Exhibit 10.2Lease Agreement • April 19th, 2002 • Dakota Growers Restructuring Co Inc • Miscellaneous food preparations & kindred products
AMENDED AND RESTATED RIGHTS AGREEMENTRights Agreement • April 19th, 2002 • Dakota Growers Restructuring Co Inc • Miscellaneous food preparations & kindred products • North Dakota
EXHIBIT 2.4Transaction Agreement • April 19th, 2002 • Dakota Growers Restructuring Co Inc • Miscellaneous food preparations & kindred products
EXECUTIVE EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is entered into by and between Dakota Growers Pasta Company ("Company") and JACK HASPER and his heirs, executors and representatives ("Employee"). In consideration of the mutual...Executive Employment Agreement • April 19th, 2002 • Dakota Growers Restructuring Co Inc • Miscellaneous food preparations & kindred products • Minnesota
EXHIBIT 2.2 SECOND AMENDED AND RESTATED PLAN OF MERGERPlan of Merger • April 19th, 2002 • Dakota Growers Restructuring Co Inc • Miscellaneous food preparations & kindred products • Colorado
SECURITY AGREEMENTSecurity Agreement • February 1st, 2008 • Dakota Growers Pasta Co Inc • Miscellaneous food preparations & kindred products • Colorado
THIS SECURITY AGREEMENT is executed and delivered by DNA Dreamfields Company, LLC (the “Debtor”), an Ohio limited lliability company, having its place of business (or chief executive office if more than one place of business) located at One Pasta Avenue, Carrington, ND 58421, to CoBank, ACB (the “Secured Party”), a federally chartered instrumentality of the United States, whose mailing address is P.O. Box 5110, Denver, Colorado 80217.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • March 23rd, 2010 • Dakota Growers Pasta Co Inc • Miscellaneous food preparations & kindred products • Delaware
TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of March 10, 2010, 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 the undersigned stockholder (the “Stockholder”) of DAKOTA GROWERS PASTA COMPANY, INC., a North Dakota corporation (the “Company”).
EXHIBIT 10.1 SHARE RIGHTS AGREEMENT DAKOTA GROWERS RESTRUCTURING COMPANY, INC. AND WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION RIGHTS AGENT RIGHTS AGREEMENT DATED AS OF MARCH 14, 2002 TABLE OF CONTENTSShare Rights Agreement • March 19th, 2002 • Dakota Growers Restructuring Co Inc • Miscellaneous food preparations & kindred products • North Dakota
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 6th, 2004 • Dakota Growers Pasta Co Inc • Miscellaneous food preparations & kindred products • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of July 30, 2004, by and between DAKOTA GROWERS PASTA COMPANY, INC., a North Dakota corporation (the “Company”), and MVC Capital, Inc., a Delaware corporation (the “Purchaser”).
MASTER LOAN AGREEMENTMaster Loan Agreement • January 19th, 2010 • Dakota Growers Pasta Co Inc • Miscellaneous food preparations & kindred products • Colorado
THIS MASTER LOAN AGREEMENT is entered into as of January 13, 2010, between CoBANK, ACB (“CoBank”) and DAKOTA GROWERS PASTA COMPANY, INC., Carrington, North Dakota (the “Company”).
STATUSED REVOLVING CREDIT SUPPLEMENTDakota Growers Pasta Co Inc • January 16th, 2009 • Miscellaneous food preparations & kindred products
THIS SUPPLEMENT to the Master Loan Agreement dated May 23, 2005 (the “MLA”), is entered into as of December 8, 2008, and effective January 14, 2009 (“Effective Date”), between CoBANK, ACB (“CoBank”) and DAKOTA GROWERS PASTA COMPANY, INC., Carrington, North Dakota (the “Company”), and amends and restates the Supplement dated January 22, 2008 and numbered RIE539S01E.
STATUSED REVOLVING CREDIT SUPPLEMENTDakota Growers Pasta Co Inc • June 1st, 2006 • Miscellaneous food preparations & kindred products
THIS SUPPLEMENT to the Master Loan Agreement dated May 23, 2005 (the “MLA”), is entered into as of May 26, 2006, and effective June 1, 2006 (“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 23, 2005 and numbered RIE539S01B.
MULTIPLE ADVANCE TERM LOAN SUPPLEMENTDakota Growers Pasta Co Inc • January 16th, 2009 • Miscellaneous food preparations & kindred products
THIS SUPPLEMENT to the Master Loan Agreement dated May 23, 2005 (the “MLA”), is entered into as of December 8, 2008 between CoBANK, ACB (“CoBank”) and DAKOTA GROWERS PASTA COMPANY, INC., Carrington, North Dakota (the “Company”), and amends and restates the Supplement dated February 14, 2007 and numbered RIE539T07.
