Exhibit
10.2


 


Loan No. RIE539S01


 


STATUSED
REVOLVING
CREDIT SUPPLEMENT


 


THIS
SUPPLEMENT to the Master Loan Agreement dated February 24, 2004 (the “MLA”), is
entered into as of February 24,
2004 (“Effective Date”),between CoBANK, ACB (“CoBank”) and DAKOTA GROWERS PASTA COMPANY, INC., Carrington, North Dakota
(the “Company”), and amends and
restates the Supplement dated February 11, 2003 and numbered E539S01B.


 


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 February 21, 2005,
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.


 


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
telephonically or in writing and must be received by 12:00 Noon Company’s local
time.  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.


 


1

















 


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 9.                            Servicing Fee.  The
Company agrees to pay to CoBank a servicing fee on the average daily balance
for each calendar quarter at the rate of 1/10 of 1% per annum (calculated on a
360 day basis), payable quarterly in arrears by the 20th day following such
calendar quarter.


 


SECTION 8.                            Amendment Fee.  In
consideration of the amendment, the Company agrees to pay to CoBank on the
execution hereof a fee in the amount of $6,000.00.


 


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/
  Teresa L. Fountain

  	
   

  	
  By:

  	
  /s/
  Thomas Friezen

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Assistant
  Corporate Secretary

  	
   

  	
  Title:

  	
  CFO

  	
   

  






 


2

















 


Loan No. RIE539T01


 


CONSOLIDATING
SUPPLEMENT


(Variable and Quoted Fixed Rate Term Loan)


 


THIS
SUPPLEMENT to the Master Loan Agreement dated February 24, 2004 (the “MLA”), is
entered into as of February 24,
2004 between CoBANK, ACB (“CoBank”) and DAKOTA GROWERS PASTA COMPANY, INC., Carrington, North Dakota
(the “Company”), and amends and
restates the Supplement dated February 11, 2003 and numbered E539T01A.


 


SECTION 1.                            The Term Loan Commitment.  As
of the date hereof, CoBank’s obligations to extend credit to the Company has
expired and the unpaid principal balance of the loans is $2,650,000.00.


 


SECTION 2.                            Purpose.  The
purpose of the loans was and remains to finance the construction of the pasta
plant.


 


SECTION 3.                            Term.  Intentionally
Omitted.


 


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 180
days; (2) amounts may be fixed in increments of $100,000.00 or multiples
thereof; and (3) the maximum number of fixes in place at any one time shall be
5.


 


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 provided for above 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 telephonically or in writing and must be received by 12:00 Noon Company’s
local time.  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 loans as follows:  (1) in three equal, consecutive quarterly
installments of $685,000.00, with the first such installment due on
March 31, 2004, and the last such installment due on September 30,
2004; and (2) followed by a final installment in an amount equal to the
remaining unpaid principal balance of the loans on December 31, 2004.  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.


 


3

















 


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.                            Patronage Designation. 
Notwithstanding Section 21 of the MLA, loans hereunder shall be on
a patronage basis, regardless of any participation interest sold.


 


SECTION 8.                            Agency Fee.  The Company
agrees to pay to CoBank an agency fee on the average daily balance for each
calendar quarter at the rate of 1/10 of 1% per annum (calculated on a 360 day
basis), payable quarterly in arrears by the 20th day following such calendar
quarter.


 


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/ Teresa L. Fountain

  	
   

  	
  By:

  	
  /s/ Thomas Friezen

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Assistant Corporate Secretary

  	
   

  	
  Title:

  	
  CFO

  	
   

  






 


4

















 


Loan No. RIE539T02


 


CONSOLIDATING
SUPPLEMENT


(Variable and Quoted Fixed Rate Term Loan)


 


THIS
SUPPLEMENT to the Master Loan Agreement dated February 24, 2004 (the “MLA”), is
entered into as of February 24,
2004 between CoBANK, ACB (“CoBank”) and DAKOTA GROWERS PASTA COMPANY, INC., Carrington, North Dakota
(the “Company”), and amends and
restates the Supplement dated February 11, 2003 and numbered E539T02A.


 


SECTION 1.                            The Term Loan Commitment.  As
of the date hereof, CoBank’s obligations to extend credit to the Company has
expired and the unpaid principal balance of the loans is $2,375,000.00.


 


SECTION 2.                            Purpose.  The
purpose of the loans was and remains to finance the mill and pasta line
expansion (the Project).


 


SECTION 3.                            Term.  Intentionally
Omitted.


 


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 180
days; (2) amounts may be fixed in increments of $100,000.00 or multiples
thereof; and (3) the maximum number of fixes in place at any one time shall be
5.


 


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 provided for above 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 telephonically or in writing and must be received by 12:00 Noon Company’s
local time.  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 loans as follows:  (1) in three equal, consecutive quarterly
installments of $625,000.00, with the first such installment due on
March 31, 2004, and the last such installment due on September 30,
2004; and (2) followed by a final installment in an amount equal to the
remaining unpaid principal balance of the loans on December 31, 2004.  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.


