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Allowable dividends or other annual distributions from each respective subsidiary, subject to certain additional
restrictions including compliance with all loan covenants, terms and conditions, are as follows:
o
Green Plains Bluffton
Up to 35% of net profit before tax, and up to an additional 15% of net profit
before tax, after free cash flow payment is made
o
Green Plains Central City
and Green Plains Ord Up to 35% of net profit before tax, and an unlimited amount may be distributed
after free cash flow payment is made, provided maintenance of 70%
tangible owner equity
o
Green Plains Obion
Up to 40% of net profit before tax, and unlimited after free cash flow payment
is made
o
Green Plains Otter Tail Up to 40% of net profit before tax, and a reasonable amount may be distributed
provided maintenance of 40% tangible owner equity
o
Green Plains Shenandoah Up to 40% of net profit before tax and unlimited after free cash flow payment
is made
o
Green Plains Superior Up to 40% of net profit before tax and unlimited after free cash flow payment
is made
All of the Company’s ethanol production subsidiaries were in compliance with their respective debt covenants at
December 31, 2011.
Bluffton Revenue Bond
Green Plains Bluffton also received $22.0 million in Subordinate Solid Waste Disposal Facility Revenue Bond
funds from the City of Bluffton, Indiana. The revenue bond requires: (1) semi-annual principal and interest
payments of approximately $1.5 million through March 1, 2019, and (2) a final principal and interest payment of
$3.745 million on September 1, 2019.
The revenue bond bears interest at 7.50% per annum.
At December 31, 2011, Green Plains Bluffton had $3.2 million of cash that was restricted as to use for payment
towards the current maturity and interest of the revenue bond.
Subsequent Amendments
On February 9, 2012, Green Plains Holdings II entered into an amended and restated credit agreement comprised of a
$26.4 million amortizing term loan and a $51.1 million revolving term loan. The final maturity dates of the amortizing term
loan and revolving term loan are July 1, 2016 and October 1, 2018, respectively. The amended and restated credit agreement
requires the Company to maintain certain affirmative and negative covenants including maintaining minimum working
capital of $16.0 million (increasing periodically until reaching $22.5 million by March 31, 2013), maintaining minimum net
worth of $80.0 million, and limiting annual capital expenditures to $5.0 million in 2012 (increasing to $6.0 million in 2013).
On February 16, 2012, Green Plains Bluffton entered into an amendment of its master loan agreement to decrease the
minimum fixed charge coverage ratio, or FCCR, from 1.25 to 1.0 to a ratio of 1.15 to 1.0. The amendment required a $3.0
million capital injection from the parent entity and waives any potential noncompliance related to covenants of Green Plains
Bluffton to that date. Without the amendment, the parent entity had the ability and intent to meet the FCCR covenant by
injecting the necessary capital into Green Plains Bluffton prior to filing the compliance certificate. The Company believes it
will maintain compliance with the FCCR, and all other covenants, related to the Green Plains Bluffton loan agreement going
forward.
Agribusiness Segment
The Green Plains Grain loans, executed on October 28, 2011, are comprised of a $30.0 million amortizing term loan and
a $195.0 million revolving credit facility with various lenders. The term loan and revolving credit facility mature on
November 1, 2021 and October 28, 2013, respectively.
The $30.0 million amortizing term loan was disbursed in an initial advance in the amount of $28.0 million on October
31, 2011. The remaining $2.0 million amount may be requested on or before May 1, 2012. Equal payments of principal
sufficient to amortize the loan in full over a 15-year period, plus interest, are due on the first day of every month with the
remaining outstanding balance and all accrued interest due on November 1, 2021, the loan maturity date. The loan bears