exv10w1



 





FIRST AMENDMENT TO CREDIT AGREEMENT




Parties:



	 	 	 
	“CoBank”:

	 	CoBank, ACB

5500 South Quebec Street

Greenwood Village, Colorado 80111

	 
	“Borrower”:

	 	CHS Inc.

5500 Cenex Drive

Inver Grove Heights, Minnesota 55077
	 
	“Syndication Parties”:

	 	Whose signatures appear below







	 	 	 
	Execution Date:

	 	As of May 20, 2004







Recitals:



     A. CoBank (in its capacity as the Administrative Agent (“Agent”) and as a
Syndication Party) , the Syndication Parties identified on Schedule 1 thereto,
and Borrower entered into that certain Credit Agreement (Revolving Loan) dated
as of May 21, 2003 (as amended, modified, or supplemented from time to time,
the “Credit Agreement”) pursuant to which CoBank and such Syndication Parties
have extended certain credit facilities to Borrower under the terms and
conditions set forth in the Credit Agreement.



     B. Borrower has requested that the Agent and the Syndication Parties
extend the 364-Day Maturity Date and the 3-Year Maturity Date and increase the
364-Day Commitment and the 3-Year Commitment, which the Agent and the
Syndication Parties are willing to do under the terms and conditions as set
forth in this First Amendment to Credit Agreement (“First Amendment”).



     C. CoBank, as Administrative Agent, gave written notification (“Renewal
Notice”) (i) to those Syndication Parties that had an Individual 364-Day
Commitment seeking a renewal of their respective Individual 364-Day
Commitments; and (ii) to all Syndication Parties seeking their consent to (A)
an extension of the 364-Day Maturity Date, (B) an extension of the 3-Year
Maturity Date, and (C) the other amendments to the Credit Agreement set forth
in this First Amendment, in each case pursuant to the provisions of Section
16.10 of the Credit Agreement.



     D. The Syndication Parties that had Individual Commitments have provided
the Administrative Agent with written notice of their agreement to continue to
maintain Individual 364-Day Commitments and to extend their Individual 3-Year
Commitments, and one or more institutions, which were not Syndication Parties
prior to the date hereof, have agreed to become Syndication Parties as
indicated on Schedule A hereto and by their execution of this Amendment
Agreement and their execution of a Syndication Adoption Agreement.



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Agreement:




     Now, therefore, in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto hereby agree as
follows:



     1. Amendments to Credit Agreement. The Credit Agreement is amended as of
the Effective Date as follows:




     1.1 The following Sections of Article 1 are hereby amended in their
entirety to read as follows:




     1.160
364-Day Commitment: shall be $750,000,000, subject
to reduction as provided in Section 2.8 hereof.




  
   1.167 364-Day Maturity Date: May 19, 2005.




  
   1.173 3-Year Commitment: shall be $150,000,000, subject
to reduction as provided in Section 3.8 hereof.




   
  1.180 3-Year Maturity Date: May [21], 2007.




  
   1.2 The following new Sections are added to Article 1, reading as follows:




   
  1.184 Borrower Indemnification Payment: shall have the
meaning set forth in Section 4.12.




   
  1.185 CCC: shall have the meaning set forth in Section 4.12.




   
  1.186 CCC Guarantee: shall have the meaning set forth in
Section 4.12.




   
  1.187 Confirmation Amount: shall have the meaning set forth
in Section 4.12.




   
  1.188 Confirmation Request: shall have the meaning set forth
in Section 4.12.




   
  1.189 Export Grain Transaction: means a transaction whereby
Borrower has agreed to sell grain to a purchaser (“Importer”)
located in a country other than the United States under
circumstances whereby the transaction will be eligible for
issuance of a Credit Guarantee Assurance by the U.S. Commodity
Credit Corporation under the United States Export Credit Guarantee
Programs GSM-102 or GSM—103.




   
  1.190 Importer: shall have the meaning set forth in Section
1.189.



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  1.191 Importer LC: shall have the meaning set forth in
Section 4.12.




