBank; (vi) the Company has no knowledge that any of the Seller' s warranties and representations in the Sale/Repurchase Agreement (including those in Article 6) are or may not be true in all material respects; (vii) there is and has been no default under the Sale/Repurchase Agreement, and (viii) the Sale/Repurchase Agreement does not conflict with, or require the consent of any party to, any other agreement to which the Company is a party or by which it or its property may be bound or affected, and does not conflict with any provision of the Company' s bylaws, articles of incorporation, or other organizational documents.

SECTION 8. Notice. The Company will promptly notify CoBank of any default, casualty or material adverse development that could reasonably affect a Seller' s ability or willingness to repurchase grain as contemplated by any Confirmation.

SECTION 9. Security. In addition to the security set forth in the MLA, the Company' s obligations hereunder and, to the extent related hereto, the MLA, shall be secured by a first lien (subject only to exceptions approved in writing by CoBank) pursuant to all personal property security agreements executed by the Company in favor of CoBank, whether now existing or hereafter entered into. CoBank' s obligation to extend credit hereunder shall be conditioned upon the receipt by CoBank, in form and content acceptable to CoBank, of such evidence that CoBank may require that it has a duly perfected first lien on all security for the guarantor' s obligations.

IN WITNESS WHEREOF, the parties have caused this Supplement to the MLA to be executed by their duly authorized officers as of the date shown above.


/s/ Teresa L. Fountain By:

/s/ Paul G. Anderson


Assistant Corporate Secretary



Exhibit A



Master Sale/Repurchase Agreement (" Master Agreement" ) entered into as of 200 ., between ______________________________, a ___________________________________________ (" Merchant" ) and FCStone Financial, Inc., an Iowa corporation (" FCStone Financial" ) FCStone Financial and Merchant are sometimes referred to individually as a " Party" or collectively as " Parties."


1.1 Scope . This Agreement governs each transaction between the Parties for the simultaneous sale and repurchase of Eligible Commodities; which is identified by the parties as such under the procedures provided hereby.

1.2 Definitions . All defined terms shall have the meanings set forth in Exhibit " A" hereto and in the Confirmation for a specific Sale/Repurchase Transaction.

1.3 Single Agreement . The Parties may agree from time to time to enter into one or more Sale/Repurchase Transactions, each of which shall be governed by this Master Agreement and the Confirmation exchanged between the Parties with respect to such Sale/Repurchase Transaction. If the terms of a specific Confirmation differ from this Master Agreement, the terms of such Confirmation shall control. All Sale/Repurchase Transactions are entered into in reliance on the fact that this Master Agreement and all Confirmations form a single agreement between the Parties and, in the absence of the same forming such a single agreement, the Parties would not otherwise enter into any Sale/Repurchase Transactions.

1.4 Limited Undertaking . Neither Party commits, by entering into this Master Agreement, to enter into any individual Sale/Repurchase Transaction with the other Party.

1.5 Oral Agreements and Confirmation . A Sale/Repurchase Transaction specifying at least the Parties, the Commodity, the Sale Price, Sale Date, Repurchase Date, Index, Rate Margin, and the Related Futures Contract and Exchange shall be binding and enforceable as of the time of oral agreement. FCStone Financial shall memorialize the terms of each Sale/Repurchase Transaction entered into orally by sending a Confirmation to Merchant, containing all, or substantially all, of the information set forth in Exhibit " B" hereto and such other terms as the Parties may have agreed, by the close of the second (2nd) Business Day after the Business Day on which such oral agreement was reached. If Merchant does not receive a Confirmation by the close of the third (3rd) Business Day after the Business Day on which such oral agreement was reached, Merchant shall notify FCStone Financial by telephone. Merchant shall confirm the Sale/Repurchase Transaction and signify its acceptance of the terms of FCStone Financial' s Confirmation by signing the Confirmation sent by FCStone Financial and sending it back to FCStone Financial by facsimile transmission, or by sending an Acceptance to FCStone Financial by facsimile transmission accepting the terms of FCStone Financial' s Confirmation, by the close of the next Business Day following Merchant' s receipt of FCStone Financial' s Confirmation. Absent obvious error, a Confirmation shall be deemed conclusive if

not accepted or modified in accordance with this Section 1.5 within three (3) Business Days following receipt. Executed facsimile copies of a Confirmation, or a Party' s Confirmation together with an Acceptance received from the other Party shall constitute an original signed document for all purposes under this Master Agreement and under law. The Parties acknowledge and understand that a Sale/Repurchase Transaction may begin before the delivery of the Confirmation or completion of the confirmation process for such Sale/Repurchase Transaction, and that such Confirmation and process are to memorialize in writing the terms binding between the Parties as of the time orally agreed.

