Exhibit 10.2


 


FIFTH
AMENDMENT AGREEMENT


 


This is a Fifth Amendment Agreement (the “Fifth Amendment”), dated and
effective as of July 31, 2008 (the “Effective Date”), with respect to that
certain Loan Agreement (the “Loan Agreement”) dated as of December 27,
1999, made by BIBP Commodities, Inc.,
a Delaware corporation (“Borrower”), and Capital
Delivery, Ltd., a Kentucky corporation (“Lender”); and that certain
Promissory Note (the “Note”) dated as of December 27, 1999, made by
Borrower in favor of Lender, all as amended by an Amendment Agreement dated June 15,
2001, by a Second Amendment Agreement dated July 1, 2002, by a Third
Amendment Agreement dated May 17, 2004, and by a Fourth Amendment dated December 19,
2007.


 


Recitals


 


A.            Lender has made available to Borrower a revolving line of
credit (the “Loan”) as evidenced by the Loan Agreement and the Note, as
amended.


 


B.            Borrower and Lender anticipate increased borrowing needs
for Borrower and desire to further amend the Loan Agreement and the Note as
provided herein to increase the maximum principal amount of the Loan.


 


NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:


 


1.             The above Recitals are hereby incorporated by reference
into the text of this Amendment as if they were repeated verbatim herein.  Capitalized terms, unless otherwise defined
herein, shall have the meaning given them in the Loan Agreement or the Note, as
the case may be.


 


2.             Borrower and Lender hereby amend the terms of the Loan
Agreement and the Note to increase the Maximum Amount of the Loan from $30,000,000 to $40,000,000.


 


3.             The Maturity Date of the Loan is hereby extended to December 31,
2009.


 


4.             Section 1(b) of the Loan Agreement is hereby
amended and restated, as of the Effective Date, as follows:


 


(b)          Extension
of Term.  Commencing December 31,
2008, and continuing effective each December 31 thereafter, the Maturity
Date shall be extended for a period of one (1) year, provided that on the
effective date of each such extension there exists then no Event of Default, as
defined below, and 


 

















 


provided
further that Lender has not given notice to Borrower of non-extension prior to
such effective date.


 


5.             Borrower and Lender hereby acknowledge and agree that (i) the
obligations evidenced by the Loan Agreement and the Note, as previously
amended, remain in full force and effect except as specifically modified by
this Fifth Amendment; and (ii) this Fifth Amendment is merely a
modification to the terms of the Loan and does not constitute a novation with
respect to any prior indebtedness with respect to the Loan.


 


IN WITNESS WHEREOF, Borrower
and Lender have executed this Fifth Amendment as of the date first above
written, but actually on the dates set forth below their respective signatures.


 


	
  Borrower:

  	
  BIBP
  COMMODITIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Patrick W. Gaunce

  
	
   

  	
   

  	
  Patrick
  W. Gaunce

  
	
   

  	
   

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
  07/21/2008

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Lender:

  	
  CAPITAL DELIVERY, LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  J. David Flanery

  
	
   

  	
   

  	
  J.
  David Flanery

  
	
   

  	
   

  	
  President
  and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
  7/21/2008

  



 


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