AMENDED AND RESTATED CREDIT AGREEMENT Among GOLDEN OVAL EGGS, LLC, as a Borrower and as the Borrowers’ Agent, GOECA, LP as a Borrower, MIDWEST INVESTORS OF IOWA, COOPERATIVE as a Borrower, COBANK, ACB, as a Lender and as Administrative Agent,...Credit Agreement • November 29th, 2006 • Golden Oval Eggs LLC • Food and kindred products • Colorado
THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 30, 2006, is by and between GOLDEN OVAL EGGS, LLC, a limited liability company organized under the laws of the State of Delaware, GOECA, LP, a Delaware limited partnership, and MIDWEST INVESTORS OF IOWA, COOPERATIVE, a cooperative organized under the laws of the State of Iowa (individually each a “Borrower” and collectively the “Borrowers”), the banks and other financial institutions or entities which are signatories hereto (individually each a “Lender” and collectively the “Lenders”), COBANK, ACB, a federally charted instrumentality under the Farm Credit Act of 1971, as amended, one of the Lenders and as agent for the Lenders (in such capacity, the “Administrative Agent”), and METROPOLITAN LIFE INSURANCE COMPANY, as a Lender.
SUBORDINATION AND INTERCREDITOR AGREEMENTSubordination and Intercreditor Agreement • November 29th, 2006 • Golden Oval Eggs LLC • Food and kindred products • Colorado
THIS SUBORDINATION AND INTERCREDITOR AGREEMENT, dated as of June 30, 2006, is made and given by LAND O’LAKES, INC., a Minnesota cooperative corporation, (the “Junior Creditor”) in favor of COBANK, ACB, a federally chartered instrumentality under the Farm Credit Act of 1971, as agent (the “Agent”) for the lenders from time to time party to the Credit Agreement (as defined below), (together with the Agent, the “Senior Creditors”).
SUBORDINATED PROMISSORY NOTEGolden Oval Eggs LLC • November 29th, 2006 • Food and kindred products • Minnesota
This Note was issued pursuant to that certain Asset Purchase Agreement dated as of May 23, 2006 (the “Agreement”) among the Debtors, the Holder and others. Except as otherwise defined in this Note, all capitalized terms shall have the meanings provided in the Agreement.
SECURITY AGREEMENTSecurity Agreement • November 29th, 2006 • Golden Oval Eggs LLC • Food and kindred products • Minnesota
This Security Agreement, dated as of June 30, 2006 (the “Security Agreement”), is made by Golden Oval Eggs, LLC, a Delaware limited liability company, GOECA, LP, a Delaware Limited Partnership, and Midwest Investors of Iowa, Cooperative, an Iowa Corporation (each a “Grantor,” together the “Grantors”), for the benefit of Land O’Lakes, Inc., a Minnesota cooperative corporation (the “Secured Party”).
