Cardinal Ethanol LLC (Form: 8-K, Received: 03/08/2019 13:43:07)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 8, 2019



CARDINAL ETHANOL, LLC
(Exact name of small business issuer as specified in its charter)

Indiana	000-53036		20-2327916
(State or other jurisdiction of incorporation or organization)	(Commission File Number)		(I.R.S. Employer Identification No.)

1554 N. County Road 600 E, Union City, IN		47390
(Address of principal executive offices)		(Zip Code)

(765)-964-3137
(Issuer's telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):



o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).



o	Emerging Growth Company
o	If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 1.01 Entry into a Material Definitive Agreement

On March 8, 2019, Cardinal Ethanol, LLC ("Cardinal") and its primary lender, First National Bank of Omaha (the "Bank"), executed a Fourteenth Amendment of First Amended and Restated Construction Loan Agreement to be effective as of February 28, 2019, which amends the First Amended and Restated Construction Loan Agreement dated June 10, 2013 (the "Amendment"). The primary purpose of the Amendment was to extend the termination date of the Revolving Credit Loan from February 28, 2019 to February 28, 2020. In connection with the Amendment, Cardinal also executed a Security Agreement and Assignment of Hedging Accounts granting the Bank a security interest in Cardinal's accounts at Marex North America, LLC.

Item 9.01 Financial Statements and Exhibits


(a)	None.


(b)	None.


(c)	None.


(d)	Exhibits.

Exhibit No. Description

99.1 Fourteenth Amendment of First Amended and Restated Construction Loan Agreement with First National Bank of Omaha

99.2 Security Agreement and Assignment of Hedging Accounts with First National Bank of Omaha

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



	CARDINAL ETHANOL, LLC

Date: March 8, 2019	/s/ William Dartt
	William Dartt, Chief Financial Officer
	(Principal Financial Officer)

FOURTEENTH AMENDMENT OF

FIRST AMENDED AND RESTATED CONSTRUCTION LOAN AGREEMENT

THIS FOURTEENTH AMENDMENT OF FIRST AMENDED AND RESTATED CONSTRUCTION LOAN AGREEMENT (“Amendment”) is made as of the 28 ^th day of February, 2019 between FIRST NATIONAL BANK OF OMAHA, a national banking association ("Lender") and CARDINAL ETHANOL, LLC, an Indiana limited liability company (“Borrower”). This Amendment amends that certain First Amended and Restated Construction Loan Agreement dated June 10, 2013 between Lender and Borrower (as amended, the "Loan Agreement”).

WHEREAS, pursuant to the Loan Agreement and the other Loan Documents, Lender extended the Loans described in the Loan Agreement to Borrower;

WHEREAS, pursuant to that certain First Amendment of First Amended and Restated Construction Loan Agreement dated October 8, 2013, the date on which the Declining Revolving Credit Loan began to revolve was amended from April 8, 2014 to October 8, 2013, the Maximum Availability of the Declining Revolving Credit Loan was modified and the Loan Agreement was otherwise modified as provided for therein;

WHEREAS, pursuant to that certain Second Amendment of First Amended and Restated Construction Loan Agreement dated February 27, 2014, the Maximum Availability of the Declining Revolving Credit Loan was fixed at $5,000,000, the Reduction Dates applicable to the Declining Revolving Credit Loan were deleted, the Fixed Charge Coverage Ratio covenant was deleted, the distribution covenant was deleted, the Termination Date of the Revolving Credit Loan was extended to February 28, 2015 and the Loan Agreement was otherwise amended as provided for therein; and

WHEREAS, pursuant to that certain Third Amendment of First Amended and Restated Construction Loan Agreement dated February 28, 2015, the Termination Date of the Revolving Credit Loan was extended to March 31, 2015;

WHEREAS, pursuant to that certain Fourth Amendment of First Amended and Restated Construction Loan Agreement dated March 31, 2015, the Termination Date of the Revolving Credit Loan was extended to February 28, 2016 and the interest rate and Non-Use Fee applicable to the Revolving Credit Loan were modified;

