exv10w2



 



EXHIBIT
10.2



EXECUTION COPY





     SECOND AMENDMENT dated as of September 4, 2007 (this
“Amendment”), to the Amended and Restated Five-Year Revolving
Credit Agreement dated as of October 11, 2001, as amended and restated as of
August 29, 2006, as amended by the First Amendment dated as of February 20,
2007 (the “Credit Agreement”), among LAND O’LAKES, INC., a
cooperative corporation organized under the laws of the State of Minnesota
(the “Borrower”), the several banks and other financial institution
from time to time party thereto (the “Lenders”), and
JPMORGAN CHASE BANK,
N.A., as administrative agent (in such capacity, the “Administrative
Agent”).



          A. Capitalized terms used but not defined herein shall have the meanings assigned to such
terms in the Credit Agreement, as amended hereby.




          B.
the Borrower has notified the Administrative Agent that Agriliance, LLC
(“Agriliance”), A Delaware limited liability company and a joint venture between the
Borrower and CHS Inc., will distribute (the “ Agriliance Asset Distribution”) all the
assets constituting its crop protection products business to Winfield Solutions, LLC, a
Delaware limited liability company and a Wholly Owned Subsidiary of the Borrower.




          C. The Borrower has requested that certain provisions of the Credit Agreement be amended
in order to, among other things, permit the Borrower to increase the capacity of its
Securitization Vehicle to $300,000,000 in order to fund incremental working capital needs
related to the Agriliance Asset Distribution.




          D. The Required Lenders are willing to effect such amendments on the terms and subject to
the conditions of this Amendment.




          E. Accordingly, in consideration of the mutual agreements herein contained and other good
and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the
parties hereto agree as follows:




          SECTION 1. Amendment of the Credit Agreement. Effective as of the Amendment
Effective Date (as defined below):




          (a) Section 1.01 of the Credit Agreement is amended by:




          (i) inserting the following definitions in the appropriate alphabetical order:





     “Agriliance” means Agriliance LLC, a Delaware limited liability
company, of which 50% of the equity interest are owned by the Borrower.




     “Agriliance Asset Distribution” means the distribution by Agriliance to
Newco of all the assets constituting its crop protection products business.




     “Newco” means Winfield Solutions, LLC, a Delaware limited liability
company and a Wholly Owned Subsidiary of the Borrower.



 









 





			
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          (b) Section 6.01(a) of the Credit Agreement is amended by replacing each reference to
“$250,000,000” in clause (ix) thereof with a reference to “$300,000,000”.




          (c) Section 6.05(e) of the Credit Agreement is amended by replacing the reference to
“$250,000,000” with a reference to “$300,000,000”.




          (d) Section 6.08(b)(iv) of the Credit Agreement is amended by (i) deleting clause (C) in the
proviso in its entirety and (ii) redesignating the existing clause (D) in the proviso as clause
(C).




          SECTION 2. Representations and Warranties. To induce the other parties hereto to
enter into this Amendment, the Borrower represents and warrants to each of the Lenders, the
Administrative Agent and the Collateral Agent that, as of the Amendment Effective Date:




          (a ) This Amendment has been duly authorized, executed and delivered by it and this
Amendment and the Credit Agreement, as amended hereby, constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms except as such enforceability may
be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting
creditors’ rights generally and by general principles of equity (regardless of whether such
enforceability is considered in a proceeding at law or in equity).




          (b) The representations and warranties set forth in Article III of the Credit Agreement are,
after giving effect to this Amendment, true and correct in all material respects on and as of the
Amendment Effective Date with the same effect as though made on and as of the Amendment Effective
Date, except to the extent such representations and warranties expressly relate to an earlier
date (in which case they were true and correct in all material respects as of such earlier date).




          (c) No Default or Event of Default has occurred and is continuing.




          (d) The Collateral and Guarantee Requirement shall be satisfied.




          SECTION 3. Effectiveness. This Amendment and the amendment of the Credit Agreement
effected hereby shall become effective as of the first date (the “Amendment Effective
Date”) on which the following conditions have been satisfied:




          (a) The Administrative Agent (or its counsel) shall have received duly executed
counterparts hereof that, when taken together, bear the signatures of (i) the Administrative
Agent, (ii) the Borrower and (iii) the Required Lenders.




          (b) The Administrative Agent shall have received a certificate of a Financial Officer
to the effect that the representations and warranties set forth in Section 2 hereof are
true and correct on and as of the Amendment Effective Date.




          (c) The Collateral and Guarantee Requirement shall have been satisfied.




