EX-10.2






CONFORMED COPY




(Operation Number 41819)




 

 

 

 

 

 

 

 

REVOLVING LOAN AGREEMENT

 

 

between

 

 

CHS INC.

 

and

 

 

EUROPEAN BANK

FOR RECONSTRUCTION AND DEVELOPMENT

 

 

 

 

 

 

 

 

 

 

 




Dated 30 November, 2010




TABLE OF CONTENTS




	 	 	 
	ARTICLE I — DEFINITIONS

	Section 1.01.

Section 1.02.

	 	Definitions

Interpretation






	 	 	 
	ARTICLE II — REPRESENTATIONS AND WARRANTIES

	Section 2.01.

Section 2.02.

Section 2.03.

Section 2.04.

ARTICLE III — LOAN

Section 3.01.

Section 3.02.

Section 3.03.

Section 3.04.

Section 3.05.

Section 3.06.

Section 3.07.

Section 3.08.

Section 3.09.

Section 3.10.

Section 3.11.

Section 3.12.

Section 3.13.

Section 3.14.

Section 3.15.

Section 3.16.

Section 3.17.

	 	Representations Regarding the Core Business

Representations Regarding the Borrower

Representations Regarding the Agreements

Acknowledgement and Repetition



Amount and Currency

Disbursements

Suspension and Cancellation

Charges, Commissions and Fees

Interest

Default Interest

Market Disruption

Repayment

Prepayment

Payments

Insufficient Payments

Taxes

Unwinding Costs

Increased Costs

Illegality

Mitigation

Loan Account






	 	 	 
	ARTICLE IV — CONDITIONS PRECEDENT

	Section 4.01.

Section 4.02.

	 	First Disbursement

All Disbursements






	 	 	 
	ARTICLE V — AFFIRMATIVE COVENANTS

	Section 5.01.

Section 5.02.

Section 5.03.

Section 5.04.

Section 5.05.

Section 5.06.

Section 5.07.

Section 5.08.

Section 5.09.

Section 5.10.

Section 5.11.

Section 5.12.

Section 5.13.

	 	Project Implementation

Maintenance and Continuity of Business

Environmental and Social Compliance

Insurance

Accounting

Continuing Governmental and Other Authorisations

Working capital

Compliance with Other Obligations

Taxes

Financial Ratios

Further Documents

Costs and Expenses

Furnishing of Information






	 	 	 
	ARTICLE VI — NEGATIVE COVENANTS

	Section 6.01.

Section 6.02.

Section 6.03.

Section 6.04.

	 	Transactions with Related Parties

Changes in Business, Capital and Charter

Sale of Assets; Merger

Fraud and Corruption






	 	 	 
	ARTICLE VII — EVENTS OF DEFAULT

	Section 7.01.

Section 7.02.

	 	Events of Default

Consequences of Default






	 	 	 	 	 
	ARTICLE VIII — MISCELLANEOUS
	 	 
	Section 8.01.Term of Agreement
	 	 
	Section 8.02.Entire Agreement; Amendment and Waiver

	Section 8.03.Notices

	 	

	 	

	Section 8.04.English Language
	 	 
	Section 8.05.Financial Calculations
	 	 
	Section 8.06.Rights, Remedies and Waivers
	 	 
	Section 8.07.Indemnification
	 	 
	Section 8.08.Governing Law
	 	 
	Section 8.09.Arbitration and Jurisdiction
	 	 
	Section 8.10.Privileges and Immunities of EBRD

	Section 8.11.Waiver of Sovereign Immunity
	 	 
	Section 8.12.Successors and Assigns; Third Party Rights

	Section 8.13.Disclosure
	 	 
	Section 8.14.Counterparts
	 	 
	SCHEDULES

SCHEDULE 1 -

SCHEDULE 2 -

EXHIBITS

EXHIBIT A

EXHIBIT B

EXHIBIT C

EXHIBIT D

EXHIBIT E

	 	



-

-

-

-

-
	 	

DEFINITIONS AND GUIDELINES FOR

PRIVATE SECTOR OPERATIONS (FRAUD

AND CORRUPTION)

LIST OF SUBSIDIARIES



FORM OF DISBURSEMENT APPLICATION

FORM OF CERTIFICATE OF INCUMBENCY

AND AUTHORITY

FORM OF SUPPLEMENTARY NOTICE

FORM OF REPORTING TEMPLATE RELATING

TO THE COMPLIANCE OF THE BORROWER

WITH ENVIRONMENTAL AND SOCIAL LAWS

FORM OF COMPLIANCE CERTIFICATE






REVOLVING LOAN AGREEMENT




LOAN AGREEMENT (this “Agreement”) dated 30 November, 2010 between CHS Inc., a cooperative
corporation organised and existing under the laws of the State of Minnesota, the United States of
America (the “Borrower”), and the EUROPEAN BANK FOR RECONSTRUCTION AND DEVELOPMENT, an
international organisation formed by treaty (“EBRD”).



ARTICLE I — DEFINITIONS





	 	 	Section 1.01. Definitions





Wherever used in this Agreement (including the Exhibits and any Schedules), unless the context
otherwise requires, the following terms have the following meanings:



	 	 	 
	“Adjusted Consolidated
	 	


	Funded Debt”
	 	means all Consolidated Funded Debt of the

Borrower and its Consolidated Subsidiaries, plus

the net present value of Operating Leases of the

Borrower and its Consolidated Subsidiaries as

discounted by a rate of 8.0% per annum.

	  
	 	


	“Adjusted Consolidated
	 	


	Equity”
	 	means the amount of equity accounts plus (or

minus in the case of a deficit) the amount of

surplus and retained earnings accounts of the

Borrower and its Consolidated Subsidiaries and

non-controlling interests, provided that the

total amount of intangible assets of the

Borrower and its Consolidated Subsidiaries

(including, without limitation, unamortised debt

discount and expense, deferred charges and

goodwill) included therein shall not exceed USD

30,000,000 (and to the extent such intangible

assets exceed USD 30,000,000, they will not be

included in the calculation of Adjusted

Consolidated Equity); all as determined in

accordance with Generally Accepted Accounting

Principles.

	  
	 	


	“Affiliate”
	 	means, with respect to any person, any other

person, directly or indirectly, controlling,

controlled by, or under common control with,

such person.

	  
	 	


	“Amortisation”
	 	means the total amortisation of the Borrower and

its Consolidated Subsidiaries as measured in

accordance with Generally Accepted Accounting

Principles.

	  
	 	


	“Auditors”
	 	means such firm of independent accountants as

the Borrower may from time to time appoint as

its auditors in accordance with Section 5.05.

	  
	 	


	“Authorisation”
	 	means any consent, registration, filing,

agreement, notarisation, certificate, license,

approval, permit, authority or exemption from,

by or with any Governmental Authority, whether

given or withheld by express action or deemed

given or withheld by failure to act within any

specified time period and all corporate,

creditors’ and shareholders’ approvals or

consents.

	  
	 	


	“Availability Period”
	 	means:

	 	 	(a)  in relation to the Tranche 1 Loan, the

period commencing on the date of this Agreement;

and

	 	 	(b)  in relation to the Tranche 2 Loan, the

period commencing on 1 July 2011,

	 	 	and, in each case, terminating on the earlier of

the date falling three months prior to the Final

Maturity Date and the date the obligation of

EBRD to make Disbursements hereunder terminates

in accordance with the terms of this Agreement.

	  
	 	


	“Business Day”
	 	means a day on which commercial banks are open

for the transaction of general business

(including dealings in foreign exchange and

foreign currency deposits) in London, England

and on which commercial banks and foreign

exchange markets settle payments in the Loan

Currency in New York City, United States of

America .

	 
	 	


	“Capital Lease”
	 	means any lease of property (whether real,

personal or mixed) by a Person which has been or

should be, in accordance with Generally Accepted

Accounting Principles, reflected on the balance

sheet of such Person as a capital lease.

	 
	 	


	“Charter”
	 	means, in respect of any company, corporation,

partnership, enterprise or other entity, its

charter, founding act, articles of incorporation

and bylaws, memorandum and articles of

association, statutes or similar instrument.

	 
	 	


	“CHS Europe”
	 	means CHS Europe S.A., a company incorporated

under the laws of Switzerland (company number

CH-660-1876007-7), which is a fully-owned

Subsidiary of the Borrower.

	 
	 	


	“CHS Ukraine”
	 	means CHS Ukraine LLC, a company incorporated

under the laws of Ukraine (company number

35704808), which is a fully-owned Subsidiary of

CHS Europe.

	 
	 	


	“Coercive Practice”
	 	means the impairing or harming, or threatening

to impair or harm, directly or indirectly, any

party or the property of the party to influence

improperly the actions of a party, as this term

is interpreted in accordance with the EBRD

Anti-Corruption Guidelines.

	  
	 	


	“Cofina”
	 	means, collectively, Cofina Financial, LLC, and

each of its Subsidiaries.

	 
	 	


	“Collusive Practice”
	 	means an arrangement between two or more parties

designed to achieve an improper purpose,

including influencing improperly the actions of

another party, as this term is interpreted in

accordance with the EBRD Anti-Corruption

Guidelines.

	 
	 	


	“Commitment Period”
	 	means the period commencing on the date of this

Agreement and terminating on the earlier of the

date falling on the third anniversary of the

date of this Agreement and the date the

obligation of EBRD to make Disbursements

hereunder terminates in accordance with the

terms of this Agreement.

	 
	 	


	“Compliance Certificate”
	 	means a certificate of the chief financial

officer of the Borrower acceptable to EBRD and

in the form attached hereto as Exhibit E.

	  
	 	


	“Consolidated Cash Flow”
	 	means for any period, the sum of (a) earnings

before income taxes of the Borrower and its

Consolidated Subsidiaries for such period

determined on a consolidated basis in accordance

with Generally Accepted Accounting Principles

(excluding, in the case of any non-wholly owned

Consolidated Subsidiary, the portion of earnings

attributable to holders of the equity interests

of such Consolidated Subsidiary, other than the

Borrower or a Consolidated Subsidiary); plus (b)

amounts that have been deducted in the

determination of such earnings before income

taxes for such period for (i) Consolidated

Interest Expense for such period, (ii)

Depreciation for such period, (iii) Amortisation

for such period, and (iv) extraordinary and/or

one-time non-cash losses for such period; minus

(c) the amounts that have been included in the

determination of such earnings before income

taxes for such period for (i) extraordinary

gains, (ii) extraordinary and/or one-time

income, (iii) non-cash patronage income, and

(iv) non-cash equity earnings in joint ventures.

	  
	 	


	“Consolidated Funded Debt”
	 	means, as to Borrower and its Consolidated

Subsidiaries: (a) Debt that is classified as

long term debt in accordance with Generally

Accepted Accounting Principles, that is, without

duplication (i) Debt for borrowed money, (ii)

Debt upon which such entity customarily pays

interest, or (iii) Debt which is secured by a

lien on property, and (b) without duplication

(i) long term rental payments under Capital

Leases, (ii) obligations with respect to letters

of credit which support long-term debt and with

expiration dates in excess of one year from the

date of issuance thereof and (iii) guarantees

which support long-term debt.

	 
	 	


	“Consolidated Interest
	 	


	Expense”
	 	means for any period, all interest expense of

the Borrower and its Consolidated Subsidiaries,

as determined in accordance with Generally

Accepted Accounting Principles.

	  
	 	


	“Consolidated Net Worth”
	 	means, for any period, the amount of equity

accounts plus (or minus in the case of a

deficit) the amount of surplus and retained

earnings accounts of the Borrower and its

Consolidated Subsidiaries, excluding (i)

accumulated other comprehensive income (or loss)

and (ii) non-controlling interests, all as

determined in accordance with Generally Accepted

Accounting Principles.

	 
	 	


	“Consolidated Subsidiary”
	 	means any Subsidiary whose accounts are

consolidated with those of the Borrower in

accordance with Generally Accepted Accounting

Principles.

	 
	 	


	“Core Business”
	 	means the sourcing, storage, transportation and

sale of agricultural commodities, including,

without limitation, grains, oilseeds, and feed,

crop nutrients and crop protection products, and

the management of related infrastructure or as

may be agreed in writing with EBRD from time to

time.

	 
	 	


	“Corrupt Practice”
	 	means the offering, giving, receiving or

soliciting, directly or indirectly, anything of

value to influence improperly the actions of

another party, as this term is interpreted in

accordance with the EBRD Anti-Corruption

Guidelines.

	“Country of Operation”
	 	means Russia, Ukraine, Serbia, Slovakia,

Hungary, Romania, Bulgaria, Kazakhstan and

Turkey.

	 
	 	


	“Debt”
	 	means as to any Person:

	 	 	(a)  indebtedness or liability of such Person

for borrowed money, or for the deferred purchase

price of property or services (including trade

obligations);

(b)  obligations of such Person as lessee under

Capital Leases;

(c)  obligations of such Person arising under

bankers’, or trade acceptance facilities, or

reimbursement obligations for drawings made

under letters of credit;

(d)  all guarantees, endorsements (other than

for collection or deposit in the ordinary course

of business), and other contingent obligations

of such Person (i) to purchase any of the items

included in this definition, (ii) to provide

funds for payment, (iii) to supply funds to

invest in any other Person, (iv) otherwise to

assure a creditor of another Person against loss

or (v) with respect to letters of credit (in

each case, without duplication);

(e)  all obligations secured by a lien on

property owned by such Person, whether or not

the obligations have been assumed; and

(f)  all obligations of such Person under any

agreement providing for an interest rate swap,

cap, cap and floor, contingent participation or

other hedging mechanisms with respect to

interest payable on any of the items described

in this definition;

provided that (i) Debt of a Consolidated

Subsidiary of the Borrower shall exclude such

obligations and guarantees, endorsements and

other contingent obligations and guaranties of

such Consolidated Subsidiary if owed or

guaranteed by such Consolidated Subsidiary to

the Borrower or a wholly owned Consolidated

Subsidiary of the Borrower, (ii) Debt of the

Borrower shall exclude such obligations and

guarantees, endorsements and other contingent

obligations if owed or guaranteed by the

Borrower to a wholly owned Consolidated

Subsidiary of the Borrower and (iii) Debt of the

Borrower shall exclude any unfunded obligations

which may exist now and in the future in the

Borrower’s pension plans.

	  
	 	


	“Default”
	 	means any Event of Default or any event which,

with the giving of notice, the passage of time

or the making of any determination, or any

combination thereof, would become an Event of

Default.

	 
	 	


	“Default Interest
	 	


	Determination Date”
	 	means the date two London Banking Days prior to

the first day of the relevant Default Interest

Period (or, at EBRD’s option, the first day of

such Default Interest Period).

	 
	 	


	“Default Interest Period”
	 	means, with respect to any amount overdue under

this Agreement, a period commencing on the day

on which such payment becomes due or, as the

case may be, on the last day of the previous

Default Interest Period with respect to such

overdue amount, and ending on a Business Day

selected by EBRD.

	 
	 	


	“Depreciation”
	 	means the total depreciation of the Borrower and

its Consolidated Subsidiaries as measured in

accordance with Generally Accepted Accounting

Principles.

	 
	 	


	“Disbursement”
	 	means the disbursement of any portion of the

Loan from time to time pursuant to Section 3.02

or, as the context may require, the principal

amount thereof from time to time outstanding.

	  
	 	


	“Dollars”, “USD” or “$”
	 	means the lawful currency of the United States

of America.

	 
	 	


	“EBRD Anti-Corruption
	 	


	Guidelines”
	 	means EBRD’s Definitions and Guidelines for

Private Sector Operations (Fraud and Corruption)

attached hereto as Schedule 1.

	 
	 	


	“EBRD Project”
	 	means any activity or project which EBRD has

financed or committed to finance.

	 
	 	


	“EBRD Resources”
	 	means ordinary capital resources of EBRD.

	 
	 	


	“EDGAR system”
	 	means the Electronic Data Gathering, Analysis,

and Retrieval system which performs automated

collection, validation, indexing, acceptance,

and forwarding of submissions by companies and

others who are required by law to file forms

with the U.S. Securities and Exchange

Commission.

	 
	 	


	“Environmental and
	 	


	Social Law”
	 	means any applicable law or regulation which

relates to:

	 	 	(a)  pollution or protection of the environment,

including related laws or regulations relating

to public access to information and

participation in decision-making;

(b)  labour and employment conditions;

(c)  occupational health and safety;

(d)  public health, safety and security; or

(e)  resettlement or economic displacement of

persons.

	 
	 	


	“Environmental and
	 	


	Social Matter”
	 	means any matter that is the subject of any

Environmental and Social Law.

	 
	 	


	“EPH Closing”
	 	means the closing by the Borrower, or any

Subsidiary of the Borrower, on the purchase of

certain assets directly or indirectly owned by

East Point Holdings, Ltd.

	 
	 	


	“Event of Default”
	 	means any one of the events or occurrences

specified in Section 7.01.

	  
	 	


	“Final Maturity Date”
	 	means the date falling on the third anniversary

of the date of this Agreement.

	 
	 	


	“Financial Statements”
	 	means the consolidated financial statements

(including balance sheet, income statement,

statement of changes in equity, cash flow

statement and notes, comprising a summary of

significant accounting policies and other

explanatory notes) of the Borrower prepared in

accordance with Generally Accepted Accounting

Principles.

	 
	 	


	“Financial Year”
	 	means the period commencing each year on 1

September and ending on the following 31 August,

or such other period as the Borrower may, with

EBRD’s consent, from time to time designate as

the accounting year of the Borrower.

	 
	 	


	“Financing Agreements”
	 	means:

	 	 	(a)  this Agreement;

(b)  a Supplementary Notice;

(c)  the Disbursement applications referred to

in Section 3.02, and

(d)  any other agreements entered into between

the Borrower or any other party and EBRD and

notices, certificates and applications issued by

the Borrower or any other party to EBRD in each

case in connection with this Agreement or the

transactions contemplated by this Agreement.

	 
	 	


	“Financing Plan”
	 	means the plan for financing the Project as set

forth in Section 2.01(c).

	 
	 	


	“Fiscal Quarter”
	 	means each three (3) month period beginning on

the first day of each of the following months:

	 	 	September, December, March and June.

	 
	 	


	“Fraudulent Practice”
	 	means any act or omission, including a

misrepresentation, that knowingly or recklessly

misleads, or attempts to mislead, a party to

obtain a financial or other benefit or to avoid

an obligation, as this term is interpreted in

accordance with the EBRD Anti-Corruption

Guidelines.

	 
	 	


	“Generally Accepted
	 	


	Accounting Principles”
	 	means accounting principles generally accepted

in the United States of America and consistently

applied.

