1
EXHIBIT 4.15
LOAN NO. T0310
COBANK, ACB
SECOND AMENDED AND RESTATED PROMISSORY NOTE
CTC FINANCIAL, INC.
LAKE CHARLES, LOUISIANA
$32,400,000 DATED: JULY 1, 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 May 15, 1995, as
amended by that certain First Amendment to 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 THIRTY-TWO MILLION FOUR HUNDRED THOUSAND DOLLARS
($32,400,000) 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 Amended and Restated Promissory
Note, dated May 15, 1996 (the "First 1996 Note"), which in turn was given in
substitution for and replaced that certain Promissory Note dated September 27,
1994 (the "Original Note"; the First 1996 Note and the Original Note,
collectively, the "Previous Notes"). This Note is not delivered in
extinguishment of the indebtedness evidenced by the Previous Notes and does not
constitute a novation of the Previous Notes, but is made to evidence
indebtedness in the principal amount of $17,400,000 outstanding under the
Previous Notes 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 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 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.
2
Second Amended and Restated Promissory
Note/CTC Financial
Loan No. T0310
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 Second 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.
--------------------------------------
[CORPORATE SEAL] Name: Xxxxxxx X. Xxxxxxx, Xx.
---------------------------------
Title: President
--------------------------------
Attest: /s/ XXXXXX X. XXXXXXX
-----------------------------------
Name: Xxxxxx X. Xxxxxxx
------------------------------
Title: Secretary
-----------------------------
-2-
