FOURTH SUPPLEMENT
TO MASTER SYNDICATED LOAN AGREEMENT
THIS FOURTH SUPPLEMENT to the Master Syndicated Loan Agreement is entered
into as of October 28, 1996, by and among HARVEST STATES COOPERATIVES (the
"Company"), COBANK, ACB (successor to the National Bank for Cooperatives
("CoBank")) and the ST. PAUL BANK FOR COOPERATIVES ("St. Paul") (collectively,
the "Banks")
SECTION 1. THE COMMITMENTS. On the terms and conditions set forth in this
Supplement and the Amended and Restated Master Syndicated Loan Agreement dated
October 28, 1996, (the "MLA"), the Banks agree to make loans to the Company
during the period commencing on October 31, 1996, and ending on but not
including October 31, 1997, in an aggregate principal amount for each Bank not
to exceed $25,000,000 (the "Commitments"). Loans will be made directly by each
Bank to the Company in the manner set forth below. However, all loans will be
made on a pro rata basis so that at all times each Bank shall have the same
amount outstanding hereunder. Amounts borrowed under the Commitments and later
repaid may not be reborrowed.
SECTION 2. PURPOSE. The purpose of the Commitments is to finance 1997 and
a portion of 1998 fixed asset expenditures to be made by the Company.
SECTION 3. AVAILABILITY. Subject to Section 1 hereof, loans will be made
available on any Business Day upon the telephonic or written request of an
authorized employee of the Company. Requests for loans must be received by the
Banks no later than 12:00 noon, Company's local time on the day the loan is
desired. Unless otherwise agreed, all loans will be made available by wire
transfer of immediately available funds. Wire transfers will be made to such
account(s) as the Company may authorize from time to time on forms supplied by
the Banks. In making loans on telephonic request, each Bank shall be entitled to
rely on (and shall incur no liability to the Company in acting upon) any request
made by a person identifying himself or herself as one of the persons authorized
by the Company to request loans hereunder.
SECTION 4. INTEREST AND FEES.
(A) INTEREST RATE OPTIONS. The Company agrees to pay interest on the
unpaid principal balance of the loans in accordance with one or more of the
following options, as selected by the Company in accordance with the terms
hereof:
(i) VARIABLE RATE OPTION. At a rate per annum equal at all times
to the rate of interest announced by CoBank from time to time as its National
Variable Rate which Rate is intended by CoBank to be a reference rate and not
its lowest rate. The National Variable Rate will change on the date established
by CoBank as the effective date of any change therein and CoBank agrees to
notifiy the Company and St. Paul promptly after any such change.
(ii) FIXED RATE OPTION. At a fixed rate per annum equal to: (1) in
the case of rates fixed on or before August 30, 1997, 90 basis points above the
Banks' Estimated Cost of Funds for periods ranging from 30 days to the life of
the loan, as selected by the Company; and (2) in the case of rates fixed after
August 30, 1997, at a rate to be quoted by the Banks in their sole discretion in
each instance. Upon the expiration of any fixed rate period, interest shall
automatically accrue at the variable rate provided for above unless the amount
fixed is repaid or fixed for an additional period. Interest shall be calculated
on the actual number of days each loan is outstanding on the basis of a year
consisting of 360 days and shall be payable monthly in arrears by the 20th day
of the following month.
(B) ARRANGEMENT FEE. In consideration of the Commitment, the Company
agrees to pay to the Banks an arrangement fee on the amount of the Commitment at
the rate of .125% per annum payable in equal quarterly installments by November
20, 1996; February 20, 1997; May 20, 1997, and August 20, 1997. If any
installment due date is not a Business Day, then such installment shall be
payable on the next Business Day.
SECTION 5. REPAYMENT. The loans made by each Bank shall be repaid in
thirty-two (32) equal consecutive quarterly installments, with the first
installment due on November 20, 1997, and the last installment due on August 20,
2005. If any installment due date is not a Business Day, then such installment
shall be payable on the next Business Day.
SECTION 6. PREPAYMENT. The loans may be prepaid on any Business Day on
one Business Days' prior written notice. Unless the Banks otherwise agree, all
prepayments will be applied pro rata to principal installments owing to each
Bank in the inverse order of their maturity and to the various fixed and
variable rate balances outstanding on the loans in the following order: (i)
first, to any balances fixed for the periods being prepaid; and (ii) next, to
such balances, fixed or variable, as the Company may elect; provided, however,
that the Company may not elect to apply prepayments in such a manner as to cause
the Company to have to repay any fixed rate balance prior to the last day of its
fixed rate period in order to pay any scheduled installment of principal.
Notwithstanding the foregoing, the Company's right to prepay any fixed rate
balance shall be conditioned upon the payment of a prepayment surcharge
calculated in accordance with Section 12 of the MLA.
SECTION 7. MANNER AND TIME OF PAYMENT. All payments shall be made by wire
transfer of immediately available funds to: (i) in the case of CoBank, ABA
#30-70-88754 for advice to and credit of CoBANK; and (ii) in the case of St.
Paul, ABA #296090471 (or to such other account as either CoBank or St. Paul may
designate by notice). The Company shall give the Banks telephonic notice no
later than 12:00 noon, Company's local time, of its intent to pay by wire
transfer. Wire transfers received after 3:00 p.m., Company's local time, shall
be credited on the next business day.
IN WITNESS WHEREOF, the parties have caused this Supplement to be
executed by their duly authorized officers as of the date shown above.
COBANK, ACB HARVEST STATES COOPERATIVES
By: /s/ J. Daniel Malan By: /s/ T.F. Baker
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T.F. Baker
Title: VP Title: Group Vice President - Finance
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ST. PAUL BANK FOR COOPERATIVES
By: /s/ Marvin L. Lindo
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Marvin L. Lindo
Title: Senior Vice President
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