Exhibit 10.1


 


Amendment No. RIE539E


 


AMENDMENT


TO THE


MASTER
LOAN AGREEMENT


 


THIS AMENDMENT is entered into as of January 22, 2008, between CoBANK, ACB (“CoBank”) and DAKOTA
GROWERS PASTA COMPANY, INC., Carrington,
North Dakota (the “Company”).


 


BACKGROUND


 


CoBank and the Company are parties to a Master Loan Agreement dated May 23,
2005 (such agreement, as previously amended, is hereinafter referred to as the “MLA”).  CoBank and the Company now desire to amend
the MLA.  For that reason, and for
valuable consideration (the receipt and sufficiency of which are hereby
acknowledged), CoBank and the Company agree as follows:


 


1.            Section 8 of
the MLA shall be amended by adding Subsection (I) as follows:


 


SECTION 8.         Affirmative Covenants.  Unless otherwise agreed to in writing by
CoBank while this agreement is in effect, the Company agrees to, and with
respect to Subsections 8(B) through 8(G) hereof, agrees to cause each
Subsidiary to:


 


(I) 
Guarantee and Related Documents.  Provide to CoBank, all in a form and content
acceptable to CoBank:


 


(a)         No later than February 29, 2008,
an unconditional guaranty of payment (the “Guaranty”) from the Company’s
subsidiary, DNA Dreamfields Company, LLC (“Guarantor”), guarantying all of the
Company’s obligations hereunder, together with such certified board
resolutions, evidence of incumbency and other evidence as CoBank may require
that the guaranty and all instruments and documents executed in connection
therewith have been duly authorized and executed;


 


(b)         No later than February 29,
2008, a Security Agreement from the Guarantor securing all of Guarantor’s
obligations under the Guaranty, as well all obligations of the Company
hereunder, and granting to CoBank a first lien on all personal property of
Guarantor, whether now existing or hereafter acquired;


 


2.            Section 9(E) of
the MLA is hereby amended and restated to read as follows:


 


SECTION 9.         Negative Covenants.  Unless otherwise agreed to in writing by
CoBank, while this agreement is in effect the Company will not and will not permit
its Subsidiaries to:


 


(E)       Loans and Investments.  Make any loan or advance to any person or
entity, or purchase any capital stock, obligations or other securities of, make
any capital contribution to, or
otherwise invest in any person or entity, or form or create any partnerships or
joint ventures except:  (i) trade
credit extended in the ordinary course of business; (ii) loans and
investments by the Company in the stock or other equities of DNA Dreamfields
Company, LLC; (iii) loans and investments by the Company in the stock and
other equities of Primo Piatto, Inc.; and (iv) other loans and
investments in an aggregate principal amount not to exceed, at any one time
outstanding, $1,000,000.00.


 


3.            Except as set forth
in this amendment, the MLA, including all amendments thereto, shall continue in
full force and effect as written.


 

















 


IN WITNESS WHEREOF, the parties have caused this amendment 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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