Exhibit 10.2


Loan No. RIE539T05D


NON-REVOLVING CREDIT SUPPLEMENT


LETTERS OF CREDIT


THIS SUPPLEMENT to the Master
Loan Agreement dated May 23, 2005 (the “MLA”), is entered into as of May 15,
2007 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 RIE539T05C.


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
$750,000.00 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 from the
date hereof, up to and including September 30, 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 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 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.         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



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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/ Edward
  Irion

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title: 

  	
        CFO

  



 



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