AMENDMENT TO RIGHTS AGREEMENTRights Agreement • March 11th, 2010 • Dakota Growers Pasta Co Inc • Miscellaneous food preparations & kindred products • North Dakota
THIS AMENDMENT (this “Amendment”) to that certain Second Amended and Restated Rights Agreement, dated as of April 26, 2002 (the “Rights Agreement”), is made and effective as of March 10, 2010, by and between Dakota Growers Pasta Company, Inc., a North Dakota corporation (f/k/a Dakota Growers Restructuring Company, Inc., the “Company”), and Wells Fargo Bank, N.A. (f/k/a Wells Fargo Bank Minnesota, National Association) (the “Rights Agent”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Rights Agreement.
GUARANTEEGuarantee • March 11th, 2010 • Dakota Growers Pasta Co Inc • Miscellaneous food preparations & kindred products • Delaware
GUARANTEE dated as of March 10, 2010 (this “Guarantee”) by VITERRA INC., a corporation incorporated under the laws of the Province of Saskatchewan (the “Guarantor”), for the benefit of DAKOTA GROWERS PASTA COMPANY, INC., a North Dakota corporation (the “Beneficiary”).
AGREEMENT AND PLAN OF MERGER by and among AGRICORE UNITED HOLDINGS INC., BLUEBIRD ACQUISITION CORPORATION and DAKOTA GROWERS PASTA COMPANY, INC.Merger Agreement • March 11th, 2010 • Dakota Growers Pasta Co Inc • Miscellaneous food preparations & kindred products • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of March 10, 2010, by and among AGRICORE UNITED HOLDINGS INC., a Delaware corporation (“Parent”), BLUEBIRD ACQUISITION CORPORATION, a North Dakota corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and DAKOTA GROWERS PASTA COMPANY, INC., a North Dakota corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
