exv10w4



 






EXHIBIT 10.4




Loan No. ML0988S02




UNCOMMITED REVOLVING CREDIT SUPPLEMENT




     THIS SUPPLEMENT to the Master Loan Agreement dated January 22, 2004 (the
“MLA”), is entered into as of March 4, 2004 between CoBANK, ACB (“CoBank”) and
CHS Inc., Inver Grove Heights, Minnesota (the “Company.



     SECTION 1. Uncommitted Revolving Credit Facility. On the terms and
conditions set forth in the MLA and this Supplement, and subject to CoBank’s
sole discretion, CoBank may make loans to the Company during the period set
forth below in an aggregate principal amount not to exceed $50,000,000.00 at
any one time outstanding (the “Commitment”). Within the limits of the
Commitment, the Company may borrow, repay and reborrow.



     SECTION 2. Purpose. The purpose of the Commitment is to finance working
capital needs.



     SECTION 3. Term. The term of the Commitment shall be from the date
hereof, up to and including May 1, 2005, or such later date as CoBank may, in
its sole discretion, authorize in writing.



     SECTION 4. Interest. The Company agrees to pay interest on the unpaid
balance of the loans in accordance with one or more of the following interest
rate options, as selected by the Company:



          (A) Base Rate Option. At a rate per annum at all times equal to the Base
Rate. For the purposes hereof, Base Rate means that rate in effect from day to
day defined as the “prime rate” as published from time to time in the Eastern
Edition of The Wall Street Journal as the average prime lending rate for
seventy-five percent (75%) of the United States’ thirty (30) largest commercial
banks, or if The Wall Street Journal shall cease publication or cease
publishing the “prime rate” on a regular basis, such other regularly published
average prime rate applicable to such commercial banks as is acceptable to the
Lender in its reasonable discretion. Loans for which the Base Rate option is
selected are referred to herein as “Base Rate Loans”.



Base Rate Loans shall be: (a) the minimum fixed period shall be 30 days; (b)
amounts may be fixed in increments of $500,000.00 or multiples thereof; (c) the
maximum number of fixes in place at any one time shall be 10; (d) and made
available on any Banking Day. Interest on Base Rate Loans 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 on the twentieth
Banking Day of the following month.



          (B) LIBOR. At a fixed rate per annum equal to “LIBOR” (as hereinafter
defined) plus 1%. Under this option: (1) rates may be fixed for “Interest
Periods” (as hereinafter defined) of 1, 2, 3, 6, 9 or 12 months, as selected by
the Company; (2) amounts may be fixed in increments of $100,000.00 or multiples
thereof; (3) the maximum number of fixes in place at any one time shall be 10;
and (4) rates may only be fixed on a “Banking Day” (as hereinafter defined) on
3 Banking Days’ prior written notice. For purposes hereof: (a) “LIBOR” shall
mean the rate (rounded upward to the nearest sixteenth and adjusted for
reserves required on “Eurocurrency Liabilities” (as hereinafter defined) for
banks subject to “FRB Regulation D” (as herein defined) or required by any
other federal law or regulation) quoted by the British Bankers Association (the
“BBA”) at 11:00 a.m. London time 2 Banking Days before the commencement of the
Interest



 









 





Period for the offering of U.S. dollar deposits in the London
interbank market for the Interest Period designated by the Company; as
published by Bloomberg or another major information vendor listed on BBA’s
official website; (b) “Banking Day” shall mean a day on which CoBank is open
for business, dealings in U.S. dollar deposits are being carried
out in the London interbank market, and banks are open for business in New
York City and London, England; (c) “Interest Period” shall mean a period
commencing on the date this option is to take effect and ending on the
numerically corresponding day in the next calendar month as the case may be;
provided, however, that: (i) in the event such ending day is not a Banking
Day, such period shall be extended to the next Banking Day unless such next
Banking Day falls in the next calendar month, in which case it shall end on the
preceding Banking Day; and (ii) if there is no numerically corresponding day in
the month, then such period shall end on the last Banking Day in the relevant
month; (d) “Eurocurrency Liabilities” shall have meaning as set forth in “FRB
Regulation D”; and (e) “FRB Regulation D” shall mean Regulation D as
promulgated by the Board of Governors of the Federal Reserve System, 12 CFR
Part 204, as amended.



The Company shall select the applicable rate option at the time it requests a
loan hereunder and may, subject to the limitations set forth above, elect to
convert balances bearing interest at the variable rate option to one of the
fixed rate options. Upon the expiration of any fixed rate period, interest
shall automatically accrue at the variable rate option unless the amount fixed
is repaid or fixed for an additional period in accordance with the terms
hereof. Notwithstanding the foregoing, rates may not be fixed for periods
expiring after the maturity date of the loans. All elections provided for
herein shall be made electronically (if applicable), telephonically or in
writing and must be received by CoBank not later than 12:00 Noon Company’s
local time in order to be considered to have been received on that day;
provided, however, that in the case of LIBOR rate loans, all such elections
must be confirmed in writing upon CoBank’s request. 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 or on such other day in such month as CoBank
shall require in a written notice to the Company; provided, however, in the
event the Company elects to fix all or a portion of the indebtedness
outstanding under the LIBOR interest rate option above, at CoBank’s option upon
written notice to the Company, interest shall be payable at the maturity of the
Interest Period and if the LIBOR interest rate fix is for a period longer than
3 months, interest on that portion of the indebtedness outstanding shall be
payable quarterly in arrears on each three-month anniversary of the
commencement date of such Interest Period, and at maturity.



     SECTION 5. Promissory Note. The Company promises to repay the unpaid
principal balance of the loans on the last day of the term of the Commitment.
In addition to the above, the Company promises to pay interest on the unpaid
principal balance of the loans at the times and in accordance with the
provisions set forth in Section 4 hereof.



     SECTION 6. Loan Structuring Fee. In consideration of the Commitment, the
Company agrees to pay to CoBank on the execution hereof a fee in the amount of
$27,500.00.



     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

	 	CHS Inc.
	 
	 	 
	By:

	 	By:
	


	 	

	 
	 	 
	Title:

	 	Title: