PROMISSORY NOTE
Loan No. ML0154T3
Note of Harvest States Cooperatives
St. Xxxx, Minnesota
Dated: October 28, 1996
$25,000,000.00
For value received, the undersigned promises to pay to CoBank, ACB ("Payee"), or
order, at the times set forth in that certain Fourth Supplement to Amended and
Restated Master Syndicated Loan Agreement dated October 28, 1996, as that
Supplement may be amended to restated from time to time (the "Fourth
Supplement"), the principal sum of up to TWENTY-FIVE MILLION DOLLARS
($25,000,000.00). The undersigned also promises to pay interest on such sum at
the times and rates, or in accordance with the rate options, set forth in the
Fourth Supplement.
This note is given for one or more advances to be made by the Payee to the
undersigned pursuant to the Fourth Supplement and the Amended and Restated
Master Syndicated Loan Agreement under which it was issued, as that Amended and
Restated Master Syndicated Loan Agreement may be restated from time to time, all
of the terms and provisions of which (including provisions regarding the manner
of payment, default interest and acceleration) are hereby incorporated by
reference. 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 makers or endorsers hereof waive 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 them or either of them or to
anyone who has assumed the payment of this note, and it is specifically agreed
that the obligations of said makers or endorsers shall not be in anywise
affected or altered 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.
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 Minnesota,
without reference to choice of law doctrine.
HARVEST STATES COOPERATIVES
By /s/ X.X. Xxxxx
Title Group Vice President - Finance
