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Exhibit 10.1

38031300                                     
                                   Date Approved: 11/9/99

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

CoBANK, ACB

Loan Agreement

Borrower:

DAKOTA GROWERS PASTA COMPANY
CARRINGTON, NORTH DAKOTA

|New Loan                     |  | Present Loans
|---------------------------- |  | -------------
|$15,000,000.00Seasonal Loan |  | $            
|                             |  |              
|                             |  |              
|                             |  |              
|                             |  |              
|                             |  | $            

|Total Loans
|-----------
|$          
|           
|           
|           
|           
|           
|$          
|           
|           
|           

The
maximum total indebtedness hereunder will not exceed $48,300,00.00.

CoBank,
ACB (the "Bank") and Borrower agree to the above loans (the "Loans") to the Borrower. The Borrower's present indebtedness to the Bank and/or commitments outstanding (entitled
Present Loans in the above heading) are consolidated and are made subject to all the terms and conditions of this loan agreement.

PURPOSE

The proceeds of the Loans shall be used as follows:







NOTES AND SECURITY

Advances under this loan agreement, together with any existing indebtedness of the Borrower to the Bank, shall be evidenced by a promissory note or notes
acceptable to the Bank, and shall be secured to the extent of all collateral presently held by the Bank; including but not limited to, all real estate mortgages and security agreements, as well as a
perfected first security interest in all of the Borrower's personal property in Kentucky.

All
property under lien to the Bank as security for the Loans shall be collateral for all indebtedness of the Borrower to the Bank.

LIMITATION ON ADVANCES



INTEREST

2





|Incentive Interest Rate Matrix                  
|------------------------------------------------
|
|Greater than ***%                               
|Greater than ***% and less than or equal to ***%
|Greater than ***% and less than or equal to ***%
|Greater than ***% and less than or equal to ***%
|Less than or equal to ***%                      

---

(*Confidential
treatment requested.)



FEES

FIXED RATE SEASONAL ADVANCES AND MATURITIES

In accordance with and subject to the Bank's Fixed Rate Seasonal Loan Program, and subject to the Bank's overall program funding limitations, it is agreed the
interest rate may be fixed on any seasonal loan indebtedness (the "fixed amount") made under this loan agreement as follows:



3





CUSTOMER MANAGED FIXED RATE TERM ADVANCES AND MATURITIES

In accordance with and subject to the Bank's Customer Managed Fixed Rate Term Program and subject to the Bank's overall program funding limitations, it is
agreed the interest rate may be fixed on any term loan indebtedness (the "fixed amount") under this loan agreement as follows:



4





REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants that:



5





FINANCIAL CONDITIONS

While this loan agreement is in effect, the Borrower agrees to comply with the following financial conditions:



6





GENERAL CONDITIONS

While this loan agreement is in effect, the Borrower agrees to comply with the following conditions:



7





8





REPAYMENT

The indebtedness arising from the Loans shall be repaid as follows:



In
the absence of instructions from the Borrower, or if the Borrower is in default, the Bank, at its discretion, may apply repayments to the reduction of any of the indebtedness
outstanding between the Bank and the Borrower.

LATE FEE PENALTY

Payments received twenty (20) calendar days after the scheduled repayment date are subject to a late payment penalty equal to 1% of the past due amount
but not less than $25.00 per transaction.

EXPIRATION

The unadvanced portion of the Loans shall be cancelled as indicated below; provided, however, the Bank may, at its option, extend the expiration date of the
Loans and the maturity date of the Seasonal Loan without notice to or consent of the Borrower.



9





REINSTATEMENT

In order to facilitate repayments and reborrowings under this loan agreement, the Bank is authorized to reinstate all sums repaid on the Seasonal Loan through
the expiration date specified in this loan agreement; provided, however, that the total amount outstanding under this loan agreement shall not exceed the face amount of the Seasonal Loan; and
provided, further, that the right of the Borrower to such reinstatement may be denied and cancelled at any time at the option of the Bank.

