Northland Cranberries, Inc. Revolving Credit Note
Chicago, Illinois
$75,000,000 October 3, 1997
On the Revolving Credit Termination Date (as defined in the
Credit Agreement referred to below), for value received, the undersigned,
Northland Cranberries, Inc., a Wisconsin corporation (the "Company"),
promises to pay to the order of Xxxxxx Trust and Savings Bank (the
"Bank"), at the principal office of the Bank in Chicago, Illinois, the
principal sum of (i) Seventy-Five Million Dollars ($75,000,000), or (ii)
such lesser amount as may at the time of the maturity hereof, whether by
acceleration or otherwise, be the aggregate unpaid principal amount of all
loans owing from the Company to the Bank under the Revolving Credit
provided for in the Credit Agreement hereinafter mentioned.
This Note evidences indebtedness loans constituting part of a
"Domestic Rate Portion", Offered Rate Portions and "LIBOR Portions" as
such terms are defined in that certain Amended and Restated Credit
Agreement dated as of October 3, 1997 by and between the Company and
Xxxxxx Trust and Savings Bank (the "Credit Agreement") made and to be made
to the Company by the Bank under the Revolving Credit provided for under
the Credit Agreement and the Company hereby promises to pay interest at
the office specified above on each loan evidenced hereby at the rates and
times specified therefor in the Credit Agreement.
Each loan made under the Revolving Credit provided for in the
Credit Agreement by the Bank to the Company against this Note, any
repayment of principal hereon, the status of each such loan from time to
time as part of the Domestic Rate Portion, an Offered Rate Portion or an
LIBOR Portion and the interest rates and interest periods applicable
thereto shall be endorsed by the holder hereof on the reverse side of this
Note or recorded on the books and records of the holder hereof (provided
that such entries shall be endorsed on the reverse side hereof prior to
any negotiation hereof) and the Company agrees that in any action or
proceeding instituted to collect or enforce collection of this Note, the
entries so endorsed on the reverse side hereof or recorded on the books
and records of the Bank shall be prima facie evidence of the unpaid
balance of this Note and the status of each loan from time to time as part
of a Domestic Rate Portion, an Offered Rate Portion or an LIBOR Portion
and the interest rates and interest periods applicable thereto, absent
manifest error.
This Note is issued by the Company under the terms and
provisions of the Credit Agreement and is secured by the Collateral
Documents (as defined in the Credit Agreement), including without
limitation a Security Agreements Re: Crops, from the Company, and this
Note and the holder hereof are entitled to all of the benefits and
security provided for thereby or referred to therein, to which reference
is hereby made for a statement thereof. This Note may be declared to be,
or be and become, due prior to its expressed maturity upon the occurrence
of an Event of Default specified in the Credit Agreement, voluntary
prepayments may be made hereon, and certain prepayments are required to be
made hereon, all in the events, on the terms and with the effects provided
in the Credit Agreement.
This Note is issued in substitution and replacement for, and
evidences in part the indebtedness previously evidenced by, that certain
Revolving Credit Note of the Company dated June 6, 1995 payable to the
order of the Bank in the face principal amount of $21,000,000 and that
certain Acquisition Credit Note of the Company dated June 6, 1995 payable
to the order of the Bank in the face principal amount of $18,000,000.
This Note shall be construed in accordance with, and governed
by, the internal laws of the State of Illinois without regard to
principles of conflict of law.
The Company hereby waives presentment for payment and demand.
Northland Cranberries, Inc.
By /s/ Xxxx Xxxxxxxxxxx
Xxxx Xxxxxxxxxxx
Its Chief Executive Officer
