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201Q0791i
<br />THIS SECOND AMENDED AND RESTATED REAL ESTATE DEED OF TRUST (the
<br />"Deed of Trust") dated as of April �, 2010 is inade by COOPERATIVE PRODUCERS,
<br />INC., a cooperative cnrporation existing under the laws of the State af Nebraska, as grantor and
<br />trustor (hereinafter called the "Grantor"), to CoBank, ACB, as trustee (in such capacity, th�
<br />"Trustee"), whase of�ce is located at 11422 Miracle Hills Drive, Sirite 300, Ornaha, Nebraska
<br />68154, for the bene�t of CaBank, ACB, a federally chartered instrumentality of the United
<br />States, as Agent for itself, the Lenders (as defined in the Credit Agreement (as defined below))
<br />�.nd the Issuers (as defined in the Credit Agreement (as de�ned below)) (in such capacity,
<br />hereinafter called "CaBank" or the "Beneficiary").
<br />RECITALS
<br />A. The Grantar, Heartland Service Co., Mid-Nebraska Lubricants, LLC, the
<br />Sene�ciary, the Lenders and the Issuers have entered into that certain Loan and Security
<br />Agreement dated as of March 1 l, 2p09, as amended by that certain First Amendment to Loan
<br />and Security Agreernent dated as of June 26, 2009, that certain Second Amendment to Lvan and
<br />Security Agreement dated as of December 29, 2009, that certain Third Amendment to Loan and
<br />Security Agreement dated as of March 5, 2010, and that certain Fourth Amendrnent to Laan and
<br />Security Agreement dated as af April �, 2010 (as so arnended and as the same may be Further
<br />arnended, modified, extended, renewed ar restated frorr► time to time, the "Credit AgreemenY';
<br />all capitalized terms used and not otherwise defined an this Deed of Trust shall have the meaning
<br />ascribed to them in the Credit Agreement); and
<br />B. The Grantor is naw and/or hereafter may becorme otherwise obli�ated or indebted
<br />to the Agent, one or more of the Lenders and/or one or more of the Issuers (collectir�ely, the
<br />"Secured Creditors"), and one or more of the Secured Creditors may rnake future advances to
<br />or for the benefit of the Grantor, and the Grantar may incur future obligations to one or more of
<br />the Secured Creditors, whether pursuant to the Credit Agreement, one or more oF the Notes
<br />and/or one or more of the other Financing Agreennents (all such evidences of indebtedness or
<br />obligations are hereinafter collectively refex to as the "Debt �nstrurnents"); and
<br />C. The parties intend that this Deed of Trust shall secure the payment of (a) any and
<br />all of the present and future Liabilities (as defined in the Credit Agreement), (b) any and all
<br />present and future indebtedness (principal, interest, fees, collection costs and expenses and other
<br />amounts), liabilities and abligations of the Grantor to any one or more of the Secured Creditors
<br />evidenced by or arising under or in respect of the Credit Agreement, this Deed af Trust and/or
<br />any other Debt Instrument and (c) any and all costs of collection, including, without limitati�n,
<br />reasonable attorneys' fees and expenses, incurred by any one or more of the Secured Creditors
<br />upon the occurrence of an Event of Default under thrs D�ed of Trust, in collecting ox �nfarcing
<br />payment of any such indebtedn�ss, liabilities or obligations or in preserving, protecting or
<br />realizing on the Trust Estate (as hereinafter defined) under this Deed of Trust or in representing
<br />any one ar more of the Secured Creditors in connection with any bankruptcy or insolvency
<br />proceedings, all whether now existing or made or incurred after th� date of executian nf this
<br />Deed of Trust, in the maximum principal amaunt (exclusive of sums spent far the reasonable
<br />protectian of the security of this Deed of Trust, if any) of the Maximum Debt Limit (defined
<br />below) (collectiv�ly, the "Indebtedness");
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