**Exhibit10.1**

 

LoanNo. E539S01A

 

**STATUSED****REVOLVINGCREDIT SUPPLEMENT**

 

**                            THISSUPPLEMENT** to the Master Loan Agreement dated June 20, 2001,as amended, (the “MLA”), is entered into as of February 15, 2002 between **CoBANK, ACB**(“CoBank”)and **DAKOTAGROWERS PASTA COMPANY**, Carrington, North Dakota (the “Company”), and amendsand restates the Supplement dated June 20, 2001 and numbered E539S01.

 

**                SECTION1.         The Revolving Credit Facility.**  On the terms and conditions set forth in theMLA and this Supplement, CoBank agrees to make loans to the Company during theperiod set forth below in an aggregate principal amount not to exceed, at anyone time outstanding, the lesser of the “Borrowing Base” (as calculatedpursuant to the Borrowing Base Report attached hereto as Exhibit A) or$19,000,000.00 (the “Commitment”). Within the limits of the Commitment, the Company may borrow, repay andreborrow.

 

**                SECTION2.         Purpose.**  The purpose of the Commitment is to financethe inventory and receivables referred to in the Borrowing Base Report.

 

**                SECTION3.         Term.**  The term of the Commitment shall be fromMarch 1, 2002, up to but not including February 25, 2003, or such later date asCoBank may, in its sole discretion, authorize in writing.

 

**                SECTION4.         Interest.**  The Company agrees to pay interest on theunpaid principal balance of each loan in accordance with one or more of thefollowing interest rate options, as selected by the Company:

 

                        **(A)      VariableRate Option.**  At a rate perannum equal at all times to the rate of interest established by CoBank on thefirst Business Day of each week.  Therate established by CoBank may not exceed CoBank’s National Variable Rate (ashereinafter defined) on that day plus 1% (100 basis points) and shall be effectiveuntil the first Business Day of the next week. Each change in the rate shall be applicable to all balances subject tothis option and information about the then current rate shall be made availableupon telephonic request.  For purposeshereof, the National Variable Rate shall mean the rate of interest establishedby CoBank from time to time as its National Variable Rate, which Rate isintended by CoBank to be a reference rate and not its lowest rate.  The National Variable Rate will change onthe date established by CoBank as the effective date of any change therein andCoBank agrees to notify the Company promptly after any such change.

 

                        **(B)      FixedRate Option.**  At a fixed rateper annum to be quoted by CoBank in its sole discretion in each instance.  Under this option, rates may be fixed onsuch balances and for such periods (including periods extending beyond thematurity date of the loans (as set forth in Section 5 hereof)) as may beagreeable to CoBank in its sole discretion in each instance.  In the event CoBank consents to one or morebalances being fixed for a period or periods extending beyond the maturity datebut the Commitment is not renewed, then each such balance shall be due andpayable on the last day of its fixed rate period and Section 5 hereof shall,for each such balance, be deemed amended accordingly.

 

 

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The Company shall select the applicable rateoption at the time it requests a loan hereunder and may, on any Business Day,elect to convert balances bearing interest at the variable rate option to thefixed rate option.  In addition, priorto the expiration of any fixed rate period, the Company may, subject toSection 13 of the MLA, repay any fixed rate balance, convert any fixedrate balance to the variable rate option, or refix the rate at a new rate to bequoted by CoBank.  Upon the expirationof any fixed rate period, the Company may, subject to the terms hereof, refixthe rate or convert the rate to the variable rate option.  In the absence of any such election,interest shall automatically accrue at the variable rate option.  All elections provided for herein shall bemade telephonically or in writing and must be received by 12:00 noon Company’slocal time.  Interest shall becalculated on the actual number of days each loan is outstanding on the basisof a year consisting of 360 days and shall be payable monthly in arrearsby the 20th day of the following month.

 

**                SECTION5.         Promissory Note.**  The Company promises to repay the unpaidprincipal balance of the loans on the first CoBank business day following thelast day of the term of the Commitment. In addition to the above, the Company promises to pay interest on theunpaid principal balance of the loans at the times and in accordance with theprovisions set forth in Section 4 hereof. This note replaces and supersedes, but does not constitute payment ofthe indebtedness evidenced by, the promissory note set forth in the Supplementbeing amended and restated hereby.

 

                **SECTION 6.         Borrowing Base Reports, Etc. **The Company agrees to furnish aBorrowing Base Report to CoBank at such times or intervals as CoBank may fromtime to time request.  Until receipt ofsuch a request, the Company agrees to furnish a Borrowing Base Report to CoBankwithin 45 days after each month end calculating the Borrowing Base as of thelast day of the month for which the Report is being furnished.  However, if no balance is outstandinghereunder on the last day of such month, then no Report need be furnished.  Regardless of the frequency of thereporting, if at any time the amount outstanding under the Commitment exceedsthe Borrowing Base, the Company shall immediately notify CoBank and repay somuch of the loans as is necessary to reduce the amount outstanding under theCommitment to the limits of the Borrowing Base.  

 

                **SECTION 7.         Amendment Fee.**  In consideration of the amendment, theCompany agrees to pay to CoBank on the execution hereof, a fee in the amount of$5,000.00.

 

                **SECTION 8.         Servicing Fee.**  The Company agrees to pay to CoBank aservicing fee on the average daily balance at the rate of 1/10 of 1% per annum(calculated on a 360 day basis), payable quarterly in arrears by the 20th dayfollowing each calendar quarter.

 

**                SECTION9.         Letters of Credit.**  In addition to loans and if agreeable toCoBank in its sole discretion in each instance, the Company may utilize theCommitment to open irrevocable letters of credit for its account.  Each letter of credit shall reduce theamount available under the Commitment by the maximum amount capable of beingdrawn thereunder.  The rights andobligations of the parties with respect to each letter of credit will begoverned by the Reimbursement Agreement attached hereto as Exhibit B (whichrights and obligations shall be in addition to the rights and obligations ofthe parties hereunder and under the MLA). Notwithstanding the foregoing or any other provision hereof, the maximumamount capable of being drawn under each letter of credit must be statusedagainst the Borrowing Base in the same manner as if it were a loan, and in theevent that 

 

 

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(after repaying all loans) the maximum amountcapable of being drawn under the letters of credit exceeds borrowing base, thenthe Company shall immediately notify CoBank and pay to CoBank (to be held ascash collateral) an amount equal to such excess.

 

 

**                INWITNESS WHEREOF,** the parties have caused this Supplement to beexecuted by their duly authorized officers as of the date shown above.

 
| **CoBANK, ACB** | **DAKOTA GROWERS PASTA COMPANY** |
|-----------------|----------------------------------|
|            |                             |   |   |
| By:             | /s/ Rebecca Kennedy              |   | By: | /s/ Thomas Friezen |   |
|            |                             |   |   |
| Title:          | Assistant Corporate  Secretary   |   | Title: | CFO |   |
|                 |                                  |  |  |  |  |  |

 

 

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