Exhibit 10.1


Loan No. RIE539S01D


STATUSED REVOLVING CREDIT SUPPLEMENT


THIS SUPPLEMENT to the Master Loan
Agreement dated May 23, 2005 (the “MLA”), is entered into as of May 15, 2007,
and effective May 31, 2007 (“Effective Date”), between CoBANK, ACB (“CoBank”) and DAKOTA GROWERS PASTA COMPANY, INC., Carrington, North
Dakota (the “Company”), and amends and restates the Supplement dated
May 26, 2006 and numbered RIE539S01C.


SECTION 1.         The 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, at any
one time outstanding, the lesser of $25,000,000.00 (the “Commitment”), or the “Borrowing
Base” (as calculated pursuant to the Borrowing Base Report attached hereto as
Exhibit A).  Within the limits of the
Commitment, the Company may borrow, repay and reborrow.  


SECTION 2.         Purpose.  The purpose of the Commitment is to finance
the inventory and receivables referred to in the Borrowing Base Report.


SECTION 3.         Term.  The term of the Commitment shall be from the Effective Date hereof, up to
and including May 29, 2008, 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 loans in accordance with one or more of the following
interest rate options, as selected by the Company:


(A)                7-Day LIBOR Index Rate.  At a rate (rounded upward to the nearest 1/100th
and adjusted for reserves required on “Eurocurrency Liabilities” (as
hereinafter defined) for banks subject to “FRB Regulation D” (as hereinafter
defined) or required by any other federal law or regulation) per annum equal at
all times to the annual rate quoted by the British Bankers Association (the “BBA”)
at 11:00 a.m. London time for the offering of seven (7)-day U.S. dollars
deposits, as published by Bloomberg or another major information vendor listed
on BBA’s official website on the first U.S. Banking Day (as hereinafter
defined) in each week with such rate to change weekly on such day plus the
Performance Pricing Adjustments, if any, set forth in Section 4(C) below.  The rate shall be reset automatically, without
the necessity of notice being provided to the Company or any other party, on
the first U.S. Banking Day of each succeeding week and each change in the rate
shall be applicable to all balances subject to this option and information
about the then current rate shall be made available upon telephonic
request.  For purposes hereof:  (a) “U.S. Banking Day” shall mean a day on
which CoBank is open for business and banks are open for business in New York,
New York; (b) “Eurocurrency Liabilities” shall have meaning as set forth in “FRB
Regulation D”; and (c) “FRB Regulation D” shall mean Regulation D as
promulgated by the Board of Governors of the Federal Reserve System, 12 CFR
Part 204, as amended.


(B)                LIBOR.  At a fixed rate per annum equal to “LIBOR” (as
hereinafter defined), plus the Performance Pricing Adjustments, if any, set
forth in Section 4(C) below.  Under this
option:  (1) rates may be fixed for “Interest
Periods” (as hereinafter defined) of 1, 2, 3, 6, 9 or 12 months, as selected by
the Company; (2) amounts may be fixed in increments of $100,000.00 or multiples
thereof; (3) the maximum number of fixes in place at any one time shall be 10;
and (4) rates may only be fixed on a “Banking Day” (as hereinafter defined) on
3 Banking Days’ prior written notice. 
For purposes hereof:  (a) “LIBOR”
shall mean the rate (rounded upward to the nearest sixteenth and adjusted for
reserves required on “Eurocurrency Liabilities” (as hereinafter defined) for
banks subject to “FRB Regulation D” (as hereinafter defined) or required by any
other federal law or regulation) quoted by the British Bankers Association (the
“BBA”) at 11:00 a.m. London time 2 Banking Days before the commencement of the
Interest Period for the offering of U.S. dollar deposits in the London
interbank market for the Interest Period designated by the Company, as
published by Bloomberg or another major information vendor



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listed on BBA’s official website; (b) “Banking Day” shall mean a day on
which CoBank is open for business, dealings in U.S. dollar deposits are being
carried out in the London interbank market, and banks are open for business in
New York City and London, England; (c) “Interest Period” shall mean a period
commencing on the date this option is to take effect and ending on the
numerically corresponding day in the next calendar month or the month that is
2, 3, 6, 9 or 12 months thereafter, as the case may be; provided, however,
that:  (i) in the event such ending day
is not a Banking Day, such period shall be extended to the next Banking Day
unless such next Banking Day falls in the next calendar month, in which case it
shall end on the preceding Banking Day; and (ii) if there is no numerically
corresponding day in the month, then such period shall end on the last Banking
Day in the relevant month; (d) “Eurocurrency Liabilities” shall have meaning as
set forth in “FRB Regulation D”; and (e) “FRB Regulation D” shall mean
Regulation D as promulgated by the Board of Governors of the Federal Reserve
System, 12 CFR Part 204, as amended.


