Dakota Growers Pasta Co Sample Contracts

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LOAN AGREEMENT
Loan Agreement • October 21st, 1998 • Dakota Growers Pasta Co • Miscellaneous food preparations & kindred products
EXHIBIT 10.15 ESCROW AGREEMENT
Escrow Agreement • November 19th, 1998 • Dakota Growers Pasta Co • Miscellaneous food preparations & kindred products • North Dakota
EXHIBIT 10.16
Registration Rights Agreement • November 19th, 1998 • Dakota Growers Pasta Co • Miscellaneous food preparations & kindred products
INDENTURE OF LEASE
Lease Agreement • September 30th, 1998 • Dakota Growers Pasta Co • Miscellaneous food preparations & kindred products
Lease Agreement
Lease Agreement • June 14th, 2002 • Dakota Growers Pasta Co • Miscellaneous food preparations & kindred products

This Lease and the attachments hereto constitute the entire agreement of the parties with respect to the leasing of the Equipment and the other subject matter of this Lease. This Lease supersedes all prior written and/or oral understandings or agreements with respect to the subject matter hereof, and no change, modification, addition, or termination of this Lease shall be enforceable unless in writing and signed by Lessor and Lessee.

WAIVER AND FIRST AMENDMENT TO NOTE PURCHASE AGREEMENTS
Note Purchase Agreement • December 15th, 2000 • Dakota Growers Pasta Co • Miscellaneous food preparations & kindred products

Reference is made to the Note Purchase Agreement dated as of July 15, 1998 (the "NPA") between Dakota Growers Pasta Company (the "Company"), and, and Massachusetts Mutual Life Insurance Company, Baystate Health Systems, Inc, C.M. Life Insurance Company, The Security Mutual Life Company of Lincoln, Nebraska, and The Canada Life Assurance Company (together, the "Holders").

CONFIDENTIAL TREATMENT REQUESTED. CERTAIN PORTIONS HAVE BEEN OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. CO-PACKING AGREEMENT
Co-Packing Agreement • June 14th, 2002 • Dakota Growers Pasta Co • Miscellaneous food preparations & kindred products • Pennsylvania

THIS AGREEMENT, executed as of April 30, ­2002, is between NEW WORLD PASTA COMPANY, a company incorporated in Delaware, with an address at 85 Shannon Road, Harrisburg, PA 17112 (“New World Pasta”) and DAKOTA GROWERS PASTA CO., a company incorporated in North Dakota, with an address of One Pasta Avenue, P. O. Box 21, Carrington, ND 58421-0021 (“Co-packer”).

DAKOTA GROWERS PASTA COMPANY GROWERS AGREEMENT
Growers Agreement • March 19th, 2001 • Dakota Growers Pasta Co • Miscellaneous food preparations & kindred products • North Dakota

This contract (the Agreement) is made between DAKOTA GROWERS PASTA COMPANY (a North Dakota cooperative association, herein referred to as the Cooperative), and the undersigned producer of small grains or association of agricultural producers, including associations, cooperatives and other entities operated on a cooperative basis (herein referred to as the Member). The Agreement is effective as of the date it is approved and accepted by the Cooperative.

CONFIDENTIAL TREATMENT REQUESTED. CERTAIN PORTIONS HAVE BEEN OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. DISTRIBUTION AND MARKETING ALLIANCE AGREEMENT
Distribution Agreement • March 19th, 2001 • Dakota Growers Pasta Co • Miscellaneous food preparations & kindred products • North Dakota

Agreement made as of the Fifteenth day of AUGUST, 2000(the “Effective Date”) by and between Gruppo Euricom, a corporation whose principal offices are located at Via Stazione, 119 Valle Lomellina (PV) (hereinafter referred to as “EU”) and Dakota Growers Pasta Company, a North Dakota, USA corporation whose principal offices are located at One Pasta Avenue, Carrington, North Dakota (hereinafter referred to as “DGPC”).

PLAN OF MERGER
Plan of Merger • February 28th, 2002 • Dakota Growers Pasta Co • Miscellaneous food preparations & kindred products • Colorado

THIS PLAN OF MERGER (the "Plan") is dated as of January 31, 2002, and is by and between DAKOTA GROWERS PASTA COMPANY (the "North Dakota Cooperative") and DAKOTA GROWERS PASTA RESTRUCTURING COOPERATIVE ("Colorado Cooperative"), each of which may be referred to herein as a "Constituent Cooperative" and both of which may be collectively referred to herein as the "Constituent Cooperatives."

AMENDMENT TO LOAN AGREEMENT CoBank, ACB
Loan Agreement • March 19th, 2001 • Dakota Growers Pasta Co • Miscellaneous food preparations & kindred products
AMENDMENT
Master Loan Agreement • March 14th, 2002 • Dakota Growers Pasta Co • Miscellaneous food preparations & kindred products

THIS AMENDMENT is entered into as of January 24, 2002, between CoBANK, ACB (“CoBank”) and DAKOTA GROWERS PASTA COMPANY, Carrington, North Dakota (the “Company”).