1.6 Disagreements . If Merchant does not agree with FCStone Financial' s Confirmation, Merchant shall within one (I) Business Day after receipt of the Confirmation notify FCStone Financial of the specific terms or provisions that it considers to be in error. A tape recording of the oral agreement May be relied upon to resolve any differences, provided that a true and complete copy of the tape recording is promptly made available to the other Party upon request. The Parties will cooperate in good faith to correct any error or to reach mutual agreement as to the terms of the Sale/Repurchase Transaction in a timely manner, and corrected Confirmations shall be sent and/or confirmed in accordance with Section 1.5.

1.7 Oral Agreements Enforceable . The Parties agree not to contest, or enter any defense concerning the validity or enforceability of any Sale/Repurchase Transaction on the grounds that the documentation for such transaction fails to comply with the requirements of the Statute of Frauds or any other statute that agreements be written or signed.

1.8 Eligibility . Merchant represents and warrants that it will undertake Sale/Repurchase Transactions under this Agreement only as to Eligible Commodities as defined in Exhibit A.


To the extent FCStone Financial and Merchant shall enter into one or more Sale/Repurchase Transactions in Eligible Commodities as herein provided, such Sale/Repurchase Transactions shall be conducted as follows:

2.1 Sale . Merchant shall sell to FCStone Financial, and FCStone Financial shall purchase from Merchant the Quantity of the specific grade of the Commodity identified in a Confirmation for the Sale Price per bushel set forth in such Confirmation, on the Sale Date specified in such Confirmation (the " Subject Commodities" ).

2.2 Warehouse Receipt . Merchant shall issue one or more negotiable warehouse receipts and shall endorse and negotiate such warehouse receipts to the order of FCStone Financial to reflect FCStone Financial' s purchase. Such warehouse receipts shall be issued in due form without any stated limitation or restriction, and shall be delivered to FCStone Financial, or to its designated Custodian. Merchant shall also deliver documentation, in form attached hereto as Exhibit D, of the consent to sale to FCStone Financial of the Subject Commodities, duly executed by or on behalf of each person or entity holding any lien or claim to a lien on Merchant' s inventory of commodities or any other rights in the Subject Commodities. All such warehouse receipts and consents to sale shall be from such parties, shall be executed in such a

manner and shall be accompanied by such other supporting documentation as FCStone Financial or its counsel shall reasonably require.

2.3 Sale Payment . FCStone Financial shall issue payment in fall for the Sale Proceeds by wire transfer to the account of Merchant on the next Business Day after the warehouse receipt and any required consents and documents are delivered to FCStone Financial or its Custodian.

2.4 Storage . The Subject Commodities shall remain in storage with Merchant unless and until there is an occurrence of an Event of Default by the Merchant as defined in Section 7.1 of this Agreement, at which time FCStone Financial may, but is not required, to take possession of and/or dispose of the Subject Commodities pursuant to Section 7.2 of this Agreement. Merchant shall maintain the Subject Commodities in good condition and shall store them for FCStone Financial' s account. To the extent this Agreement is deemed a secured transaction pursuant to Section 2.15 of this Agreement, Merchant will be deemed as bailee of the Subject Commodities to be holding them for FCStone Financial' s benefit.

2.5 Storage Fee . Merchant shall waive all storage, elevation, handling and other fees with respect to storage of the Subject Commodities sold to FCStone Financial, regardless of whether such fees would otherwise have accrued after the Sale/Repurchase Transaction in question.

2.6 Title . FCStone Financial shall be the owner of the Subject Commodities from the time of its payment to Merchant of the Sale Proceeds until receipt by FCStone Financial of payment of the Repurchase Proceeds in full. Merchant shall be deemed, during such time, to be the bailor of the commodities as a warehouseman. FCStone Financial' s rights of title shall include, but not be limited to the right to transfer the warehouse receipts and the subject commodities to any lender as collateral for loans to FCStone Financial.

2.7 Insurance . Simultaneously with delivery of the documents described in Section 2.1 of this Agreement, Merchant will provide a certificate of insurance to FCStone Financial providing coverage against casualty loss to Merchant, FCStone Financial and FCStone Financial' s designated lender as their interests may appear.

2.8 Hedges . The Subject Commodities shall at all times be fully hedged by Merchant by ownership of Related Futures Contracts specified in a Confirmation which shall be held in a futures account
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