WHEREAS, pursuant to that certain Fifth Amendment of First Amended and Restated Construction Loan Agreement dated July 23, 2015 (the “Fifth Amendment”), the maximum principal amount of the Declining Revolving Credit Loan was increased to finance the Improvements and permit Construction Advances up to May 31, 2016 to fund such Improvements, the Termination Date of the Declining Revolving Credit Loan was extended to February 28, 2021, the interest rate applicable to the Declining Revolving Credit Loan was modified, the Fixed Charge Coverage Ratio was modified, the Capital Expenditures

covenant was modified and the Loan Agreement was otherwise amended as provided for therein;

WHEREAS, pursuant to that certain Sixth Amendment of First Amended and Restated Construction Loan Agreement dated February 28, 2016, the Termination Date of the Revolving Credit Loan was extended to February 28, 2017;

WHEREAS, pursuant to that certain Seventh Amendment of First Amended and Restated Construction Loan Agreement dated May 6, 2016, the Completion Date was extended to July 31, 2016, the definition of Permitted Liens was modified and the Loan Agreement was otherwise amended as provided for therein;

WHEREAS, pursuant to that certain Eighth Amendment of First Amended and Restated Construction Loan Agreement dated July 31, 2016, the Construction Advances were converted to amortizing term debt, the maximum principal amount of the Declining Revolving Credit Loan was reduced to $5,000,000 and the Loan Agreement was otherwise amended as provided for therein;

WHEREAS, pursuant to that certain Ninth Amendment of First Amended and Restated Construction Loan Agreement dated September 1, 2016, the repayment terms of the Term Loan were modified as provided for therein;

WHEREAS, pursuant to that certain Tenth Amendment of First Amended and Restated Construction Loan Agreement dated February 28, 2017, Lender extended to Borrower the Construction Loan described therein to be used by Borrower to construct the Grain Loadout Facility Improvements during the Grain Loadout Facility Construction Period, extended the Termination Date of the Revolving Credit Loan to February 28, 2018, modified the Fixed Charge Coverage Ratio, added a Debt Service Coverage Ratio, modified the capital expenditures covenant, modified the distributions covenant, and otherwise amended the Loan Agreement as provided for therein;

WHEREAS, pursuant to that certain Eleventh Amendment of First Amended and Restated Construction Loan Agreement dated October 31, 2017, the Grain Loadout Facility Construction Period was extended to December 31, 2017;

WHEREAS, pursuant to that certain Twelfth Amendment of First Amended and Restated Construction Loan Agreement dated December 31, 2017, the Construction Loan was converted to the Grain Loadout Facility Term Loan and the Loan Agreement was otherwise amended as provided for therein;

WHEREAS, pursuant to that certain Thirteenth Amendment of First Amended and Restated Construction Loan Agreement dated February 28, 2018, the Termination Date of the Revolving Credit Loan was extended to February 28, 2019 and the Borrowing Base was modified as provided for therein;

WHEREAS, Borrower has requested, and Lender has agreed, to extend the Termination Date of the Revolving Credit Loan to February 28, 2020; and

WHEREAS, Borrower and Lender desire to modify the Loan Agreement as provided for in this Amendment.

NOW, THEREFORE, in consideration of the amendments of the Loan Agreement set forth below, the mutual covenants herein and other good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the parties agree to amend the Loan Agreement as follows:

1. Capitalized terms used in this Amendment which are defined in the Loan Agreement shall have the meanings given to them in the Loan Agreement, as such definitions may be amended by this Amendment.

2. The defined term “Termination Date” in Section 1.01 of the Loan Agreement is hereby amended by deleting the reference to February 28, 2019 as the Termination Date of the Revolving Credit Loan and inserting in lieu thereof February 28, 2020.

3. This Amendment shall not be effective until Lender has received each of the following (each in form and substance acceptable to Lender) or the following conditions have been satisfied:


(a)	This Amendment, duly executed by Borrower and Lender;


(b)	A Security Agreement and Assignment of Hedging Accounts encumbering all of Borrower’s accounts at Marex North America, LLC; and


(c)	Such other documents and matters as are reasonably required by Lender.

In addition, within ninety (90) days after the date of this Amendment, Borrower will use commercially reasonable efforts to cause Marex North America, LLC to enter into a control agreement or other document in form and substance acceptable to Lender to perfect Lender’s security interest in all of Borrower’s accounts at Marex North America, LLC, and the failure to do so will be deemed an Event of Default under the Loan Agreement.

4. Except as modified in this Amendment, all other terms, provisions, conditions and obligations imposed under the terms of the Loan Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified, affirmed, and certified by Borrower and Lender. Borrower hereby ratifies and affirms the accuracy and completeness of all representations and warranties contained in the Loan Documents. Borrower represents and warrants to the Lender that the representations and warranties set forth in the Loan Agreement, and each of the other Loan Documents, are true and complete

on the date hereof as if made on and as of the date hereof (or, if any such representation or warranty is expressly stated to have been made as of a specific date, such representation or warranty shall be true and correct as of such specific date), and as if each reference in the Loan Agreement to “this Agreement” included references to this Amendment. Borrower represents, warrants, and confirms to the Lender that no Default or Events of Default is now existing under the Loan Documents and that no event or condition exists which would constitute a Default or an Event of Default under the Loan Agreement or any other Loan Document. Nothing contained in this Amendment either before or after giving effect thereto, will cause or trigger a Default or an Event of Default under any Loan Document. To the extent necessary, the Loan Documents are hereby amended consistent with the amendments provided for in this Amendment.

5. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same instrument. This Amendment shall be governed by and construed in accordance with the laws of the State of Nebraska, exclusive of its choice of laws rules.

6. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided in this Amendment, operate as a waiver of any right, power or remedy of the Lender under any of the Loan Documents, nor, except as expressly provided in this Amendment, constitute a waiver or amendment of any provision of any of the Loan Documents. Upon and after the execution of this Amendment by each of the parties hereto, each reference in the Loan Agreement to “this Agreement”, “hereunder”, “hereof” or words or phrases of like import referring to the Loan Agreement, and each reference in the other Loan Documents to the “Loan Agreement”, “thereunder”, “thereof” or words or phrases of like import referring to the Loan Agreement, shall mean and be a reference to the Loan Agreement as modified by this Amendment. This Amendment and the rights evidenced by this Amendment shall inure to the benefit of and be binding upon the successors and permitted assigns of the parties hereto, and shall be enforceable by any such successors and assigns. Borrower will pay on demand all costs and expenses incurred by Lender in connection with the preparation, execution, delivery, filing, and administration of this Amendment (including, without limitation, legal fees incurred in connection with the preparation of this Amendment and advising Lender as to its rights, and the cost of any credit verification reports or field examinations of Borrower's properties or books and records). Borrower's obligations to Lender under this Section shall survive the termination of this Amendment or the Loan Agreement and the repayment of Borrower's Obligations to Lender under the Loan Agreement and other Loan Documents.

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Account Number(s): R1590A ADT R5750