   
  1.192 Indemnification Date: shall have the meaning set forth
in Section 4.12.




   
  1.193 LC Confirmation: shall have the meaning set forth in
Section 4.12.




   
  1.194 LC Confirmation Commitment: means $3,000,000.




   
  1.3 A new Section 4.12 is added reading as follows:



     4.12
LC Confirmation Indemnification. In connection with any
Export Grain Transaction, Borrower may, subject to the terms and
conditions of this Section, at any time before 2:30 P.M. (Central
time) on a Banking Day, request CoBank (acting in its individual
capacity and not as Administrative Agent or Syndication Party) to
confirm (“LC Confirmation”) the letter of credit issued by the
applicable Importer’s bank (“Importer LC”), in accordance with the
provisions of this Section. Borrower’s request for an LC
Confirmation (“Confirmation Request”) may be made orally or in
writing by facsimile (if orally, shall be confirmed in writing on
the same Banking Day), must be directed to CoBank, with a copy to
the Administrative Agent, and must (a) identify (i) the Export
Grain Transaction, (ii) the Importer LC (and, if available, attach
a copy of the Importer LC), and (iii) the issuer of the Importer
LC, in each case for which the LC Confirmation is being requested;
(b) specify the dollar amount to be covered by the LC Confirmation
(“Confirmation Amount”), and (c) be accompanied by a written
confirmation from the U.S. Department of Agriculture that (i) the
Export Grain Transaction has been registered with the Commodity
Credit Corporation (“CCC”) and the guarantee fee has been
submitted to the CCC. In the event CoBank has not received the
Credit Guarantee Assurance letter issued by the CCC (“CCC
Guarantee”) and an assignment thereof to CoBank, on or before the
thirtieth (30th) day following the date of CoBank’s issuance of
the LC Confirmation (“Indemnification Date”), Borrower shall
promptly, but no later than 3:30 P.M. on the Banking Day following
the Indemnification Date, reimburse CoBank in full for the
Confirmation Amount plus any additional costs or fees incurred by
CoBank in connection therewith (“Borrower Indemnification
Payment”). Such reimbursement may, at Borrower’s discretion, but
subject to the conditions of this Credit Agreement, be made by an
Advance under the 3-Year Facility. In the event the CCC
Guarantee, and written assignment thereof from Borrower to CoBank,
with respect to a specific LC Confirmation is received by CoBank
on or before the Indemnification Date, Borrower shall have no
further obligations regarding such LC Confirmation. LC
Confirmations shall be made only by CoBank and CoBank shall be
entitled to retain for



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its account the full amount of any fees charged to Borrower
for the issuance an any LC Confirmation. Borrower’s entitlement
to receive, and the CoBank’s obligation to issue, any LC
Confirmation shall be subject to the conditions and limitations
set forth in Section 3.1 hereof and applicable to 3-Year Advances
generally, and, in addition, the aggregate amount of all
outstanding LC Confirmations shall not at any time exceed the LC
Confirmation Commitment. Until such time as a CCC Guarantee is
issued, or Borrower makes the required Borrower Indemnification
Payment with respect to a specific LC Confirmation, the
Confirmation Amount of such LC Confirmation shall be included in
CoBank’s Individual Outstanding 3-Year Obligations. LC
Confirmations are not Letters of Credit for the purposes of this
Agreement.




