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EXHIBIT 4.3
LOAN NO. T0310
COBANK, ACB
AMENDED AND RESTATED PROMISSORY NOTE
CTC FINANCIAL, INC.
LAKE CHARLES, LOUISIANA
$17,400,000 DATED: MAY 15, 1996
FOR VALUE RECEIVED, CTC FINANCIAL, INC. (the "Borrower"), promises to
pay to the order of COBANK, ACB, formerly known as the National Bank for
Cooperatives (the "Payee"), at the times and in the manner set forth in that
certain Amended and Restated Loan Agreement, dated as of even date herewith,
and numbered Loan No. T0310, by and between the Borrower and the Payee, and as
that agreement may be amended, modified, supplemented, extended or restated
from time to time (the "Loan Agreement"), the principal sum of SEVENTEEN
MILLION FOUR HUNDRED THOUSAND DOLLARS ($17,400,000) or such lesser amount as
may be advanced hereunder, together with interest on the unpaid principal
balance hereof at the rate or rates provided for in the Loan Agreement.
This Note is given for one or more advances to be made by the Payee to
the Borrower pursuant to the Loan Agreement, all of the terms and provisions of
which are hereby incorporated by reference. This Note is given in substitution
for and supersedes and replaces that certain Promissory Note dated September
27, 1994 (the "Original Note"). This Note is not delivered in extinguishment
of the indebtedness evidenced by the Original Note and does not constitute a
novation of the Original Note, but is made to evidence indebtedness in the
principal amount of $2,393,575 outstanding under the Original Note as of the
date hereof and any additional indebtedness incurred or to be incurred by the
Borrower under the Loan Agreement. Advances, accrued interest and payments
shall be posted by the Payee upon an appropriate accounting record, which
record (and all computer printouts thereof) shall constitute prima facie
evidence of the outstanding principal and interest on the advances. The total
of such advances may exceed the face amount of this note but the unpaid
principal balance shall not at any time exceed such face amount. Any amount of
the principal hereof which is not paid when due, whether at stated maturity, by
acceleration or otherwise, shall bear interest from the date when due until
said principal amount is paid in full, payable on demand, at a rate per annum
set forth in the Loan Agreement.
The Borrower hereby waives presentment for payment, demand, protest,
and notice of dishonor and nonpayment of this Note, and all defenses on the
ground of delay or of any extension of time for the payment hereof which may be
hereafter given by the holder or holders hereof to it or to anyone who has
assumed the payment of this Note, and it is specifically agreed that the
obligations of the Borrower shall not be in anywise affected or altered
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Amended and Restated Promissory
Note/CTC Financial
Loan No. T0310
to the prejudice of the holder or holders hereof by reason of the assumption of
payment of the same by any other person or entity.
Should this Note be placed in the hands of an attorney for collection
or the services of any attorney become necessary in connection with enforcing
its provisions, the Borrower agrees to pay reasonable attorneys' fees, together
with all costs and expenses incident thereto, to the extent allowed by law.
Except to the extent governed by applicable federal law, this Note shall be
governed by and construed in accordance with the laws of the State of
Louisiana, without reference to choice of law doctrine.
IN WITNESS WHEREOF, the Borrower has caused this Amended and Restated
Promissory Note to be executed, attested, sealed and delivered by its duly
authorized officers as of the date first shown above.
CTC FINANCIAL, INC.
By: /s/ XXXXXXX X. XXXXXXX, XX.
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[CORPORATE SEAL] Name: XXXXXXX X. XXXXXXX, XX.
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Title: PRESIDENT
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Attest: /s/ XXXXXX X. XXXXXXX
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Name: XXXXXX X. XXXXXXX
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Title: SECRETARY
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