AMENDMENT
Master Loan Agreement • October 29th, 2001 • Dakota Growers Pasta Co • Miscellaneous food preparations & kindred products

THIS AMENDMENT is entered into as of October 16, 2001, between CoBANK, ACB (“CoBank”) and DAKOTA GROWERS PASTA COMPANY, Carrington, North Dakota (the “Company”).

WAIVER AND SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT AND NOTES
Note Purchase Agreement • October 29th, 2001 • Dakota Growers Pasta Co • Miscellaneous food preparations & kindred products

THIS WAIVER AND SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT AND NOTES (this “Waiver and Amendment”) is made as of the 1st day of June, 2001 by and among DAKOTA GROWERS PASTA COMPANY (the “Company”) and MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, BAYSTATE HEALTH SYSTEMS, INC., C.M. LIFE INSURANCE COMPANY, THE SECURITY MUTUAL LIFE INSURANCE COMPANY OF LINCOLN, NEBRASKA, and THE CANADA LIFE ASSURANCE COMPANY (collectively, the “Holders”).

CONFIDENTIAL TREATMENT REQUESTED. CERTAIN PORTIONS HAVE BEEN OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. CoBANK, ACB Loan Agreement
Loan Agreement • March 19th, 2001 • Dakota Growers Pasta Co • Miscellaneous food preparations & kindred products

CoBank, ACB (the “Bank”) and Borrower agree to the above loans (the “Loans”) to the Borrower. The Borrower’s present indebtedness to the Bank and/or commitments outstanding (entitled Present Loans in the above heading) are consolidated and are made subject to all the terms and conditions of this loan agreement.

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CONSULTING AGREEMENT
Consulting Agreement • September 30th, 1998 • Dakota Growers Pasta Co • Miscellaneous food preparations & kindred products • California
CONFIDENTIAL TREATMENT REQUESTED. CERTAIN PORTIONS HAVE BEEN OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. FIRST AMENDMENT FIVE-YEAR CONTRACT AGREEMENT:
Five-Year Contract Agreement • March 14th, 2002 • Dakota Growers Pasta Co • Miscellaneous food preparations & kindred products

This First Amendment (the “First Amendment”) to the Five-Year Contract Extension between U.S. Foodservice™ and Dakota Growers Pasta Company dated December 28, 2000 (the “Agreement”) is entered into this 20th day of December, 2001.

STATUSED REVOLVING CREDIT SUPPLEMENT
Loan Agreement • March 14th, 2002 • Dakota Growers Pasta Co • Miscellaneous food preparations & kindred products

THIS SUPPLEMENT to the Master Loan Agreement dated June 20, 2001, as amended, (the “MLA”), is entered into as of February 15, 2002 between CoBANK, ACB (“CoBank”) and DAKOTA GROWERS PASTA COMPANY, Carrington, North Dakota (the “Company”), and amends and restates the Supplement dated June 20, 2001 and numbered E539S01.

TRANSACTION AGREEMENT by and among DAKOTA GROWERS PASTA COMPANY, a North Dakota cooperative association and DAKOTA GROWERS PASTA RESTRUCTURING COOPERATIVE, a Colorado cooperative association and DAKOTA GROWERS CORPORATION, a Colorado corporation and...
Transaction Agreement • February 28th, 2002 • Dakota Growers Pasta Co • Miscellaneous food preparations & kindred products

THIS TRANSACTION AGREEMENT ("Agreement") is made and entered into as of January 31, 2002, 2002, by and among DAKOTA GROWERS PASTA COMPANY, a North Dakota cooperative association (the "North Dakota Cooperative"), DAKOTA GROWERS PASTA RESTRUCTURING COOPERATIVE, a Colorado cooperative association (the "Colorado Cooperative"), DAKOTA GROWERS CORPORATION, a Colorado corporation (the "Colorado Corporation"), and DAKOTA GROWERS RESTRUCTURING COMPANY, INC., a North Dakota corporation (the "North Dakota Corporation").

CONFIDENTIAL TREATMENT REQUESTED. CERTAIN PORTIONS HAVE BEEN OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. FIVE-YEAR CONTRACT EXTENSION BETWEEN: U.S. FOODSERVICE™ AND DAKOTA GROWERS PASTA COMPANY December 28, 2000
Five-Year Contract Extension • March 19th, 2001 • Dakota Growers Pasta Co • Miscellaneous food preparations & kindred products • North Dakota

The following is an addendum of the terms and conditions to the February 6, 1997 Five-Year Contract Agreement. This Agreement will be effective from December 28, 2000 through December 31, 2006, and supersedes all prior commitments.

MASTER LOAN AGREEMENT
Master Loan Agreement • October 29th, 2001 • Dakota Growers Pasta Co • Miscellaneous food preparations & kindred products • Colorado

THIS MASTER LOAN AGREEMENT is entered into as of June 20, 2001, between CoBANK, ACB (successor to the St. Paul for Cooperatives) ("CoBank") and DAKOTA GROWERS PASTA COMPANY, Carrington, North Dakota (the "Company").

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