Exhibit 10.1


 


Loan No. RIE539S01C


 


STATUSED
REVOLVING CREDIT SUPPLEMENT


 


THIS
SUPPLEMENT to the
Master Loan Agreement dated May 23, 2005 (the “MLA”), is entered into as of May
26, 2006, and effective June 1, 2006 (“Effective Date”), between CoBANK, ACB (“CoBank”) and DAKOTA GROWERS PASTA COMPANY, INC., Carrington, North
Dakota (the “Company”), and amends and restates the Supplement dated
May 23, 2005 and numbered RIE539S01B.


 


SECTION 1.         The
Revolving Credit Facility.  On the terms
and conditions set forth in the MLA and this Supplement, CoBank agrees to make
loans to the Company during the period set forth below in an aggregate
principal amount not to exceed, at any one time outstanding, the lesser of
$25,000,000.00 (the “Commitment”), or the “Borrowing Base” (as calculated
pursuant to the Borrowing Base Report attached hereto as Exhibit A).  Within the limits of the Commitment, the
Company may borrow, repay and reborrow.  


 


SECTION
2.         Purpose. 
The purpose of the Commitment is to finance the inventory and receivables
referred to in the Borrowing Base Report.


 


SECTION
3.         Term. 
The term of the Commitment shall be from the Effective date hereof, up to and including May 30,
2007, or such later date as CoBank may, in its sole discretion, authorize in
writing.  


 


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


 


(A)      Weekly Quoted Variable Rate. 
At a rate per annum equal at all times to the rate of interest
established by CoBank on the first Business Day of each week.  The rate established by CoBank shall be
effective until the first Business Day of the next week.  Each change in the rate shall be applicable
to all balances subject to this option and information about the then current
rate shall be made available upon telephonic request.


 


(B)      Quoted Rate. 
At a fixed rate per annum to be quoted by CoBank in its sole discretion
in each instance.  Under this option,
rates may be fixed on such balances and for such periods, as may be agreeable
to CoBank in its sole discretion in each instance, provided that:  (1) the minimum fixed period shall be 30
days; (2) amounts may be fixed in increments of $500,000.00 or multiples
thereof; and (3) the maximum number of fixes in place at any one time shall be
10.


 


(C)      LIBOR.  At a fixed
rate per annum equal to “LIBOR” (as hereinafter defined) plus 2 1/4%.  Under this option:  (1) rates may be fixed for “Interest Periods”
(as hereinafter defined) of 1, 2, 3 or 6 months as selected by the Company; (2)
amounts may be fixed in increments of $500,000.00 or multiples thereof; (3) the
maximum number of fixes in place at any one time shall be 10; and (4) rates may
only be fixed on a “Banking Day” (as hereinafter defined) on 3 Banking Days’
prior written notice.  For purposes
hereof:  (a) “LIBOR” shall mean the rate
(rounded upward to the nearest sixteenth and adjusted for reserves required on “Eurocurrency
Liabilities” (as hereinafter defined) for banks subject to “FRB Regulation D”
(as herein defined) or required by any other federal law or regulation) quoted
by the British Bankers Association (the “BBA”) at 11:00 a.m. London time 2
Banking Days before the commencement of the Interest Period for the offering of
U.S. dollar deposits in the London interbank market for the Interest Period
designated by the Company; as published by Bloomberg or another major
information vendor listed on BBA’s official website; (b) “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; (c) “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 or 6 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; (d) “Eurocurrency Liabilities” shall have meaning as set forth
in “FRB Regulation D”; and (e) “FRB Regulation D” shall mean Regulation D as
promulgated by the Board of Governors of the Federal Reserve System, 12 CFR
Part 204, as amended.


 


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.  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 monthly 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 3 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.


 


SECTION
5.         Promissory Note. 
The Company promises to repay the unpaid principal balance of the loans
on the last day of the term of the Commitment. 
In addition to the above, the Company promises to pay interest on the
unpaid principal balance of the loans at the times and in accordance with the
provisions set forth in Section 4 hereof. 
This note replaces and supersedes, but does not constitute payment of
the indebtedness evidenced by, the promissory note set forth in the Supplement
being amended and restated hereby.


 


SECTION
6.         Borrowing Base Reports,
Etc.  The Company agrees to furnish a Borrowing Base Report
to CoBank at such times or intervals as CoBank may from time to time
request.  Until receipt of such a
request, the Company agrees to furnish a Borrowing Base Report to CoBank within
50 days after each month end calculating the Borrowing Base as of the last day
of the month for which the Report is being furnished.  However, if no balance is outstanding hereunder
on the last day of such month, then no Report need be furnished.  Regardless of the frequency of the reporting,
if at any time the amount outstanding under the Commitment exceeds the
Borrowing Base, the Company shall immediately notify CoBank and repay so much
of the loans as is necessary to reduce the amount outstanding under the
Commitment to the limits of the Borrowing Base. 



 


SECTION
7.         Letters of Credit.  If agreeable to CoBank in its sole discretion in each
instance, in addition to loans, the Company may utilize the Commitment to open
irrevocable letters of credit for its account. 
Each letter of credit will be issued within a reasonable period of time
after receipt of a duly completed and executed copy of CoBank’s then current
form of application or, if applicable, in accordance with the terms of any
CoTrade Agreement between the parties, and shall reduce the amount available
under the Commitment by the maximum amount capable of being drawn
thereunder.  Any draw under any letter of
credit issued hereunder shall be deemed an advance under the Commitment.  Each letter of credit must be in form and
content acceptable to CoBank and must expire no later than the


 

















 


maturity date of the
loans.  Notwithstanding the foregoing or
any other provision hereof, the maximum amount capable of being drawn under
each letter of credit must be statused against the Borrowing Base in the same
manner as if it were a loan, and in the event that (after repaying all loans)
the maximum amount capable of being drawn under the letters of credit exceeds
the Borrowing Base, then the Company shall immediately notify CoBank and pay to
CoBank (to be held as cash collateral) an amount equal to such excess.


 


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 of 1/4 of 1% per annum
(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.  For purposes of calculating the commitment
fee only, the “Commitment” shall mean the dollar amount specified in Section 1
hereof, irrespective of the Borrowing Base.


 


SECTION 9.         Amendment Fee.  In consideration of the
amendment, the Company agrees to pay to CoBank on the execution hereof a fee in
the amount of $5,000.00.


 


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

  	
  DAKOTA
  GROWERS PASTA COMPANY, 

  INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Gary J. Sloan

  	
   

  	
  By:

  	
  /s/ Tim Dodd

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Vice President

  	
   

  	
  Title:

  	
  President / CEO