DEFAULT PROVISION

If the Borrower shall fail to pay when due any amount on any of the Loans under this loan agreement, or on any other indebtedness of the Borrower to the Bank,
or fail to observe or perform any of the provisions or representations of this loan agreement, or of any security agreement, mortgage, or other security document, or shall be subject to the
jurisdiction of a bankruptcy court whether by a voluntary filing or involuntary action, or shall be in default of the Note Purchase Agreement executed by Borrower dated as of July 15, 1998, or
any of the documents evidencing such Note Purchase Agreement or securing the obligation thereunder, the Borrower shall be in default. When the Borrower is in default, the Bank may declare by written
notice to the Borrower that the Loans and other indebtedness are immediately due and payable. The Bank may then terminate its commitment to lend and cancel any reinstatement rights provided to the
Borrower under this loan agreement, and proceed to enforce payment and exercise any or all of the rights afforded to the Bank by law or agreement. Upon demand, and as permitted by law, the Borrower
shall reimburse the Bank for all attorneys' fees and costs incurred by the Bank in protecting or enforcing its rights or collateral, including reasonable attorneys' fees incurred by the Bank in a
bankruptcy or receivership proceeding or in enforcing any judgment against the Borrower.

ACCEPTANCE

This loan agreement is the full agreement under the terms and conditions of the Loans. It shall not be modified except in writing, and shall not become
effective unless the Borrower shall, within 90 days from date, signify its acceptance of these terms and conditions by signing and returning a copy of this loan agreement to the Bank.

BY
DIRECTION of the loan committee this 9th day of November, 1999.

|CoBank, ACB                                           |  | 
|----------------------------------------------------- |  | 
|                                                      |  | 
|By                                                    |  | 
|                                                      |  | 
|Its                                                   |  | 
|                                                      |  | 
|ACCEPTED AND AGREED TO:                               |  | 
|                                                      |  | 
|DAKOTA GROWERS PASTA COMPANY
CARRINGTON, NORTH DAKOTA |  | 
|                                                      |  | 
|By                                                    |  | 
|                                                      |  | 
|Its                                                   |  | 
|                                                      |  | 
|Date                                                  |  | 

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|                                                                                        |  | 
|--------------------------------------------------------------------------------------- |  | 
|ACKNOWLEDGED BY AND AGREED TO
AS TO SECTION VIII; AND SECTION X.,
PARAGRAPHS D. AND I.: |  | 
|                                                                                        |  | 
|PRIMO PIATTO, INC.
NEW HOPE, MINNESOTA                                                  |  | 
|                                                                                        |  | 
|By                                                                                      |  | 
|                                                                                        |  | 
|Its                                                                                     |  | 
|                                                                                        |  | 
|Date                                                                                    |  | 

11



NONNEGOTIABLE NOTE OF DAKOTA GROWERS PASTA COMPANY CARRINGTON, NORTH DAKOTA

Note No. A637S01

$15,000,000.00                                    
                                    November 9,
1999

For
value received, the undersigned ("Maker") promises to pay to CoBank, ACB, (the "Bank"), at its office in the City of Denver, Colorado, the sum of Fifteen Million and no/100
Dollars ($15,000,000.00) with interest on the unpaid balance at a variable rate of interest which may increase or decrease as the Bank may, from time to time, determine as provided in the Loan
Agreement of even date between the Maker and the Bank. The unpaid balance of this note, with accrued interest, and required equity purchases, may be paid at any time subject to a prepayment penalty,
if any, in accordance with the terms of the Loan Agreement between the Bank and Maker.

This
note shall at all times evidence and constitute prima facie proof of the indebtedness of the Maker to the Bank or its successors or assigns, of such amount of money (not in
excess of the amount of the principal indebtedness stated above plus accrued interest and required equity purchases) as shown to be owing by the records of the Bank, or its successors or assigns.

In
the event that suit is brought on this note, the Maker agrees to pay such reasonable attorneys' fees and costs of collection as permitted by law to be charged.

The
Maker hereby waives presentment for payment, demand, protest, notice of protest, and notice of dishonor and nonpayment of this note.

If
requested by the Bank, its successors or assigns, the Maker agrees to deliver in substitution for this note, a negotiable note for the amount of the unpaid balance of Maker's
indebtedness, plus accrued interest and required equity purchases.

| |  | DAKOTA GROWERS PASTA COMPANY
| |  | ----------------------------
| |  |                             
| |  | By                          
| |  |                             
| |  | By                          

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