 


5

















 


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.                            Patronage Designation. 
Notwithstanding Section 21 of the MLA, loans hereunder shall be on
a patronage basis, regardless of any participation interest sold.


 


SECTION 8.                            Agency Fee.  The Company
agrees to pay to CoBank an agency fee on the average daily balance for each
calendar quarter at the rate of 1/10 of 1% per annum (calculated on a 360 day
basis), payable quarterly in arrears by the 20th day following such calendar
quarter.


 


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/
  Teresa L. Fountain

  	
   

  	
  By:

  	
  /s/
  Thomas Friezen

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Assistant
  Corporate Secretary

  	
   

  	
  Title:

  	
  CFO

  	
   

  






 


6

















 


Loan No. RIE539T03


 


SINGLE
ADVANCE TERM LOAN SUPPLEMENT


 


THIS
SUPPLEMENT to the Master Loan Agreement dated February 24, 2004 (the “MLA”), is
entered into as of February 24,
2004 between CoBANK, ACB (“CoBank”) and DAKOTA GROWERS PASTA COMPANY, INC., Carrington, North Dakota
(the “Company”), and amends and
restates the Supplement dated June 20, 2001 and numbered E539T03.


 


SECTION 1.                            The Term Loan Commitment.  As
of the date hereof, CoBank’s obligations to extend credit to the Company has
expired and the unpaid principal balance of the loans is $6,000,000.00.


 


SECTION 2.                            Purpose.  The
purpose of the loans was and remains to finance the acquisition of Primo
Piatto, Inc.


 


SECTION 3.                            Interest.  The
unpaid principal balance of the loan shall bear interest at 5.71% per
annum.  Interest shall be calculated on
the actual number of days the 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. 


 


SECTION 4.                            Promissory
Note.  The Company promises to repay
the loan in five equal, consecutive
annual installments of $1,200,000.00, with the first such installment due on
September 30, 2004, and the last such installment due on
September 30, 2008.  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 of
the loan at the rate and at the times set forth above.  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 5.                            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 6.                            Agency Fee.  The Company
agrees to pay to CoBank an agency fee on the average daily balance for each
calendar quarter at the rate of 1/10 of 1% per annum (calculated on a 360 day
basis), payable quarterly in arrears by the 20th day following such calendar
quarter.


 


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/
  Teresa L. Fountain

  	
   

  	
  By:

  	
  /s/
  Thomas Friezen

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Assistant
  Corporate Secretary

  	
   

  	
  Title:

  	
  CFO

  	
   

  






 


7

















 


Loan No. RIE539T04


 


SINGLE
ADVANCE TERM LOAN SUPPLEMENT


 


THIS
SUPPLEMENT to the Master Loan Agreement dated February 24, 2004 (the “MLA”), is
entered into as of February 24,
2004 between CoBANK, ACB (“CoBank”) and DAKOTA GROWERS PASTA COMPANY, INC., Carrington, North Dakota
(the “Company”), and amends and
restates the Supplement dated June 20, 2001 and numbered E539T04.


 


SECTION 1.                            The
Term Loan Commitment.  On the terms
and conditions set forth in the MLA, CoBank agrees to make a loan to the
Company in an amount not to exceed $6,000,000.00
(the “Commitment”).  The available Commitment shall be decreased
by $1,200,000.00 on the 31st day of each December.  The Commitment shall expire upon any advance being made hereunder
(regardless of amount) or at 12:00 Noon (Company’s local time) on December 31, 2008, whichever occurs
earlier, or on such later date as CoBank may, in its sole discretion,
authorize in writing.


 


SECTION 2.                            Purpose.  The purpose of the Commitment is to finance the Bank of North Dakota draws on the
letter of credit in its favor in accordance with the terms and conditions
thereof.


 


SECTION 3.                            Availability.  The
loan will be made available as provided in Section 2 of the MLA.


 


SECTION 4.                            Interest.  The
unpaid principal balance of each loan shall bear interest at a rate per annum
equal at all times to 2% (200 basis points) 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 promptly after 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 on demand.  


 


SECTION 5.                            Promissory
Note.  The Company promises to repay
the loan on demand.  In addition to the above, the Company
promises to pay interest on the unpaid principal balance of the loan on demand
at the rate set forth above.  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.                            Nonpatronage Designation. 
Notwithstanding Section 21 of the MLA, the loan shall be on a
nonpatronage basis.  Hence, no patronage
shall be paid with respect to such loan.


 


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/
  Teresa L. Fountain

  	
   

  	
  By:

  	
  /s/
  Thomas Friezen

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Assistant
  Corporate Secretary

  	
   

  	
  Title:

  	
  CFO

  	
   

  






 


8