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<br />J <br /> <br />200902250 <br /> <br />THIS AMENDED AND RESTATED REAL ESTATE DEED OF TRUST, made as of <br />March 11,2009 is made by COOPERATIVE PRODUCERS, INC. (f/n/a HEARTLAND CO- <br />OP, successor in interest to TRUMBULL CO-OPERATIVE ASSOCIATION, TRUMBULL, <br />NEBRASKA) as grantor and trustor (hereinafter called the "Grantor"), a cooperation existing <br />under the laws of the State of Nebraska, to CoBank, ACB, as trustee (in such capacity, the <br />"Trustee"), whose office is located at 11837 Miracle Hills Drive, Suite 200, Omaha, Nebraska <br />68154-4404, for the benefit of Co Bank, ACB, as Agent (successor in interest to the Omaha Bank <br />for Cooperatives) (in such capacity, hereinafter called "CoBank" or the "Beneficiary"), a <br />federally chartered instrumentality ofthe United States. <br /> <br />RECIT ALS <br /> <br />WHEREAS, the Grantor and Beneficiary are parties to Deed(s) of Trust and Mortgages <br />covering at least some portion of the property covered by this Deed of Trust (individually or <br />collectively, the "Original Deed of Trust"); <br /> <br />WHEREAS, the Grantor has borrowed money from the Beneficiary and has issued its <br />promissory notes to evidence such indebtedness (individually or collectively, the "Original <br />Notes"), and are secured by the Original Deed of Trust; <br /> <br />WHEREAS, the Grantor deems it necessary to borrow money from the Beneficiary for <br />its corporate purposes and to issue its promissory notes therefor from time to time, and to <br />encumber and pledge its property hereinafter described or mentioned to secure the payment of <br />same; <br /> <br />WHEREAS, this Deed of Trust restates and consolidates the Original Deed of Trust <br />while preserving the priority of the Lien (as hereinafter defined) under the Original Deed of <br />Trust securing the payment of Grantor's outstanding obligations secured under the Original Deed <br />of Trust, including without limitation the Original Notes; and <br /> <br />WHEREAS, all acts necessary to make this Deed of Trust a valid and binding legal <br />instrument for the security of such notes and obligations, subject to the terms of this Deed of <br />Trust, have been in all respects duly authorized. <br /> <br />NOW, THEREFORE, the parties agree that the Liens of the Original Deed of Trust and <br />of this Deed of Trust are hereby combined and consolidated so that such Liens shall hereafter <br />form one single unified Lien upon all the Trust Estate (as hereinafter defined) with the same <br />intent and with like effect as if one deed of trust covering the Trust Estate had been executed and <br />delivered by the Grantor to the Beneficiary. In no event shall the Lien of the Original Deed of <br />Trust be deemed discharged or released hereby and the same is hereby expressly preserved and <br />confirmed as consolidated with this Deed of Trust. The Original Deed of Trust, as so <br />consolidated, is hereby amended and restated in its entirety by this Deed of Trust. <br /> <br />2 <br />