**Exhibit 10.22**

 

**CONFIDENTIALTREATMENT REQUESTED. CERTAIN PORTIONS HAVE BEEN OMITTED AND HAVE BEEN FILEDSEPARATELY WITH THE COMMISSION.**

 

**AMENDMENT NO. 1 TO DNA DREAMFIELDS COMPANY, LLCOPERATING AGREEMENT**

 

THIS AMENDMENT NO. 1 TOOPERATING AGREEMENT (the “Amendment No. 1”), dated as of February 9, 2004, isamong B-New, LLC, an Ohio limited liability company (“BNEW”), TechCom Group,LLC, a Florida limited liability company (“TechCom”), Buhler, Inc., a Minnesotacorporation (“Buhler”), and Dakota Growers Pasta Company, Inc., a North Dakotacorporation (“Dakota”) (each of BNEW, TechCom, Buhler and Dakota may bereferred to herein as a “Member” and collectively as the “Members”).

 

WHEREAS,the Members are all of the members of DNA Dreamfields Company, LLC, an Ohiolimited liability company (the “Company”), and have entered into a certainOperating Agreement dated October 31, 2003 (the “Operating Agreement”) inrespect of, among other things, the management and governance of the Company;and

 

WHEREAS,in accordance with Section 22 of the Operating Agreement, the Members desire toamend hereby the Operating Agreement;

 

NOW,THEREFORE, in consideration of the foregoing and the mutual covenants andagreements herein contained, the parties agree as follows:

 

1.             The Operating Agreement is herebyamended by:

 

(a)            deleting in its entirety the first Recital of theOperating Agreement and replacing it with the following:

 

“WHEREAS, the Members are all of the membersof DNA Dreamfields Company, LLC, an Ohio limited liability company (the “Company”),as of the date hereof; and”

 

(b)            addingthe following as the last sentence of Section 2(A)(iv) of the OperatingAgreement:

 

“The Members agree the fair market value of the Brand at the time ofcontribution to the Company is $*** for both book and tax purposes.”

 

(c)            deletingthe period at the end of the sentence comprising Section 3(E)(i) of theOperating Agreement and adding the following to the end of the sentencecomprising Section 3(E)(i) of the Operating Agreement:

 

“,as determined on a monthly basis.”

 

(d)           adding the followingas a new Section 3(E)(iii)(h) of the Operating Agreement:

 

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***- Confidential treatment requested.

 

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“(h)         Deductions arising from the amortization of “start-upexpenditures” (as defined in Section 195 of the Internal Revenue Code of 1986,as amended) shall be specially allocated to Buhler and Dakota in proportion totheir respective capital contributions pursuant to Sections 2(A)(ii) and (iii)hereof to fund such start-up expenditures.”

 

2.             This Amendment No. 1 may beexecuted in counterparts which taken together shall constitute one instrument,notwithstanding the fact that all parties have not executed this Amendment No.1 on the same date or that all signatures do not appear on the same copy.

 

3.             Except as specifically provided inthis Amendment No. 1, the Operating Agreement remains unchanged and in fullforce and effect.

 

*   *   *  *   *

 

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IN WITNESS WHEREOF, theparties have executed this Amendment No. 1 as of the date first set forthabove.

 
|   | B-New, LLC                         |
|--------|------------------------------------|
|   |                               |
|   | By:                                | /s/ Mike Crowley |   |
|   |                               |   |
|   | Title:                             |  Principal |   |
|   |                               |   |
|   | TechCom Group, LLC                 |
|   |                               |   |
|   | By:                                | /s/ Jonathan Anfinsen |   |
|   |                               |   |
|   | Title:                             |  VP of Operations |   |
|   |                               |   |
|   | Buhler, Inc.                       |
|   |                               |   |
|   | By:                                | /s/ Beat Haeni |   |
|   |                               |   |
|   | Title:                             |  Corp. Development |   |
|   |                               |   |
|   | Dakota Growers Pasta Company, Inc. |
|   |                               |   |
|   | By:                                | /s/ Tim Dodd |   |
|   |                               |   |
|   | Title:                             |  President/CEO |   |

 

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