exv10w3



 






EXHIBIT 10.3




Loan No. ML0988S01A




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”), and amends and
restates the Supplement dated January 22, 2004.



     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 21, 2004, 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”.



          (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 month 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.



     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. This note replaces and supersedes,
but does not constitute payment of the indebtedness evidenced by, the
promissory note set forth in the Supplement being amended and restated hereby.



     SECTION 6. Amendment Fee. In consideration of the amendment, 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: