Exhibit 10.4


 


AMENDED
& RESTATED REVOLVING NOTE


 


	
  $13,000,000

  	
  October 19, 2007

  



 


FOR VALUE RECEIVED, GOLDEN OVAL EGGS, LLC, a Delaware
limited liability company (“Golden Oval”), MIDWEST INVESTORS OF IOWA,
COOPERATIVE, an Iowa cooperative (“Midwest”) and GOECA, LP, a Delaware limited
partnership, hereby jointly and severally restates and reaffirms its obligation
to pay to the order of COBANK, ACB (the “Lender”) at the main office of CoBank,
ACB in Denver, CO, in lawful money of the United States of America in
Immediately Available Funds (as such term and each other capitalized term used
herein are defined in the Amended Credit Agreement hereinafter referred to) on
the Termination Date the principal amount of THIRTEEN MILLION DOLLARS and NO
CENTS ($13,000,000) or, if less, the aggregate unpaid principal amount of the
unpaid Revolving Loans made by the Lender under the Credit Agreement, and to
pay interest (computed on the basis of actual days elapsed and a year of 360
days) in like funds on the unpaid principal amount hereof from time to time
outstanding at the rates and times set forth in the Amended Credit Agreement.


 


This note is one of the Revolving Notes referred to in
the Amended and Restated Credit Agreement dated June 30, 2006, and amended by
First Amendment to Amended and Restated Credit Agreement dated April 30, 2007,
and as further amended by the Second Amendment to Amended and Restated Credit
Agreement dated concurrently herewith (as the same may hereafter be from time
to time amended, restated or otherwise modified, the “Credit Agreement”)
among the undersigned, the Lender and the other lenders named therein. This
note is secured, it is subject to certain mandatory prepayments and its
maturity is subject to acceleration, in each case upon the terms provided in
said Credit Agreement.


 


This note amends and restates a portion of the Total
Revolving Outstandings, as defined in the Credit Agreement, which in turn
amended and restated a previous existing promissory note dated September 13,
2004. It is expressly intended, understood and agreed that all Total Revolving
Outstandings as of the date hereof shall be considered outstanding hereunder
from and after the date hereof and shall not be considered paid (nor shall the
undersigned’s obligation to pay the same be considered discharged or satisfied)
as a result of the issuance of this note.


 


In the event of default hereunder, the undersigned
agrees to pay all costs and expenses of collection, including reasonable
attorneys’ fees. The undersigned waives demand, presentment, notice of
nonpayment, protest, notice of protest and notice of dishonor.


 


THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THIS
NOTE SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF COLORADO WITHOUT
GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.


 

















 


	
   

  	
  GOLDEN OVAL EGGS, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Thomas A. Powell, Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MIDWEST INVESTORS OF IOWA,

  COOPERATIVE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Thomas A. Powell, Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GOECA, LP

  
	
   

  	
  By its General Partner, GOEMCA, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Thomas A. Powell, Chief Financial Officer

  
				



 


(Signature
Page to Amended and Restated Revolving Note)


 


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