Exhibit
10.1


 


AMENDMENT


 


THIS
AMENDMENT 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 dated
June 20, 2001 (such agreement, as previously amended, is hereinafter referred
to as the “MLA”).  CoBank and the
Company now desire to amend the MLA. 
For that reason, and for valuable consideration (the receipt and
sufficiency of which are hereby acknowledged), CoBank and the Company agree as
follows:


 


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


 


SECTION
10.  Financial Covenants.  Unless otherwise agreed to
in writing, while this agreement is in effect:


 


(C)   Consolidated
Funded Debt to Consolidated Cash Flow Ratio.  The Company and its
consolidated Subsidiary, on a combined basis, will have at the end of each
fiscal quarter of the Company, a Consolidated Funded Debt to
Consolidated Cash Flow of not more than 3.0 to 1.0 calculated on a trailing
four quarter basis.  Consolidated Funded
Debt means all debt which would in accordance GAAP, constitute long term debt
and including any current portion thereof including: (a) any debt with a
maturity of more than one year after the creation of such debt, (b) any debt
outstanding under a revolving credit or similar agreement providing for
borrowings (and renewables and extensions thereof) which pursuant to its terms
would constitute long term debt in accordance with GAAP, (c) any Capital Lease
obligation and (d) any guarantee with respect to Funded Debt of another
person.   Notwithstanding anything to
the contrary contained herein any debt outstanding under a revolving credit or
similar agreement providing borrowings which is paid down for a period of 30
consecutive days during any 12 months period (and not merely refinanced with a
short term credit facility) will not be deemed to constitute Funded Debt.    Consolidated Cash Flow shall mean the sum
of Consolidated Net Earnings after taxes of the Company and its Subsidiaries
plus: (1) provision for any applicable income taxes; (ii) depreciation and
amortization; and (iii) Consolidated Interest Expense for the period.


 


2.                  A new Section
22 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 the
Company are subject to the terms of an Agency and Intercreditor Agreement dated
as of July 15, 1998, by and between CoBank (under the name of its predecessor
St. Paul Bank for Cooperatives), Massachusetts Mutual Life Insurance Company,
MML Bay State Life Insurance Company, CM Life Insurance Company, The Security
Mutual Life Insurance Company of Lincoln, Nebraska, and The Canada Life
Assurance Company (referred to collectively as the “Lenders”).  The Company hereby reaffirms and consents to
the terms thereof.  Notwithstanding any
other provision of this MLA or any present or future Supplement hereto, the
aggregate outstanding principal balances on all loans made by CoBank to the
Company (including face amounts of any outstanding letters of credit) may not
at any time exceed 49.99% of the aggregate outstanding principal balances on
all loans to the Company by the Lenders. 
The Company shall manage all draw requests and repayments in such as way
as to ensure that such 49.99% limitation is at no time exceeded.  Any failure of the Company to do so shall
constitute an immediate event of default hereunder.


 


Except as set forth in this
amendment, the MLA, including all amendments thereto, shall continue in full
force and effect as written.


 

















 


IN WITNESS
WHEREOF, the parties have caused this amendment 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:

  	
   

  	
   

  	
  Title:

  	
  CFO

  
						



 


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