exv10w3



 




EXHIBIT
10.3


EXECUTION VERSION




FOURTH AMENDMENT TO

PURCHASE AND SALE AGREEMENT



FOURTH AMENDMENT, dated as of September 4, 2007 (this “Amendment”), to that certain
Purchase and Sale Agreement dated as of December 18, 2001, as amended by a First Amendment to
Purchase and Sale Agreement dated as of March 31, 2004, by a Second Amendment to Purchase and
Sale Agreement dated as of October 22, 2004 and by a Third Amendment to Purchase and Sale
Agreement dated as of September 7, 2006 (as so amended, the “Purchase and Sale
Agreement”), by and among LAND O’LAKES, INC., a Minnesota cooperative corporation
(“LOL”), LAND O’LAKES PURINA FEED LLC, a Delaware limited liability company
(“Feed”), and PURINA MILLS, LLC, a Delaware limited liability company, as originators
(each an “Originator” and collectively, the “Originators”), Feed, as initial
Servicer, and LOL SPV, LLC, a Delaware limited liability company, as purchaser (the “SPV
Purchaser”).




W I T N E S S E T H:




     WHEREAS,
pursuant to the Purchase and Sale Agreement, each of the Originators has sold or
contributed, and will continue to sell or contribute, all of the Receivables and Related Rights that
it owns, and from time to time hereafter will own or that it will from time to time hereafter
originate in the ordinary course of each Originator’s respective businesses, to the SPV
Purchaser;



     WHEREAS, the SPV Purchaser has entered into a Second Amended and Restated Receivables
Purchase Agreement, dated as of September 7, 2006 (the “Existing Receivables Purchase
Agreement”), by and among the SPV Purchaser, as Seller, Feed, as initial Servicer, CoBank,
ACB, as Administrator, and any other Persons that may, from time to time, be party thereto as
Purchasers, pursuant to which, among other things, the SPV Purchaser may sell to the
Administrator, for the benefit of the Purchasers, undivided interests in the Receivables and
Related Rights;



     WHEREAS, the parties to the Existing Receivables Purchase Agreement desire to amend and
restate the Existing Receivables Purchase Agreement on the terms and conditions set forth in that
certain Third Amended and Restated Receivables Purchase Agreement, dated as of September 4, 2007
(the “Second Amended and Restated Receivables Purchase Agreement”), by and among the SPV
Purchaser, as Seller, LOL, as initial Servicer, CoBank, ACB, as Administrator, and any other
Persons that may, from time to time, be party thereto as Purchasers;



     WHEREAS, the amendment and restatement of the Existing Receivables Purchase Agreement also
requires certain conforming amendments to the Purchase and Sale Agreement;



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     WHEREAS, the parties to the Purchase and Sale Agreement wish to amend the Purchase and Sale
Agreement to add Winfield Solutions, LLC, a Delaware limited liability company
(“Winfield”) as an Originator; and



     WHEREAS, the parties to the Purchase and Sale Agreement desire to amend the Purchase and
Sale Agreement in the manner set forth herein;



     NOW, THEREFORE, the parties hereto hereby agree as follows:



     1. Defined Terms. Terms defined in the Purchase and Sale Agreement and used herein
shall have the meanings given to them in the Purchase and Sale Agreement (as the same may be
amended hereby).



     2. Acknowledgment of and Consent to Third Amended and Restated Receivables Purchase Agreement. Each of the parties hereto acknowledges and consents to
the amendment and restatement of the Existing Receivables Purchase Agreement on the terms and
conditions set forth in the Third Amended and Restated Receivables Purchase Agreement



     3. Amendment to Definition of “Receivables Purchase Agreement” under the Purchase and
Sale Agreement. Each of the parties hereto agrees that all
references to the “Receivables
Purchase Agreement” contained in the Purchase and Sale Agreement shall be deemed to be references
to the Third Amended and Restated Receivables Agreement (as the same may be amended, amended and
restated, supplemented or otherwise modified from time to time).



     4. Amendment to Purchase and Sale Agreement Regarding Winfield Solutions, LLC as Originator. Effective as of the Amendment Effective Date (as defined
below), Winfield shall be become a party to the Purchase and Sale Agreement, and by its signature
below Winfield hereby accepts and ratifies the Purchase and Sale Agreement and agrees to become a
party to and to be bound by all of the terms and conditions of the Purchase and Sale Agreement
and each of the other Transaction Documents to which each Originator is a party. Effective as of
the Amendment Effective Date, Winfield shall be an “Originator” under the Purchase and Sale
Agreement.



