ML0154T2
THIRD SUPPLEMENT
TO MASTER SYNDICATED LOAN AGREEMENT
THIS SUPPLEMENT to the Master Syndicated Loan Agreement dated August
30, 1994 (the "MLA"), is entered into as of December 15, 1995, by and among
HARVEST STATES COOPERATIVES (the "Company"), COBANK, ACB (successor to the
National Bank for Cooperatives ("CoBank")) and the ST. XXXX BANK FOR
COOPERATIVES ("St. Xxxx") (collectively, the "Banks").
SECTION 1. THE REVOLVING TERM LOAN COMMITMENT. On the terms and
conditions set forth in the MLA and this Supplement, each Bank agrees to make
loans to the Company during the period commencing on December 15, 1995, and
ending on but not including November 1, 1996, in an aggregate principal amount
for each Bank not to exceed $10,000,000.00 (the Commitments"). Loans will be
made directly by each Bank to the Company in the manner set forth below.
However, all loans will be made on a pro rata basis so that at all times each
Bank shall have the same amount outstanding hereunder. Within the limits of the
Commitments, the Company may borrow, prepay and reborrow.
SECTION 2. PURPOSE. The purpose of the Commitments is to provide
working capital.
SECTION 3. TERM. The term of the Commitments shall be from December 15,
1995, up to but not including November 1, 1996, or such later date as the Banks
may, in their sole discretion, authorize in writing.
SECTION 4. INTEREST AND FEES.
(A) INTEREST. The unpaid principal balance of each loan shall bear
interest at a rate per annum equal at all times to the rate of interest
established by CoBank from time to time as its National Variable Rate, which
Rate is intended by CoBank to be a reference rate and not its lowest rate. The
National Variable Rate will change on the date established by CoBank as the
effective date of any change therein and CoBank agrees to notify the Company and
St. Xxxx promptly after any such change. Notwithstanding the foregoing, from
time to time at the request of the Company, the rate of interest charged
hereunder may be fixed on such balances, for such periods, and at such rates as
may be quoted by the Banks in their sole and absolute discretion in each
instance. Upon the expiration of any fixed rate period, interest shall
automatically accrue at the variable rate provided for above unless the amount
fixed is repaid or fixed for an additional period. Interest shall be calculated
on the actual number of days each loan is outstanding on the basis of a year
consisting of 360 days and shall be payable monthly in arrears by the 20th day
of the following month.
(B) COMMITMENT FEE. In consideration of the Commitment, the Company
agrees to pay to the Banks a commitment fee on the average daily unused portion
of the Commitment at the rate of plus 25 basis points (calculated on a 360 day
basis), payable quarterly in arrears by the 20th day following each calendar
quarter. Such fee shall be payable for each quarter (or portion thereof)
occurring during the original or any extended term of the Commitment.
SECTION 5. PROMISSORY NOTE. The Company promises to repay the loans
that are outstanding at the time the Commitments expire in 32 equal, consecutive
quarterly installments with the first such installment due on November 20, 1997,
and the last such installment due on August 20, 2005.
SECTION 6. PREPAYMENT. The loans may be prepaid in whole or in part on
one Banks' business day's prior written notice. During the term of the
Commitment, prepayments shall be applied to such balances, fixed or variable, as
the Company shall specify. After the expiration of the term of the Commitments,
prepayments shall, unless the Banks otherwise agree, be applied to principal
installments in the inverse order of their maturity and to such balances, fixed
or variable, as the Banks shall specify.
SECTION 7. MANNER AND TIME OF PAYMENT. All payments shall be made by
wire transfer of immediately available funds to St. Xxxx, ABA #000000000 (or to
such other account as St. Xxxx xxx designate by notice). The Company shall give
St. Xxxx telephonic notice no later than 12:00 noon, Company's local time, of
its intent to pay by wire transfer. Wire transfers received after 3:00 p.m.,
Company's local time, shall be credited on the next business day.
SECTION 8. CONDITION PRECEDENT. The Banks' obligation to make the
initial advance of this Revolving Term Loan is contingent upon Loan No. ML0154T1
being fully drawn, all payments of principal and interest thereon being current
and that there be no defaults under any loan provisions of Loan No. ML0154T1.
IN WITNESS WHEREOF, the parties have caused this Supplement to be
executed by their duly authorized officers as of the date shown above.
COBANK, ACB HARVEST STATES COOPERATIVES
By: /s/ J. Xxxxxx Xxxxx By: /s/ X.X. Xxxxx
------------------------------- ------------------------------
X.X. Xxxxx
Title: Vice President Title: Group Vice President - Finance
------------------------------- ------------------------------
ST. XXXX BANK FOR COOPERATIVES
By: /s/ Xxx Xxxxxxxx
-------------------------------
Title: Vice President
-------------------------------
