Exhibit 10.2


 


Loan No. RIE539T05F


 


NON-REVOLVING CREDIT SUPPLEMENT


Letters of Credit


 


THIS SUPPLEMENT
to the Master Loan Agreement dated May 23, 2005 (the “MLA”), is entered
into as of December 8, 2008 between CoBANK, ACB (“CoBank”)
and DAKOTA GROWERS PASTA COMPANY, INC., Carrington,
North Dakota (the “Company”), and amends and restates the Supplement
dated January 22, 2008 and numbered RIE539T05E.


 


SECTION 1.         The
Non-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 $350,000.00 at any one time outstanding (the “Commitment”).  Within the limits of the Commitment, amounts
borrowed and later repaid may not be reborrowed.


 


SECTION 2.         Purpose.  The
purpose of the Commitment is to reimburse CoBank for any drafts that it may
honor under letter(s) of credit issued hereunder (“Letter of Credit”). If
CoBank honors any such drafts submitted under a Letter of Credit, Company
hereby irrevocably authorizes CoBank to make a loan hereunder to reimburse
CoBank for such draft payments


 


SECTION 3.         Term.  The
term of the Commitment shall be from the date hereof, up to and including September 30,
2011, 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 loan(s) in
accordance with the following interest rate:


 


CoBank Base Rate.  At a rate per annum equal at
all times to 2% above the rate of interest established by CoBank from time to
time as its CoBank Base Rate, which rate is intended by CoBank to be a
reference rate and not its lowest rate. The CoBank Base Rate will change on the
date established by CoBank as the effective date of any change therein and
CoBank agrees to notify the Company of any such change.


 


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.


 


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.       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


 


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letter of credit must be in form and content acceptable to CoBank and
must expire no later than the maturity date of the loans.


 


SECTION 7.         Security.  The
Company’s obligations hereunder and, to the extent related hereto, the MLA,
shall be secured as provided in the Security Section of the MLA, including
without limitation as a future advance under any existing mortgage or deed of
trust.


 


 


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:

  	
   

  	
   

  	
  By:

  	
  /s/
  Edward Irion

  
	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:
  

  	
  CFO

  



 


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