R1590A 277 R5750

R1590A 277 R5751

R1590A 277 R5752

SECURITY AGREEMENT

AND ASSIGNMENT OF HEDGING ACCOUNTS

WHEREAS, the undersigned, CARDINAL ETHANOL, LLC ("Debtor"), whose address is 1554 N. 600 E, Union City, Indiana 47390 carries the account listed above with Marex North America, LLC (“Broker”), as broker, whose address is RCG Division of Marex North America, 216 West Jackson Boulevard, Suite 400, Chicago, Illinois 60606, for trading in hedging and commodities futures contracts; and Debtor is now indebted to FIRST NATIONAL BANK OF OMAHA (the “Secured Party”) under and pursuant to that certain First Amended and Restated Construction Loan Agreement dated June 10, 2013 between Debtor and the Secured Party (as it has been and may be from time to time amended including by that certain Fourteenth Amendment of First Amended and Restated Construction Loan Agreement of even date with this Agreement, the “Loan Agreement”). The Secured Party’s address is 1620 Dodge Street, Stop 1057, Omaha, Nebraska 68197. Capitalized terms not otherwise defined in this Agreement will have the meaning given to such terms in the Loan Agreement. Pursuant to the Loan Agreement, Debtor is obligated to execute in favor of and deliver to the Secured Party this Security Agreement and Assignment of Hedging Accounts (as it may be amended, restated, replaced, supplemented, or otherwise modified from time to time, the “Agreement”).

NOW, THEREFORE, it is hereby agreed by and between the parties as follows:

1. To secure payment and performance of Debtor’s Obligations to the Secured Party under the Loan Agreement and the other Loan Documents, and to secure payment and performance of any other Debt or liabilities of Debtor to the Secured Party and the Secured Party’s Affiliates, including but not limited to obligations and liabilities with respect to Financial Instrument Agreements, overdrafts, deposit and treasury services obligations, credit and purchasing cards, and the payment of all monies which the Secured Party or its Affiliates may hereafter loan or advance to Debtor, Debtor hereby grants to Secured Party a continuing security interest in and assigns and transfers to the Secured Party the account listed above and any other accounts, open positions, investment property, or commodity contracts that Debtor now or hereafter maintains with Broker and all assets, cash, cash equivalents, open position equity, equity, investment property, security entitlements, commodity entitlements, securities, commodities, funds, Trading Account Property (as such term is defined in that certain Account Control Agreement among Debtor, the Secured Party and Broker), or value which may hereafter accumulate or become withdrawable from, distributed on account of, or payable out of the accounts with Broker identified above or otherwise maintained by Debtor with Broker, and all cash and non-cash proceeds thereof, including any balance which may remain to the credit of such accounts upon the closing thereof, and all commodities, commodity contracts, investment property, commodity and securities entitlements, and other rights associated with such accounts, and all contracts therein (including, but not limited to, futures contracts) which Broker transacts for Debtor and all cash and non-cash proceeds thereof, including all assets, personal property interests of Debtor, cash, and non-cash property constituting proceeds of proceeds of all the foregoing (the foregoing accounts and property collectively referred to as the “Account”); subject, however, to the prior payment of all account fees and commissions, which may have been incurred in connection with Debtor's transactions with Broker.

2. Debtor shall execute and deliver to the Secured Party the Account Control Agreement referenced above and such other documents and control agreements, and hereby irrevocably authorizes the Secured Party to file all financing statements, amendments to financing statements and other documents or instruments, as the Secured Party may reasonably request or require, in a form satisfactory to the Secured Party to perfect, and maintain perfected, the security interest granted and assignments made by Debtor to the Secured Party in this Agreement.

3. Broker is hereby irrevocably authorized and directed by Debtor to pay the Secured Party, without further authority from or consent of Debtor, upon the Secured Party's demand and whether or not an Event of Default exists, all cash and funds that may hereafter be withdrawable or payable out of the Account, and Debtor agrees that it will not withdraw or attempt to withdraw any funds or other property from the Account except as permitted by this Agreement, the Account Control Agreement, or the Secured Party in writing. The Secured Party is hereby irrevocably authorized and fully empowered by Debtor without further authority from or consent of Debtor to request Broker to remit to the Secured Party any funds that may be due to Debtor, and Broker is hereby authorized and directed by Debtor to pay to the Secured Party such sums as the Secured Party shall so request or demand without the consent of or notice to Debtor. Debtor hereby grants the Secured Party’s control over the Account as defined in Articles 8 and 9 of the Uniform Commercial Code.

