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Exhibit 4.1

EXECUTION COPY

WAIVER AND FIRST AMENDMENT TO NOTE PURCHASE AGREEMENTS

Reference is made to the Note Purchase Agreement dated as of July 15, 1998 (the "NPA") between Dakota Growers Pasta Company (the "Company"), and, and
Massachusetts Mutual Life Insurance Company, Baystate Health Systems, Inc, C.M. Life Insurance Company, The Security Mutual Life Company of Lincoln, Nebraska, and The Canada Life Assurance Company
(together, the "Holders").

WHEREAS,
an Event of Default exists, under Sections 10.4(b) of the NPA; and

WHEREAS,
the Companies and the Holders are desirous of waiving the existing Events of Default and amending the NPA on the terms and conditions set forth below.

NOW
THEREFORE, in consideration of the mutual conditions and agreements set forth in the NPA 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:



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ACCEPTED
AND AGREED TO:

|DAKOTA GROWERS PASTA COMPANY                                                                         |  | BAYSTATE HEALTH SYSTEMS, INC                                                            
|---------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------
|                                                                                                     |  | By: David L. Babson & Company Inc. as Investment Adviser                                
|                                                                                                     |  |                                                                                         
|By:                                                                                                  |  | By:                                                                                     
|Its:                                                                                                 |  | Its:                                                                                    
|MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
By: David L. Babson & Company Inc.
as Investment Adviser |  | C.M. LIFE INSURANCE COMPANY
By: David L. Babson & Company Inc.
as Investment Sub-Adviser
|                                                                                                     |  |                                                                                         
|By:                                                                                                  |  | By:                                                                                     
|Its:                                                                                                 |  | Its:                                                                                    
|THE SECURITY MUTUAL LIFE INSURANCE COMPANY OF LINCOLN, NEBRASKA                                      |  | THE CANADA LIFE INSURANCE COMPANY                                                       
|                                                                                                     |  |                                                                                         
|By:                                                                                                  |  | By:                                                                                     
|Its:                                                                                                 |  | Its:                                                                                    

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