	 
	 	


	“Governmental Authority”
	 	means the government of any country, or of any

political subdivision thereof, whether state,

regional or local, and any agency, authority,

branch, department, regulatory body, court,

central bank or other entity exercising

executive, legislative, judicial, taxing,

regulatory or administrative powers or functions

of or pertaining to government or any

subdivision thereof (including any

supra-national bodies), and all officials,

agents and representatives of each of the

foregoing.

	 
	 	


	“Interbank Rate”
	 	means for each Disbursement, the offered rate

per annum for deposits in the Loan Currency

which appears on the Reference Page as of 11:00

a.m., London time, on the relevant Interest

Determination Date for the period which equals

the duration of such Interest Period (or if no

such rate appears on the Reference Page for a

period equal to the duration of such Interest

Period but rates (“Reference Rates”) do appear

on the Reference Page both for a period that is

shorter than and for a period that is longer

than the duration of such Interest Period, the

Interbank Rate shall be the rate (rounded

upward, if necessary, to four decimal places)

that would be applicable for a period equal to

the duration of such Interest Period as

determined through the use of straight-line

interpolation by reference to the Reference Rate

that appears on the Reference Page for the

period that is the next shorter in length than

the duration of such Interest Period and the

Reference Rate that appears on the Reference

Page for the period that is the next longer in

length than the duration of such Interest

Period);

	 	 	provided that if, for any reason, the Interbank

Rate cannot be determined at such time by

reference to the Reference Page, the Interbank

Rate for such Interest Period shall be the rate

per annum which EBRD determines to be the

arithmetic mean (rounded upward, if necessary,

to four decimal places) of the offered rates per

annum for deposits in the Loan Currency in an

amount comparable to the portion of the Loan

scheduled to be outstanding during such Interest

Period for a period equal to such Interest

Period which are quoted to leading banks in the

London interbank market as advised to EBRD by at

least two major banks active in the London

interbank market selected by EBRD.

	 
	 	


	“Interest
	 	


	Determination Date”
	 	means, for any Interest Period, the date two

London Banking Days prior to the first day of

such Interest Period.

	 
	 	


	“Interest Payment Date”
	 	means, in relation to a Disbursement, the last

day of the Interest Period relating to that

Disbursement; provided, however, that, if any

Interest Payment Date would otherwise fall on a

day which is not a Business Day, such Interest

Payment Date shall be changed to the next

succeeding Business Day in the same calendar

month or, if there is no succeeding Business Day

in the same calendar month, the immediately

preceding Business Day.

	 
	 	


	“Interest Period”
	 	means, for any Disbursement, the period

commencing on the date of such Disbursement and

having a duration of three, six or nine months,

the duration of such Interest Periods to be

selected by the Borrower in its application for

such Disbursement in accordance with Section

3.02.

	 
	 	


	“Lien”
	 	means any mortgage, pledge, charge, privilege,

priority, hypothecation, encumbrance,

assignment, lien, attachment, set-off or other

security interest of any kind or any other

agreement or arrangement having the effect of

conferring security upon or with respect to, or

any segregation of or other preferential

arrangement with respect to, any present or

future assets, revenues or rights, including,

any designation of loss payees or beneficiaries

or any similar arrangement under any insurance

policy.

	 
	 	


	“Loan”
	 	means the maximum principal amount of the loan

provided for in Section 3.01, collectively, the

Tranche 1 Loan and the Tranche 2 Loan or, as the

context may require, the principal amount

thereof from time to time outstanding.

	 
	 	


	“Loan Currency”
	 	means the currency in which the Loan is

denominated as set forth in Section 3.01.

	 
	 	


	“Local Subsidiaries”
	 	CHS Ukraine and any other direct or indirect

Subsidiary of the Borrower to be established or

acquired, directly or indirectly, by the

Borrower in any Country of Operation and whose

operations are aligned with the Core Business.

	  
	 	


	“London Banking Day”
	 	means a day on which commercial banks are open

for the transaction of general business

(including dealings in foreign exchange and

foreign currency deposits) in London, England.

	 
	 	


	“Margin”
	 	means, for the Loan, 1.25% per annum.

	 
	 	


	“Market Disruption Event”
	 	means:

	 	 	(a)  on the Interest Determination Date for the

relevant Interest Period or the Default Interest

Determination Date for the relevant Default

Interest Period, the Reference Page is not

available and none or only one of the major

banks active in the London interbank market

supplies a rate to EBRD to determine the

Interbank Rate for the Loan Currency for the

relevant Interest Period or the default interest

rate for the Loan Currency for the relevant

Default Interest Period, as the case may be; or

(b)  before close of business in London on the

Interest Determination Date for the relevant

Interest Period or the Default Interest

Determination Date for the relevant Default

Interest Period, (1) EBRD determines that the

cost to EBRD or (2) EBRD receives notification

from one or more Participants whose aggregate

participations in the Loan exceed 35% of the

Loan that the cost to such Participant(s), as

the case may be, of obtaining matching deposits

in the London interbank market would be in

excess of the Interbank Rate.

	 
	 	


	“Material Adverse Effect”
	 	means a material adverse effect on:

	 	 	(a)  the ability of the Borrower to perform or

comply with any of its obligations under any

Financing Agreement;

(b)  the legality, validity, enforceability and

binding nature of any Financing Agreement or the

legal rights, remedies and priorities of EBRD

under any of the Financing Agreements; or

(c)  the Borrower’s business, operations,

property, financial condition or prospects.

	 
	 	


	“Operating Lease”
	 	means any lease of property (whether real,

personal or mixed) by a Person under which such

Person is lessee, other than a Capital Lease.

	 
	 	


	“Participant”
	 	means a person from whom EBRD receives a formal

commitment to acquire a Participation through

the execution of, or the accession to, a

participation agreement with EBRD.

	 
	 	


	“Participation”
	 	means a participation in the Loan or, as the

context may require, in a Disbursement.

	 
	 	


	“Person(s)”
	 	means any individual, sole proprietorship,

partnership, joint venture, trust,

unincorporated organisation, association,

corporation, limited liability company,

cooperative association, institution, government

or governmental agency (whether national,

federal, state, provincial, country, city,

municipal or otherwise, including without

limitation, any instrumentality, division,

agency, body or department thereof) or other

entity.

	 
	 	


	“Potential Event of Default”
	 	means any event which, with the giving of

notice, the passage of time or the making of any

determination, or any combination thereof, would

become an Event of Default.

	 
	 	


	“Prepayment Trigger Event”
	 	has the meaning given to it in Section 3.09(b).

	 
	 	


	“Prohibited Practice”
	 	means any Corrupt Practice, Fraudulent Practice,

Coercive Practice or Collusive Practice.



	 
	 	


	“Project”
	 	means the provision of financing to the Borrower

to be onlent to the Local Subsidiaries to be

used by such Local Subsidiaries for seasonal

working capital and the Local Subsidiaries’ crop

origination and trading operations in the

Country of Operation.

	 
	 	


	“Reference Page”
	 	means the display of London interbank offered

rates of major banks for deposits in the Loan

Currency designated as page LIBOR01 on Reuters

services (or such other page as may replace page

LIBOR01 on Reuters services for the purpose of

displaying London interbank offered rates for

deposits in the Loan Currency).

	 
	 	


	“Sub-Loan Agreements”
	 	means, collectively, all of the agreements as

have been entered as at the date hereof or to be

entered into between the Borrower and CHS

Europe, or between the Borrower and the relevant

Local Subsidiary, or between the CHS Europe and

the relevant Local Subsidiary, as the case may

be, pursuant to which the proceeds of the Loan

will be on-lent to CHS Europe and/or the

relevant Local Subsidiary for the purposes of

the Project, which agreements shall be in form

and substance satisfactory to EBRD.

	 
	 	


	“Subsidiary”
	 	means, with respect to any entity, any other

entity over 50% of whose capital is owned,

directly or indirectly, by such entity or which

is otherwise effectively controlled by such

entity.

	 
	 	


	“Supplementary Notice”
	 	means the notice to be delivered by the Borrower

pursuant to Section 5.13(d)(1).

	 
	 	


	“Tax” or “Taxes”
	 	means any tax, royalty, stamp or other duty,

assessment, levy, charge, value added tax, or

impost of any nature whatsoever (including any

related penalty or interest) imposed under any

law.

	 
	 	


	“Tranche 1 Loan”
	 	means the maximum principal amount of the loan

provided for in Section 3.01(1) or, as the

context may require, the principal amount

thereof from time to time outstanding.

	  
	 	


	“Tranche 2 Loan”
	 	means the maximum principal amount of the loan

provided for in Section 3.01(2) or, as the

context may require, the principal amount

thereof from time to time outstanding.








	 	 	Section 1.02. Interpretation





(a) In this Agreement, unless the context otherwise requires, words denoting the singular include
the plural and vice versa.



(b) In this Agreement, a reference to a specified Article, Section, Schedule or Exhibit shall be
construed as a reference to that specified Article or Section of, or Schedule or Exhibit to, this
Agreement.



(c) In this Agreement, a reference (i) to an amendment or to an agreement being amended includes a
supplement, variation, assignment, novation, restatement or re-enactment, and (ii) to an agreement
shall be construed as a reference to such agreement as it may be amended from time to time.



(d) In this Agreement, the headings and the Table of Contents are inserted for convenience of
reference only and shall not affect the interpretation of this Agreement.



(e) In this Agreement, “control” (including, with correlative meanings, the terms “controlled by”
and “under common control with”), as used with respect to any person, means the possession,
directly or indirectly, of the power to direct or cause the direction of the management and
policies of such person, whether through the ownership of voting shares, by contract or otherwise.



(f) In this Agreement, a Default or a Prepayment Trigger Event is outstanding or continuing until
it has been remedied or waived by EBRD in writing.



(g) In this Agreement, a reference to a document being “in the Agreed Form” means that the form of
such document has been agreed by the parties hereto and that a copy thereof has been initialled for
the purpose of identification by EBRD and the Borrower.



(h) In this Agreement, any reference to “law” means any law (including, any common or customary
law) and any treaty, constitution, statute, legislation, decree, normative act, rule, regulation,
judgement, order, writ, injunction, determination, award or other legislative or administrative
measure or judicial or arbitral decision in any jurisdiction which has the force of law or the
compliance with which is in accordance with general practice in such jurisdiction.



(i) In this Agreement, any reference to a provision of law, is a reference to that provision as
from time to time amended or re-enacted.



(j) In this Agreement, a reference to a “person” includes any person, natural or juridical entity,
firm, company, corporation, government, state or agency of a state or any association, trust or
partnership (whether or not having separate legal personality) or two or more of the foregoing and
references to a “person” include its successors in title, permitted transferees and permitted
assigns.



(k) In this Agreement, “including” and “include” shall be deemed to be followed by “without
limitation” where not so followed.



ARTICLE II — REPRESENTATIONS AND WARRANTIES




	 	 	 
	Section 2.01.Re

	 	presentations Regarding the Core Business






	 	 	 
	The Borrower represents

	 	and warrants as follows:






(a) Core Business. The Local Subsidiaries do not conduct or undertake any business other than the
Core Business.



(b) Estimated Project Costs. As of the date of this Agreement, the total estimated peak cost of
the Project is approximately USD 435,000,000 as follows:



	 	 	 
	Item	 	 
	Aggregate estimated peak working capital

needs of the Local Subsidiaries

	 	up to USD 435,000,000



	Total Project Cost

	 	up to USD 435,000,000
	 

	 	 






(c) Financing Plan. The anticipated sources of financing of the Project are as follows:



	 	 	 
	For 2010/2011 season	 	 
	Existing facilities

	 	up to USD 290,000,000
	EBRD loans (Tranche 1 Loan)

	 	up to USD 40,000,000
	Total

	 	up to USD 330,000,000
	For 2011/2012 season

	 	

	Existing facilities

	 	up to USD 290,000,000
	EBRD loans (Tranche 1 Loan and Tranche 2 Loan)

	 	up to USD 120,000,000
	Total

	 	up to USD 410,000,000
	For 2012/2013 season

	 	

	Existing facilities

	 	up to USD 290,000,000
	EBRD loans (Tranche 1 Loan and Tranche 2 Loan)

	 	up to USD 120,000,000
	Total

	 	up to USD 410,000,000
	 

	 	 






	 	 	 
	Section 2.02.Representations Regarding t

	 	he Borrower






	 
	The Borrower represents and warrants as follows:







(a) Incorporation. The Borrower is a cooperative corporation, duly organised, validly existing,
and, if applicable, in good standing under the laws of the State of Minnesota, the United States of
America and registered, to the extent required in accordance with applicable law, with all relevant
registration bodies in any jurisdiction in which it carries on business or owns assets and has full
power to own the properties which it owns or will own for the purposes of the Project and to carry
out the businesses which it carries out or will carry out for the purposes of the Project.



(b) Subsidiaries. The Borrower has no Subsidiaries other than the Subsidiaries listed in Schedule
2. Each of CHS Europe and the Local Subsidiaries is duly organised, validly existing, and, if
applicable, in good standing under the laws of the jurisdiction in which it is organised and
registered, to the extent required in accordance with applicable law, with all relevant
registration bodies in any jurisdiction in which it carries on business or owns assets and has full
power to own the properties which it owns or will own for the purposes of the Project and to carry
out the businesses which it carries out or will carry out for the purposes of the Project, except
to the extent that failure to be in good standing and be registered could not reasonably be
expected to have a Material Adverse Effect.



(c) Directors and Officers. As of the date of this Agreement, the Directors of the Borrower are:
Bruce Anderson, Donald Anthony, Robert Bass, David Bielenberg, Dennis Carlson, Curt Eischens,
Steven Fritel, Jerry Hasnedl, David Kayser, Randy Knecht, Greg Kruger, Michael Mulcahey, Richard
Owen, Steve Riegel, Daniel Schurr, Michael Toelle, the President and Chief Executive Officer of the
Borrower is John Johnson, and the Executive Vice President and Chief Financial Officer of the
Borrower is John Schmitz.



(d) Financial Statements. The consolidated balance sheet of the Borrower as at 31 August 2010 and
the related consolidated income statement, statement of changes in equity, cash flow statement and
notes, comprising a summary of significant accounting policies and other explanatory notes, of the
Borrower for the Financial Year ending on that date, certified by the Auditors, present fairly in
all material respects the consolidated financial position, financial performance and cash flows of
the Borrower as of the date of such balance sheet and for the period covered by such income
statement, statement of changes in equity and cash flow statement and were prepared in accordance
with Generally Accepted Accounting Principles. The Borrower had, as of the date of such balance
sheet, no material contingent obligations, liabilities for Taxes or unusual forward or long term
commitments not disclosed by, or reserved against in, such balance sheet or the notes thereto.
Since the date of such balance sheet, the Borrower has not suffered any Material Adverse Effect,
incurred any substantial or unusual loss or liability or undertaken or agreed to undertake any
substantial or unusual obligation except under the Financing Agreements.



(e) Title to Assets. The Borrower owns and has good and marketable title to all of the assets, the
ownership of which is reflected in its most recent balance sheet referred to in Section 2.02(d) or
which are necessary for the implementation of the Project except for defects in title which could
not be reasonably expected to have a Material Adverse Effect.



(f) Compliance with Law. The Borrower is not in violation of any law applicable to it and
presently in effect, except to the extent that any violation could not reasonably be expected to
have a Material Adverse Effect. To the best of the Borrower’s knowledge, no law has been proposed
or is expected which may have a Material Adverse Effect. All tax returns and reports of the
Borrower, CHS Europe and each Local Subsidiary required by law to be filed have been duly filed and
all Taxes upon the Borrower, CHS Europe and each Local Subsidiary, its properties and its income,
which are due and payable, have been paid, other than those currently payable without penalty or
interest, except to the extent that any failure to pay such Taxes could not reasonably be expected
to have a Material Adverse Effect. The Borrower is in compliance with all applicable laws
concerning money laundering. Neither the Borrower nor CHS Europe nor any Local Subsidiary nor any
officers, directors, authorised employees, Affiliates, agents or representatives of the Borrower,
CHS Europe or any Local Subsidiary has committed or engaged in, with respect to the Project, or any
transactions contemplated by this Agreement, any Prohibited Practice.



(g) No Default. Neither the Borrower nor CHS Europe nor any Local Subsidiary is in default under
any agreement, obligation or duty to which it is a party or by which it or any of its properties or
assets is bound which could reasonably be expected to have a Material Adverse Effect and there
exists no Default or a Prepayment Trigger Event.



(h) Environmental and Social Compliance. The Borrower and its businesses, operations, assets,
equipment, property, leaseholds and other facilities are in compliance with the provisions of all
applicable Environmental and Social Laws relating to the Project, except to the extent that any
violation could not reasonably be expected to have a Material Adverse Effect. The Borrower has
been issued all required Authorisations which are material for the Project and relating to, and has
received no complaint, order, directive, claim, citation or notice from any Governmental Authority
or other person with respect to the Project involving: (1) air emissions, (2) discharges to surface
water or ground water, (3) noise emissions, (4) solid or liquid waste disposal, (5) the use,
generation, storage, transportation or disposal of toxic or hazardous substances, (6) labour and
employment conditions, (7) occupational health and safety and (8) public health, safety and
security.



(i) Litigation. Neither the Borrower nor CHS Europe nor any Local Subsidiary is engaged in, or, to
the best of its knowledge, threatened by, any litigation, arbitration or administrative proceeding,
the outcome of which might have a Material Adverse Effect.



	 	 	 
	Section 2.03.Representations Regarding th

	 	e Agreements






	 
	The Borrower represents and warrants as follows:







(a) Corporate Power. The Borrower has the corporate power to enter into, and perform its
obligations under, the Financing Agreements to which it is a party.



(b) Due Authorisation; Enforceability; No Conflict. The Financing Agreements to which the Borrower
is a party have been duly authorised by the Borrower. This Agreement has been duly executed by the
Borrower and this Agreement constitutes, and the other Financing Agreements to which the Borrower
is a party, when executed and delivered, will constitute, valid and legally binding obligations of
the Borrower, enforceable in accordance with their respective terms subject only to limitations on
enforceability imposed by applicable bankruptcy, insolvency, reorganisation, moratorium, or similar
laws affecting creditors’ rights generally and by general principles of equity. The making of the
Financing Agreements and the compliance with the terms thereof:




(1) will not result in violation of the Borrower’s Charter or any provision contained in any
law applicable to the Borrower;




(2) will not conflict with or result in the breach of any provision of, or require any
consent under, or result in the imposition of any Lien under, any agreement or instrument to
which the Borrower is a party or by which the Borrower or any of its assets is bound; and




(3) will not constitute a default or an event which, with the giving of notice, the passage
of time or the making of any determination (or any combination thereof), would constitute a
default under any such agreement or instrument.



(c) Governmental Authorisations. No Authorisations from any Governmental Authority are required
for the due execution, delivery or performance by the Borrower of any Financing Agreement, or the
validity or enforceability thereof, or for the carrying out of the Project or the carrying on of
the business of the Borrower as it is carried on or is contemplated to be carried on.