4. If at any time during the continuance of any commodity contract or contracts, Broker may require additional margin in order to protect such commodity contract or contracts, the Secured Party may, but shall not be obligated to, advance to Broker on behalf of Debtor such amounts as may be required to protect such commodity contracts; provided, however, that any such advance shall be deemed an advance under the Revolving Credit Loan, in the Secured Party’s discretion, and Debtor shall in all respects remain liable to the Secured Party for any amounts so advanced.

5. Debtor hereby irrevocably constitutes and appoints the Secured Party its true and lawful attorney-in-fact, coupled with an interest, to demand, receive and enforce payments and to give receipts, releases, satisfactions for, and to sue for all value and monies payable to Debtor on account of or under the Account or any commodity entitlements and investment property contained therein and this may be done in the name of the Secured Party with the same force and effect as Debtor could do had this Agreement not been made. Any and all monies or payments which may be received by Debtor, to which the Secured Party is entitled under and by reason of this Agreement, will be received by Debtor as trustee for the Secured Party, and will be immediately delivered in kind to the Secured Party without commingling.

6. Nothing herein contained shall be construed to prevent Debtor from remaining the owner, subject to the interest of the Secured Party, in the Account with Broker. Until the Secured Party elects to the contrary and delivers notice of such election in writing to Broker, Debtor may make such additional hedging transactions in the Account with Broker as Broker shall be willing to accept for execution. In the event the Secured Party does make such election and does deliver such notice to Broker, Debtor shall not thereafter execute any transactions in the Account and Broker shall not accept for execution any such transactions without the prior written concurrence of the Secured Party, except transactions in liquidation of any then outstanding commodity or commodity futures positions.

7. Whenever the Secured Party deems it necessary for its protection, it shall be entitled, without the consent or concurrence of or prior notice to Debtor, to direct Broker to liquidate any or all then outstanding open positions in the Account and to direct Broker to pay to it, the Secured Party, the credit balance as shall exist in the Account after such liquidation and after the payment to Broker of all the indebtedness of Debtor to Broker in connection with transactions in the Account. Debtor hereby authorizes Broker to follow instructions Broker receives from the Secured Party with respect to the Account without the consent of Debtor.

8. Any sums paid by Broker from the Account to the Secured Party under this Agreement shall be applied by the Secured Party to the payment of any Obligations or other indebtedness owing by Debtor to the Secured Party in such order and manner as the Secured Party determines in its sole discretion. The balance remaining after the payment of said indebtedness shall be paid by the Secured Party to such parties required by the Uniform Commercial Code or other applicable law. The receipt or receipts of the Secured Party for such funds so paid to it by Broker shall, as to Broker, operate as the receipt of Debtor as fully and as completely as if funds had been paid to Debtor in person and receipted for by Debtor.

9. The Secured Party is hereby irrevocably authorized and empowered by Debtor to receive from Broker, and Broker is authorized and directed to deliver to the Secured Party, copies of confirmations on all contracts executed for the Account of Debtor, copies of the monthly position and ledger accounts of Debtor, copies of statements issued on the Account, and copies of any and all matters pertaining to the Account of Debtor with Broker.

10. As between Debtor and the Secured Party, this Agreement shall remain in full force and effect until canceled in writing by the Secured Party or by the Debtor, when and if and only if Debtor is no longer indebted to the Secured Party. Any cancellation of this Agreement shall be without effect as to Broker until Broker is notified in writing by the Secured Party.

11. Debtor hereby represents and warrants to the Secured Party that the Account, other accounts or security interests above assigned or granted have not heretofore been pledged, alienated, or assigned except for the security interests previously granted by Debtor to Broker and that Debtor is the owner of such Account.

12. This Agreement shall be binding upon Debtor, its successors and assigns and it shall be binding upon and inure to the benefit of any successors of the Secured Party and Broker.

13. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Nebraska, exclusive of its choice of laws principles.

14. This Agreement may be executed simultaneously in counterparts, each of which shall be deemed an original but which together shall constitute one and the same instrument. Electronic delivery of an executed counterpart of a signature page to this Agreement shall be effective as delivery of an original executed counterpart of this Agreement.

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