MULTIPLE ADVANCE TERM LOAN SUPPLEMENTSupplement • January 19th, 2010 • Dakota Growers Pasta Co Inc • Miscellaneous food preparations & kindred products
THIS SUPPLEMENT to the Master Loan Agreement dated January 13, 2010 (the “MLA”), is entered into as of January 13, 2010 between CoBANK, ACB (“CoBank”) and DAKOTA GROWERS PASTA COMPANY, INC., Carrington, North Dakota (the “Company”), and amends and restates the Supplement dated December 8, 2008 and numbered RIE539T06B.
RECIPROCAL CONFIDENTIALITY AGREEMENT THIS AGREEMENT made the 20th day of May, 2009. BETWEEN: VITERRA INC. AND DAKOTA GROWERS PASTA COMPANY, INC.Reciprocal Confidentiality Agreement • March 23rd, 2010 • Dakota Growers Pasta Co Inc • Miscellaneous food preparations & kindred products • Saskatchewan
WHEREAS the parties hereto (individually, a “Party”, collectively, the “Parties” and in each case, including their respective Representatives (as hereinafter defined)) have agreed to disclose certain Confidential Information to each other for the purpose of assessing possible business transactions (the “Project”);
CONTINUING GUARANTEEDakota Growers Pasta Co Inc • February 1st, 2008 • Miscellaneous food preparations & kindred products
ContractLLC Unit Pledge Agreement • July 1st, 2005 • Dakota Growers Pasta Co Inc • Miscellaneous food preparations & kindred products • North Dakota
This LLC Unit Pledge Agreement (the “Agreement”) is made effective as of May 31, 2005, between and among B-New, LLC, an Ohio limited liability company (“BNEW”), TechCom Group, LLC, a Florida limited liability company (“TechCom”), Buhler, Inc., a Minnesota corporation (“Buhler”), (individually a “Pledgor” and collectively the “Pledgors”), and Dakota Growers Pasta Company, Inc., a North Dakota corporation (hereinafter the “Lender”).
STOCK PURCHASE AGREEMENTStock 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”).
AMENDMENT TO THE MASTER LOAN AGREEMENTMaster 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”).
NON-REVOLVING CREDIT SUPPLEMENT (Letters of Credit)Supplement • June 14th, 2004 • Dakota Growers Pasta Co Inc • Miscellaneous food preparations & kindred products
THIS SUPPLEMENT to the Master Loan Agreement dated February 24, 2004 (the “MLA”), is entered into as of February 24, 2004 between CoBANK, ACB (“CoBank”) and DAKOTA GROWERS PASTA COMPANY, INC., Carrington, North Dakota (the “Company”), and amends and restates the Supplement dated October 28, 2003 and numbered E539T05.
PROMISSORY NOTEDakota Growers Pasta Co Inc • July 1st, 2005 • Miscellaneous food preparations & kindred products
This Note shall be payable in a monthly installment of interest only on the thirtieth day of the month following the month hereof and continuing on the 30th day of each succeeding month until the Note is paid in full. The unpaid principal balance, together with all accrued and unpaid interest, if not sooner paid, shall be due and payable in full on May 31, 2010. In addition to the interest, payment of the principal amounts outstanding from time to time shall commence upon the earlier to occur of a) ten (10) months after the date of the first advance from the Lender to the Borrower pursuant to this Promissory Note and the associated Loan Agreement and b) the principal amount outstanding under this Promissory Note and the associated Loan Agreement equals the maximum loan amount of Five Million Dollars ($5,000,000). The date of the earlier event to occur of a) or b) above shall be referred to as the “Principal Reduction Date”. Commencing thirty (30) days after the end of the calendar mont
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 6th, 2004 • Dakota Growers Pasta Co Inc • Miscellaneous food preparations & kindred products • Delaware
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is dated as of July 30, 2004 by and between DAKOTA GROWERS PASTA COMPANY, INC., a North Dakota corporation (the “Company”), and MVC CAPITAL, INC., a Delaware corporation (the “Purchaser”).
CONFIDENTIAL TREATMENT REQUESTED. CERTAIN PORTIONS HAVE BEEN OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. AMENDMENT NO. 1 TO DNA DREAMFIELDS COMPANY, LLC OPERATING AGREEMENTOperating Agreement • October 29th, 2004 • Dakota Growers Pasta Co Inc • Miscellaneous food preparations & kindred products
THIS AMENDMENT NO. 1 TO OPERATING AGREEMENT (the “Amendment No. 1”), dated as of February 9, 2004, is among B-New, LLC, an Ohio limited liability company (“BNEW”), TechCom Group, LLC, a Florida limited liability company (“TechCom”), Buhler, Inc., a Minnesota corporation (“Buhler”), and Dakota Growers Pasta Company, Inc., a North Dakota corporation (“Dakota”) (each of BNEW, TechCom, Buhler and Dakota may be referred to herein as a “Member” and collectively as the “Members”).