     5. Amendment
to Section 4.1(h) of the Purchase and Sale Agreement. Section 4.1(h) of the Purchase and Sale Agreement is hereby amended by deleting the
legend set forth therein and replacing it with the following legend:




THE RECEIVABLES DESCRIBED HEREIN HAVE BEEN SOLD OR CONTRIBUTED TO LOL SPV, LLC, PURSUANT
TO A PURCHASE AND SALE AGREEMENT, DATED AS OF DECEMBER 18, 2001, AS AMENDED FROM TIME TO
TIME, BY AND BETWEEN LOL SPV, LLC, LAND O’LAKES, INC., LAND O’LAKES PURINA FEED LLC,
PURINA MILLS, LLC AND WINFIELD SOLUTIONS, LLC; AN OWNERSHIP AND SECURITY INTEREST IN THE RECEIVABLES
DESCRIBED HEREIN HAS



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BEEN GRANTED AND ASSIGNED TO COBANK, ACB, AS ADMINISTRATOR, PURSUANT TO A THIRD AMENDED
AND RESTATED RECEIVABLES PURCHASE AGREEMENT DATED AS OF SEPTEMBER 4, 2007, AS AMENDED
FROM TIME TO TIME, BY AND AMONG LOL SPV, LLC (AS SELLER), LAND O’LAKES, INC. (AS INITIAL
SERVICER), COBANK, ACB, AND THE OTHER PURCHASERS FROM TIME TO TIME PARTY THERETO; AND
COBANK, ACB (AS ADMINISTRATOR);



     6. Amendment
to Appendix A to the Purchase and Sale Agreement. Appendix A to the Purchase and Sale Agreement is hereby amended by adding the following
definitions in appropriate alphabetical order:




“Originator(s)” means LOL, Feed, Purina, Winfield or any other Person which
is or at any time hereafter becomes a party to this Agreement, in its capacity as
an originator of Receivables.




“Winfield” means Winfield Solutions, LLC, a Delaware limited liability
company.



     7. Amendment
to Schedule 6.2 to the Purchase and Sale Agreement. Schedule 6.2 to the Purchase and Sale Agreement is hereby amended by deleting existing
Schedule 6.2 and replacing it in its entirety with Amendment Schedule A attached hereto.



     8. Amendment
to Schedule 9.2 to the Purchase and Sale Agreement. Schedule 9.2 to the Purchase and Sale Agreement is hereby amended by deleting existing
Schedule 9.2 and replacing it in its entirety with Amendment Schedule B attached hereto.



     9. Conditions to Effectiveness. This Amendment shall become effective on the date
(the “Amendment Effective Date”) on which the following conditions have been satisfied:




     (a) Each of the Originators shall have executed and delivered this Amendment to SPV
Purchaser, and the Administrator shall have received a copy of this Amendment executed by
each of the Originators and the SPV Purchaser.




     (b) The SPV Purchaser and the Administrator shall have received reasonably
satisfactory evidence that the Second Amended and Restated Receivables Purchase Agreement
has become effective.




     (c) SPV Purchaser shall have received each of the following (with copies to the
Administrator), on or before the Amendment Effective Date, each in form and substance (including the date thereof) reasonably satisfactory to the
SPV Purchaser and the Administrator:




     (i) A certificate of the Secretary of Winfield certifying (A) a copy of the
resolutions of its Board of Directors (or equivalent governing



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authority) approving this Agreement and the other Transaction Documents to be
delivered by it in connection herewith and the transactions contemplated hereby;
(B) the names and true signatures of the officers authorized on its behalf to
sign this Agreement and the other Transaction Documents to be delivered by it in
connection herewith (on which certificate the Administrator and the SPV Purchaser
may conclusively rely until such time as the Administrator shall receive from
Winfield a revised certificate meeting the requirements of this subsection
(c)(i)); (C) a copy of its by-laws, operating agreement or equivalent
organizational document(s); and (D) all documents evidencing other necessary
action and governmental approvals, if any, with respect to this Agreement and the
other Transaction Documents to which it is a party;




     (ii) Acknowledgment copies or time-stamped receipt copies, of the proper
financing statements (Form UCC-1), in the case of Winfield, or financing
statement amendments (Form UCC-3), in the case of each other Originator, filed on
or prior to the Amendment Effective Date, naming each Originator, as the debtor
and seller, and the SPV Purchaser as the secured party and purchaser and naming
the Administrator, for the benefit of the Purchasers under the Receivables
Purchase Agreement, as assignee of the SPV Purchaser of the Receivables and the
Related Rights of such Originator transferred hereunder, or other similar
instruments or documents, as may be necessary or, in Servicer’s or the
Administrator’s reasonable opinion, desirable under the UCC or any comparable law
of all appropriate jurisdictions to perfect the SPV Purchaser’s ownership
interest in all Receivables and Related Rights in which an ownership interest may
be assigned to it thereunder or hereunder;




     (iii) An SPV Purchaser Note in favor of Winfield, duly executed by the SPV
Purchaser;




     (iv) Favorable opinions of (A) Lindquist & Vennum PLLP, special counsel to
the Originators, as to true sale, non-substantive consolidation, perfection and
other matters and (B) internal counsel to Winfield as to corporate authority,
each in form and substance reasonably acceptable to the Administrator and its
counsel;




     (v) A certificate from an officer of Winfield to the effect that Winfield
has taken all steps necessary to ensure that there shall be placed on the
Receivables books and records of Winfield (including electronic tapes and data
processing reports) with the legend set forth in Section 4.1(h) of the
Purchase and Sale Agreement (or the substantive equivalent thereof);




     (vi) Good standing (and foreign qualification, as applicable)
certificates for Winfield issued by the Secretaries of State of the



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jurisdictions
of its incorporation or formation and its principal place of
business; and




     (vii) Such other agreements, instruments, UCC financing statements,
certificates, opinions and other documents as the SPV Purchaser or the
Administrator may reasonably request.




     (d) The SPV Purchaser shall be satisfied that the representations and warranties set
forth in Section 10 hereof are true and correct on and as of the Amendment
Effective Date.



     10. Representations and Warranties. To induce the SPV Purchaser to enter into this
Amendment, by its signature below, each of the Originators hereby represents and warrants to the
SPV Purchaser that:




     (a)
This Amendment has been duly executed and delivered by each of the Originators. The
execution and delivery by each of the Originators of this Amendment has been duly
authorized by proper proceedings, and this Amendment constitutes the legal, valid and
binding obligation of each of the Originators, enforceable against each Originator in
accordance with its terms.




     (b) The execution and delivery by each of the Originators of this Amendment and the
performance by each of the Originators of this Amendment and the Purchase and Sale
Agreement, as amended hereby, (i) are within the corporate or other legal authority of
such Person, (ii) have been duly authorized by all necessary corporate or other
proceedings and (iii) do not and will not conflict with or result in any breach or
contravention of any Applicable Law or any Contractual Obligation or operating agreement or
other governing document of each Originator.




     (c) After giving effect to this Amendment, each of the representations and
warranties of each of the Originators contained in Article V of the Purchase and
Sale Agreement or in any certificate or report delivered pursuant to
or in connection with
the Purchase and Sale Agreement was true in all respects as of the date as of which it was
made and is true in all respects on the date hereof (except to the extent that such
representations and warranties relate expressly to an earlier date).




     (d) After giving effect to this Amendment, no Unmatured Termination Event or
Termination Event has occurred and is continuing.




     (e) Each of the Originators’ obligations and liabilities to the SPV Purchaser and
the Administrator, as evidenced by or otherwise arising under the Purchase and Sale
Agreement or the Transaction Documents, are hereby ratified and confirmed in all
respects.



     11. Severability;
Headings. Any provision of this Amendment which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be



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ineffective to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such provision in any other jurisdiction. The
section and subjection headings used in this Amendment are for convenience of reference only and
are not to affect the construction hereof or to be taken into consideration in the interpretation
hereof.




     12. Continuing Effect of Other Documents. This Amendment shall not constitute an
amendment or waiver of any other provision of the Purchase and Sale Agreement not expressly
referred to herein and shall not be construed as a waiver or consent to any further or future
action on the part of any Originator that would require a waiver or consent of the SPV Purchaser
(with the consent of the Administrator). Except as expressly amended, modified and supplemented
hereby, the provisions of the Purchase and Sale Agreement are and shall remain in full force and
effect.



     13. GOVERNING
LAW. THIS AMENDMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF MINNESOTA (WITHOUT GIVING EFFECT TO
THE CONFLICT OF LAWS PRINCIPLES THEREOF).



