**Exhibit10.1**

 

**AMENDMENT**

 

**THISAMENDMENT** is entered into as of February 11, 2003, between **CoBANK, ACB**(“CoBank”) and **DAKOTA GROWERS PASTA COMPANY, INC., Carrington, North Dakota**(the “Company”).

 

**BACKGROUND**

 

CoBank and the Company are parties to a Master Loan Agreement datedJune 20, 2001 (such agreement, as previously amended, is hereinafter referredto as the “MLA”).  CoBank and theCompany now desire to amend the MLA. For that reason, and for valuable consideration (the receipt andsufficiency of which are hereby acknowledged), CoBank and the Company agree asfollows:

 

1.                  Section 10(C)of the MLA is hereby amended and restated to read as follows:

 

**SECTION10.  Financial Covenants. **Unless otherwise agreed toin writing, while this agreement is in effect:

 

**(C)**   **ConsolidatedFunded Debt to Consolidated Cash Flow Ratio.**  The Company and itsconsolidated Subsidiary, on a combined basis, will have at the end of eachfiscal quarter of the Company, a Consolidated Funded Debt toConsolidated Cash Flow of not more than 3.0 to 1.0 calculated on a trailingfour quarter basis.  Consolidated FundedDebt means all debt which would in accordance GAAP, constitute long term debtand including any current portion thereof including: (a) any debt with amaturity of more than one year after the creation of such debt, (b) any debtoutstanding under a revolving credit or similar agreement providing forborrowings (and renewables and extensions thereof) which pursuant to its termswould constitute long term debt in accordance with GAAP, (c) any Capital Leaseobligation and (d) any guarantee with respect to Funded Debt of anotherperson.   Notwithstanding anything tothe contrary contained herein any debt outstanding under a revolving credit orsimilar agreement providing borrowings which is paid down for a period of 30consecutive days during any 12 months period (and not merely refinanced with ashort term credit facility) will not be deemed to constitute Funded Debt.    Consolidated Cash Flow shall mean the sumof Consolidated Net Earnings after taxes of the Company and its Subsidiariesplus: (1) provision for any applicable income taxes; (ii) depreciation andamortization; and (iii) Consolidated Interest Expense for the period.

 

2.                  A new Section22 of the MLA is being added in its entirety and shall read as follows:

 

**SECTION 22. Agency and Intercreditor Agreement.**  The Company acknowledges that all loans made by CoBank to theCompany are subject to the terms of an Agency and Intercreditor Agreement datedas of July 15, 1998, by and between CoBank (under the name of its predecessorSt. Paul Bank for Cooperatives), Massachusetts Mutual Life Insurance Company,MML Bay State Life Insurance Company, CM Life Insurance Company, The SecurityMutual Life Insurance Company of Lincoln, Nebraska, and The Canada LifeAssurance Company (referred to collectively as the “Lenders”).  The Company hereby reaffirms and consents tothe terms thereof.  Notwithstanding anyother provision of this MLA or any present or future Supplement hereto, theaggregate outstanding principal balances on all loans made by CoBank to theCompany (including face amounts of any outstanding letters of credit) may notat any time exceed 49.99% of the aggregate outstanding principal balances onall loans to the Company by the Lenders. The Company shall manage all draw requests and repayments in such as wayas to ensure that such 49.99% limitation is at no time exceeded.  Any failure of the Company to do so shallconstitute an immediate event of default hereunder.

 

Except as set forth in thisamendment, the MLA, including all amendments thereto, shall continue in fullforce and effect as written.

 

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**IN WITNESSWHEREOF**, the parties have caused this amendment to be executed by their dulyauthorized officers as of the date shown above.

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

 

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