Prepared by MERRILL CORPORATION









Exhibit 4.3




 




WAIVER AND SECOND AMENDMENT




TO NOTE PURCHASE AGREEMENT AND

NOTES




 




                THIS

WAIVER AND SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT AND NOTES (this “Waiver

and Amendment”) is made as of the 1st day of June, 2001 by and among

DAKOTA GROWERS PASTA COMPANY (the “Company”) and MASSACHUSETTS MUTUAL LIFE

INSURANCE COMPANY, BAYSTATE HEALTH SYSTEMS, INC., C.M. LIFE INSURANCE COMPANY,

THE SECURITY MUTUAL LIFE INSURANCE COMPANY OF LINCOLN, NEBRASKA, and THE CANADA

LIFE ASSURANCE COMPANY (collectively, the “Holders”).




 




R E C I T A L S




 




WHEREAS, the Company and

the Holders entered into that certain Note Purchase Agreement, dated as of July

15, 1998, as amended by Waiver and First Amendment, dated as of November 28,

2000 (as amended, the “Agreement”) with respect to $18,000,000 7.04% Senior

Secured Guaranteed Notes, Series A, due August 1, 2008 (the “Series A Notes”)

and with respect to $9,000,000 7.14% Senior Secured Guaranteed Notes, Series B,

due August 1, 2010 (the “Series B Notes” and together with the Series A Notes,

the “Notes”);




 




WHEREAS, an Event of

Default exists, under Section 10.4(b) of the Agreement; and




 




WHEREAS, the Company and

the Holders are desirous of waiving the existing Events of Default and amending

the Agreement and the Notes on the terms and conditions set forth below.




 




NOW THEREFORE, in

consideration of the mutual covenants and agreements set forth in the Agreement

and herein, and other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the Company and the Holders agree

as follows:




 




1.        Section 10.4 (b) of the Agreement is

hereby deleted in its entirety and replaced with the following:




 




(b)                The

Company will not at any time permit the ratio of (1) Consolidated Funded Debt

to (2) Consolidated Cash Flow to exceed (A) 4.00 to 1.00 for the period from

the Closing to and including July 31, 1999, (B) 3.50 to 1.00 for the period

from August 1, 1999 to and including January 31, 2000 (C) 3.25 to 1.00 for the

period from February 1, 2000 to and including July 31, 2000 (D) 3.50 to 1.00

for the period from August 1, 2000 to and including October 31, 2000, (E) 4.20

to 1.00 for the period from November 1, 2000 to and including January 31, 2001,

(F) 5.00 to 1.00 for the period from February 1, 2001 to and including April

30, 2001, (G) 4.25 to 1.00 for the period from May 1, 2001 to and including

July 31, 2001, (H) 3.75 to 1.00 for the period from August 1, 2001 to and

including October 31, 2001, (I) 3.25 to 1.00 for the period from November 1,

2001 to and including January 31, 2002, and (J) 3.00 to 1.00 at all times

thereafter, in each case determined as of the end of each fiscal quarter for

the immediately preceding four fiscal quarters (ending on the date of

calculation) treating such period of four fiscal quarters as a single

accounting period.




 




2.     The Events of Default currently existing

under Section 10.4 (b) of the Agreement are hereby waived.




















3.     Section 11(g) of the Agreement is hereby

deleted in its entirety and replaced with the following:




 




                (g)                (i) the Company or any

Subsidiary is in default (as principal or as guarantor or other surety) in the

payment of any principal of or premium or make-whole amount or interest on any

Debt that is outstanding in an aggregate principal amount of at least

$1,000,000 beyond any period of grace provided with respect thereto, or (ii)

the Company or any Subsidiary is in default in the performance of or compliance

with any term of any evidence of any Debt in an aggregate outstanding principal

amount of at least $1,000,000 or of any mortgage, indenture or other agreement

relating thereto, or (iii) as a consequence of the occurrence or continuation

of any event or condition (other than the passage of time or the right of the

holder of Debt to convert such Debt into equity interests), (x) the Company or

any Subsidiary has become obligated to purchase or repay Debt before its

regular maturity or before its regularly scheduled dates of payment in an

aggregate outstanding principal amount of at least $1,000,000, or (y) one or

more Persons have the right to require the Company or any Subsidiary so to

purchase or repay such Debt; or




 




4.     The Series A Notes are hereby amended such

that the rate of interest on the unpaid balance thereof shall be 8.04% at any

time that either (a) the ratio of the Company’s Consolidated Funded Debt to

Consolidated Cash Flow is greater than 3.00 to 1.00, determined as of the end

of each fiscal quarter for the immediately preceding four fiscal quarters

(ending on the date of calculation) treating such period of four fiscal

quarters as a single accounting period or (b) the Securities Valuation Office

of the National Association of Insurance Commissioners has not assigned a

designation category of “1” or “2” to the Series A Notes, provided that the

Purchasers shall request a review of the Series A Notes by the Securities

Valuation Office of the National Association of Insurance Commissioners at

least annually beginning with the calendar year 2002.  The parties hereto hereby agree that the interest rate of 8.04%

became effective as of August 1, 2001 pursuant to this paragraph.




 




5.     The Series B Notes are hereby amended such

that the rate of interest on the unpaid balance thereof shall be 8.14% at any

time that either (a) the ratio of the Company’s Consolidated Funded Debt to

Consolidated Cash Flow is greater than 3.00 to 1.00, determined as of the end

of each fiscal quarter for the immediately preceding four fiscal quarters

(ending on the date of calculation) treating such period of four fiscal

quarters as a single accounting period or (b) the Securities Valuation Office

of the National Association of Insurance Commissioners has not assigned a

designation category of “1” or “2” to the Series B Notes, provided that the

Purchasers shall request a review of the Series A Notes by the Securities

Valuation Office of the National Association of Insurance Commissioners at

least annually beginning with the calendar year 2002.  The parties hereto hereby agree that the interest rate of 8.14%

became effective as of August 1, 2001 pursuant to this paragraph.