(d) Pari Passu Ranking. The Borrower’s payment obligations under the Financing Agreements rank at
least pari passu with claims of all of its other unsecured and unsubordinated creditors, except for
claims mandatorily preferred by laws applicable to companies generally.



(e) Taxes. There is no Tax of any Governmental Authority of the United States of America to be
imposed on or by virtue of the execution, delivery or performance of any Financing Agreement or
necessary to ensure the legality, validity, enforceability or admissibility in evidence thereof in
the United States of America.




	 	 	Section 2.04. Acknowledgement and Repetition





(a) The Borrower acknowledges that it has made the representations and warranties contained in
Sections 2.01, 2.02 and 2.03 with the intention of inducing EBRD to enter into this Agreement and
that EBRD has entered into this Agreement on the basis of, and in full reliance on, each of such
representations and warranties. The Borrower warrants that it has no knowledge of any additional
facts or matters the omission of which makes any of such representations and warranties misleading
or which would or might reasonably be expected to affect the judgement of a prospective lender
regarding lending to the Borrower, CHS Europe or any Local Subsidiary.



(b) Any representation or warranty given hereunder which specifies that such representation and
warranty is provided hereunder “as of the date of this Agreement” shall only be given on the date
of this Agreement and shall not be deemed to be repeated hereafter in connection with any
Disbursement made pursuant to this Agreement. In respect of all other representations and
warranties provided in this Article II, such representations and warranties shall be deemed to be
repeated on submission of each Disbursement request and on each Disbursement date by reference to
the facts and circumstances then existing.



ARTICLE III — LOAN





	 	 	Section 3.01. Amount and Currency





On and subject to the terms and conditions of this Agreement, EBRD agrees to lend to the
Borrower, on a revolving basis, an amount not to exceed USD 120,000,000 consisting of:




(1) the Tranche 1 Loan in an amount not to exceed USD 40,000,000; and




(2) the Tranche 2 Loan in an amount not to exceed USD 80,000,000.




	 	 	Section 3.02. Disbursements





(a) Subject to Section 3.03 and Article IV, the Loan shall be disbursed by EBRD from time to time
on any Business Day during the Availability Period in one or more Disbursements and having a
duration of three, six or nine months, as selected by the Borrower in its application for such
Disbursement. The Borrower may request a Disbursement by submitting to EBRD an original
application for such Disbursement, in the form of Exhibit A and in substance satisfactory to EBRD,
at least ten Business Days prior to the proposed date of such Disbursement. Such application
shall, unless EBRD otherwise agrees, be irrevocable and binding on the Borrower.



(b) Disbursements (other than a Disbursement of the entire undisbursed amount of the Loan) shall be
made in amounts of not less than USD 5,000,000 and in integral multiples of USD 5,000,000 and in
any case not exceeding (together with the amount of any other Disbursement proposed to be made on
the same date) the maximum principal amount of the Loan as of the date of such Disbursement.



(c) The Borrower may not have more than ten Disbursements outstanding at any time and no
Disbursement may be requested by, and shall be made to, the Borrower for an Interest Period ending
after the Final Maturity Date.




	 	 	Section 3.03. Suspension and Cancellation





(a) From time to time, EBRD may, by notice to the Borrower, suspend or cancel the right of the
Borrower to all or any portion of any further Disbursements:




(1) if an Event of Default has occurred and is continuing;




(2) if a Prepayment Trigger Event has occurred and is continuing; or




(3) if the Board of Governors of EBRD has decided in accordance with Article 8, paragraph 3,
of the Agreement Establishing the European Bank for Reconstruction and Development that
access by any Country of Operation to EBRD Resources should be suspended or otherwise
modified, provided that EBRD may allow the Borrower to utilise such further Disbursements for
the purposes of the Project and onlend the proceeds thereof to its Local Subsidiaries in any
other Country of Operation which remains eligible to access EBRD Resources.



Upon the issuance of such notice by EBRD, the right of the Borrower to further Disbursements
shall be suspended or cancelled as indicated in the notice. The exercise by EBRD of the right of
suspension shall not preclude EBRD from exercising its right of cancellation as provided in this
Section 3.03, either for the same or another reason, and shall not limit any other rights of EBRD
under the Financing Agreements.



(b) The Borrower shall have the right, if it gives EBRD not less than five (5) Business Days’ prior
written notice, to cancel this Agreement at any time on or before 10 February 2011 if the EPH
Closing does not occur on or before 31 January 2011 without further liability or obligation of the
Borrower to EBRD but subject to the payment of any amounts due and payable to EBRD under this
Agreement.



(c) Unless otherwise provided for in this Agreement, the Borrower shall have the right at any time,
on not less than 30 days’ notice to EBRD, to cancel in whole or in part the then unutilised portion
of the commitment of EBRD to make a Disbursement under this Agreement (the “Commitment”); provided
that:




(1) the Borrower shall pay to EBRD on the date of cancellation all accrued commitment charges
on the cancelled portion of the Commitment and all other amounts due and payable hereunder;
and




(2) in the case of a partial cancellation of the Commitment, such cancellation shall be in an
amount of not less than USD 5,000,000.



Any such notice of cancellation shall be irrevocable and binding on the Borrower. No portion of
the Commitment which is cancelled by the Borrower may be reinstated.




	 	 	Section 3.04. Charges, Commissions and Fees





(a) The Borrower shall pay to EBRD during the Commitment Period a commitment charge at the rate of
0.5% per annum on so much of the Tranche 1 Loan as has not, from time to time, been disbursed to
the Borrower or cancelled and 0.1% per annum until the date of the first Disbursement of the
Tranche 2 Loan rising to 0.5% per annum thereafter, in each case, on so much of the Tranche 2 Loan
as has not, from time to time, been disbursed to the Borrower or cancelled. The commitment charge
shall accrue from day to day, from the date which is 30 days after the date of this Agreement. The
commitment charge shall be calculated on the basis of the actual number of days elapsed in the
relevant period and a 360-day year and shall be due and payable semi-annually in arrears starting
on the date falling six (6) months after the date of this Agreement, provided that that last
payment will be made on last date of the Availability Period.



(b) The Borrower shall pay to EBRD a front-end commission of:




(1) 0.75% of the Tranche 1 Loan on the earlier of the date falling (i) three (3) Business
Days prior to the first Disbursement of the Tranche 1 Loan and (ii) sixty (60) days after the
date of this Agreement;




(2) 0.1% of the Tranche 2 Loan on the earlier of the date falling (i) three (3) Business Days
prior to the first Disbursement of the Tranche 2 Loan and (ii) sixty (60) days after the date
of this Agreement; and




(3) 0.65% of the Tranche 2 Loan on or before the first Disbursement of the Tranche 2 Loan.



(c) The Borrower shall pay to EBRD a disbursement charge of 0.5% of the Tranche 2 Loan. Such
disbursement charge shall be due and payable on or before the first Disbursement of the Tranche 2
Loan.



(d) The charges, commissions and fees referred to in this Section 3.04 are non-refundable and are
exclusive of any Tax which might be chargeable in connection with such charges, commissions or
fees. If any such Tax becomes chargeable, the Borrower shall pay such Tax to EBRD at the same time
that the relevant charge, commission or fee becomes due and payable.




	 	 	Section 3.05. Interest





(a) Except as provided in Section 3.06 the Borrower shall pay interest on the principal amount of
each Disbursement of the Loan from time to time outstanding during each Interest Period for such
Disbursement at a rate equal to the sum of the Margin for the Loan and, subject to Section 3.07,
the Interbank Rate for such Interest Period.



(b) Interest shall:




(1) accrue from and including the first day of an Interest Period to but excluding the last
day of such Interest Period;




(2) be calculated on the basis of the actual number of days elapsed and a 360-day year; and




(3) be due and payable on the Interest Payment Date which is the last day of the relevant
Interest Period.



(c) Except as otherwise provided in Section 3.07, on each Interest Determination Date, EBRD shall
determine the interest rates applicable during the relevant Interest Period and promptly give
notice thereof to the Borrower. Each determination by EBRD of the interest rate applicable to any
portion of the Loan shall be final, conclusive and binding upon the Borrower unless shown by the
Borrower to the satisfaction of EBRD that any such determination has involved manifest error.




	 	 	Section 3.06. Default Interest





(a) If the Borrower fails to pay when due any amount payable by it under this Agreement, the
overdue amount shall bear interest at a rate equal to the sum of:




(1) 2.0% per annum;




(2) the Margin for the Loan; and




(3) the interest rate per annum offered in the London interbank market on the Default
Interest Determination Date for a deposit in the Loan Currency of an amount comparable to the
overdue amount for a period equal to the relevant Default Interest Period or, if a Market
Disruption Event has occurred, the rate which expresses as a percentage rate per annum the
cost to EBRD and each Participant of funding its respective portion of the Loan from whatever
source EBRD or such Participant(s) may reasonably select (or at the option of EBRD and such
Participant(s), the relevant Interbank Rate, if available).



(b) Default interest shall:




(1) accrue from day to day from the due date to the date of actual payment, after as well as
before judgement, if any;




(2) be calculated on the basis of the actual number of days elapsed and a 360-day year;




(3) be compounded at the end of each Default Interest Period; and




(4) be due and payable forthwith upon demand.



(c) Each determination by EBRD of the interest rates applicable to overdue amounts and of Default
Interest Periods shall be final, conclusive and binding upon the Borrower unless shown by the
Borrower to the satisfaction of EBRD that any such determination has involved manifest error.




	 	 	Section 3.07. Market Disruption





(a) If a Market Disruption Event occurs, EBRD shall promptly notify the Borrower. If EBRD notifies
the Borrower of the occurrence of a Market Disruption Event, interest shall accrue on the Loan at a
rate equal to the sum of:




(1) the Margin for the Loan; and




(2) the rate which expresses as a percentage rate per annum the cost to EBRD and each
Participant of funding its respective portion of the Loan from whatever source EBRD or such
Participant(s) may reasonably select (or, at the option of EBRD and such Participant(s), the
relevant Interbank Rate, if available), as notified by EBRD to the Borrower as soon as
practicable and in any event before interest is due to be paid in respect of the relevant
Interest Period,



until EBRD has given notice to the Borrower that the Market Disruption Event has ceased to exist.



(b) If a Market Disruption Event has occurred, EBRD shall have the right, in its discretion, to
change the duration of any relevant Interest Period by sending to the Borrower a written notice
thereof. Any such change to an Interest Period shall take effect on the date specified by EBRD in
such notice.



(c) Notwithstanding Section 3.07(a), if a Market Disruption Event occurs and EBRD or the Borrower
so requires, within five Business Days of the notification by EBRD pursuant to Section 3.07(a)
above, EBRD and the Borrower shall enter into negotiations (for a period of not more than thirty
days) with a view to agreeing a substitute basis for determining the rate of interest applicable to
the Loan. Any alternative basis so agreed shall take effect in accordance with its terms and
replace the interest rate then in effect pursuant to Section 3.07(a) above. If agreement cannot be
reached, the Borrower may prepay the Loan on the next Interest Payment Date in accordance with
Section 3.09(a).




	 	 	Section 3.08. Repayment





(a) The Borrower shall repay each Disbursement on the last day of the Interest Period for such
Disbursement, provided that no Disbursement shall be outstanding beyond the Final Maturity Date.
Amounts of the Loan repaid during the Availability Period may be re-borrowed hereunder.



(b) Without limiting the obligations of the Borrower under Section 3.08(a), if a Disbursement is
scheduled to be repaid on a date which is also a date on which a Disbursement (a “Rollover
Disbursement”) is proposed to be made, the Borrower hereby irrevocably authorises and instructs
EBRD to apply the proceeds of such Rollover Disbursement to repay a corresponding amount of the
principal of the Disbursement which is scheduled to be repaid, provided that no Rollover
Disbursement may be requested or made to the Borrower if the proceeds of the Disbursement which is
scheduled to be repaid have been used for the purposes other than those stipulated in the
Disbursement application relating to that Disbursement and the Borrower has failed to deliver to
EBRD a Supplementary Notice in accordance with the terms of this Agreement in connection with an
alternative use of such proceeds.



(c) The dates for repayment of Disbursement are intended to coincide with Interest Payment Dates
relating to such Disbursement. If any Interest Payment Date is affected by the proviso to the
definition of “Interest Payment Date,” then the corresponding date for payment of principal shall
be changed to coincide with such Interest Payment Date.




	 	 	Section 3.09. Prepayment





(a) The Borrower shall have the right at any time, on not less than ten (10) Business Days’ prior
notice to EBRD, to prepay all or any part of a Disbursement then outstanding (but if in part, being
an amount of not less than USD 5,000,000) before the last day of the Interest Period for that
Disbursement; provided that the Borrower shall pay to EBRD at the same time all accrued interest
and other amounts payable on the principal amount of the Disbursement to be prepaid and all other
amounts due and payable hereunder, including, without limitation, any amounts under Section 3.13.
Any such notice of prepayment by the Borrower shall be irrevocable and binding on the Borrower and,
upon delivery of such notice, the Borrower shall be obligated to prepay the Disbursement in
accordance with the terms thereof. The Borrower may not deliver more than one (1) notice per month
under this Section 3.09(a).



(b) If any of the following events or circumstances occurs (each a “Prepayment Trigger Event”):




(1) covenants: the Borrower or any other party (other than EBRD) fails to perform in a timely
manner any of its obligations under any Financing Agreement or any other agreement between
the Borrower and EBRD, the failure to perform such obligation is not referred to elsewhere in
this Section 3.09(b) and, if capable of remedy, such failure to perform has continued for a
period of 30 days after written notice thereof has been given to the Borrower by EBRD;




(2) representations: any representation or warranty made or confirmed by the Borrower, CHS
Europe or the Local Subsidiaries in any Financing Agreement was false or misleading in any
material respect when made or repeated and, if capable of remedy, such false or misleading
representation or warranty remains unremedied for a period of 30 days after written notice
thereof has been given to the Borrower by EBRD;




(3) nationalisation: any Governmental Authority condemns, nationalises, seizes or otherwise
expropriates all or any substantial part of the property or other assets of the Borrower or
of its share capital, or assumes custody or control of such property or other assets or of
the business or operations of the Borrower, CHS Europe, any Local Subsidiary or of its share
capital, or acquires majority ownership of the Borrower, CHS Europe or any Local Subsidiary,
or takes any action for the dissolution or disestablishment of the Borrower, CHS Europe or
any Local Subsidiary or any action that would prevent the Borrower, CHS Europe, any Local
Subsidiary or its officers from carrying on its business or operations or a substantial part
thereof;




(4) financial debt: the failure of Borrower to pay when due, or failure to perform or observe
any other obligation or condition with respect to any of the following obligations to any
Person, beyond any period of grace under the instrument creating such obligation: (i) any
indebtedness for borrowed money or for the deferred purchase price of property or services,
(ii) any obligations under leases which have or should have been characterised as Capital
Leases, or (iii) any contingent liabilities, such as guaranties, for the obligations of
others relating to indebtedness for borrowed money or for the deferred purchase price of
property or services or relating to obligations under leases which have or should have been
characterised as Capital Leases; provided that no such failure will be deemed to be an
Prepayment Trigger Event hereunder unless and until the aggregate amount owing under
obligations with respect to which such failures have occurred and are continuing is at least
USD 25,000,000;




(5) ineligibility for EBRD financing: in accordance with EBRD’s Enforcement Policy and
Procedures, EBRD shall have determined that the Borrower, CHS Europe, the Local Subsidiaries
or an Affiliate of the Borrower, CHS Europe or any Local Subsidiary has engaged in a
Prohibited Practice in relation to an EBRD Project and the Borrower shall be included on
EBRD’s list of persons or entities ineligible to be awarded an EBRD-financed contract or for
EBRD funding, as such list may be found at
http://www.ebrd.org/pages/about/principles/integrity.shtml (or any successor website or
location);




(6) cross default: the Borrower is in default (however described) under any other financing
agreement with EBRD; or




(7) Material Adverse Effect: any circumstance or event occurs which, in the reasonable
opinion of EBRD, is likely to have a Material Adverse Effect,



then (1) the Borrower shall promptly notify EBRD upon becoming aware of the event(s) or
circumstance(s) referred to above, (2) EBRD shall not be obliged to fund a Disbursement, (3) EBRD
or the Borrower may send a prepayment and cancellation notice to the other and the Borrower shall
be entitled, within five (5) Business Days of the delivery of such notice, to prepay the Loan
together with such other amounts that are due and payable and which are outstanding as at such
date, and (4) upon delivery of such prepayment and cancellation notice pursuant to this Section
3.09(b), the rights of the Borrower to any Disbursement shall be immediately cancelled.




	 	 	Section 3.10. Payments





(a) All payments of principal, interest, charges, commissions, fees, expenses and any other amounts
due to EBRD under this Agreement shall be made, without set-off or counterclaim, in the Loan
Currency (or, in the case of costs and expenses of EBRD, in the currency in which such costs and
expenses were incurred), for value on the due date, to such account in New York City, the United
States of America or such other place as EBRD may from time to time designate by notice to the
Borrower.



(b) The sums to be disbursed by EBRD to the Borrower hereunder shall be payable in the Loan
Currency for value, unless otherwise agreed by the Borrower and EBRD, on the value date requested
by the Borrower in its Disbursement application and to such correspondent account in New York City,
the United States of America as the Borrower may designate in its Disbursement application (with
instructions to transfer such sums, at the Borrower’s risk and expense, to such account as the
Borrower may designate in its Disbursement application).



(c) If the due date for any payment under this Agreement would otherwise fall on a day which is not
a Business Day, then such payment shall instead be due on the next succeeding Business Day in the
same calendar month or, if there is no succeeding Business Day in the same calendar month, the
immediately preceding Business Day.



(d) EBRD shall have the right, to the fullest extent permitted by law, to set off any amount owed
by EBRD to the Borrower, whether or not matured, against any amount then due and payable by the
Borrower under any Financing Agreement, whether or not EBRD has demanded payment by the Borrower of
such amount and regardless of the currency or place of payment of either such amount. EBRD shall
have the right, to the fullest extent permitted by law, to deduct from the proceeds of any
Disbursement any charges, commissions, fees, expenses and other amounts then due and payable by the
Borrower to EBRD under any Financing Agreement.




	 	 	Section 3.11. Insufficient Payments





(a) If EBRD at any time receives less than the full amount then due and payable to it under this
Agreement, EBRD shall have the right to allocate and apply the amount received in any way or manner
and for such purpose or purposes under this Agreement as EBRD in its sole discretion determines,
notwithstanding any instruction that the Borrower may give to the contrary.



(b) The Borrower shall indemnify EBRD against any losses resulting from a payment being received,
or a claim being filed or an order or judgement being given, hereunder in a currency or place other
than the currency and place specified in Section 3.10(a). The Borrower shall pay such additional
amount as is necessary to enable EBRD to receive, after conversion to such currency at a market
rate and transfer to such place, the full amount due to EBRD hereunder in the currency and at the
place specified in Section 3.10(a).