     1.4 Clause (e) of Section 13.1 is hereby amended so that the entire
Section 13.1 reads as follows:




   
  13.1 Borrowing. Borrower shall not (nor shall it permit any
of its Restricted Subsidiaries to) create, incur, assume or permit
to exist, directly or indirectly, any Debt, except for: (a) Debt
of Borrower arising under this Credit Agreement and the other Loan
Documents; (b) trade payables arising in the ordinary course of
business; (c) Capital Leases in existence from time to time; (d)
current operating liabilities (other than for borrowed money)
incurred in the ordinary course of business; (e) unsecured Debt
arising under uncommitted lines of credit; provided that the
maximum principal amount that may be outstanding at any one time
shall not exceed $100,000,000; (f) Debt in existence on the
date hereof as set forth in Exhibit 13.1 attached hereto; (g)
unsecured long-term Debt; (h) Debt of Borrower incurred pursuant
to the Term Loan Credit Agreement; (i) documentary and standby
letters of credit issued at the request of Borrower or any
Restricted Subsidiary by a financial institution other than the
Letter of Credit Bank or a Syndication Party, provided the
aggregate principal amount outstanding under such letters of
credit together with the undrawn face amount under all of the
Letters of Credit does not exceed $75,000,000, and provided
further that the aggregate principal amount outstanding under such
letters of credit together with all 3-Year Advances, the undrawn
face amount of all the Letters of Credit and unreimbursed
obligations with respect to payments made under all the Letters of
Credit shall not exceed the 3-Year Commitment; and (j) such other
Debt agreed upon in writing between Borrower and the Syndication
Parties.




     1.5 Subsection 16.10.1(a) is amended to read as follows:




     (a) Amending the definition of Required Lenders as set forth
herein or amending Subsections 16.10.1 or 16.10.2; or





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     1.6 Schedule 1 to the Credit Agreement is replaced in its entirety by
Schedule 1 hereto, and each of the Syndication Parties acknowledges and agrees
that it is obligated to provide the Individual 364-Day Commitment and the
Individual 3-Year Commitment shown by its name on Schedule 1, subject to
reduction in accordance with Sections 2.8 and 3.8, respectively.



     2. Conditions to Effectiveness of this First Amendment. The effectiveness
of this First Amendment is subject to satisfaction, in the Administrative
Agent’s sole discretion, of each of the following conditions precedent (the
date on which all such conditions precedent are so satisfied shall be the
"Effective Date”):




     2.1 Representations and Warranties. The representations and warranties of
Borrower in the Credit Agreement shall be true and correct in all material
respects on and as of the Effective Date as though made on and as of such date.




     2.2 No Event of Default. No Event of Default shall have occurred and be
continuing under the Credit Agreement as of the Effective Date of this First
Amendment.




     2.3 Execution of Documents. The Administrative Agent shall have received
(a) this First Amendment executed by the Administrative Agent, Borrower, and
each Syndication Party; (b) Syndication Adoption Agreements executed by each of
the new Syndication Parties; and (c) such new or replacement 364-Day Facility
Notes and such new or replacement 3-Year Facility Notes, executed by Borrower,
as the Administrative Agent shall require to reflect the increase in the
Aggregate 364-Day Commitment and in the Aggregate 3-Year Commitment and any
transfers by or among the Syndication Parties.




     2.4 Corporate Resolution; Legal Opinion. The Administrative Agent shall
have received (a) a certificate of Borrower’s corporate secretary certifying as
to resolutions of Borrower’s board of directors authorizing the execution of
this First Amendment and the transactions described herein; and (b) an opinion
of Borrower’s legal counsel as to Borrower’s due authorization of this First
Amendment and such other matters as the Administrative Agent may reasonably
require.




     2.5 Payment of Fees and Expenses. Borrower shall have paid the
Administrative Agent, by wire transfer of immediately available federal funds
(a) all fees presently due under the Credit Agreement; (b) all expenses owing
as of the Effective Date pursuant to Section 17.1 of the Credit Agreement; and
(c) the fees as set forth in the Fee Letter dated March 3, 2004 by and between
the Administrative Agent and Borrower.



     3. General Provisions.




     3.1 No Other Modifications. The Credit Agreement, as expressly modified
herein, shall continue in full force and effect and be binding upon the parties
thereto.



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     3.2 Successors and Assigns. This First Amendment shall be binding upon
and inure to the benefit of Borrower, Agent, and the Syndication Parties, and
their respective successors and assigns, except that Borrower may not assign or
transfer its rights or obligations hereunder.




     3.3 Definitions. Capitalized terms used, but not defined, in this First
Amendment shall have the meaning set forth in the Credit Agreement.




     3.4 Severability. Should any provision of this First Amendment be deemed
unlawful or unenforceable, said provision shall be deemed several and apart
from all other provisions of this First Amendment and all remaining provision
of this First Amendment shall be fully enforceable.




