Exhibit 10.3


 


Loan No. RIE539T07A


 


MULTIPLE ADVANCE TERM LOAN SUPPLEMENT


 


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 February 14, 2007
and numbered RIE539T07.


 


SECTION 1.         The Term Loan Commitment.  As of
the date hereof, CoBank’s obligation to extend credit to the Company has expired
and the unpaid principal balance of the loans is $20,000,000.00 (the
“Commitment”).


 


SECTION 2.         Purpose.  The
purpose of the loans was and remains to fund a Treasury Stock repurchase.


 


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)    7-Day LIBOR Index Rate.  At a rate (rounded upward to
the nearest 1/100th and
adjusted for reserves required on “Eurocurrency Liabilities” [as hereinafter
defined] for banks subject to “FRB Regulation D” [as hereinafter defined] or
required by any other federal law or regulation) per annum equal at all times
to the annual rate quoted by the British Bankers Association (the “BBA”) at
11:00 a.m. London time for the offering of seven (7)-day U.S. dollars
deposits, as published by Bloomberg or another major information vendor listed
on BBA’s official website on the first U.S. Banking Day (as hereinafter
defined) in each week with such rate to change weekly on such day, plus the
Performance Pricing Adjustments, if any, set forth in Section 4(D) below.  The rate shall be reset automatically,
without the necessity of notice being provided to the Company or any other
party, on the first U.S. Banking Day of each succeeding week, and each change
in the rate shall be applicable to all balances subject to this option.  Information about the then-current rate shall
be made available upon telephonic request. 
For purposes hereof:  (a) “U.S.
Banking Day” shall mean a day on which CoBank is open for business and banks
are open for business in New York, New York; (b) “Eurocurrency
Liabilities” shall have the meaning as set forth in “FRB Regulation D”; and (c) “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.


 


(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
180 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 ten.


 


(C)    LIBOR.  At a fixed rate per annum equal to “LIBOR”
(as hereinafter defined) plus the Performance Pricing Adjustments set forth in Section 4(D) below.  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 ten; 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 


 


1

















 


“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.


 


(D)    Performance
Pricing Adjustments.  The interest rate spread parameters set forth
in Subsection (A) and(C) above shall be either increased or decreased
in accordance with the following schedule:


 


	
  Total Debt to EBITDA (MLA,

  Section 10(B))

  	
   

  	
  LIBOR Interest Rate

  Spread

  	
   

  	
  7-Day LIBOR Interest

  Rate Spread

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Equal to or greater than 4.00 to 1.00

  	
   

  	
  + 300 basis points

  	
   

  	
  + 300 basis points

  	
   

  
	
  Equal to or greater than 3.50 to 1.00 but
  less than 4.00 to 1.00

  	
   

  	
  + 275 basis points

  	
   

  	
  + 275 basis points

  	
   

  
	
  Equal to or greater than 3.00 to 1.00 but
  less than 3.50 to 1.00

  	
   

  	
  + 250 basis points

  	
   

  	
  + 250 basis points

  	
   

  
	
  Equal to or greater than 2.50 to 1.00 but
  less than 3.00 to 1.00

  	
   

  	
  + 225 basis points

  	
   

  	
  + 225 basis points

  	
   

  
	
  Less than 2.50 to 1.00

  	
   

  	
  + 200 basis points

  	
   

  	
  + 200 basis points

  	
   

  



 


The initial spreads shall be those applicable to Total Debt to EBITDA
of less than 2.50 to 1.00.  The
applicable interest rate adjustment shall: 
(i) be considered as of each fiscal quarter end based on the
quarterly Compliance Certificate provided by the Company under Section 8(H)(vii) of
the MLA; (ii) become effective as of the first day of the fiscal quarter
following receipt of such information by CoBank, and (iii) shall be
effective on a prospective basis only and shall not affect existing fixed rate
pricing.


 


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 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 


 


2

















 


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 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.


 


SECTION 5.         Promissory Note.  The
Company promises to repay the loans that are outstanding at the time the
Commitment expires  as follows:  (1) in 14 equal, consecutive quarterly
installments of $1,350,000.00, with the first such installment due on May 20,
2011, and the last such installment due on August 20, 2014; and (2) followed
by a final installment in an amount equal to the remaining unpaid principal
balance of the loans on November 20, 2014. If any installment due date is
not a day on which CoBank is open for business, then such installment shall be
due and payable 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.  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.         Prepayment. 
Subject to the broken funding surcharge provision of the MLA, the
Company may on one Business Day’s prior written notice prepay all or any
portion of the loan(s).  Unless otherwise
agreed by CoBank, all prepayments will be applied to principal installments in
the inverse order of their maturity and to such balances, fixed or variable, as
CoBank shall specify.


 


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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