 




6.     The effectiveness of this Waiver and

Amendment is expressly subject to the following conditions:




 




(a)        The Company shall have executed and

delivered this Waiver and Amendment to the Holders;




 




(b)        All proceedings taken in connection with

the transactions contemplated by this Waiver and Amendment and all documents,

instruments and other legal matters incident thereto shall be satisfactory to

the Holders;




 




(c)        No Default or Event of Default other

than the Events of Default waived hereby shall have occurred and be continuing;




 




(d)        The representations and warranties set

forth in Section 8 below shall be true and correct as of the date hereof; and




 




(e)           The CoBank senior debt documents

shall have been amended in a manner satisfactory to the Holders.











7.     The initially capitalized terms used herein

shall have the respective meanings specified in the Agreement unless otherwise

defined herein or if the context shall otherwise require.




 




8.     To induce

the Holders to enter into this Waiver and Second Amendment, the Company

represents and warrants to the Holders that the execution, delivery, and

performance of this Waiver and Second Amendment has been duly authorized by all

requisite corporate action on the part of the Company and that this Waiver and

Second Amendment has been duly executed and delivered by the Company.




 




9.     Except as expressly waived or amended

hereby, the terms and conditions of the Agreement are hereby ratified,

confirmed and approved in all respects.




 




10.   This waiver and Amendment may be executed in

one or more counterparts and shall be effective when at least one counterpart

shall have been executed by each party hereto, and each set of counterparts

that, collectively, show execution by each party hereto shall constitute one

duplicate original.




 











                IN

WITNESS WHEREOF, the parties hereto have duly executed this Waiver and

Amendment as of the date first set forth above.




 




	

  DAKOTA GROWERS PASTA COMPANY


  	

   


  	

  BAYSTATE HEALTH

  SYSTEM, INC


  
	

   


  	

   


  	

   


  	

  By:


  	

  David L. Babson &

  Company Inc.,


  
	

   


  	

   


  	

   


  	

   


  	

  as Investment Adviser


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  By:


  	

   


  	

  /s/ Thomas Friezen


  	

   


  	

  By:


  	

   


  	

  /s/ Mark A. Ahmed


  
	

  Name:


  	

   


  	

  Thomas Friezen


  	

   


  	

  Name:


  	

   


  	

  Mark

  A. Ahmed


  
	

  Title:


  	

   


  	

  CFO


  	

   


  	

  Title:


  	

   


  	

  Managing Director


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  MASSACHUSETTS MUTUAL

  LIFE


  INSURANCE COMPANY


  	

   


  	

  C.M. LIFE INSURANCE COMPANY


  
	

  By:


  	

  David L. Babson & Company

  Inc.,


  	

   


  	

  By:


  	

  David L. Babson &

  Company Inc.,


  
	

   


  	

  as Investment Adviser


  	

   


  	

   


  	

  as Investment

  Sub-Adviser


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  By:


  	

   


  	

  /s/ Mark A. Ahmed


  	

   


  	

  By:


  	

   


  	

  /s/ Mark A. Ahmed


  
	

  Name:


  	

   


  	

  Mark

  A. Ahmed


  	

   


  	

  Name:


  	

   


  	

  Mark

  A. Ahmed


  
	

  Title:


  	

   


  	

  Managing Director


  	

   


  	

  Title:


  	

   


  	

  Managing Director


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  THE

  SECURITY MUTUAL LIFE


  INSURANCE COMPANY OF


  LINCOLN, NEBRASKA


  	

   


  	

  THE CANADA LIFE

  INSURANCE


  
	

   


  	

  COMPANY


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  By:


  	

   


  	

  /s/ Kevin W. Hammond


  	

   


  	

  By:


  	

   


  	

  /s/ C. Paul English


  
	

  Name:


  	

   


  	

  Kevin W. Hammond


  	

   


  	

  Name:


  	

   


  	

  C. Paul English


  
	

  Title:


  	

  Vice President


  	

   


  	

  Title:


  	

   


  	

  Associate Treasurer


  
	

   


  	

  Chief Investment

  Officer


  	

   


  	

   


  	

   


  
												





 











CONSENT AND REAFFIRMATION




 




The undersigned (the

"Guarantor") hereby (i) acknowledges receipt of a copy of the

foregoing Waiver and Second Amendment

to Note Purchase Agreement and Notes (the "Amendment"); (ii)

consents to the Company's execution and delivery of the Amendment;  (iii) agrees to be bound by the Amendment;

and (iv) affirms that nothing contained in the Amendment shall modify in any

respect whatsoever its guaranty of the obligations of the Company to the

Purchasers as provided in any Financing Agreements to which it is a party and

reaffirms that all Financing Agreements to which it is a party shall continue

to remain in full force and effect, as amended.  Although the Guarantor has been informed of the matters set forth

herein and has acknowledged and agreed to same, the Guarantor understands that

Purchasers have no obligation to inform the Guarantor of such matters in the

future or to seek the Guarantor's acknowledgment or agreement to future

amendments, waivers or consents, and nothing herein shall create such a duty.




 




IN WITNESS WHEREOF, the

undersigned has executed this Consent and Reaffirmation on and as of the date

of the Amendment.




	

  PRIMO PIATTO, INC.


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

  By:


  	

   


  	

  /s/ Thomas Friezen


  
	

  Printed Name:


  	

  Thomas Friezen


  
	

  Title:


  	

  V.P. – Finance