     3.5 Governing Law. To the extent not governed by federal law, this First
Amendment and the rights and obligations of the parties hereto shall be
governed by, interpreted and enforced in accordance with the laws of the State
of Colorado.




     3.6 Headings. The captions or headings in this First Amendment are for
convenience only and in no way define, limit or describe the scope or intent of
any provision of this First Amendment.




     3.7 Counterparts. This First Amendment may be executed by the parties
hereto in separate counterparts, each of which, when so executed and delivered,
shall be an original, but all such counterparts shall together constitute one
and the same instrument. Each counterpart may consist of a number of copies
hereof, each signed by less than all, but together signed by all, of the
parties hereto. Copies of documents or signature pages bearing original
signatures, and executed documents or signature pages delivered by a party by
telefax, facsimile, or e-mail transmission of an Adobe® file format document
(also known as a PDF file) shall, in each such instance, be deemed to be, and
shall constitute and be treated as, an original signed document or counterpart,
as applicable. Any party delivering an executed counterpart of this First
Amendment by telefax, facsimile, or e-mail transmission of an Adobe® file
format document also shall deliver an original executed counterpart of this
First Amendment, but the failure to deliver an original executed counterpart
shall not affect the validity, enforceability, and binding effect of this First
Amendment.




     3.8 Release. BORROWER HEREBY RELEASES, WAIVES AND FOREVER DISCHARGES
ADMINISTRATIVE AGENT AND EACH SYNDICATION PARTY AND EACH OF THEIR RESPECTIVE
SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ALL KNOWN AND
UNKNOWN, ABSOLUTE AND CONTINGENT, CLAIMS, DEFENSES, SETOFFS, COUNTERCLAIMS,
CAUSES OF ACTION, ACTIONS, SUITS OR OTHER LEGAL PROCEEDINGS OF ANY KIND
EXISTING OR ACCRUED AS OF THE DATE OF THIS FIRST AMENDMENT IN FAVOR OF
BORROWER.



[Signatures to follow on next page.]



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     IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to
be executed as of the Effective Date.


	 	 	 	 	 	 	 
	 	ADMINISTRATIVE AGENT: 	 	CoBank, ACB

 	 
	 	 	 	By:  	 	 
	 	 	 	 	Name:  	 	 
	 	 	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 	 	 
	 	BORROWER:  	 	CHS Inc.

 	 
	 	 	 	By:  	 	 
	 	 	 	 	Name:  	 	 
	 	 	 	 	Title:  	 	 
	 



	 	 	 	 	 	 	 
	 	SYNDICATION PARTIES:  	 	CoBank, ACB

 	 
	 	 	 	By:  	 	 
	 	 	 	 	Name:  	 	 
	 	 	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 	 	 
	 	 	 	SunTrust Bank

 	 
	 	 	 	By:  	 	 
	 	 	 	 	Name:  	 	 
	 	 	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 	 	 
	 	 	 	Cooperatieve Centrale

Raiffeisen-Boerenleenbank B.A., “Rabobank

International” New York Branch

 	 
	 	 	 	By:  	 	 
	 	 	 	 	Name:  	 	 
	 	 	 	 	Title:  	 	 
	 



	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	By:  	
 	 
	 	 	 	 	Name:  	 	 
	 	 	 	 	Title:  	 	 




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	 	Harris Trust and Savings Bank

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	Wells Fargo Bank, National Association

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	BNP Paribas

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	Deere Credit, Inc.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	Bank of America, N.A.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	The Bank of Tokyo-Mitsubishi, Ltd., 

Chicago Branch

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	Vice President 	 



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	 	Fortis Capital Corp.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	The Bank of Nova Scotia

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	U.S. Bank National Association

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	Natexis Banques Populaires

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	AgFirst Farm Credit Bank

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	Calyon New York Branch (formerly known as

Credit Agricole Indosuez)

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	Vice President 	 



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	 	National City Bank of Indiana

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	M&I Marshall & Ilsley Bank

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	UFJ Bank Limited

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	Vice President 	 
	 




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