BORROWERS AND THE SENIOR CREDITORS REMAINS IN EFFECT.
ALL STATEMENTS OF FACT
RELATING TO THE JUNIOR CREDITOR CONTAINED IN ANY CERTIFICATE OR OTHER PAPER
DELIVERED TO THE SENIOR CREDITORS AT ANY TIME AFTER THE DATE HEREOF BY OR ON
BEHALF OF THE JUNIOR CREDITOR PURSUANT HERETO OR IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED HEREBY SHALL CONSTITUTE REPRESENTATIONS AND WARRANTIES
BY THE JUNIOR CREDITOR.
22.6
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS, ALL
OF WHICH TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT, AND ANY OF
THE PARTIES HERETO MAY EXECUTE THIS AGREEMENT BY SIGNING ANY SUCH COUNTERPART.
SECTION 23.
ACTION CONCERNING COLLATERAL.
NOTWITHSTANDING ANY
SECURITY INTEREST NOW HELD OR HEREAFTER ACQUIRED BY THE JUNIOR CREDITOR, THE
SENIOR CREDITORS MAY TAKE POSSESSION OF, SELL, DISPOSE OF, AND OTHERWISE DEAL
WITH ALL OR ANY PART OF THE SENIOR COLLATERAL, AND MAY ENFORCE ANY RIGHT OR
REMEDY AVAILABLE TO IT WITH RESPECT TO THE SENIOR COLLATERAL, ALL WITHOUT NOTICE
TO OR CONSENT OF THE JUNIOR CREDITOR EXCEPT AS SPECIFICALLY REQUIRED BY
APPLICABLE LAW.
IN ADDITION, AND WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, IF AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING AND ANY
BORROWER INTENDS TO SELL ANY COLLATERAL TO AN UNRELATED THIRD PARTY OUTSIDE THE
ORDINARY COURSE OF BUSINESS, THE JUNIOR CREDITOR HEREBY AUTHORIZES THE SENIOR
CREDITORS TO PREPARE AND RECORD SUCH INSTRUMENTS AS MAY REASONABLY BE NECESSARY
TO TERMINATE AND RELEASE ANY SECURITY INTEREST OR LIEN THE JUNIOR CREDITOR HAS
IN THE SENIOR COLLATERAL TO BE SOLD.
THE SENIOR CREDITORS SHALL HAVE NO DUTY TO
PRESERVE, PROTECT, CARE FOR, INSURE, TAKE POSSESSION OF, COLLECT, DISPOSE OF, OR
OTHERWISE REALIZE UPON ANY OF THE SENIOR COLLATERAL, AND IN NO EVENT SHALL THE
SENIOR CREDITORS BE DEEMED THE JUNIOR CREDITOR'S AGENT WITH RESPECT TO THE
SENIOR COLLATERAL.
[Signature page follows]
10
IN WITNESS WHEREOF, this instrument has been signed as of the date first set
forth above.
THE JUNIOR CREDITOR:
LAND O'LAKES, INC.
By
/s/ Daniel Knutson
Title
Sr. V.P. and Chief Financial Officer
Address for Notice:
P.O. Box 64101
St. Paul, MN 55164-0101
Attention: Daniel Knutson
Fax: 651-481-2190
Accepted:
COBANK, ACB, as Agent
By
/s/ Jeff Doorenbos
Jeff Doorenbos, Vice President
Address for Notice:
5500 South Quebec Street
P.O. Box 5110
Denver, CO 80217
Attention: Gary Sloan
Fax:
[Signature Page to Subordination and Intercreditor Agreement]
ACCEPTANCE AND ACKNOWLEDGMENT
Each Borrower hereby accepts, and acknowledges receipt of a copy of, the
foregoing Subordination Agreement and agrees that it will not pay any of the
"Subordinated Debt" (as defined in the foregoing Agreement) or grant any
security therefor, except as the foregoing Agreement provides.
GOLDEN OVAL EGGS, LLC
By
/s/ Dana Persson
Title
President and Chief Executive Officer
MIDWEST INVESTORS OF IOWA,
COOPERATIVE
By
/s/ Dana Persson
Title
President and Chief Executive Officer
GOECA, LP, By its General Partner, GOEMCA,
INC.
By
/s/ Dana Persson
Title
President and Chief Executive Officer