Exhibit
10.1


 


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 into
as of October 28, 2003 [EFFECTIVE_DATE]
between CoBANK,
ACB (“CoBank”) and DAKOTA GROWERS PASTA COMPANY, INC., Carrington, North
Dakota (the “Company”)[SRESTATE1].


 


SECTION 1.         The Non-Revolving Credit Facility.  On
the terms and conditions set forth in the MLA and this Supplement, CoBank
agrees to make loans to the Company during the period set forth below in an
aggregate principal amount not to exceed $350,000.00 at any one time
outstanding (the “Commitment”).  Within
the limits of the Commitment, amounts borrowed and later repaid may not be reborrowed.  


 


SECTION 2.         Purpose.  The purpose of the Commitment
is to reimburse CoBank for any drafts that it may honor under letter(s) of
credit 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 to
reimburse 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, in
its sole discretion, authorize in writing.


 


SECTION 4.         Interest.  The Company agrees to pay
interest on the unpaid balance of the loan(s) in accordance with the following
interest rate:


 


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


 


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


 


SECTION 6.         Letters of Credit.  If agreeable to CoBank in its sole discretion in each instance, in
addition to loans, the Company may utilize the Commitment to open irrevocable
letters of credit for its account.  Each
letter of credit will be issued within a reasonable period of time after
receipt of a duly completed and executed copy of CoBank’s then current form of
application or, if applicable, in accordance with the terms of any CoTrade
Agreement between the parties, and shall reduce the amount available under the
Commitment by the maximum amount capable of being drawn thereunder.  Any draw under any letter of credit issued
hereunder shall be deemed an advance under the Commitment.  Each letter of credit must be in form and
content acceptable to CoBank and must expire no later than the maturity date of
the loans.


 


IN WITNESS WHEREOF, the parties have caused this Supplement to
be 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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