 









 








			
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          (d) The Administrative Agent shall have received such documents and certificates as the
Administrative Agent or its counsel may reasonably request relating to the authorization of this
Amendment and the transactions contemplated hereby and any other legal matters relating to the
Loan Parties, this Amendment, and the transactions contemplated hereby, all in form and
substance reasonably satisfactory to the Administrative Agent.




          (e) The Administrative Agent shall have received all fees and other amounts due from any
Loan Party hereunder or under the Credit Agreement or any other Loan Document on or prior to the
Amendment Effective Date and, to the extent invoice on or prior to the Amendment Effective Date,
reimbursement or payment of all out-of-pocket expenses (including fees, charges and
disbursements of counsel) required to be reimbursed or paid by any Loan Party hereunder or under
the Credit Agreement or any other Loan Document.




The Administrative Agent shall notify the Borrower and the Lenders of the Amendment Effective
Date, and such notice shall be conclusive and binding.




          SECTION 4. Effect of Amendment. (a) Except as expressly set forth herein, this
Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or
otherwise affect the rights and remedies of the Lenders, the Administrative Agent or the
Collateral Agent under the Credit Agreement or any other Loan Document, and shall not alter,
modify, amend or in any way affect any of the terms, conditions, obligations, covenants or
agreements contained in the Credit Agreement or any other provision of the Credit Agreement or
of any other Loan Document, all of which are ratified and affirmed in all respects and shall
continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower to a
consent to, or a waiver, amendment, modification or other change of, any of the terms,
conditions, obligations, covenants or agreements contained in the Credit Agreement or any other
Loan Document in similar or different circumstances.




          (b) On and after the Amendment Effective Date, each reference in the Credit Agreement to
“this Agreement”, “hereunder”, “hereof, “herein”, or words of like import, and each reference to
the Credit Agreement in any Loan Document shall be deemed a reference to the Credit Agreement as
amended hereby. This Amendment shall constitute a “Loan Document” for all purposes of the Credit
Agreement and the other Loan Documents.




          SECTION
5. Costs and Expenses. The Borrower agrees to reimburse the Administrative
Agent for its reasonable out-of-pocket expenses in connection with this Amendment,
including the reasonable fees, charges and disbursements of counsel
for the Administrative Agent.




          SECTION 6. Indemnity. It is agreed that for all purposes of Section 9.03(b) of
the Credit Agreement, the execution, delivery and performance of this Amendment and the
other transactions contemplated hereby shall all be deemed to be transactions
contemplated by the Credit Agreement.




 









 








			
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          SECTION 7. Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed an original, but all such counterparts together shall
constitute but one and the same instrument. Delivery of any executed counterpart of a signature
page of this Amendment by facsimile or other electronic transmission shall be as effective as
delivery of a manually executed counterpart hereof.




          SECTION 8. Applicable Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAW OF THE STATE OF NEW YORK.




          SECTION 9. Headings. The headings of this Amendment are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof.




 









 








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




	 	 	 	 	 	 	 
	 	 	LAND O’LAKES, INC.,
	 
	 	 	 	 	 	 
	 

	 	 	 	By
	 	/s/ Daniel Knutson
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Name: Daniel Knutson

Title: Senior Vice President & CFO






	 	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A.,

individually, as Administrative Agent, and

as Collateral Agent,
	 
	 	 	 	 	 	 
	 

	 	 	 	By
	 	/s/ Barbara R. Marks
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Name: BARBARA R. MARKS
	 

	 	 	 	 	 	Title: VICE PRESIDENT






 









 






Lender Signature Page to

the Second Amendment

to the Land O’Lakes Credit Agreement



Name of Institution:




	 	 	 
	AgFirst Farm Credit Bank

	 	 
	 

as a Lender,

	 	 






	 	 	 	 	 
	by

	 	/s/ Steven J. O’Shea
	 	 
	 

	 	 	 	 
	 

	 	Name: Steven J. O’Shea

Title: Vice President	 	 





For any Lender requiring a second signature line:




	 	 	 	 	 	 	 
	by
	 	 	 	 	 	 
	 

	 	Name:

Title:
	 	 

	 	 






 









 






Lender Signature Page to

the Second Amendment

to the Land O’Lakes Credit Agreement



Name of Institution:



BMO Capital Markets Financing, Inc.

as a Lender,




	 	 	 	 	 
	By

	 	/s/ Tara Cuprisin
	 	 
	 

	 	 	 	 
	Name: Tara Cuprisin
	 	 
	Title: Vice President	 	 






 









 






Lender Signature Page to

the Second Amendment

to the Land O’Lakes Credit Agreement



Name of Institution:





	 	 	 
	CoBank ACB

	 	 
	 

as a Lender,

	 	 






	 	 	 	 	 
	by  
	 		 	 
	 