	 	 	Section 3.12. Taxes





(a) The Borrower shall pay or cause to be paid, or reimburse EBRD on demand for, all present and
future Taxes, now or at any time hereafter levied or imposed by any Governmental Authority of any
jurisdiction out of which or through which payments hereunder are made, on or in connection with
the payment of any amounts due to EBRD under this Agreement.



(b) All payments of principal, interest and other amounts due to EBRD under this Agreement shall be
made free and clear of, and without deduction or withholding for or on account of, any Taxes;
provided, however, that, in the event that the Borrower is prevented by operation of law or
otherwise from making such payments free and clear of such deductions or withholdings, the
principal, interest or other amount (as the case may be) due under this Agreement shall be
increased to such amount as may be necessary to remit to EBRD the full amount it would have
received had such payment been made without such deductions or withholdings.



(c) The provisions of Sections 3.12(a) and 3.12(b) shall not apply to Taxes, to the extent that
such Taxes arise as a direct consequence of a Participation having been acquired by a Participant
whose principal office is located in the Country of Operation or by the permanent office or
establishment in the Country of Operation of a Participant.




	 	 	Section 3.13. Unwinding Costs





(a) If, for any reason (including, without limitation, an acceleration pursuant to Section 7.02),
any portion of the Loan becomes due and payable on a date other than the last day of an Interest
Period, the Borrower shall pay to EBRD on demand the amount, if any, by which:




(1) the interest which would have accrued on such portion of the Loan from the date on which
such portion of the Loan has become due and payable to the last day of the then current
Interest Period at a rate equal to the Interbank Rate for such Interest Period;



exceeds:




(2) the interest which EBRD would be able to obtain if it were to place an amount equal to
such portion of the Loan on deposit with a leading bank in the London interbank market for
the period commencing on the date on which such portion of the Loan has become due and
payable and ending on the last day of the then current Interest Period.



(b) If any overdue amount is paid on a date other than the last day of a Default Interest Period,
the Borrower shall pay to EBRD on demand the amount, if any, by which:




(1) the interest which would have accrued on such overdue amount from the date of receipt of
such overdue amount to the last day of the then current Default Interest Period at a rate
equal to the rate specified in Section 3.06(a)(3) for such Default Interest Period;



exceeds:




(2) the interest which EBRD would be able to obtain if it were to place an amount equal to
such overdue amount on deposit with a leading bank in the London interbank market for the
period commencing on the Business Day immediately following the date of receipt of such
overdue amount and ending on the last day of the then current Default Interest Period.



(c) The Borrower shall forthwith upon notice from EBRD reimburse EBRD for any costs, expenses and
losses incurred by EBRD or any Participant, and not otherwise recovered by EBRD under Sections
3.13(a) and 3.13(b), as a result of the occurrence of an Event of Default, a change in the duration
of any relevant Interest Period pursuant to Section 3.07(b), a change in the basis for determining
the rate of interest pursuant to Section 3.07(c), prepayment of any portion of the Loan on a date
other than the last day of an Interest Period, failure by the Borrower to pay any amount when due
hereunder, failure by the Borrower to borrow in accordance with a Disbursement application
submitted pursuant to Section 3.02 or failure by the Borrower to make any prepayment in accordance
with a notice of prepayment delivered pursuant to Section 3.09.



(d) A certificate of EBRD as to any amount payable under this Section 3.13 shall be final,
conclusive and binding on the Borrower unless shown by the Borrower to the satisfaction of EBRD to
contain manifest error.




	 	 	Section 3.14. Increased Costs





The Borrower shall, from time to time on demand of EBRD, reimburse EBRD for any net
incremental costs to EBRD of making or maintaining, or committing to make, the Loan or to any
Participant of acquiring or maintaining its Participation which result from the introduction of, or
any change in, any applicable law or any applicable guideline or policy (whether or not having the
force of law), or any change in the interpretation or application thereof by any Governmental
Authority charged with the administration thereof, subsequent to the date of this Agreement. A
certificate of EBRD or such Participant as to the amount of such net incremental costs shall be
final, conclusive and binding on the Borrower unless shown by the Borrower to the satisfaction of
EBRD to contain manifest error. Notwithstanding the foregoing, the Borrower shall not be obligated
to reimburse EBRD for any such net incremental costs which are a direct consequence of a
Participation having been acquired by a Participant whose principal office is located in the
Country of Operation or by the permanent office or establishment of a Participant in the Country of
Operation.




	 	 	Section 3.15. Illegality





Notwithstanding anything in this Agreement, if it is or becomes unlawful in any jurisdiction
for EBRD to make, maintain or fund the Loan or perform any of its obligations under this Agreement
or for any Participant to maintain or fund its Participation, then:




(1) upon request by EBRD, the Borrower shall, on the next Interest Payment Date or such
earlier date as EBRD may specify, prepay that portion of the principal amount of the Loan
which EBRD notifies to the Borrower as being affected by such change, together with all
accrued interest and other amounts payable thereon; and




(2) upon notice from EBRD, any portion of the Loan which EBRD notifies to the Borrower as
being affected by such change and which has not theretofore been disbursed shall be cancelled
immediately.




	 	 	Section 3.16. Mitigation





(a) If, in respect of EBRD or a Participant, circumstances arise which would, or with the giving of
notice would, result in:




(1) any Taxes, duties and fees or other charges becoming payable under Section 3.12, or




(2) any increased cost becoming payable under Section 3.14, or




(3) any prepayment or cancellation under Section 3.15,



then EBRD will take (and request a Participant to take) such reasonable steps as may be practicable
to mitigate the effects of such circumstances provided always that EBRD will be under no obligation
to take (or request that such Participant take) such reasonable steps if such action would be
materially adverse to the interests of EBRD or that Participant.



(b) Section 3.16(a) above, does not in any way limit the obligations of the Borrower or any other
party to any Financing Agreement.




	 	 	Section 3.17. Loan Account





EBRD shall open and maintain on its books an account in the Borrower’s name showing the
Disbursements and repayments thereof and the computation and payment of interest, charges,
commissions, fees and other amounts due and sums paid hereunder. Such account shall be final,
conclusive and binding on the Borrower as to the amount at any time due from the Borrower
hereunder, absent manifest error.



ARTICLE IV — CONDITIONS PRECEDENT





	 	 	Section 4.01. First Disbursement





The obligation of EBRD to make the first Disbursement shall be subject to the prior
fulfilment, in form and substance satisfactory to EBRD, or at the sole discretion of EBRD the
waiver, whether in whole or part and whether subject to conditions or unconditional, of the
following conditions precedent:



(a) Financing Agreements. EBRD shall have received duly executed originals of all the Financing
Agreements.



(b) Charters. EBRD shall have received certified copies of the Charters (and, if relevant,
certificates of registration and good standing) of the Borrower and any other parties to the
Financing Agreements, each as amended to date.



(c) Corporate Authorisations. EBRD shall have received certified copies of all corporate
(including, if required, shareholder) Authorisations necessary for the due execution, delivery and
performance of the Financing Agreements, and any other documents in implementation thereof, by the
Borrower and, at the request of EBRD, any other parties thereto and for the transactions
contemplated thereby, including the authorisations of the persons signing the Financing Agreements
to sign such documents and to bind the respective parties thereby.



(d) Specimen Signatures. EBRD shall have received a certificate of incumbency and authority of the
Borrower substantially in the form of Exhibit B.



(e) Governmental and Other Authorisations. EBRD shall have received certified copies of all
Authorisations, including creditors’ consents, necessary for the execution, delivery and
performance of the Financing Agreements by the Borrower and, at the request of EBRD, any other
parties thereto and for the transactions contemplated thereby, including:




(1) the borrowing by the Borrower under this Agreement;




(2) the carrying out of the Project and the Financing Plan;




(3) the remittance to EBRD of all monies payable in respect of the Financing Agreements; and




(4) the carrying on of the Project as it is presently carried on and is contemplated to be
carried on;



other than any Authorisation of a routine or minor nature which is not necessary for the
implementation of the Project at the time of the proposed Disbursement or which may only be
obtained as the Project progresses or after construction is completed and in each case which is
customarily granted in due course after timely application, and in respect of which the Borrower is
not aware of any reason for it being unable to obtain in due course such Authorisation.



(f) Insurance. EBRD shall have received an original insurance certificate from the Borrower’s
insurer or insurance broker showing that all insurance policies and endorsements required pursuant
to Section 5.04 are in full force and effect.



(g) Process Agent Appointments. EBRD shall have received written confirmation from the agents for
service of process appointed by the Borrower pursuant to the Financing Agreements of their
acceptances of such appointments.



(h) Legal Opinions. EBRD shall have received the following legal opinions regarding such matters
incident to the transactions contemplated by the Financing Agreements as EBRD reasonably requests:




(1) the in-house opinion of the Borrower;




(2) the opinion of Fabyanske, Westra, Hart & Thomson, P.A., special United States counsel to
EBRD; and




(3) the opinion of Orrick, Herrington & Sutcliffe (Europe) LLP, special English counsel to
EBRD.




	 	 	Section 4.02. All Disbursements





The obligation of EBRD to make any Disbursement shall also be subject to the fulfilment, in
form and substance satisfactory to EBRD, or at the sole discretion of EBRD the waiver, whether in
whole or part and whether subject to conditions or unconditional, of the conditions that, on the
date of the Borrower’s application for such Disbursement and on the date of such Disbursement:



(a) Continuing Validity of Documents. All agreements, documents and instruments delivered to EBRD
pursuant to Section 4.01 shall be in full force and effect and unconditional (except for this
Agreement having become unconditional, if that is a condition of any such agreement, document or
instrument).



(b) Representations and Warranties. The representations and warranties made or confirmed by the
Borrower in the Financing Agreements shall be true on and as of such dates with the same effect as
though such representations and warranties had been made on and as of such dates.



(c) No Default or Prepayment Trigger Event. No Default or Prepayment Trigger Event shall have
occurred and be continuing or shall, in the reasonable opinion of EBRD, be imminent and the
Borrower shall not, as a result of such Disbursement, be in violation of its Charter, any provision
contained in any agreement or instrument to which the Borrower is a party (including this
Agreement) or by which the Borrower is bound or any law applicable to the Borrower.



(d) No Material Adverse Change. Nothing shall have occurred which, in the reasonable opinion of
EBRD, might have a Material Adverse Effect.



(e) Use of Proceeds. The proceeds of such Disbursement shall be needed by the Borrower for the
purposes of the Project and EBRD shall have received such evidence as to the proposed utilisation
of the proceeds of such Disbursement and the utilisation of the proceeds of any prior Disbursement
as EBRD reasonably requests.



(f) Fees and Expenses. EBRD shall have received payment of all amounts due and owing to it under
the Financing Agreements, including all fees and expenses described in Section 3.04 and Section
5.12.



(g) Disbursement Application. EBRD shall have received an original of the Borrower’s timely
application for such Disbursement substantially in the form of Exhibit A which shall include,
without limitation:




(1) information about the identity and status of a Local Subsidiary to which the proceeds of
such Disbursement will be onlent in accordance with this Agreement and the application
Sub-Loan Agreement(s);




(2) information about the amount of working capital required by that Local Subsidiary for the
purposes of its Core Business;




(3) information about the Sub-Loan Agreement(s) pursuant to which the proceeds of the
Disbursement will be onlent to that Local Subsidiary;




(4) the representations and warranties by the Borrower that:




(A) it and the relevant Local Subsidiary have corporate power to enter into and perform their
respective obligations under the relevant Sub-Loan Agreement(s);




(B) it and the relevant Local Subsidiary have obtained all Authorisations in respect of the
applicable Sub-Loan Agreement(s);




(C) the obligations expressed to be assumed by it and by the relevant Local Subsidiary in the
applicable Sub-Loan Agreement(s) constitute valid and legally binding and enforceable
obligations of the Borrower and of that Local Subsidiary;




(D) the entry into and performance by it and by the relevant Local Subsidiary of the
obligations under the applicable Sub-Loan Agreement(s) will not conflict with the Borrower’s
or the relevant Local Subsidiary’s Charter, any law or regulation applicable to any of them
or any agreement or instrument to which the Borrower or such Local Subsidiary is a party or
by which the Borrower or such Local Subsidiary or any of their assets is bound; and




(E) the payment obligations of the relevant Local Subsidiary under the applicable Sub-Loan
Agreement(s) rank at least pari passu with claims of all of its other unsecured creditors of
that Local Subsidiary, except for claims mandatorily preferred by laws applicable to
companies generally.



(h) Other. EBRD shall have received such other documents and legal opinions as EBRD may reasonably
request.



ARTICLE V — AFFIRMATIVE COVENANTS




	 	 	 
	Unless EBRD otherwise agrees in writing:

	Section 5.01.

	 	Project Implementation






The Borrower shall apply the proceeds of the Loan only for purposes of the Project.




	 	 	Section 5.02. Maintenance and Continuity of Business





(a) The Borrower shall, and shall cause each Subsidiary to, maintain its corporate existence in
good standing under the laws of its state of organisation. The Borrower shall, and shall cause
each Subsidiary to, qualify and remain qualified as a foreign corporation in each jurisdiction in
which such qualification is necessary in view of its business, operations and properties, except to
the extent that failure to so qualify could not reasonably be expected to have a Material Adverse
Effect.



(b) The Borrower shall, and shall cause each Subsidiary to, conduct its business in compliance with
all applicable laws, except to the extent that failure to do so could not reasonably be expected to
result in a Material Adverse Effect or otherwise have a material adverse effect on the interests of
EBRD as a lender.



(c) The Borrower shall, at all times, comply with all money laundering laws.




	 	 	Section 5.03. Environmental and Social Compliance





The Borrower shall, and shall cause any contractor to, carry out the Project in accordance
with the applicable Environmental and Social Laws, except to the extent that failure to do so could
not reasonably be expected to have a Material Adverse Effect.




	 	 	Section 5.04. Insurance





The Borrower shall maintain, and cause each Local Subsidiary to maintain, insurance with one
or more financially sound and reputable insurance carrier or carriers reasonably acceptable to
EBRD, in such amounts (including deductibles and self insurance retention levels) and covering such
risks (including fidelity coverage) as are usually carried by companies engaged in the same or a
similar business and similarly situated, provided, however, that the Borrower may, to the extent
permitted by applicable law, provide for appropriate self-insurance with respect to workers’
compensation. The Borrower shall provide EBRD with certificates of insurance (or other evidence of
insurance acceptable to EBRD) evidencing the continuation or renewal of insurance coverage required
by this Section, within ten (10) days following the scheduled date of expiration thereof (before
giving effect to such continuation or renewal). At the request of EBRD, copies of all policies (or
such other proof of compliance with this Section as may be reasonably satisfactory) shall be
delivered to EBRD. The Borrower agrees to pay all premiums on such insurance as they become due
(including grace periods), and will not permit any condition to exist which would wholly or
partially invalidate any insurance thereon.




	 	 	Section 5.05. Accounting





(a) The Borrower shall maintain books of account and other records adequate to present fairly in
all material respects the consolidated financial position, financial performance and cash flows of
the Borrower and its Local Subsidiaries and the results of its operations (including the progress
of the Project) in conformity with Generally Accepted Accounting Principles.



(b) The Borrower shall maintain as auditors of the Borrower a firm of independent public
accountants of nationally recognised standing in its country of incorporation selected by the
Borrower and reasonably acceptable to EBRD.




	 	 	Section 5.06. Continuing Governmental and Other Authorisations





The Borrower shall obtain and maintain in force (or, where appropriate, renew) all
Authorisations required for the purposes described in Sections 4.01(c) and 4.01(e), subject,
however, to the exceptions set forth therein. The Borrower shall perform and observe all the
conditions and restrictions contained in, or imposed on the Borrower by, such Authorisations,
except to the extent that failure to do so could not reasonably be expected to result in a Material
Adverse Effect or otherwise have a material adverse effect on the interests of EBRD as a lender.




	 	 	Section 5.07. Working capital





Without prejudice to the generality of Section 5.01, the Borrower shall procure that:



(a) any working capital or other loans or advances (including, without limitation, the proceeds of
any Disbursement) as extended from time to time by the Borrower to CHS Europe or to any Local
Subsidiary for the purposes of the Project shall be extended or made solely through the Sub-Loan
Agreements and if any working capital or other loans or advances are made by the Borrower to CHS
Europe for the purposes of the Project, the Borrower shall procure that CHS Europe on-lends the
proceeds of such working capital or other loans or advances to the relevant Local Subsidiaries
solely through the Sub-Loan Agreements;



(b) at any time, the aggregate principal amount of the Loan outstanding does not exceed 35% of the
total working capital needs of the Local Subsidiaries; and



(c) all Sub-Loan Agreements shall be maintained in full force and effect and that the Borrower and
the other parties thereto perform their obligations under, and not commit any breach of or default
under, any such Sub-Loan Agreements.




	 	 	Section 5.08. Compliance with Other Obligations





The Borrower shall comply with all material agreements to which it is a party or by which it
or any of its properties or assets is bound except where failure to do so could not be reasonably
expected to have a Material Adverse Effect.




	 	 	Section 5.09. Taxes





(a) The Borrower shall pay when due all of its Taxes, including any Taxes against any of its
properties, other than Taxes which are being contested in good faith and by proper proceedings and
as to which adequate reserves have been set aside for the payment thereof, except to the extent
that failure to do so could not reasonably be expected to have a Material Adverse Effect. The
Borrower shall make timely filings of all Tax returns and governmental reports required to be filed
or submitted under any applicable law, except to the extent that failure to do so could not
reasonably be expected to have a Material Adverse Effect.



(b) The Borrower shall pay all Taxes payable on, or in connection with, the execution, issue,
delivery, registration or notarisation of any Financing Agreement or any other document related to
this Agreement . Upon notice from EBRD, the Borrower shall pay to EBRD, or reimburse EBRD for, an
amount equal to any such Taxes levied on or paid by EBRD.



	 	 	 
	Section 5.10.Financi

	 	al Ratios






	 	 	 
	The Borrower shall maintain the following financial covenants:







(a) Minimum Consolidated Net Worth. The Borrower shall at all times and measured as of the end of
each Fiscal Quarter, a Consolidated Net Worth equal to or greater than USD 2,500,000,000.



(b) Consolidated Funded Debt to Consolidated Cash Flow. Borrower shall have at all times and
measured as at the end of each Fiscal Quarter, a ratio of Consolidated Funded Debt divided by
Consolidated Cash Flow, as measured on the previous consecutive four Fiscal Quarters, of no greater
than 3.00 to 1.00.



