Exhibit 10.22


 


CONFIDENTIAL
TREATMENT REQUESTED. CERTAIN PORTIONS HAVE BEEN OMITTED AND HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION.


 


AMENDMENT NO. 1 TO DNA DREAMFIELDS COMPANY, LLC

OPERATING AGREEMENT


 


THIS AMENDMENT NO. 1 TO
OPERATING AGREEMENT (the “Amendment No. 1”), dated as of February 9, 2004, is
among B-New, LLC, an Ohio limited liability company (“BNEW”), TechCom Group,
LLC, a Florida limited liability company (“TechCom”), Buhler, Inc., a Minnesota
corporation (“Buhler”), and Dakota Growers Pasta Company, Inc., a North Dakota
corporation (“Dakota”) (each of BNEW, TechCom, Buhler and Dakota may be
referred to herein as a “Member” and collectively as the “Members”).


 


WHEREAS,
the Members are all of the members of DNA Dreamfields Company, LLC, an Ohio
limited liability company (the “Company”), and have entered into a certain
Operating Agreement dated October 31, 2003 (the “Operating Agreement”) in
respect of, among other things, the management and governance of the Company;
and


 


WHEREAS,
in accordance with Section 22 of the Operating Agreement, the Members desire to
amend hereby the Operating Agreement;


 


NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements herein contained, the parties agree as follows:


 


1.             The Operating Agreement is hereby
amended by:


 


(a)            deleting in its entirety the first Recital of the
Operating Agreement and replacing it with the following:


 


“WHEREAS, the Members are all of the members
of DNA Dreamfields Company, LLC, an Ohio limited liability company (the “Company”),
as of the date hereof; and”


 


(b)            adding
the following as the last sentence of Section 2(A)(iv) of the Operating
Agreement:


 


“The Members agree the fair market value of the Brand at the time of
contribution to the Company is $*** for both book and tax purposes.”


 


(c)            deleting
the period at the end of the sentence comprising Section 3(E)(i) of the
Operating Agreement and adding the following to the end of the sentence
comprising Section 3(E)(i) of the Operating Agreement:


 


“,
as determined on a monthly basis.”


 


(d)           adding the following
as a new Section 3(E)(iii)(h) of the Operating Agreement:


 










***
- Confidential treatment requested.


 





















 


“(h)         Deductions arising from the amortization of “start-up
expenditures” (as defined in Section 195 of the Internal Revenue Code of 1986,
as amended) shall be specially allocated to Buhler and Dakota in proportion to
their respective capital contributions pursuant to Sections 2(A)(ii) and (iii)
hereof to fund such start-up expenditures.”


 


2.             This Amendment No. 1 may be
executed in counterparts which taken together shall constitute one instrument,
notwithstanding the fact that all parties have not executed this Amendment No.
1 on the same date or that all signatures do not appear on the same copy.


 


3.             Except as specifically provided in
this Amendment No. 1, the Operating Agreement remains unchanged and in full
force and effect.


 


*   *   *  
*   *


 





















 


IN WITNESS WHEREOF, the
parties have executed this Amendment No. 1 as of the date first set forth
above.


 


	
   

  	
  B-New, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mike Crowley

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   Principal

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TechCom Group, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jonathan Anfinsen

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   VP of Operations

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Buhler, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Beat Haeni

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   Corp. Development

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Dakota Growers Pasta Company, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Tim Dodd

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   President/CEO