CONTINUING GUARANTEEContinuing Guarantee • March 17th, 2003 • Dakota Growers Pasta Co Inc • Miscellaneous food preparations & kindred products
STATUSED REVOLVING CREDIT SUPPLEMENTDakota Growers Pasta Co Inc • February 24th, 2005 • Miscellaneous food preparations & kindred products
THIS SUPPLEMENT to the Master Loan Agreement dated February 24, 2004 (the “MLA”), is entered into as of February 17, 2005, and effective February 22, 2005 (“Effective Date”), between CoBANK, ACB (“CoBank”) and DAKOTA GROWERS PASTA COMPANY, INC., Carrington, North Dakota (the “Company”), and amends and restates the Supplement dated February 24, 2004 and numbered RIE539S01.
NON-REVOLVING CREDIT SUPPLEMENT LETTERS OF CREDITDakota Growers Pasta Co Inc • February 1st, 2008 • Miscellaneous food preparations & kindred products
THIS SUPPLEMENT to the Master Loan Agreement dated May 23, 2005 (the “MLA”), is entered into as of January 22, 2008 between CoBANK, ACB (“CoBank”) and DAKOTA GROWERS PASTA COMPANY, INC., Carrington, North Dakota (the “Company”), and amends and restates the Supplement dated May 15, 2007 and numbered RIE539T05D.
CONFIDENTIAL TREATMENT REQUESTED. CERTAIN PORTIONS HAVE BEEN OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. DNA, LLC OPERATING AGREEMENTOperating Agreement • March 16th, 2004 • Dakota Growers Pasta Co Inc • Miscellaneous food preparations & kindred products • Ohio
THIS OPERATING AGREEMENT (the “Agreement”), dated as of October 31, 2003, is among B-New, LLC, an Ohio limited liability company (“BNEW”), TechCom Group, LLC, a Florida limited liability company (“TechCom”), Buhler, Inc., a Minnesota corporation (“Buhler”), and Dakota Growers Pasta Company, Inc., a North Dakota corporation (“Dakota”) (BNEW, TechCom, Buhler and Dakota may be referred to herein as a “Member and collectively as the “Members”).
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • March 16th, 2004 • Dakota Growers Pasta Co Inc • Miscellaneous food preparations & kindred products • Ohio
THIS TRADEMARK LICENSE AGREEMENT (this “Agreement”) is made and entered into as of this 26th day of December, 2003, by and between DNA DREAMFIELDS COMPANY, LLC, an Ohio limited liability company having its principal place of business located at 14 West Park Place, Oxford, Ohio 45056 (“Licensor”), and DAKOTA GROWERS PASTA COMPANY, INC., a North Dakota corporation having its principal place of business located at One Pasta Avenue, Carrington, North Dakota 58421 (“Licensee”).
FARM CREDIT LEASINGDakota Growers Pasta Co Inc • April 4th, 2007 • Miscellaneous food preparations & kindred products
NON-REVOLVING CREDIT SUPPLEMENT (Letters of Credit)Dakota Growers Pasta Co Inc • July 7th, 2005 • Miscellaneous food preparations & kindred products
THIS SUPPLEMENT to the Master Loan Agreement dated May 23, 2005 (the “MLA”), is entered into as of May 23, 2005 between CoBANK, ACB (“CoBank”) and DAKOTA GROWERS PASTA COMPANY, INC., Carrington, North Dakota (the “Company”), and amends and restates the Supplement dated October 14, 2004 and numbered RIE539T05A.
NON-REVOLVING CREDIT SUPPLEMENT LETTERS OF CREDITDakota Growers Pasta Co Inc • May 30th, 2007 • Miscellaneous food preparations & kindred products
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.
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.
AMENDMENT TO THE MASTER LOAN AGREEMENTMaster Loan Agreement • May 1st, 2007 • Dakota Growers Pasta Co Inc • Miscellaneous food preparations & kindred products
THIS AMENDMENT is entered into as of April 25, 2007, between CoBANK, ACB (“CoBank”) and DAKOTA GROWERS PASTA COMPANY, INC., Carrington, North Dakota (the “Company”).
MULTIPLE ADVANCE TERM LOAN SUPPLEMENTDakota Growers Pasta Co Inc • July 7th, 2005 • Miscellaneous food preparations & kindred products
THIS SUPPLEMENT to the Master Loan Agreement dated May 23, 2005 (the “MLA”), is entered into as of May 23, 2005 between CoBANK, ACB (“CoBank”) and DAKOTA GROWERS PASTA COMPANY, INC., Carrington, North Dakota (the “Company”).
AMENDMENT TO THE MASTER LOAN AGREEMENTMaster Loan Agreement • February 1st, 2008 • Dakota Growers Pasta Co Inc • Miscellaneous food preparations & kindred products
THIS AMENDMENT is entered into as of January 22, 2008, between CoBANK, ACB (“CoBank”) and DAKOTA GROWERS PASTA COMPANY, INC., Carrington, North Dakota (the “Company”).