(C)                Performance
Pricing Adjustments.  The interest
rate spread parameters set forth in Subsection (A) and(B) above shall be either
increased or decreased in accordance with the following schedule:




	
  Total Debt to EBITDA (MLA,

  Section 10(B))

  	
   

  	
  LIBOR Interest Rate 

  Spread

  	
   

  	
  7-Day LIBOR Interest 

  Rate Spread

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Equal to or
  greater than 4.00 to 1.00

  	
   

  	
  + 275 basis points

  	
   

  	
  + 275 basis points

  
	
  Equal to or greater than 3.50 to 1.00 but less than
  4.00 to 1.00

  	
   

  	
  + 250 basis points

  	
   

  	
  + 250 basis points

  
	
  Equal to or greater than 3.00 to 1.00 but less than
  3.50 to 1.00

  	
   

  	
  + 225 basis points

  	
   

  	
  + 225 basis points

  
	
  Equal to or greater than 2.50 to 1.00 but less than
  3.00 to 1.00

  	
   

  	
  + 200 basis points

  	
   

  	
  + 200 basis points

  
	
  Less than 2.50
  to 1.00

  	
   

  	
  + 175 basis points

  	
   

  	
  + 175 basis points

  






 


The initial spreads shall be those applicable to
Total Debt to EBITDA of less than 2.50 to 1.00. 
The applicable interest rate adjustment shall:  (i) be considered as of each fiscal quarter
end based on the quarterly Compliance Certificate provided by the Company under
Section 8(H)(vii) of the MLA; (ii) become effective as of the first day of
the fiscal quarter following receipt of such information by CoBank, and (iii)
shall be effective on a prospective basis only and shall not affect existing
fixed rate pricing.


The Company shall select the applicable rate option at the time it
requests a loan hereunder and may, subject to the limitations set forth above,
elect to convert balances bearing interest at the variable rate option to one
of the fixed rate options.  Upon the
expiration of any fixed rate period, interest shall automatically accrue at the
variable rate option unless the amount fixed is repaid or fixed for an
additional period in accordance with the terms hereof.  Notwithstanding the foregoing, rates may not
be fixed for periods expiring after the maturity date of the loans.  All elections provided for herein shall be
made electronically (if applicable), telephonically or in writing and must be
received by CoBank not later than 12:00 Noon Company’s local time in order to
be considered to have been received on that day; provided, however, that in the
case of LIBOR rate loans, all such elections must be confirmed in writing upon
CoBank’s request.  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; provided, however, in the event
the Company elects to fix all or a portion of the indebtedness outstanding
under the LIBOR interest rate option above, at CoBank’s option upon written
notice to the Company, interest shall be payable at the maturity of the
Interest Period and if the LIBOR interest rate fix is for a period longer than
3 months, interest on that portion of the indebtedness outstanding shall be
payable quarterly in arrears on each three-month anniversary of the
commencement date of such Interest Period, and at maturity.



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SECTION 5.         Promissory
Note.  The Company promises to repay
the unpaid principal balance of the loans on the last day of the term of the
Commitment.  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.  This note replaces and
supersedes, but does not constitute payment of the indebtedness evidenced by,
the promissory note set forth in the Supplement being amended and restated
hereby.


SECTION 6.         Borrowing Base
Reports, Etc.  The Company
agrees to furnish a Borrowing Base Report to CoBank at such times or intervals
as CoBank may from time to time request. 
Until receipt of such a request, the Company agrees to furnish a Borrowing
Base Report to CoBank within 30 days after each month end calculating the
Borrowing Base as of the last day of the month for which the Report is being
furnished.  However, if no balance is
outstanding hereunder on the last day of such month, then no Report need be
furnished.  Regardless of the frequency
of the reporting, if at any time the amount outstanding under the Commitment
exceeds the Borrowing Base, the Company shall immediately notify CoBank and
repay so much of the loans as is necessary to reduce the amount outstanding
under the Commitment to the limits of the Borrowing Base.  


SECTION 7.         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 CoBank’s receipt of a duly
completed and executed copy of CoBank’s then current form of Application and
Reimbursement Agreement 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 a loan under the Commitment and shall
be repaid in accordance with this Supplement. 
Each letter of credit must be in form and content acceptable to CoBank
and must expire no later than the maturity date of the Commitment.  Notwithstanding the foregoing or any other
provision hereof, the maximum amount capable of being drawn under each letter
of credit must be statused against the Borrowing Base in the same manner as if
it were a loan, and in the event that (after repaying all loans) the maximum
amount capable of being drawn under the letters of credit exceeds the Borrowing
Base, then the Company shall immediately notify CoBank and pay to CoBank (to be
held as cash collateral) an amount equal to such excess.


SECTION 8.         Commitment Fee.  In consideration
of the Commitment, the Company agrees to pay to CoBank a commitment fee on the
average daily unused portion of the Commitment at the rate of 1/4 of 1% per
annum (calculated on a 360 day basis), payable quarterly in arrears by the 20th
day following each calendar quarter. 
Such fee shall be payable for each quarter (or portion thereof)
occurring during the original or any extended term of the Commitment.  For purposes of calculating the commitment
fee only, the “Commitment” shall mean the dollar amount specified in Section 1
hereof, irrespective of the Borrowing Base.


SECTION 9.         Amendment Fee.  In
consideration of the amendment, the Company agrees to pay to CoBank on the
execution hereof a fee in the amount of $5,000.00.


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/ Edward Irion

  
	
   

  	
   

  	
   

  	 

	
  Title:

  	
   

  	
   

  	
  Title: 

  	
        CFO

  	 




 



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