PROMISSORY NOTE
Loan No. ML0154T2
Note of Harvest States Cooperatives
St. Xxxx, MN
Dated: December 15, 1995
$10,000,000.00
For value received, on the Maturity Date as set forth in that certain Master
Syndicated Loan Agreement dated August 30, 1994, and numbered ML0154, or in any
amendments thereto ("Master Syndicated Loan Agreement Supplement"), the
undersigned promises to pay to COBANK, ACB ("Payee"), or order, at the times and
in the manner set forth in the Master Syndicated Loan Agreement Supplement, the
sum of up to TEN MILLION DOLLARS ($10,000,000). The undersigned also promises to
pay interest on the unpaid principal balance hereof at such rate or rates and at
such times as is provided for in the Master Syndicated Loan Agreement
Supplement.
This note is given for one or more advances to be made by the Payee to the
undersigned from time to time in accordance with the terms and conditions of the
Loan No. ML0154T2, all the terms and conditions of which are incorporated herein
by reference. Advances, accrued interest, and payments shall be posted by the
Payee upon an appropriate accounting record, which record 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 the face amount. Any amount of
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 Master Syndicated Loan Agreement Supplement.
The makers or endorsers hereof hereby 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.
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 undersigned 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 Minnesota,
without reference to choice of law doctrine.
HARVEST STATES COOPERATIVES
By /s/ X.X. Xxxxx
Title: Group Vice President - Finance