	 	 	 	 
	 

	 	Name: 

Title:
	 	 






	 	 	 	 	 
	For any Lender requiring a second signature line:
	 
	 	 	 	 
	by
	 	 	 	 
	 

	 	 

Name:

Title:
	 	 






 









 






Lender Signature Page to

the Second Amendment

to the Land O’Lakes Credit Agreement




     Name of Institution:


COÖPERATIEVE
CENTRALE RAIFFEISEN-BOERENLEENBANK

B.A., “RABOBANK NEDERLAND” NEW YORK BRANCH




     as
a Lender,



	 	 	 	 	 	 	 
	 

	 	by
	 	/s/ Brett Delfino
	 	 
	 

	 	 	 	 

Name: Brett Delfino

Title: Executive Director
	 	 






	 	 	 	 	 	 	 	 	 
	 	 	For any Lender requiring a second signature line:
	 
	 	 	 	 	 	 	 	 
	 

	 	by
	 	/s/ Michael L. Laurie	 	 	 	 
	 

	 	 	 	 

Name: Michael L. Laurie

Title: Executive Director
	 	 	 	 






 









 






Lender Signature Page to

the Second Amendment

to the Land O’Lakes Credit Agreement



Name of Institution:




	 	 	 
	Deere Credit, Inc.
	 	 
	 

as a Lender,


	 	 






	 	 	 	 	 
	by

	 	/s/ Michael P. Kuehn	 	 
	 

	 	 

Name: Michael P. Kuehn
	 	 
	 

	 	Title: Manager, AFS Johnston Credit Operations	 	 






	 	 	 	 	 
	For any Lender requiring a second signature line:
	 
	 	 	 	 
	by
	 	 	 	 
	 

	 	 

Name:

Title:
	 	 






 









 






Lender Signature Page to

the Second Amendment

to the Land O’Lakes Credit Agreement



Name of Institution:





	 	 	 
	General
Electric Capital Corporation
	 	 
	 

as a Lender,

	 	 






	 	 	 	 	 
	by

	 	/s/ Dwayne L. Coker	 	 
	 

	 	 

Name: Dwayne L. Coker

Title: Duly Authorized Signatory
	 	 






	 	 	 	 	 
	For any Lender requiring a second signature line:
	 
	 	 	 	 
	by
	 	 	 	 
	 

	 	 

Name:

Title:
	 	 






 









 






Lender Signature Page to

the Second Amendment

to the Land O’Lakes Credit Agreement



Name of Institution:



GreenStone Farm Credit Services, ACA/FLCA

as a Lender,




	 	 	 	 	 
	by

	 	/s/ Alfred S. Compton, Jr.	 	 
	 

	 	 

Name: Alfred S. Compton, Jr.

Title: VP/Managing Director
	 	 






	 	 	 	 	 
	For any Lender requiring a second signature line:
	 
	 	 	 	 
	by
	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:

Title:	 	 






 









 






Lender Signature Page to

the Second Amendment

to the Land O’Lakes Credit Agreement



Name of Institution:




	 	 	 
	LaSalle Bank
	 	 
	 

as a Lender,

	 	 






	 	 	 	 	 
	by

	 	/s/ Jeffrey Wall	 	 
	 

	 	 

Name: Jeffrey Wall

Title: FUP
	 	 






	 	 	 	 	 
	For any Lender requiring a second signature
line:
	 
	 	 	 	 
	by
	 	 	 	 
	 

	 	 

Name:

Title:
	 	 






 









 






Lender Signature Page to

the Second Amendment

to the Land O’Lakes Credit Agreement



Name of Institution:




	 	 	 
	Sovereign Bank
	 	 
	 

as a Lender,

	 	 






	 	 	 	 	 
	by

	 	/s/ Angela Pego	 	 
	 

	 	 

Name: Angela Pego

Title: Vice President
	 	 






	 	 	 	 	 
	For any Lender requiring a second signature line:
	 
	 	 	 	 
	by
	 	 	 	 
	 

	 	 

Name:

Title:
	 	 






 









 






Lender Signature Page to

the Second Amendment

to the Land O’Lakes Credit Agreement



Name of Institution:



WELLS FARGO BANK, NATIONAL ASSOCIATION

as a Lender,




	 	 	 	 	 
	by

	 	/s/ Allison S. Gelfman
	 	 
	 

	 	 

Name: Allison S. Gelfman

Title: Vice President

          Wells Fargo Bank, National Association
	 	 






	 	 	 	 	 
	For any Lender requiring a second signature line:
	 
	 	 	 	 
	by
	 	 	 	 
	 

	 	 

Name:

Title: