0001104659-07-011632 Sample Contracts

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • February 15th, 2007 • Dakota Growers Pasta Co Inc • Miscellaneous food preparations & kindred products • Delaware

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of February 9, 2007 by and between DAKOTA GROWERS PASTA COMPANY, INC., a North Dakota corporation (the “Company”), and MVC CAPITAL, INC., a Delaware corporation (“MVC”), and La Bella Holdings, LLC, a Delaware limited liability company (“LBH”) (MVC and LBH are each individually referred to herein as a “Purchaser” and collectively referred to herein as “Purchasers”).

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AMENDMENT TO THE MASTER LOAN AGREEMENT
Master Loan Agreement • February 15th, 2007 • Dakota Growers Pasta Co Inc • Miscellaneous food preparations & kindred products

THIS AMENDMENT is entered into as of February 14, 2007, between CoBANK, ACB (“CoBank”) and DAKOTA GROWERS PASTA COMPANY, INC., Carrington, North Dakota (the “Company”).

MULTIPLE ADVANCE TERM LOAN SUPPLEMENT
Multiple Advance Term Loan Supplement • February 15th, 2007 • Dakota Growers Pasta Co Inc • Miscellaneous food preparations & kindred products

THIS SUPPLEMENT to the Master Loan Agreement dated May 23, 2005 (the “MLA”), is entered into as of February 14, 2007 between CoBANK, ACB (“CoBank”) and DAKOTA GROWERS PASTA COMPANY, INC., Carrington, North Dakota (the “Company”), and amends and restates the Supplement dated May 23, 2005 and numbered RIE539T06.

MULTIPLE ADVANCE TERM LOAN SUPPLEMENT
Multiple Advance Term Loan Supplement • February 15th, 2007 • Dakota Growers Pasta Co Inc • Miscellaneous food preparations & kindred products

THIS SUPPLEMENT to the Master Loan Agreement dated May 23, 2005 (the “MLA”), is entered into as of February 14, 2007 between CoBANK, ACB (“CoBank”) and DAKOTA GROWERS PASTA COMPANY, INC., Carrington, North Dakota (the “Company”).

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