Exhibit 10.2





 

 

Loan No. RI0992T01


 


 


REVOLVING TERM
LOAN SUPPLEMENT


 


 


            THIS SUPPLEMENT
to the Master Loan Agreement dated July 26, 2011 (the “MLA”), is entered into
as of July 26, 2011
between CoBANK, ACB (“CoBank”) and U.S.
PREMIUM BEEF, LLC, Kansas City, Missouri  (the “Company”). and amends and restates the Supplement dated June 23, 2009.


 


            SECTION 1.  The Revolving Term Loan Commitment.  On the terms and conditions set forth in the MLA and this
Supplement, CoBank agrees to make loans to the Company from the date hereof, up
to and including June 30, 2014, in
an aggregate principal amount not to exceed, at any one time outstanding, $15,000,000.00
(the “Commitment”).  Within the limits
of the Commitment, the Company may borrow, repay, and reborrow.  Notwithstanding the foregoing, for a minimum of 30 consecutive days annually, no loans may be outstanding
under the Commitment.


 


            SECTION 2.   Purpose. 
The purpose of the Commitment is to provide working capital
to the Company.


 


            SECTION 3.   Term. 
Intentionally Omitted.


 


            SECTION 4.   Interest. 
The Company agrees to pay interest on the unpaid balance of
the loan(s) in accordance with one or more of the following interest rate
options, as selected by the Company:


 


                  (A)    CoBank
Base Rate.  At a rate per annum
equal at all times to the rate of interest then charged on Base Rate Advances
(as defined in the National Beef Credit Agreement) under that certain Amended
and Restated Credit Agreement dated June 4, 2010, by and among National Beef
Packing Company, LLC, certain of its subsidiaries, various issuers and lenders,
Coöperatieve Centrale Raiffeisen Boerenleenbank B.A., "Rabobank
Nederland", New York Branch, and U.S Bank National Association, as
Documentation Agents, Bank of America, N.A., and Bank of Montreal, as
Syndication Agents, and CoBank, as Lead Arranger, Sole Bookrunner, Swing Line
Lender and Administrative Agent, as the same may be amended from time to time
(the "National Beef Credit Agreement").  


 


                  (B)    LIBOR.  At a
fixed rate per annum equal to the rate of interest then charged on LIBOR Rate
Advances (as defined in the National Beef Credit Agreement) under the National
Beef Credit Agreement.   Under this option: 
(1) rates may be fixed for "Interest Periods" (as hereinafter
defined) of 1, 2, 3, 6, 9, or 12 months, as selected by the Company; (2) amounts
may be fixed in increments of $25,000.00 or multiples thereof; (3) the
maximum number of fixes in place at any one time shall be ten; and (4) rates
may only be fixed on a "Banking Day" (as hereinafter defined) on
three Banking Days’ prior written notice.  For purposes hereof: 
(a) "Banking Day" shall mean a day on which CoBank is open for
business, dealings in U.S. dollar deposits are being carried out in the London
interbank market, and banks are open for business in New York City and London,
England; and (b) "Interest Period" shall mean a period
commencing on the date this option is to take effect and ending on the
numerically corresponding day in the next calendar month or the month that is
2, 3, 6, 9, or 12 months thereafter, as the case may be; provided, however,
that:  (i) in the event such ending day is not a Banking Day, such period
shall be extended to the next Banking Day unless such next Banking Day falls in
the next calendar month, in which case it shall end on the preceding Banking
Day; and (ii) if there is no numerically corresponding day in the month,
then such period shall end on the last Banking Day in the relevant month.


 

 










 






Revolving Term Loan Supplement RI0992T01

U.S. PREMIUM BEEF, LLC

Kansas City, Missouri 

 

 


The Company shall select the applicable rate option at the
time it requests a loan hereunder and may, subject to the limitations set forth
above, elect to convert balances bearing interest at the variable rate option
to one of the fixed rate options.  Upon the expiration of any fixed rate
period, interest shall automatically accrue at the variable rate option unless
the amount fixed is repaid or fixed for an additional period in accordance with
the terms hereof.  Notwithstanding the foregoing, rates may not be fixed for
periods expiring after the maturity date of the loans and rates may not be
fixed in such a manner as to cause the Company to have to break any fixed rate
balance in order to pay any installment of principal.  All elections provided
for herein shall be made electronically (if applicable), telephonically or in
writing and must be received by CoBank not later than 12:00 Noon Company's
local time in order to be considered to have been received on that day;
provided, however, that in the case of LIBOR rate loans, all such elections
must be confirmed in writing upon CoBank’s request.  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 shall be payable quarterly in arrears
by the 20th day of the following month or on such other day in such month as
CoBank shall require in a written notice to the Company; provided, however, in
the event the Company elects to fix all or a portion of the indebtedness
outstanding under the LIBOR interest rate option above, at CoBank’s option upon
written notice to the Company, interest shall be payable at the maturity of the
Interest Period and if the LIBOR interest rate fix is for a period longer than
three months, interest on that portion of the indebtedness outstanding shall be
payable quarterly in arrears on each three-month anniversary of the
commencement date of such Interest Period, and at maturity.


  


If the
National Beef Credit Agreement terminates for any reason, the interest rates
under Sections 4(A) and 4(B) above shall equal the last interest rates charged
on Base Rate Advances and LIBOR Rate Advances (as defined in the National Beef
Credit Agreement), as the case may be, immediately prior to such termination.             


  


            SECTION 5.   Promissory
Note.  The Company promises to repay the loans that are outstanding at the time the Commitment expires on June 30, 2014. 
If any installment due date is not a day on which CoBank is open for business,
then such payment shall be made on the next day on which CoBank is open for
business.  In addition to the above, the Company promises to pay interest on
the unpaid principal balance hereof at the times and in accordance with the
provisions set forth in Section 4 hereof.

  


            SECTION 6.   Security.  The Company’s obligations hereunder and, to the extent
related hereto, the MLA, including without limitation any future advances under
any existing mortgage or deed of trust, shall be secured as provided in the
Security Section of the MLA.


  


            SECTION
7.    Loan Origination Fee.  In consideration of the Commitment, the Company agrees to
pay to CoBank on the execution hereof a loan origination fee in the amount of $10,000.00.


 

 










 






 

 

 


             SECTION
8.    Commitment
Fee.  In consideration of the
Commitment, the Company agrees to pay to CoBank a commitment fee on the average
daily unused portion of the Commitment
at the rate then charged under the National Beef Credit Agreement (calculated
on a 360-day basis), payable quarterly in arrears
by the 20th day following each calendar quarter. 
Such fee shall be payable for each quarter (or portion
thereof) occurring during the original or any extended term of the Commitment.  If the National Beef Credit Agreement terminates for any
reason, the commitment fee rate under this Section shall equal the last
commitment fee rate under the National Beef Credit Agreement immediately prior
to its termination. 


            

 


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


 




	
  CoBANK,
  ACB

  	
  U.S.
  PREMIUM BEEF, LLC, a Delaware limited
  liability company

  
	
   

  	
   

  
	
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