**Exhibit10.1**

 

Loan No. E539T05

**NON-REVOLVING CREDIT SUPPLEMENT**

**(Letters of Credit)**

 

**THIS SUPPLEMENT**to the Master Loan Agreement dated June 20, 2001 (the “MLA”), is entered intoas of October 28, 2003 [EFFECTIVE_DATE]between **CoBANK,ACB**(“CoBank”) and **DAKOTA GROWERS PASTA COMPANY, INC., Carrington, NorthDakota** (the “Company”)[SRESTATE1].

 

**SECTION 1.         The Non-Revolving Credit Facility.**  Onthe terms and conditions set forth in the MLA and this Supplement, CoBankagrees to make loans to the Company during the period set forth below in anaggregate principal amount not to exceed $350,000.00 at any one timeoutstanding (the “Commitment”).  Withinthe limits of the Commitment, amounts borrowed and later repaid may not be reborrowed.  

 

**SECTION 2.         Purpose.**  The purpose of the Commitmentis to reimburse CoBank for any drafts that it may honor under letter(s) ofcredit issued hereunder (“Letter of Credit”). If CoBank honors any such drafts submitted under a Letter of Credit,Company hereby irrevocably authorizes CoBank to make a loan hereunder toreimburse CoBank for such draft payments.

 

**SECTION 3.         Term.**  The term of the Commitment shall be [EFFECTIVE_DATE]from the date hereof,up to and including September 30, 2005, or such later date as CoBank may, inits sole discretion, authorize in writing.

 

**SECTION 4.         Interest.**  The Company agrees to payinterest on the unpaid balance of the loan(s) in accordance with the followinginterest rate:

 

**CoBank Base Rate.**  At a rate per annum equal atall times to 2% above the rate of interest established by CoBank from time totime as its “CoBank Base Rate”, which Rate is intended by CoBank to be areference rate and not its lowest rate. The CoBank Base Rate will change on the date established by CoBank asthe effective date of any change therein and CoBank agrees to notify theCompany of any such change.  Interestshall be calculated on the actual number of days each loan is outstanding onthe basis of a year consisting of 360 days and shall be payable monthly inarrears by the 20th day of the following month or on such other day in suchmonth as CoBank shall require in a written notice to the Company. 

 

**SECTION 5.         Promissory Note.**  The Company promises to repaythe unpaid principal balance of the loans on demand.  In addition to the above, the Company promises to pay interest onthe unpaid principal balance of the loans at the times and in accordance withthe provisions set forth in Section 4 hereof. [SRESTATE2]

 

**SECTION 6.         Letters of Credit. **If agreeable to CoBank in its sole discretion in each instance, inaddition to loans, the Company may utilize the Commitment to open irrevocableletters of credit for its account.  Eachletter of credit will be issued within a reasonable period of time afterreceipt of a duly completed and executed copy of CoBank’s then current form ofapplication or, if applicable, in accordance with the terms of any CoTradeAgreement between the parties, and shall reduce the amount available under theCommitment by the maximum amount capable of being drawn thereunder.  Any draw under any letter of credit issuedhereunder shall be deemed an advance under the Commitment.  Each letter of credit must be in form andcontent acceptable to CoBank and must expire no later than the maturity date ofthe loans.

 

**IN WITNESS WHEREOF,** the parties have caused this Supplement tobe executed by their duly authorized officers as of the date shown above.

 
|   | **CoBANK, ACB** | **DAKOTA GROWERS PASTA COMPANY, INC.** |
|--------|-----------------|----------------------------------------|
|   |            |                                   |
|   | By:             |                                   |   | By: | /s/ Thomas Friezen |   |   |
|   |            |                                   |
|   | Title:          | Assistant Corporate  Secretary         |   | Title: | CFO |   |
|        |                 |                                        |  |  |  |  |  |  |  |

 

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