|
pill f[ly�.i
<br />THIS THIRD AMENDED AND RESTATED REAL ESTATE DEED OF TRUST (the "Deed of
<br />Trust ") dated as of March 30, 2011 is made by COOPERATIVE PRODUCERS, INC., a cooperative
<br />corporation existing under the laws of the State of Nebraska, as grantor and trustor (hereinafter called the
<br />"Grantor"), to CoBank, ACB, as trustee (in such capacity, the "Trustee "), whose office is located at 11422
<br />Miracle Hills Drive, Suite 300, Omaha, Nebraska 68154, for the benefit of CoBank, ACB, a federally
<br />chartered instrumentality of the United States, as Administrative Agent for itself, the Lenders, the Swing
<br />Line Lender and the L/C Issuer (in each case, as defined in the Loan Agreement (as defined below)) (in
<br />such capacity, the "Beneficiary ").
<br />RECITALS
<br />A. The Grantor, Heartland Service Co., Mid - Nebraska Lubricants, LLC, the Beneficiary, the
<br />Lenders, the Swing Line Lender and the L/C Issuer have entered into that certain Loan Agreement dated
<br />as of March 30, 2011 (as the same may be amended, modified, extended, renewed, supplemented or
<br />restated from time to time, the "Loan Agreement "; all capitalized terms used and not otherwise defined in
<br />this Deed of Trust shall have the respective meanings ascribed to them in the Loan Agreement); and
<br />B. The Grantor is now and /or hereafter may become otherwise obligated or indebted to the
<br />Agent, one or more of the Lenders, the Swing Line Lender and /or the L/C Issuer (collectively, the
<br />"Secured Creditors "), and one or more of the Secured Creditors may make future advances to or for the
<br />benefit of the Grantor, and the Grantor may incur future obligations to one or more of the Secured
<br />Creditors, whether pursuant to the Loan Agreement or any other Loan Document; and
<br />C. The parties intend that this Deed of Trust shall secure the payment of (a) any and all of
<br />the present and future Borrowers' Obligations, (b) any and all present and future indebtedness (principal,
<br />interest, fees, collection costs and expenses and other amounts), liabilities and obligations of the Grantor
<br />to any one or more of the Secured Creditors evidenced by or arising under or in respect of the Loan
<br />Agreement, this Deed of Trust and /or any other Loan Document and (c) any and all costs of collection,
<br />including, without limitation, reasonable attorneys' fees and expenses, incurred by any one or more of the
<br />Secured Creditors upon the occurrence of an Event of Default under this Deed of Trust, in collecting or
<br />enforcing payment of any such indebtedness, 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 any one
<br />or more of the Secured Creditors in connection with any proceedings by, against or involving the Grantor
<br />under any Debtor Relief Laws, all whether now existing or made or incurred after the date of execution of
<br />this Deed of Trust, in the maximum principal amount (exclusive of sums spent for the reasonable
<br />protection of the security of this Deed of Trust, if any) of the Maximum Debt Limit (defined below)
<br />(collectively, the "Indebtedness ");
<br />D. All Indebtedness arising and occurring under the Loan Documents from time to time shall
<br />be secured by this Deed of Trust to the same extent as though advanced on the date hereof.
<br />E. This Deed of Trust is an amendment, restatement and continuation of, and not a novation of,
<br />that certain Amended and Restated Real Estate Deed of Trust dated March 11, 2009 and filed on March 27,
<br />2009 in Instrument No. 0200902250 of the Hall County, Nebraska Recorder's Office, as further amended by
<br />that certain Second Amended and Restated Real Estate Deed of Trust dated April 9, 2010 and filed on
<br />October 26, 2010 as Instrument No. 201007917 in the Hall County, Nebraska Register of Deeds Office,
<br />which amended those documents listed in Exhibit "B" hereto.
<br />.NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
<br />are hereby acknowledged, Grantor and Beneficiary do hereby agree as follows:
<br />5301729
<br />Hall County, Nebraska
<br />
|