     14. Miscellaneous. From and after the date hereof, each reference to the Purchase
and Sale Agreement in the Purchase and Sale Agreement and the other Transaction Documents shall
be deemed to be a reference to the Purchase and Sale Agreement as modified by this Amendment.
This Amendment may be executed in any number of counterparts, but all of such counterparts shall
together constitute but one and the same agreement. Delivery of an executed counterpart of a
signature page by facsimile transmission shall be effective as delivery of a manually executed
counterpart of this Amendment. In making proof of this Amendment, it shall not be necessary to
produce or account for more than one such counterpart.



[Signatures follow on next page.]







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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered by their proper and duly authorized officers as of the day and year first above written.




	 	 	 	 	 	 	 
	 	 	LAND O’LAKES, INC. as Originator and as  
	 	 	Servicer
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Daniel Knutson	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Daniel Knutson

Title: Sr. Vice President & CFO
	 
	 	 	 	 	 	 
	 	 	LAND O’LAKES PURINA FEED LLC, as
	 	 	Originator
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Daniel Knutson	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Daniel Knutson

Title: Sr. Vice President & CFO
	 
	 	 	 	 	 	 
	 	 	PURINA MILLS, LLC, as Originator
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Daniel Knutson	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Daniel Knutson

Title: Sr. Vice President & CFO
	 
	 	 	 	 	 	 
	 	 	WINFIELD SOLUTIONS, LLC, as Originator
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Peter S. Janzen	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Peter S. Janzen

Title: Secretary





[Signature Page to Fourth Amendment to Purchase and Sale Agreement]





 









 







	 	 	 	 	 	 	 
	 	 	LOL SPV, LLC, as SPV Purchaser  
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 /s/ Daniel Knutson	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Daniel Knutson

Title: Sr. Vice President & CFO





[Signature Page to Fourth Amendment to Purchase and Sale Agreement]





 









 







	 	 	 	 	 
	ACKNOWLEDGED AND CONSENTED TO:	 	 
	 
	 	 	 	 
	COBANK, ACB, as Administrator	 	 
	 
	 	 	 	 
	By:

	 	/s/ Michael Tousignant	 	 
	 

	 	 	 	 
	Name: Michael Tousignant

Title: VP	 	 






[Signature Page to Fourth Amendment to Purchase and Sale Agreement]




 









 








AMENDMENT SCHEDULE A




List of Lockbox Banks




	 	 	 	 	 
	Bank	 	Location	 	Account
	Wells Fargo & Company

	 	Minneapolis, MN
	 	2391446909
	Wells Fargo & Company

	 	Minneapolis, MN
	 	2391445901
	Wells Fargo & Company

	 	Minneapolis, MN
	 	2391454580
	Wells Fargo Bank, MN

	 	Minneapolis, MN
	 	4030012942
	Wells Fargo & Company

	 	Minneapolis, MN
	 	4121577514
	PNC Bank

	 	Pittsburgh, PA
	 	8550541334
	Bank of America

	 	Chicago, IL
	 	8188201691
	Bank of America

	 	Dallas, TX
	 	180389890
	Bank of America

	 	San Francisco, CA
	 	8666024262
	Bank of America

	 	Chicago, IL
	 	8666513747
	Bank of America

	 	Chicago, IL
	 	8666019657






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AMENDMENT SCHEDULE B




Addresses




A. LOL SPV, LLC





1080 County Road F West


Shoreview, MN 55126


Attention: Fernando Palacios


Telephone: 651-765-5508


Facsimile: 651-765-5509




With
a copy to:


Land O’Lakes, Inc.


4001 Lexington Ave. North


Arden Hills, MN 55112


Attention: Peter Simonse


Telephone: 651-481-2092


Facsimile: 651-481-2288



B. Land O’Lakes Purina Feed LLC





1080 County Road F West


Shoreview, MN 55126


Attention: Bill Pieper


Telephone: 651-765-5546


Facsimile: 651-765-5509




With
a copy to:

Land O’Lakes, Inc.


4001 Lexington Ave. North


Arden Hills, MN 55112


Attention: Peter Simonse


Telephone: 651-481-2092


Facsimile: 651-481-2288



C. Land O’Lakes, Inc.





4001 Lexington Ave. North


Arden Hills, MN 55112


Attention: Peter Simonse


Telephone: 651-481-2092


Facsimile: 651-481-2288



D. Winfield Solutions, LLC





1080 County Road F West


Shoreview, MN 55126


Attention: Peter Simonse


Telephone: 651-481-2092


Facsimile: 651-481-2288




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