(c) Adjusted Consolidated Funded Debt to Adjusted Consolidated Equity. Borrower shall not permit
the ratio of Adjusted Consolidated Funded Debt to Adjusted Consolidated Equity to exceed at any
time 0.80 to 1.00.



Section 5.11. Further Documents



The Borrower shall execute all such other documents and instruments and do all such other acts
and things as EBRD may determine are necessary or desirable to give effect to the provisions of the
Financing Agreements and to cause the Financing Agreements to be duly registered, notarised and
stamped in any applicable jurisdiction. The Borrower hereby irrevocably appoints and constitutes
EBRD as the Borrower’s true and lawful attorney with right of substitution (in the name of the
Borrower or otherwise) to execute such documents and instruments and to do such acts and things in
the name of and on behalf of the Borrower in order to carry out the provisions hereof .




	 	 	Section 5.12. Costs and Expenses





(a) The Borrower shall, whether or not any Disbursement is made, pay to EBRD or as EBRD may direct,
within 30 days of EBRD furnishing to the Borrower the invoice therefor (but, in any event, on or
prior to the first Disbursement in the case of costs and expenses incurred and invoiced to the
Borrower prior to the date of the first Disbursement), all out-of-pocket costs and expenses
(including, travel expenses and the fees and expenses of outside counsel to EBRD and all other
financial, accounting, engineering, environmental and social, insurance and other consulting fees
and expenses) incurred by EBRD in connection with:




(1) the assessment, preparation, negotiation and arrangement of the Loan by EBRD;




(2) the preparation, review, negotiation, execution and, where appropriate, registration and
notarisation of the Financing Agreements and any other documents related thereto;




(3) the giving of any legal opinions hereunder; and




(4) the administration and monitoring of the Financing Agreements, including visits by EBRD’s
environmental and social staff.



(b) The Borrower shall pay to EBRD or as EBRD may direct, on demand, all fees, costs and expenses
(including, legal fees and expenses) incurred by EBRD:




(1) in the determination of whether there has occurred a Default or a Prepayment Trigger
Event;




(2) in respect of the preservation or enforcement of any of its rights under any Financing
Agreement and the collection of any amount owing to EBRD; and




(3) in connection with the assessment, preparation, review, negotiation, execution and, where
appropriate, registration and notarisation of any amendment to or waiver of any Financing
Agreement or any other document related thereto.




	 	 	Section 5.13. Furnishing of Information





(a) As soon as available but, in any event, within 55 days after the end of each quarter of each
Financial Year (except the last Fiscal Quarter of the Borrower’s Financial Year), the Borrower
shall furnish to EBRD:




(1) the following financial statements or other information concerning the operations of the
Borrower and its Subsidiaries for such Fiscal Quarter, the Financial Year to date, and for
the corresponding periods of the preceding Financing Year, all prepared in accordance with
Generally Accepted Accounting Principles consistently applied: (a) a consolidated balance
sheet, (b) a consolidated summary of earnings, (c) a consolidated statement of cash flows,
and (d) such other statements as EBRD may reasonably request. Delivery to EBRD within the
time period specified above of copies of the Borrower’s Quarterly Report on Form 10-Q as
prepared and filed in accordance with the requirements of the Securities and Exchange
Commission shall be deemed to satisfy the requirements of this Subsection other than clause
(d) hereof. The Borrower shall be deemed to have complied with this Section if such
financial statements are delivered to EBRD by electronic mail, or in the case of the Form
10-Q EBRD is advised by electronic mail from the Borrower that the Form 10-Q is available on
the EDGAR system.




(2) a statement from an authorised officer of the Borrower confirming (i) the outstanding
amount of working capital financing in the Local Subsidiaries, (ii) that the proceeds of each
Disbursement have been applied for the purposes of the Project either as set out in the
Disbursement application or as set out in the Supplementary Notice, (iii) the level of the
outstanding Loan in relation to the total working capital financing of the Local Subsidiaries
and (iv) compliance with the financial ratios set out in Section 5.10.



(b) As soon as available but, in any event, within 130 days after the end of each Financial Year,
the Borrower shall furnish to EBRD one copy of the audit report for such year and accompanying
consolidated financial statements (including all footnotes thereto), including a consolidated
balance sheet, a consolidated statement of earnings, a consolidated statement of capital, and a
consolidated statement of cash flow for the Borrower and its Subsidiaries, showing in comparative
form the figures for the previous Financial Year, all in reasonable detail, prepared in conformance
with Generally Accepted Accounting Principles consistently applied and certified without
qualification by PricewaterhouseCoopers, or other independent public accountants of nationally
recognised standing selected by the Borrower and satisfactory to the EBRD. Delivery to EBRD within
the time period specified above of copies of the Borrower’s Annual Report on Form 10-K as prepared
and filed in accordance with the requirements of the Securities and Exchange Commission shall be
deemed to satisfy the requirements of this Subsection if accompanied by the required unqualified
accountant’s certification. The Borrower shall be deemed to have complied with this Section if
such financial statements are delivered to EBRD by electronic mail, or in the case of the Form 10-K
EBRD is advised by electronic mail from the Borrower that the Form 10-K is available on the EDGAR
system, in each case accompanied by an electronic copy of the signed Compliance Certificate.



(c) As soon as available but, in any event, within 130 days after the end of each Financial Year,
the Borrower shall furnish to EBRD, in the form of the reporting template attached hereto as
Exhibit D, information on compliance by the Borrower with Environmental and Social Laws in relation
to the Project.



(d) The Borrower shall promptly notify EBRD of:




(1) any proposed change to the use of the proceeds of any Disbursement, provided that such
change is always compliant with Section 5.01 by delivering to EBRD a notice substantially in
the form of Exhibit C (the “Supplementary Notice”) which shall include, without limitation:




(A) information about an alternative use of the proceeds of such Disbursement and information
about the identity and status of a Local Subsidiary to which the Borrower proposes to onlend
the proceeds of such Disbursement;




(B) information about the amount of working capital required by that Local Subsidiary for the
purposes of its Core Business;




(C) information about the Sub-Loan Agreement(s) to which that Local Subsidiary is a party and
pursuant to which the proceeds of the Disbursement will be onlent to it;




(D) the representations and warranties by the Borrower that:




(i) it and such Local Subsidiary have corporate power to enter into and perform their
respective obligations under the relevant Sub-Loan Agreement(s);




(ii) it and such Local Subsidiary have obtained all Authorisations in respect of the relevant
Sub-Loan Agreement(s);




(iii) the obligations expressed to be assumed by it and by the Local Subsidiary in the
relevant Sub-Loan Agreement(s) constitute valid and legally binding and enforceable
obligations of the Borrower and of that Local Subsidiary;




(iv) the entry into and performance by it and by that Local Subsidiary of the obligations
under the relevant Sub-Loan Agreement(s) will not conflict with the Borrower’s or that Local
Subsidiary’s Charter, any law or regulation applicable to any of them or any agreement or
instrument to which any of them is a party or by which the Borrower or that Local Subsidiary
or any of their assets is bound; and




(v) the payment obligations of that Local Subsidiary under the relevant Sub-Loan Agreement(s)
rank at least pari passu with claims of all of its other unsecured creditors of that Local
Subsidiary, except for claims mandatorily preferred by laws applicable to companies
generally;




(2) any claim made by the Borrower under any insurance policy; and




(3) any event or condition (including, any pending or threatened litigation, arbitration or
administrative proceeding and any damage to or destruction of Project facilities) which might
have a Material Adverse Effect.



(e) Immediately upon the occurrence of any Default or a Prepayment Trigger Event, the Borrower
shall give EBRD notice thereof by facsimile transmission specifying the nature of such Default or
Prepayment Trigger Event and any steps the Borrower is taking to remedy the same.



(f) Immediately upon the occurrence of any incident or accident relating to the Borrower or the
Project which has or is likely to have a significant adverse effect on the environment, or on
public or occupational health or safety, the Borrower shall inform EBRD and promptly thereafter
give EBRD notice thereof specifying the nature of such incident or accident and any steps the
Borrower is taking to remedy the same. Without limiting the generality of the foregoing,




(1) an incident or accident relates to the Project if it occurs on any site used for the
Project or, if it is caused by facilities, equipment, vehicles or vessels used for or
relating to the Project (whether or not being used on any site of the Project and whether or
not being used by authorised or unauthorised persons);




(2) an incident or accident is considered to have a significant adverse effect on the
environment or on public or occupational health or safety if:




(A) any applicable law requires notification of such incident or accident to any Governmental
Authority,




(B) such incident or accident involves fatality of any person (whether or not such person is
employed by the Borrower),




(C) more than one person (whether or not such persons are employed by the Borrower) has
received serious injury requiring hospitalisation, or




(D) such incident or accident has become, or is likely to become, public knowledge whether
through media coverage or otherwise.



(g) The Borrower shall promptly notify EBRD of any significant protest or petition by workers or
members of the public directed at or relating to the Project which might have a Material Adverse
Effect or which has become, or is likely to become, public knowledge through media coverage or
otherwise. Within ten days following any such notification, the Borrower shall submit a report
satisfactory to EBRD specifying the outcome of the Borrower’s investigation into such protest or
petition, and any steps taken, or proposed to be taken, by the Borrower to resolve the issues
raised in the protest or petition.



(h) The Borrower shall promptly notify EBRD if the Borrower obtains any information regarding a
violation of Section 2.02(f) or Section 6.04 or if any international financial institution has
imposed any sanction on the Borrower for any Prohibited Practice. If EBRD notifies the Borrower of
its concern that there has been a violation of such Section 2.02(f) or such Section 6.04, the
Borrower shall cooperate in good faith with EBRD and its representatives in determining whether
such a violation has occurred and shall respond promptly and in reasonable detail to any such
notice from EBRD and shall furnish documentary support for such response upon EBRD’s request.



(i) The Borrower shall furnish promptly to EBRD such other information as EBRD may from time to
time reasonably request (including, in order to facilitate EBRD’s evaluation of the Project). The
Borrower shall permit representatives of EBRD (including, any consultants engaged by EBRD) to visit
the Project or any of the other premises where the business of the Borrower is conducted or where
the Project is being carried out and to have access to the books of account and records of the
Borrower.



ARTICLE VI — NEGATIVE COVENANTS




	 	 	 
	Unless EBRD otherwise agrees in writing:

	Section 6.01.

	 	Transactions with Related Parties






The Borrower shall not purchase, acquire, provide, or sell any equipment, other personal
property, real property or services from or to any Subsidiary or Affiliate (except for Consolidated
Subsidiaries), except in the ordinary course and pursuant to the reasonable requirements of the
Borrower’s business and upon fair and reasonable terms no less favourable than would be obtained by
the Borrower in a comparable arm’s-length transaction with an unrelated Person.




	 	 	Section 6.02. Changes in Business, Capital and Charter





(a) The Borrower shall not (nor shall it permit any of its Consolidated Subsidiaries to) engage in
any material respects in any business activity or operations other than operations or activities
(a) in the agriculture industry, (b) in the food industry, (c) in the energy industry, (d) in the
financial services industry consisting of the financing of member cooperatives, producers and other
commercial businesses, insurance and bonding services, and hedging brokerage, in each case
conducted in the ordinary course of business or (e) which are not substantially different from or
are related to its present business activities or operations. The Borrower shall not make changes,
or permit changes to be made, to the Core Business of its Local Subsidiaries or change the nature
or scope of the Project.



(b) The Borrower shall not make changes, or permit changes to be made, to its Charter in any manner
which might have a Material Adverse Effect or would be inconsistent with the provisions of any
Financing Agreement or any other financing agreement between the Borrower and EBRD.




	 	 	Section 6.03. Sale of Assets; Merger





(a) The Borrower shall not (nor shall it permit any of its Subsidiaries to) sell, convey, assign,
lease or otherwise transfer or dispose of, voluntarily, by operation of law or otherwise, any
material part of its now owned or hereafter acquired assets during any twelve month (12) period
commencing 1 September 2010 and each 1 September thereafter, except: (a) the sale of the inventory,
equipment and fixtures disposed of in the ordinary course of business, (b) the sale or other
disposition of assets no longer necessary or useful for the conduct of its business, (c) leases of
assets to an entity which the Borrower has at least a fifty-percent (50%) interest in ownership,
profits, and governance and (d) the sale by Cofina of loans and commitments originated by it in the
ordinary course of business. For the purposes of this Section, “material part” shall mean ten
percent (10%) or more of the lesser of the book value or the market value of the assets of the
Borrower as shown on the balance sheets of the Financial Statements thereof as of 31 August
immediately preceding each such twelve (12) month measurement period.



(b) The Borrower shall not (nor shall it permit any of its Consolidated Subsidiaries to) merge or
consolidate with any entity, or acquire all or substantially all of the assets of any person or
entity, or acquire the controlling interest in any Person, change its business form from a
cooperative corporation, or commence operations under any other name, organisation or entity,
including any joint venture; provided, however, the foregoing shall not prevent any consolidation,
acquisition, or merger if after giving effect thereto:




(1) the book value of the assets of the Borrower and its Subsidiaries does not increase due
to all such mergers, consolidations or acquisitions by an aggregate amount in excess of USD
1,000,000,000 during the term of this Agreement;




(2) the Borrower is the surviving entity; and




(3) no Event of Default or Potential Default of Default shall have occurred and be
continuing.




	 	 	Section 6.04. Fraud and Corruption





The Borrower shall not, and shall not authorise or permit any of its officers, directors,
authorised employees, Affiliates, agents or representatives to, engage in with respect to the
Project or any transactions contemplated by this Agreement any Prohibited Practice.



ARTICLE VII — EVENTS OF DEFAULT





	 	 	Section 7.01. Events of Default





Each of the following events and occurrences shall constitute an Event of Default under this
Agreement:



(a) Payments. The Borrower fails to pay any principal of, or interest on, the Loan within three
(3) Business Days after the due date in accordance with this Agreement.



(b) Bankruptcy. A decree or order by a court is entered against the Borrower adjudging the
Borrower bankrupt or insolvent or ordering the winding up or liquidation of its affairs; or a
petition is filed seeking reorganisation, administration, arrangement, adjustment, composition or
liquidation of or in respect of the Borrower under any applicable law; or a receiver,
administrator, liquidator, assignee, trustee, sequestrator, secured creditor or other similar
official is appointed over or in respect of the Borrower or any substantial part of its property or
assets; or the Borrower institutes proceedings to be adjudicated bankrupt or insolvent, or consents
to the institution of bankruptcy or insolvency proceedings against it, or files a petition or
answer or consent seeking reorganisation, administration, relief or liquidation under any
applicable law, or consents to the filing of any such petition or to the appointment of a receiver,
administrator, liquidator, assignee, trustee, sequestrator, secured creditor or other similar
official of the Borrower or of any substantial part of its property, or makes an assignment for the
benefit of creditors, or admits in writing its inability to pay its debts generally as they become
due; or any other event occurs which under any applicable law would have an effect analogous to any
of the events listed in this paragraph.



(c) Breach of Section 3.09(b). The Borrower fails, after EBRD has issued a prepayment and
cancellation notice pursuant to Section 3.09(b), to prepay the Loan together with such other
amounts that are due and payable and which are outstanding as at such date within five (5) Business
Days or as otherwise specified in the notice.




	 	 	Section 7.02. Consequences of Default





If an Event of Default occurs and is continuing, then EBRD may at its option, by notice to the
Borrower, declare all or any portion of the principal of, and accrued interest on, the Loan
(together with any other amounts accrued or payable under this Agreement) to be, and the same shall
thereupon become (anything in this Agreement to the contrary notwithstanding), either:




(1) due and payable on demand; or




(2) immediately due and payable without any further notice and without any presentment,
demand or protest of any kind, all of which are hereby expressly waived by the Borrower.



ARTICLE VIII — MISCELLANEOUS





	 	 	Section 8.01. Term of Agreement





This Agreement shall continue in force until the date that the obligation of EBRD to make
Disbursements hereunder has terminated, or the Borrower has cancelled this Agreement, in accordance
with the terms hereof or, if later, until all moneys payable hereunder have been fully paid in
accordance with the provisions hereof; provided that the indemnities and warranties of the Borrower
and the provisions of Sections 3.10(a), 3.10(d), 8.04, 8.05, 8.08, 8.09, 8.10 and 8.11 shall
survive repayment of the Loan and termination of this Agreement.




	 	 	Section 8.02. Entire Agreement; Amendment and Waiver





This Agreement and the documents referred to herein constitute the entire obligation of the
parties hereto with respect to the subject matter hereof and shall supersede any prior expressions
of intent or understandings with respect to this transaction. Any amendment to, waiver by EBRD of
any of the terms or conditions of, or consent given by EBRD under, this Agreement (including, this
Section 8.02) shall be in writing, signed by EBRD and, in the case of an amendment, by the
Borrower. The parties to this Agreement may by agreement rescind or vary this Agreement without
the consent of any person that is not a party to this Agreement. In the event that EBRD waives a
condition to any Disbursement, the Borrower shall, by receiving the proceeds of such Disbursement,
be deemed to have agreed to all of the terms and conditions of such waiver.




	 	 	Section 8.03. Notices





Any notice, application or other communication to be given or made under this Agreement to
EBRD or to the Borrower shall be in writing. Except as otherwise provided in this Agreement, such
notice, application or other communication shall be deemed to have been duly given or made when it
is delivered by hand, airmail, electronic mail or facsimile transmission to the party to which it
is required or permitted to be given or made at such party’s address specified below or at such
other address as such party designates by notice to the party giving or making such notice,
application or other communication.



For the Borrower:




CHS Inc.


5500 Cenex Drive


Inver Grove Heights, MN 55077



	 	 	 
	Attention: Chief Financial Officer

	Electronic mail: john.schmitz@chsinc.com

	Fax:

	 	651-355-3743







with copies to:




CHS Inc.


5500 Cenex Drive


Inver Grove Heights, MN 55077



	 	 	 
	Attention: General Counsel

	Electronic mail: david.kastelic@chsinc.com

	Fax:

	 	651-355-4554







and:




CHS EUROPE S.A.


Avenue des Morgines 12


1213 Petit-Lancy / Switzerland




Attn. Pascal Caillat


Pascal.caillat@chsinc.com


Fax + 41 22 709 01 12



For EBRD:




European Bank for Reconstruction and Development


One Exchange Square


London EC2A 2JN


United Kingdom



	 	 	 
	Attention:

	 	Operation Administration Unit
	Fax:

Section 8.04.

	 	+44-20-7338-6100

English Language






All Financing Agreements shall be in the English language. All other documents to be
furnished or communications to be given or made under this Agreement shall be in the English
language or, if in another language, shall be accompanied by a translation into English certified
by the Borrower, which translation shall be the governing version between the Borrower and EBRD




	 	 	Section 8.05. Financial Calculations





All financial calculations to be made under, or for the purposes of, this Agreement shall be
made in accordance with Generally Accepted Accounting Principles and, except as otherwise required
to conform to the definitions contained in Article I or any other provisions of this Agreement,
shall be made using the then most recently issued quarterly Financial Statements which the Borrower
is required to furnish to EBRD from time to time under Section 5.13(a); provided, however, that:




(1) if the relevant quarterly Financial Statements should be in respect of the last quarter
of a Financial Year then, at EBRD’s option, such calculations may instead be made from the
audited Financial Statements for the relevant Financial Year; and




(2) if there should occur any material adverse change in the financial condition of the
Borrower after the end of the period covered by the relevant Financial Statements, then such
material adverse change shall also be taken into account in calculating the relevant figures.




	 	 	Section 8.06. Rights, Remedies and Waivers





(a) The rights and remedies of EBRD in relation to any misrepresentations or breach of warranty on
the part of the Borrower shall not be prejudiced by any investigation by or on behalf of EBRD into
the affairs of the Borrower, by the execution or the performance of this Agreement or by any other
act or thing which may be done by or on behalf of EBRD in connection with this Agreement and which
might, apart from this Section, prejudice such rights or remedies.



(b) No course of dealing or waiver by EBRD in connection with any condition of Disbursement under
this Agreement shall impair any right, power or remedy of EBRD with respect to any other condition
of Disbursement or be construed to be a waiver thereof.



(c) No action of EBRD in respect of any Disbursement shall affect or impair any right, power or
remedy of EBRD in respect of any other Disbursement. Without limiting the foregoing, the right of
EBRD to require compliance with any condition under this Agreement which may be waived by EBRD in
respect of any Disbursement is, unless otherwise notified to the Borrower by EBRD, expressly
preserved for the purposes of any subsequent Disbursement.



(d) No course of dealing and no delay in exercising, or omission to exercise, any right, power or
remedy accruing to EBRD upon any default under this Agreement or any other agreement shall impair
any such right, power or remedy or be construed to be a waiver thereof or an acquiescence therein.
No single or partial exercise of any such right, power or remedy shall preclude any other or
further exercise thereof or the exercise of any other right, power or remedy. No action of EBRD in
respect of any such default, or acquiescence by it therein, shall affect or impair any right, power
or remedy of EBRD in respect of any other default.



(e) The rights and remedies provided in this Agreement and the other Financing Agreements are
cumulative and not exclusive of any other rights or remedies, whether provided by applicable law or
otherwise.




	 	 	Section 8.07. Indemnification





(a) The Borrower assumes full liability for, and agrees to and shall indemnify and hold harmless
EBRD and its officers, directors, employees, agents and servants against and from, any and all
liabilities, obligations, losses, damages (compensatory, punitive or otherwise), penalties, claims,
actions, Taxes, suits, costs and expenses (including, reasonable legal counsel’s fees and expenses
and costs of investigation) of whatsoever kind and nature, including, without prejudice to the
generality of the foregoing, those arising in contract or tort (including, negligence) or by
strict liability or otherwise, which are imposed on, incurred by or asserted against EBRD or any of
its officers, directors, employees, agents or servants (whether or not also indemnified by any
other person under any other document) and which in any way relate to or arise out of, whether
directly or indirectly:




(1) any of the transactions contemplated by any Financing Agreement or the execution,
delivery or performance thereof;




(2) the operation or maintenance of the Borrower’s facilities or the ownership, control or
possession thereof by the Borrower; or




(3) the exercise by EBRD of any of its rights and remedies under any of the Financing
Agreements;



provided that EBRD shall not have any right to be indemnified hereunder for its own gross
negligence or wilful misconduct.



(b) The Borrower acknowledges that EBRD is entering into this Agreement, and has acted, solely as a
lender, and not as an advisor, to the Borrower. The Borrower represents and warrants that, in
entering into the Financing Agreements, it has engaged, and relied upon advice given to it by, its
own legal, financial and other professional advisors and it has not relied on and will not
hereafter rely on any advice given to it by EBRD.




	 	 	Section 8.08. Governing Law





This Agreement shall be governed by and construed in accordance with English law. Any
non-contractual obligations arising out of or in connection with this Agreement shall be governed
by and construed in accordance with English law.




	 	 	Section 8.09. Arbitration and Jurisdiction





(a) Any dispute, controversy or claim arising out of or relating to (1) this Agreement, (2) the
breach, termination or invalidity hereof or (3) any non-contractual obligations arising out of or
in connection with this Agreement shall be settled by arbitration in accordance with the UNCITRAL
Arbitration Rules as at present in force. There shall be one arbitrator and the appointing
authority shall be LCIA (London Court of International Arbitration). The seat and place of
arbitration shall be London, England and the English language shall be used throughout the arbitral
proceedings. The parties hereby waive any rights under the Arbitration Act 1996 or otherwise to
appeal any arbitration award to, or to seek determination of a preliminary point of law by, the
courts of England. The arbitral tribunal shall not be authorised to grant, and the Borrower agrees
that it shall not seek from any judicial authority, any interim measures or pre-award relief
against EBRD, any provisions of the UNCITRAL Arbitration Rules notwithstanding. The arbitral
tribunal shall have authority to consider and include in any proceeding, decision or award any
further dispute properly brought before it by EBRD (but no other party) insofar as such dispute
arises out of any Financing Agreement, but, subject to the foregoing, no other parties or other
disputes shall be included in, or consolidated with, the arbitral proceedings. In any arbitral
proceeding, the certificate of EBRD as to any amount due to EBRD under any Financing Agreement
shall be prima facie evidence of such amount.



(b) Notwithstanding Section 8.09(a), this Agreement and the other Financing Agreements, and any
rights of EBRD arising out of or relating to this Agreement or any other Financing Agreement, may,
at the option of EBRD, be enforced by EBRD in the courts of England and Wales or in any other
courts having jurisdiction. For the benefit of EBRD, the Borrower hereby irrevocably submits to
the non-exclusive jurisdiction of the courts of England with respect to any dispute, controversy or
claim arising out of or relating to this Agreement or any other Financing Agreement, or the breach,
termination or invalidity hereof or thereof. The Borrower hereby irrevocably designates, appoints
and empowers Trident Company Services (UK) Limited at its registered office (being, on the date
hereof, at 7 Welbeck Street, London W1G 9YE, England) to act as its authorised agent to receive
service of process and any other legal summons in England for purposes of any legal action or
proceeding brought by EBRD in respect of any Financing Agreement. Failure by a process agent to
notify the Borrower of the process will not invalidate the proceedings concerned. The Borrower
hereby irrevocably consents to the service of process or any other legal summons out of such courts
by mailing copies thereof by registered airmail postage prepaid to its address specified herein.
The Borrower covenants and agrees that, so long as it has any obligations under this Agreement, it
shall maintain a duly appointed agent to receive service of process and any other legal summons in
England for purposes of any legal action or proceeding brought by EBRD in respect of any Financing
Agreement and shall keep EBRD advised of the identity and location of such agent. Nothing herein
shall affect the right of EBRD to commence legal actions or proceedings against the Borrower in any
manner authorised by the laws of any relevant jurisdiction. The commencement by EBRD of legal
actions or proceedings in one or more jurisdictions shall not preclude EBRD from commencing legal
actions or proceedings in any other jurisdiction, whether concurrently or not. The Borrower
irrevocably waives any objection it may now or hereafter have on any grounds whatsoever to the
laying of venue of any legal action or proceeding and any claim it may now or hereafter have that
any such legal action or proceeding has been brought in an inconvenient forum.




	 	 	Section 8.10. Privileges and Immunities of EBRD





Nothing in this Agreement shall be construed as a waiver, renunciation or other modification
of any immunities, privileges or exemptions of EBRD accorded under the Agreement Establishing the
European Bank for Reconstruction and Development, international convention or any applicable law.
Notwithstanding the foregoing, EBRD has made an express submission to arbitration under Section
8.09(a) and accordingly, and without prejudice to its other privileges and immunities (including,
without limitation, the inviolability of its archives), it acknowledges that it does not have
immunity from suit and legal process under Article 5(2) of Statutory Instrument 1991, No. 757 (The
European Bank for Reconstruction and Development (Immunities and Privileges) Order 1991), or any
similar provision under English law, in respect of the enforcement of an arbitration award duly
made against it as a result of its express submission to arbitration pursuant to Section 8.09(a).




	 	 	Section 8.11. Waiver of Sovereign Immunity





The Borrower represents and warrants that this Agreement and the incurring by the Borrower of
the Loan are commercial rather than public or governmental acts and that the Borrower is not
entitled to claim immunity from legal proceedings with respect to itself or any of its assets on
the grounds of sovereignty or otherwise under any law or in any jurisdiction where an action may be
brought for the enforcement of any of the obligations arising under or relating to this Agreement.
To the extent that the Borrower or any of its assets has or hereafter may acquire any right to
immunity from set-off, legal proceedings, attachment prior to judgement, other attachment or
execution of judgement on the grounds of sovereignty or otherwise, the Borrower hereby irrevocably
waives such rights to immunity in respect of its obligations arising under or relating to this
Agreement.




	 	 	Section 8.12. Successors and Assigns; Third Party Rights





(a) This Agreement shall bind and inure to the benefit of the respective successors and assigns of
the parties hereto, except that the Borrower may not assign or otherwise transfer all or any part
of its rights or obligations under this Agreement without the prior written consent of EBRD.



(b) EBRD may sell, transfer, assign, novate or otherwise dispose of all or part of its rights or
obligations under this Agreement and the other Financing Agreements (including, by granting of
Participations or otherwise) upon the consent of the Borrower provided that such consent shall not
be unreasonably withheld or delayed and provided further that no such consent shall be required (i)
for granting Participations or the sale of any interest in the Loan whereby EBRD would continue to
be the lender of record under this Agreement; or (ii) if a Default or a Prepayment Trigger Event
has occurred and is continuing.



(c) Except as provided in Section 8.12(a) or 8.12(b), none of the terms of this Agreement are
intended to be enforceable by any third party.




	 	 	Section 8.13. Disclosure





EBRD may disclose such documents, information and records regarding the Borrower and this
transaction (including, copies of any Financing Agreements) as EBRD deems appropriate in connection
with any dispute involving the Borrower or any other party to a Financing Agreement, for the
purpose of preserving or enforcing any of EBRD’s rights under any Financing Agreement or collecting
any amount owing to EBRD or in connection with any proposed Participation or any other proposed
sale, transfer, assignment, novation or other disposal contemplated by Section 8.12.




	 	 	Section 8.14. Counterparts





This Agreement may be executed in several counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same agreement.



1



IN WITNESS WHEREOF, the parties hereto, acting through their duly authorised representatives, have
caused this Agreement to be signed in their respective names as of the date first above written.



CHS INC.



	 	 	 
	By:
	 	John Schmitz

Executive Vice President & CFO

	By:
	 	David A. Kastelic

Senior Vice-President & General Counsel







EUROPEAN BANK


FOR RECONSTRUCTION AND DEVELOPMENT



	 	 	 
	By:
	 	Peter Bryde

Deputy Director, Agribusiness








	 	 	SCHEDULE 1 — DEFINITIONS AND GUIDELINES FOR PRIVATE SECTOR OPERATIONS (FRAUD AND
CORRUPTION)





The purpose of these Guidelines is to clarify the meaning of the terms “Corrupt Practices”,
“Fraudulent Practices”, “Coercive Practices,” and “Collusive Practices” in the context of the
EBRD’s non-sovereign operations in favour of private sector projects.



1. Corrupt Practices



“Corrupt Practice” means the offering, giving, receiving or soliciting, directly or indirectly, of
anything of value to influence improperly the actions of another party. In implementing this
definition, the EBRD will be guided by the following principles:



(a) The conduct in question must involve the use of improper means (such as bribery or kickbacks)
by someone to induce another person to act or to refrain from acting in the exercise of his
duties, in order to obtain or retain business, or to obtain an undue advantage. Antitrust,
securities and other violations of law that are not of this nature fall outside of the definition
of Corrupt Practices but may still be scrutinised under alternative procedures.



(b) It is acknowledged that foreign investment agreements, concessions and other types of
contracts commonly require investors to make contributions for bona fide social development
purposes or to provide funding for infrastructure unrelated to the project. Similarly, investors
are often required or expected to make contributions to bona fide local charities. These
practices are not viewed as Corrupt Practices for purposes of these definitions, so long as they
are permitted under local law and fully disclosed in the payer’s books and records. Similarly, an
investor will not be held liable for corrupt or fraudulent practices committed by entities that
administer bona fide social development funds or charitable contributions.



(c) In the context of conduct between private parties, the offering, giving, receiving or
soliciting of corporate hospitality and gifts that are customary by internationally-accepted
industry standards shall not constitute Corrupt Practices unless the action violates applicable
law.



(d) Payment by private sector persons of the reasonable travel and entertainment expenses of
public officials that are consistent with existing practice under relevant law and international
conventions will not be viewed as Corrupt Practices.



(e) The EBRD does not condone facilitation payments whether they are criminalised or not. Such
payments, which are illegal in most countries, are dealt with in accordance with relevant local
laws and international conventions.



2. Fraudulent Practices



“Fraudulent Practice” means any action or omission, including misrepresentation, that knowingly or
recklessly misleads, or attempts to mislead, a party to obtain a financial benefit or to avoid an
obligation. In implementing this definition, the EBRD will be guided by the following principles:



(a) An action, omission, or misrepresentation will be regarded as made recklessly if it is made
with reckless indifference as to whether it is true or false. Mere inaccuracy in such information,
committed through simple negligence, is not enough to constitute a “Fraudulent Practice”.



(b) Fraudulent Practices are intended to cover actions or omissions that are directed to or
against the EBRD. The expression also covers Fraudulent Practices directed to or against an EBRD
member country in connection with the award or implementation of a government contract or
concession in a project financed by the EBRD. Frauds on, or other illegal behaviour directed
against, other third parties are not condoned. Such behaviour may represent an impediment to
doing business with EBRD.



3. Coercive Practices



“Coercive Practice” means impairing or harming, or threatening to impair or harm directly or
indirectly, any party or the property of the party to influence improperly the actions of a party.
In implementing this definition, the EBRD will be guided by the following principles:



(a) Coercive Practices are actions undertaken for the purpose of bid rigging or in connection with
public procurement or government contracting or in furtherance of a Corrupt Practice or a
Fraudulent Practice.



(b) Coercive Practices are threatened or actual illegal actions such as personal injury or
abduction, damage to property, or injury to legally recognizable interests, in order to obtain an
undue advantage or to avoid an obligation. It is not intended to cover hard bargaining, the
exercise of legal or contractual remedies or litigation in such implementation.



4. Collusive Practices



“Collusive Practice” means an arrangement between two or more parties designed to achieve an
improper purpose, including influencing improperly the actions of another party. In implementing
this definition, the EBRD will be guided by the principle that Collusive Practices are actions
undertaken for the purpose of bid rigging or in connection with public procurement or government
contracting or in furtherance of a Corrupt Practice or a Fraudulent Practice.



5. General



In implementing the foregoing definitions, the EBRD will be guided by the principle that a person
should not be liable for actions taken by unrelated third parties unless that person has
participated in the prohibited act in question.




	 	 	SCHEDULE 2 – LIST OF SUBSIDIARIES





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Date CHS Interest	 	 	 	State/	 	Foreign/	 	 
	Active/ Inactive	 	Entity Name	 	Address	 	Type	 	Business Description	 	Ownership By	 	Incorp. Date	 	Acquired	 	Fiscal End	 	Country of Incorp.	 	Domestic	 	Fed ID #
	A
	 	Ag States Agency of

Montana, Inc.
	 	5500 Cenex Drive

PO Box 64089

St. Paul, MN 55164
	 	



Corp
	 	



Insurance Agency

	 	



100% CHS
	 	



10/11/1977
	 	



10/11/1977
	 	



31-Dec
	 	



Montana
	 	



D
	 	



81-0372838
	 
	 	 
	 	 
	 	 
	 	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	A
	 	Ag States Agency,

LLC
	 	5500 Cenex Drive

PO Box 64089

St. Paul, MN 55164
	 	

LLC
	 	

Independent Insurance

Agency

	 	



100% CHS
	 	



12/27/1994
	 	



12/27/1994
	 	



31-Aug
	 	



Minnesota
	 	



D
	 	



41-1795536
	 
	 	 
	 	 
	 	 
	 	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	A
	 	Ag States

Reinsurance

Company, IC
	 	1090 Vermont Avenue

NW

Washington, DC

20005
	 	

Corp
	 	

Cell Captive Insurer of

Impact Risk Funding,

Inc., PCC

	 	



100% Impact Risk

Funding, Inc.
	 	





8/24/2010
	 	





8/24/2010
	 	





31-Aug
	 	





Washington, DC
	 	





D
	 	







	 
	 	 
	 	 
	 	 
	 	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	

	A
	 	Battle Creek/CHS,

LLC (d/ba

Progressive

Nutrition)
	 	

PO Box 56

Norfolk, NE

68702-0056
	 	

LLC
	 	

Retail feed business

	 	

50% CHS; 50% Battle

Creek Farmers

Cooperative
	 	





3/7/2001
	 	





3/7/2001
	 	





31-Aug
	 	





Delaware
	 	





D
	 	





39-2021496
	 
	 	 
	 	 
	 	 
	 	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	A
	 	CENEX AG, Inc.

(formerly FUCEI-E,

Inc.)
	 	5500 Cenex Drive

PO Box 64089

St. Paul, MN 55164
	 	

Corp
	 	

Sale of feed and seed

products.

	 	



100% CHS
	 	



10/23/1974
	 	



10/23/1974
	 	



31-Aug
	 	



Delaware
	 	



D
	 	



41-1248837
	 
	 	 
	 	 
	 	 
	 	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	A
	 	Cenex Petroleum,

Inc.
	 	5500 Cenex Drive

PO Box 64089

St. Paul, MN 55164
	 	Corp
	 	Retail sales and

distribution of

petroleum and other

related products.

	 	





100% CHS
	 	





7/11/1996
	 	





7/11/1996
	 	





	 	





Minnesota
	 	





D
	 	





41-1847046
	 
	 	 
	 	 
	 	 
	 	 

	 	 
	 	 
	 	 
	 	 	 	 
	 	 
	 	 
	A
	 	CENEX Pipeline, LLC
	 	5500 Cenex Drive

PO Box 64089

St. Paul, MN 55164
	 	

LLC
	 	

Operating Subsidiary

for pipeline operations

	 	



100% CHS
	 	



5/4/1998
	 	



5/4/1998
	 	



	 	



Minnesota
	 	



D
	 	





	 
	 	 
	 	 
	 	 
	 	 

	 	 
	 	 
	 	 
	 	 	 	 
	 	 
	 	

	A
	 	Central Montana

Propane, LLC
	 	Highway 191 North

Box 22 Lewistown,

Montana59457
	 	LLC
	 	Owning and operating a

propane wholesale and

resale operatintion

	 	53.38% CHS; 46.62%

Moore Farmers Oil

Company
	 	



9/16/1997
	 	



3/1/2000
	 	



31-Aug
	 	



Montana
	 	



D
	 	



81-0513866
	 
	 	 
	 	 
	 	 
	 	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	A
	 	CHS Canada, Inc.
	 	80 Dufferin Avenue

London, Ontario

N6A4G4
	 	Corp
	 	Holding Company for

investment in Horzion

Milling GP

	 	



100% CHS
	 	



7/18/2006
	 	



7/18/2006
	 	



31-Aug
	 	



Ontario
	 	



F
	 	



Canadian 2108362
	 
	 	 
	 	 
	 	 
	 	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	A
	 	CHS de Argentina
	 	San Martin 323

Floor 17th

Buenos Aires

Argentina
	 	

Corp
	 	

Origination and

marketing of grains and

oilseeds.

	 	



99.94% CHS; .06%

CHS-Farmco, Inc.
	 	





9/30/2009
	 	





9/30/2009
	 	





13-Dec
	 	





Argentina
	 	





F
	 	







	 
	 	 
	 	 
	 	 
	 	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	

	A
	 	CHS do Brasil Ltda.
	 	Avenida Santo Amaro

48, 3rd Floor, Ste.

31

Vila Nova Conceicao

Sao Paulo, Brazil

04506-000
	 	



LLC
	 	



Origination and

marketing of soybeans

for export to Pacific

Rim and European buyers

	 	







100% CHS
	 	







2/1/2003
	 	







2/1/2003
	 	







31-Dec
	 	







Sao Paulo

Brazil
	 	







F
	 	







Brazil

05.492.968/0001-04
	 
	 	 
	 	 
	 	 
	 	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	A
	 	CHS DU (Australia)

Pty Ltd
	 	c/o Holman Fenwick

Willan

Level 39

600 Bourke Street

Melbourne, Victoria

3000
	 	







Corp
	 	








	 	







100% CHS
	 	







6/29/2009
	 	







6/29/2009
	 	







31-Aug
	 	







New South Whales,

Australia
	 	







F
	 	







ACN 137 965 121

ABN 19 137 965 121
	 
	 	 
	 	 
	 	 
	 	
 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	A
	 	CHS Energy Canada,

Inc.
	 	5500 Cenex Drive

PO Box 64089

St. Paul, MN 55164
	 	

Corp
	 	

Petroleum; does no

business

	 	

100% CHS Inc.
	 	

6/12/1987
	 	

6/12/1987
	 	

31-Aug
	 	

Alberta, Canada
	 	

F
	 	

868230301-RC0001

Canadian 8874 8884
	 
	 	 
	 	 
	 	 
	 	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	Av. Des Morgines 12
	 	 	 	Develop financial,

trading, merchandising,

carriage, freight,

repreentation, agency,

consulting & service

	 	







	 	







	 	







	 	







	 	







	 	







	 	







Fed. No.:
	A
	 	CHS Europe SA
	 	1213 Petit-Lancy

Switzerland
	 	Corp
	 	activity in Switzerland

and in Europe

	 	84.33% CHS; 15.67%

CHSIH SA
	 	8/2/2007
	 	8/2/2007
	 	31-Aug
	 	Switzerland
	 	F
	 	CH-660-1876007-7

Ref: 09993/2007
	 
	 	 
	 	 
	 	 
	 	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	A
	 	CHS Holdings, Inc.
	 	5500 Cenex Drive

PO Box 64089

St. Paul, MN 55164
	 	Corp
	 	Rail at Joliette, ND;

formerly owned CHS Inc.

interest in Agro

Distribution LLC

	 	





100% CHS
	 	





4/20/1999
	 	





4/20/1999
	 	





31-Aug
	 	





Minnesota
	 	





D
	 	





41-1947300
	 
	 	 
	 	 
	 	 
	 	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	A
	 	CHS Hong Kong

Limited
	 	Flat/RM 5705, 57/F

The Center

99 Queen’s Road

Central, Hong Kong
	 	



Corp
	 	



Holding Company for the

PRC Investment

	 	





100% CHSIH SA
	 	





6/11/2008
	 	





6/11/2008
	 	





31-Aug
	 	





Hong Kong
	 	





F
	 	







	 
	 	 
	 	 
	 	 
	 	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	

	A
	 	CHSIH SA
	 	Av. Des Morgines 12

1213 Petit-Lancy

Switzerland
	 	Corp
	 	Holding Company for

interest in new

Multigrain JV

	 	



100% CHS
	 	



9/19/2006
	 	



9/19/2006
	 	



31-Dec
	 	



Geneva, Switzerland
	 	



F
	 	





	 
	 	 
	 	 
	 	 
	 	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	

	A
	 	CHS Inc. Iberica
	 	World Trade Center

Moll de Barcelona

Edificio

Norte-Planta 3 08039

Barcelona Spain
	 	





Corp
	 	





Marketing grains toward

Iberian Peninsula

	 	





100% CHS Europe SA
	 	





8/3/2009
	 	





8/3/2009
	 	





31-Aug
	 	





Barcelona,

Catanuna, Spain
	 	







F
	 	







ESB 65162455
	 
	 	 
	 	 
	 	 
	 	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	A
	 	CHS Inc. de Mexico
	 	Mexico City, Mexico
	 	Corp
	 	
 
	 	99% CHS; 1% St.

Paul Maritime

Corporation
	 	



2/20/2006
	 	



2/20/2006
	 	



31-Dec
	 	



Mexico
	 	



F
	 	



CIM060208N22
	 
	 	 
	 	 
	 	 
	 	
 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	A
	 	CHS Ukraine LLC
	 	67 Prospect

Peremohy Ave.

Kyiv, 03062, Ukraine
	 	LLC
	 	Purchasing,

transporting, shipping,

storing,

manufacturing,

processing, and selling

cereals, legumes, oil

crops, seeds, sugar

products, other

agricultural products

and their processed

products; Part of

Olimpex Project

	 	



















99.9% CHS Europe

SA; .1% CHSIH SA
	 	





















2/12/2008
	 	





















2/12/2008
	 	





















31-Dec
	 	





















Kyiv, Ukraine
	 	





















F
	 	





















35704808
	 
	 	 
	 	 
	 	 
	 	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	A
	 	CHS Vostok LLC
	 	25 Tramvainaya Str.,

Office 55,

Krasnodar,

Russia 350911
	 	

LLC
	 	

Russian Operating

Company, currently

dormant

	 	





100% CHS Europe SA
	 	





6/2/2008
	 	





6/2/2008
	 	





31-Dec
	 	





Russian Federation
	 	





F
	 	





2308146084
	 
	 	 
	 	 
	 	 
	 	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	A
	 	CHS (Shanghai)

Trading Co., Ltd.
	 	Room 6K

New Shanghai

International

Tower,

No. 360

South Pudong Road

Shanghai, China
	 	Corp
	 	Import, export,

wholesale and

commission agency

service (exclusive of

auction) of cereals,

oil seeds and

oleaginous fruits,

animal or vegetable

fats and oils and their

cleavage products,

prepared edible fats

and oils, sugars,

ethanol, residues and

waste from the food

industries, cotton and

fertilizers.

	 	



























100% CHS Hong Kong

Limited
	 	





























1/6/2009
	 	





























1/6/2009
	 	





























	 	





























China
	 	





























F
	 	































	 
	 	 
	 	 
	 	 
	 	 

	 	 
	 	 
	 	 
	 	 	 	 
	 	 
	 	

	A
	 	CHS-Blackfoot, Inc.
	 	477 West Highway

26, Blackfoot, ID

83221
	 	Corp
	 	Organized to transact

any and all lawful

business for which

corporations may be

incorporated under the

Idaho Business

Corporations Act.

	 	











100% CHS
	 	











3/30/2006
	 	











3/30/2006
	 	











31-Aug
	 	











Idaho
	 	











D
	 	











30-0357896
	 
	 	 
	 	 
	 	 
	 	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	A
	 	CHS-Brush, Inc.
	 	5500 Cenex Drive

PO Box 64089

St. Paul,

MN 55164
	 	Corp
	 	Any and all lawful

business of which

corporations may be

incorporated under the

Colorado Business

Corporations Act

	 	









100% CHS
	 	









10/9/2007
	 	









10/9/2007
	 	









31-Aug
	 	









Colorado
	 	









D
	 	









26-1297271
	 
	 	 
	 	 
	 	 
	 	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	A
	 	CHS-Chokio
	 	5500 Cenex Drive

Inver Grove

Heights, MN

55077-2112
	 	





Coop
	 	






	 	





100% CHS
	 	





7/28/2006
	 	





7/28/2006
	 	





31-Aug
	 	





Minnesota
	 	





D
	 	





33-1148125
	 
	 	 
	 	 
	 	 
	 	
 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	A
	 	CHS-Corsica
	 	5500 Cenex Drive

Inver Grove

Heights, MN 55077
	 	Coop
	 	Farm Supply business,

as a cooperative,

engaging in any

activity or service in

connection with the

purchase, sale and

handling of energy

products.

	 	













100% CHS
	 	













6/25/2007
	 	













6/25/2007
	 	













31-Aug
	 	













South Dakota
	 	













D
	 	













35-2303251
	 
	 	 
	 	 
	 	 
	 	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	A
	 	CHS-Fairdale
	 	5500 Cenex Drive

PO Box 64089

St. Paul, MN 55164
	 	Coop
	 	Engage in any activity

within the purposes for

which a cooperative may

be organized under

North Dakota Statute

10-15

	 	









100% CHS
	 	









8/29/2006
	 	









8/29/2006
	 	









31-Aug
	 	









North Dakota
	 	









D
	 	









33-1148124
	 
	 	 
	 	 
	 	 
	 	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	A
	 	CHS-Farmco, Inc.
	 	5500 Cenex Drive

PO Box 64089

St. Paul, MN 55164
	 	Corp
	 	Organized to transact

any and all lawful

business for which

corporations may be

incorporated under

Chapter 17 of the KSA

	 	









100% CHS
	 	









3/13/2006
	 	









3/13/2006
	 	









31-Aug
	 	









Kansas
	 	









D
	 	









61-1501377
	 
	 	 
	 	 
	 	 
	 	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	A
	 	CHS-FUCOC
	 	5500 Cenex Drive

P.O. Box 64089

St. Paul, MN

55164-0089
	 	Coop
	 	Organized for the

purpose of carrying on

a supply business, as a

cooperative, engaging

in any activity or

service in connection

with the sale of crop

inputs, energy products

and agricultural supply

products

	 	

















100% CHS
	 	

















8/14/2008
	 	

















8/14/2008
	 	

















31-Aug
	 	

















Minnesota
	 	

















D
	 	

















26-3210249
	 
	 	 
	 	 
	 	 
	 	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	A
	 	CHS-Hinton Inc.
	 	5500 Cenex Drive,

Inver Grove

Heights, MN 55077
	 	Coop
	 	Carrying on a supply

business, as a

cooperative, engaging

in any activity or

service in connection

with the sale of crop

inputs, energy products

and agricultural supply

products

	 	















100% CHS
	 	















4/8/2009
	 	















5/18/2009
	 	















	 	















Oklahoma
	 	















D
	 	















26-4708332
	 
	 	 
	 	 
	 	 
	 	 

	 	 
	 	 
	 	 
	 	 	 	 
	 	 
	 	 
	A
	 	CHS-Holdrege, Inc.
	 	5500 Cenex Drive,

Inver Grove

Heights, MN 55077
	 	Corp
	 	Carrying on a supply

business, as a

cooperative, engaging

in any activity or

service in connection

with the sale of crop

inputs, energy products

and agricultural supply

products

	 	















100% CHS
	 	















11/14/2008
	 	















11/14/2008
	 	















31-Aug
	 	















Nebraska
	 	















D
	 	















26-3845820
	 
	 	 
	 	 
	 	 
	 	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	A
	 	CHS-M&M, Inc.
	 	5500 Cenex Drive

Inver Grove

Heights, MN 55077
	 	



Corp
	 	




	 	



100% CHS
	 	



3/23/2007
	 	



3/23/2007
	 	



31-Aug
	 	



Colorado
	 	



D
	 	



20-8704763
	 
	 	 
	 	 
	 	 
	 	
 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	A
	 	CHS-Mitchell
	 	1320 West Havens

Mitchell, SD 57301
	 	Coop
	 	Carrying on a farm

supply business, as a

cooperative, engaging

in any activity or

service in connection

with the purchase, sale

and handling of energy

products.

	 	













100% CHS
	 	













4/18/2005
	 	













4/18/2005
	 	













31-Aug
	 	













South Dakota
	 	













D
	 	













75-3192388
	 
	 	 
	 	 
	 	 
	 	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	A
	 	CHS-Napoleon
	 	5500 Cenex Drive

P.O. Box 64089

St. Paul, MN

55164-0089
	 	Coop
	 	Engage in any activity

within the purposes for

which a cooperative may

be organized under

North Dakota Statute

10-15

	 	









100% CHS
	 	









11/21/2007
	 	









11/21/2007
	 	









31-Aug
	 	









North Dakota
	 	









D
	 	









26-1503181
	 
	 	 
	 	 
	 	 
	 	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	A
	 	CHS-Oklee
	 	5500 Cenex Drive

P.O. Box 64089

St. Paul, MN

55164-0089
	 	Coop
	 	Organized for the

purpose of carrying on

a grain and supply

business, as a

coopertive, engaging in

any activity or service

in connection with the

handling and marketing

of grain, as well as

the sale of crop inputs

and agricultural supply

products.

	 	





















100% CHS
	 	





















2/19/2009
	 	





















2/19/2009
	 	





















31-Aug
	 	





















Minnesota
	 	





















D
	 	





















26-4399913
	 
	 	 
	 	 
	 	 
	 	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	A
	 	CHS-St. John, Inc.
	 	5500 Cenex Drive

Inver Grove

Heights, MN 55077
	 	Corp
	 	The transaction of any

and all lawful business

for which associations

may be ncorporated

under this Chapter.

	 	







100% CHS
	 	







1/20/2009
	 	







1/20/2009
	 	







31-Aug
	 	







Washington
	 	







D
	 	







26-4192534
	 
	 	 
	 	 
	 	 
	 	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	A
	 	CHS-SWMN
	 	5500 Cenex Drive

P.O. Box 64089

St. Paul, MN

55164-0089
	 	Coop
	 	Organized for the

purposes of carrying on

a grain and supply

business, as a

cooperative, engaging

in any activity or

service in connection

with the handling and

marketing of grain, as

well as the sale of

crop inputs and

agricultural supply

products.

	 	























100% CHS
	 	























8/14/2008
	 	























8/14/02008
	 	























31-Aug
	 	























Minnesota
	 	























D
	 	























26-3210249
	 
	 	 
	 	 
	 	 
	 	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	A
	 	CHS-Walla Walla,

Inc.
	 	P.O. Box 64089

St. Paul, MN

55164-0089
	 	Coop
	 	Grain and supply

business as a

cooperative

	 	



100% CHS
	 	



11/27/2007
	 	



11/27/2007
	 	



31-Aug
	 	



Washington
	 	



D
	 	



26-1715243
	 
	 	 
	 	 
	 	 
	 	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	A
	 	CHS-Wallace County,

Inc.
	 	P.O. Box 64089

St. Paul, MN

55164-0089
	 	Corp
	 	The transaction of any

and all lawful business

of which corporations

may be incorporated

under Chapter 17 of the

Kansas Statutes

Annotated.

	 	











100% CHS
	 	











2/17/2005
	 	











2/17/2005
	 	











31-Aug
	 	











Kansas
	 	











D
	 	











43-2079564
	 
	 	 
	 	 
	 	 
	 	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	A
	 	CHS-White Lake
	 	P.O. Box 64089

St. Paul, MN

55164-0089
	 	Coop
	 	Carrying on a farm

supply business, as a

cooperative, engaging

in any activity or

service in connection

with the purchase, sale

and handling of

agronomy and energy

products.

	 	















100% CHS
	 	















11/3/2008
	 	















11/3/2008
	 	















31-Aug
	 	















South Dakota
	 	















D
	 	















26-3723196
	 
	 	 
	 	 
	 	 
	 	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	A
	 	CHS-Winger
	 	P.O. Box 64089

St. Paul, MN

55164-0089
	 	Coop
	 	Carrying on a grain and

supply business, as a

cooperative, engaging

in any activity or

service in connection

with the handling and

marketing of grain, as

well as the sale of

crop inputs and

agricultural suppy

products

	 	



















100% CHS
	 	



















4/24/2009
	 	



















4/24/2009
	 	



















31-Aug
	 	



















Minnestoa
	 	



















D
	 	



















26-4833913
	 
	 	 
	 	 
	 	 
	 	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	A
	 	Circle Land

Management, Inc.
	 	PO Box 909; Laurel,

MT 59044
	 	Corp
	 	Land Mgt. for property

around Laurel MT

refinery

	 	



100% CHS
	 	



5/5/1993
	 	



5/5/1993
	 	



	 	



Minnesota
	 	



D
	 	



41-1750051
	 
	 	 
	 	 
	 	 
	 	 

	 	 
	 	 
	 	 
	 	 	 	 
	 	 
	 	 
	A
	 	Clear Creek

Transportation, LLC
	 	c/o Marathon Oil

Co. 539 S. Main

Street Findlay,

Ohio 45840
	 	





LLC
	 	





Transporter of crude oil

	 	





100% NCRA
	 	





7/21/1958
	 	





Unknown
	 	





	 	





Kansas
	 	





D
	 	







	 
	 	 
	 	 
	 	 
	 	 

	 	 
	 	 
	 	 
	 	 	 	 
	 	 
	 	

	A
	 	Cofina Financial,

LLC
	 	5500 Cenex Drive

Inver Grove

Heights, MN 55077
	 	



LLC
	 	



Lending Services

	 	



100% CHS
	 	



2/9/2005
	 	



2/9/2005
	 	



31-Aug
	 	



Minnesota
	 	



D
	 	



20-2409352
	 
	 	 
	 	 
	 	 
	 	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	A
	 	Cofina Funding, LLC
	 	5500 Cenex Drive

Inver Grove

Heights, MN 55077
	 	

LLC
	 	

Lending Services

	 	

100% Cofina

Financial LLC
	 	



8/9/2005
	 	



8/9/2005
	 	



31-Aug
	 	



Delaware
	 	



D
	 	





	 
	 	 
	 	 
	 	 
	 	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	

	A
	 	Cofina ProFund LLC
	 	5500 Cenex Drive

Inver Grove

Heights, MN 55077
	 	

LLC
	 	

Lending Services

	 	

100% Cofina

Financial LLC
	 	



10/11/2010
	 	



10/11/2010
	 	



31-Aug
	 	



Delaware
	 	



D
	 	





	 
	 	 
	 	 
	 	 
	 	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	

	A
	 	CoGrain
	 	560 W. Grain

Terminal Rd.,

Pasco, WA 99301
	 	Coop
	 	
 
	 	54.5% CHS; 7.273%

Ritzville Warehouse

Company; 1.818%

Pendleton Grain

Growers; 36.364%

Odessa Union

Warehouse Co-op
	 	











9/21/1990
	 	











6/1/1996
	 	











	 	











Washington
	 	











D
	 	













	 
	 	 
	 	 
	 	 
	 	
 
	 	 
	 	 
	 	 
	 	 	 	 
	 	 
	 	

	A
	 	Country Hedging,

Inc.
	 	5500 Cenex Drive

PO Box 64089

St. Paul, MN 55164
	 	Corp
	 	Full service commodity

futures and option

brokerage

	 	



100% CHS
	 	



8/20/1986
	 	



8/20/1986
	 	



31-Aug
	 	



Delaware
	 	



D
	 	



41-1556399
	 
	 	 
	 	 
	 	 
	 	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	A
	 	Dakota Agronomy

Partners, L.L.C.
	 	2550 Valley Street

Minot, ND 58701
	 	LLC
	 	An agronomy LLC that

includes our SunPrairie

Grain division (Minot)

and 1 local coops

	 	

50% CHS (Sun

Prairie Grain), 50%

FUOC Minot
	 	





2/1/1999
	 	





2/1/1999
	 	





31-Dec
	 	





North Dakota
	 	





D
	 	





45-0452261
	 
	 	 
	 	 
	 	 
	 	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	A
	 	Erskine Grain

Terminal, LLC
	 	33388 190th Ave SE

PO Box 163

Erskine, MN 56535
	 	



LLC
	 	



110-car shuttle facility

	 	



100% CHS
	 	



7/19/2005
	 	



7/19/2005
	 	



31-Dec
	 	



Minnesota
	 	



D
	 	



20-3453878
	 
	 	 
	 	 
	 	 
	 	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	A
	 	Fin-Ag, Inc.
	 	4001 South Westport

Avenue

P.O. Box 88808

Sioux Falls, SD

57105
	 	Corp
	 	Provides cattle feeding

and swine financing

loans; facility

financing loans; crop

production loans, and

consulting services

	 	









100% CHS
	 	









12/17/1987
	 	









12/17/1987
	 	









31-Aug
	 	









South Dakota
	 	









D
	 	









46-0398764
	 
	 	 
	 	 
	 	 
	 	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	A
	 	Front Range

Pipeline, LLC
	 	5500 Cenex Drive

PO Box 64089

St. Paul, MN 55164
	 	

LLC
	 	

To own and operate the

Front Range Pipeline

	 	



100% CHS
	 	



3/23/1999
	 	



3/23/1999
	 	



	 	



Minnesota
	 	



D
	 	



41-1935715
	 
	 	 
	 	 
	 	 
	 	 

	 	 
	 	 
	 	 
	 	 	 	 
	 	 
	 	 
	A
	 	Harvest States

Cooperatives Europe

B.V.
	 	Dienstenstraat 15

NL 3161 GN

Rhoon The

Netherlands
	 	





LLC
	 	





Grain Marketing

	 	





100% CHS
	 	





5/9/2001
	 	





5/9/2001
	 	





31-Aug
	 	





Netherland
	 	





F
	 	







	 
	 	 
	 	 
	 	 
	 	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	

	A
	 	Impact Risk Funding

Inc., PCC
	 	1090 Vermont Avenue

NW

Washington, DC

20005
	 	



Corp
	 	



Captive Insurance

Company

	 	



100% Ag States

Agency
	 	





8/24/2010
	 	





8/24/2010
	 	





31-Aug
	 	





Washington, DC
	 	





D
	 	







	 
	 	 
	 	 
	 	 
	 	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	

	A
	 	Impact Risk

Solutions, LLC
	 	5500 Cenex Drive,

Inver Grove

Heights, MN 55077
	 	

LLC
	 	

Insurance agency

	 	

100% Ag States

Agency
	 	



6/20/2007
	 	



6/20/2007
	 	



31-Aug
	 	



Minnesota
	 	



D
	 	



26-0390110
	 
	 	 
	 	 
	 	 
	 	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	A
	 	Jayhawk Pipeline

L.L.C.
	 	2000 South Main

McPherson, KS 67460

(620) 241-2340
	 	



LLC
	 	



Transporter of Crude

	 	



100% NCRA
	 	



5/24/1994
	 	



5/24/1994
	 	



30-Sep
	 	



Kansas
	 	



D
	 	



48-1151682
	 
	 	 
	 	 
	 	 
	 	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	A
	 	Kaw Pipe Line

Company
	 	2000 South Main

McPherson, KS 67460

(620) 241-2340
	 	Corp
	 	Operates crude oil

pipeline in Central

Kansas

	 	



67% NCRA; 33% CITGO
	 	



9/13/1935
	 	



7/7/1943
	 	



30-Sep
	 	



Delaware
	 	



D
	 	





	 
	 	 
	 	 
	 	 
	 	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	

	A
	 	La Canasta of

Minnesota, Inc.
	 	5500 Cenex Drive,

Inver Grove

Heights, MN 55077
	 	Corp
	 	Sold assets 5/31/05 to

Gruma. Still own

company

	 	

100% Sparta Foods,

Inc.
	 	



11/18/1980
	 	



6/1/2000
	 	



	 	



Minnesota
	 	



D
	 	





	 
	 	 
	 	 
	 	 
	 	 

	 	 
	 	 
	 	 
	 	 	 	 
	 	 
	 	

	A
	 	Marshall Insurance

Agency, Inc.
	 	5500 Cenex Driver

Inver Grove Heights

MN 55077
	 	



Corp
	 	



Insurance Agency

	 	



100% CHS
	 	



4/1/2005
	 	



4/1/2005
	 	



	 	



Minnesota
	 	



D
	 	



83-0428017
	 
	 	 
	 	 
	 	 
	 	 

	 	 
	 	 
	 	 
	 	 	 	 
	 	 
	 	 
	A
	 	MCIC AG
	 	c/o Dr. Martin Neese

Baarerstrasse 12

Zug, Switzerland
	 	

Corp
	 	


	 	

100% CHSIH SA (eff.

9/1/10)
	 	



10/9/2006
	 	



10/9/2006
	 	



	 	



Zug, Switzerland
	 	



F
	 	





	 
	 	 
	 	 
	 	 
	 	
 
	 	 
	 	 
	 	 
	 	 	 	 
	 	 
	 	

	A
	 	McPherson

Agricultural

Products, LLC
	 	2000 South Main

McPherson, KS 67460

(620) 241-2340
	 	

LLC
	 	

Markets sulfer produced

by NCRA Refinery

	 	



100% NCRA
	 	



10/6/2004
	 	



10/6/2004
	 	



30-Sep
	 	



Kansas
	 	



D
	 	





	 
	 	 
	 	 
	 	 
	 	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	

	A
	 	Millennium Seeds

USA, LLC
	 	5500 Cenex Drive

PO Box 64089

St.

Paul, MN 55164
	 	LLC
	 	Engage in the business

of testing, producing

and marketing hybrid

sunflower seeds

	 	



50% Seeds 2000 50%

CHS Inc.
	 	





8/10/2009
	 	





8/10/2009
	 	





	 	





Delaware
	 	





D
	 	





27-1110737
	 
	 	 
	 	 
	 	 
	 	 

	 	 
	 	 
	 	 
	 	 	 	 
	 	 
	 	 
	A
	 	National

Cooperative

Refinery

Association (NCRA)
	 	2000 South Main

Mcpherson, KS 67460

(620) 241-2340
	 	Corp.
	 	Manufacturer,

marketing, and

wholesale distribution

of petroleum products.

	 	



74.5% CHS; 25.5%

Growmark and MFA
	 	





7/7/1943
	 	





7/7/1943
	 	





30-Sep
	 	





Kansas
	 	





D
	 	





48-0348003
	 
	 	 
	 	 
	 	 
	 	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	A
	 	Omega Terminal S.A.
	 	Boulevard de

Perolles 55

Case postale 144,

1705 Fribourg,

Switzerland
	 	





Corp
	 	





Swiss Company involved

in Olimpex Project

	 	





100% CHS Europe SA

(soon to be 26%)
	 	







2/25/1999
	 	







6/5/2009
	 	







31-Dec
	 	







Switzerland
	 	







F
	 	









	 
	 	 
	 	 
	 	 
	 	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	

	A
	 	Osage Pipe Line

Company
	 	2000 South Main

McPherson, KS 67460

(620) 241-2340
	 	

Corp
	 	

Crude oil pipeline in

OK and KS

	 	



100% NCRA
	 	



5/7/1975
	 	



5/7/1975
	 	



30-Sep
	 	



Delaware
	 	



D
	 	





	 
	 	 
	 	 
	 	 
	 	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	

	A
	 	Partnered

Beverages, LLC
	 	5500 Cenex Drive

Inver Grove

Heights, MN 55077
	 	

LLC
	 	

Sale of coffee through

Mountain Mud stores

	 	



100% CHS
	 	



10/11/2006
	 	



10/11/2006
	 	



31-Aug
	 	



Minnesota
	 	



D
	 	



20-5706238
	 
	 	 
	 	 
	 	 
	 	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	A
	 	PGG/HSC Feed

Company, L.L.C.
	 	300 West Feedville

Road

Hermiston, OR 97838
	 	LLC
	 	Feed Manufacturer

	 	80% CHS; 20%

Pendleton Grain

Growers
	 	



10/26/1994
	 	



10/26/1994
	 	



31-May
	 	



Oregon
	 	



D
	 	



93-1156470
	 
	 	 
	 	 
	 	 
	 	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	A
	 	PLC Insurance

Agency, Inc.
	 	5500 Cenex Drive

Inver Grove

Heights, MN

55077-2112
	 	





Corp.
	 	





Insurance Sales

	 	





100% CHS
	 	





9/30/2009
	 	





	 	





	 	





Minnesota
	 	





D
	 	





27-1031913
	 
	 	 
	 	 
	 	 
	 	 

	 	 
	 	 
	 	 	 	 	 	 
	 	 
	 	 
	A
	 	Provista Renewable

Fuels Marketing,

LLC
	 	5500 Cenex Drive

Inver Grove

Heights, MN 55077
	 	

LLC
	 	

Biofuels marketing

joint venture

	 	



100% CHS
	 	



11/4/2003
	 	



3/31/2006
	 	



31-Aug
	 	



Kansas
	 	



D
	 	



20-0364520
	 
	 	 
	 	 
	 	 
	 	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	A
	 	Southwest Crop

Nutrients, LLC
	 	710 West Trail,

Dodge City, Kansas

67801
	 	LLC
	 	to own and operate a

wholesale/retail crop

nutrient facility on

property located at

Ensign, KS

	 	58.6025% CHS;

33.33% Dodge City

Coop Exchange;

3.2258% The Plains

Equity Exchange and

Co-operative Union;

1.6129% The Elkhart

Cooperative;

1.6129% The Offerle

Cooperative Grain

and Supply Co;

1.6129% Sublette

Cooperative
	 	

















9/9/2004
	 	

















9/4/2007 CHS

acquired

Agriliance’s

interest
	 	























	 	























Kansas
	 	























D
	 	























20-1074703
	 
	 	 
	 	 
	 	 
	 	 

	 	 
	 	 
	 	 
	 	 	 	 
	 	 
	 	 
	A
	 	Sparta Foods, Inc.
	 	920 Second Avenue

South, Suite 1100,

Minneapolis, MN

55402
	 	Corp
	 	Production and

distribution of

tortilla and

value-added tortilla

products

	 	







100% CHS
	 	







7/7/1988
	 	







6/1/2000
	 	







	 	







Minnesota
	 	







D
	 	







41-1618240
	 
	 	 
	 	 
	 	 
	 	 

	 	 
	 	 
	 	 
	 	 	 	 
	 	 
	 	 
	A
	 	St. Hilaire Ag

Insurance, Inc.
	 	Box 128, St.

Hilaire, MN 56754
	 	

Corp
	 	

Insurance Company

	 	

100% CHS
	 	

2/20/1990
	 	

8/9/1996
	 	

	 	

Minnesota
	 	

	 	

41-1659238
	 
	 	 
	 	 
	 	 
	 	 

	 	 
	 	 
	 	 
	 	 	 	 
	 	 	 	 
	A
	 	St. Paul Maritime

Corporation
	 	 	 	Corp
	 	Company provides

stevedoring services at

Myrtle Grove Terminal,

and charters vessels.

	 	





100% CHSC
	 	





8/18/1995
	 	





8/18/1995
	 	





31-Aug
	 	





Minnesota
	 	





D
	 	







	 
	 	 
	 	 	 	 
	 	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	

	A
	 	The Farmer’s

Elevator Company of

Lowder
	 	5500 Cenex Drive

Inver Grove

Heights, MN 55077
	 	Corp
	 	CHS-Lowder, Inc. merged

into The Farmer’s

Elevator Company of

Lowder

	 	





100% CHS
	 	





12/20/1905
	 	





8/9/2010
	 	





	 	





Illinois
	 	





D
	 	







	 
	 	 
	 	 
	 	 
	 	 

	 	 
	 	 
	 	 
	 	 	 	 
	 	 
	 	

	A
	 	United Country

Brands LLC
	 	5500 Cenex Drive

PO Box 64089

St. Paul, MN 55164

and 3315 North Oak

Trafficway Kansas

City, MO 64116
	 	





LLC
	 	





Holding Company for

membership interests in

Agriliance LLC

	 	









100% CHS
	 	









1/5/2000
	 	









1/5/2000
	 	









31-Aug
	 	









Delaware
	 	









D
	 	









41-1961040
	 
	 	 
	 	 
	 	 
	 	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	A
	 	Western Feed, LLC
	 	Western Feed, LLC 

P.O. Box 426 

Morrill, NE  69358
	 	LLC
	 	Feed Business

	 	50% CHS; 50%

Western Cooperative

Company
	 	



2/28/2008
	 	



2/28/2008
	 	



	 	



Minnesota
	 	



D
	 	



26-2111198
	 
	 	 
	 	 
	 	 
	 	 

	 	 
	 	 
	 	 
	 	 	 	 
	 	 
	 	 






EXHIBIT A — FORM OF DISBURSEMENT APPLICATION

[To Be Typed on Letterhead of the Borrower]




[Date]




European Bank for Reconstruction and Development


One Exchange Square


London EC2A 2JN


United Kingdom



	 	 	 
	Attention:
	 	Operation Administration Unit

	Subject:
	 	Operation No. 41819

Disbursement Application No.   1







Dear Sir/Madam:



1. Please refer to the revolving loan agreement dated [      ] (the “Loan Agreement”) between
CHS Inc. (the “Borrower”) and European Bank for Reconstruction and Development (“EBRD”).



2. Expressions defined in the Loan Agreement shall bear the same meanings herein.



3. We hereby request the following Disbursement in accordance with the provisions of the Loan
Agreement:



	 	 	 
	Loan

Currency required:

Amount (in figures and words):

	 	[Tranche 1 Loan] [Tranche 2 Loan]

USD

     






      



	 	 	 
	Value Date:

	 	[As soon as possible, on a date selected by

EBRD in its discretion, but not later

than]2

     3
	Payment Instructions ([Borrower’s]4 Banking Details):

	[Borrower’s] Account Name:

[Borrower’s] Bank Name:

[Borrower’s] Bank Address:

	 	     

     

     






      



      




[Borrower’s] Bank Correspondent Details:



	 	 	 
	Correspondent’s Name:5

Correspondent’s Address:

	 	     

     







      




      



	 	 	 
	[Borrower’s] Bank’s Account Name:

Reference:

	 	     

     






4. For the purposes of Section 4.02 of the Loan Agreement, we hereby represent and warrant that:



(a) all agreements, documents and instruments delivered to EBRD pursuant to Section 4.01 of the
Loan Agreement are in full force and effect and unconditional (except for the Loan Agreement having
become unconditional, if that is a condition of any such agreement);



(b) except for the representations and warranties set forth in section 2.02(c) and in the first
sentence of section 2.02(b), the representations and warranties made by the Borrower in the
Financing Agreements and deemed repeated on the date hereof thereunder are true on and as of the
date hereof with the same effect as though such representations and warranties had been made on and
as of the date hereof;



(c) no Default or a Prepayment Trigger Event has occurred and is continuing or is imminent;



(d) the Borrower will not, as a result of such Disbursement, be in violation of its Charter, any
provision contained in any agreement or instrument to which the Borrower is a party (including the
Loan Agreement) or by which the Borrower is bound or any law applicable to the Borrower;



(e) nothing has occurred which might have a Material Adverse Effect;



(f) the proceeds of such Disbursement are needed by the Borrower for the purposes of the Project
and that:




(1) the proceeds of the Disbursement will be onlent to [name of Local Subsidiary] which is [a
company incorporated under the laws of [insert country of incorporation] (company number [ ])
[and which is a fully-owned Subsidiary of CHS Europe];




(2) the amount of working capital required by [name of Local Subsidiary] for the purposes of
its Core Business is [ ]; and




[(3) the proceeds of the Disbursement will be onlent by the Borrower to [name of Local
Subsidiary] under the [Sub-Loan Agreement] dated [ ] entered into the Borrower and [name of
Local Subsidiary] for the purposes of the Project (the “Sub-Loan Agreement”);]




[(3) the proceeds of the Disbursement will be onlent by the Borrower to CHS Europe under the
[Sub-Loan Agreement] dated [ ] entered into by the Borrower and CHS Europe for the purposes
of the Project which will further be onlent by CHS Europe to [name of Local Subsidiary] under
the [Sub-Loan Agreement] dated [ ] entered into by CHS Europe and [name of Local Subsidiary]
for the purposes of the Project (collectively the “Sub-Loan Agreements”);]6



(g) each of the Borrower[, CHS Europe] and [name of Local Subsidiary] has the corporate power
to enter into, and perform its obligations under, the Sub-Loan Agreement[s] [to which it is a
party];



(h) the Sub-Loan Agreement[s] to which the Borrower[, CHS Europe] and [name of Local Subsidiary] is
a party have been duly authorised by the Borrower[, CHS Europe] and [name of Local Subsidiary], as
applicable. The Sub-Loan Agreement[s] [has][have] been duly executed by the Borrower[, CHS Europe]
and [name of Local Subsidiary] and [each of] the Sub-Loan Agreement[s] constitutes valid and
legally binding obligations of each of the parties thereto, enforceable in accordance with their
respective terms. The making of the Sub-Loan Agreement[s] and the compliance with the terms
thereof:




(1) will not result in violation of the Charter of the Borrower[, CHS Europe] or [name of
Local Subsidiary] or any provision contained in any law applicable to the Borrower[, CHS
Europe] or [name of Local Subsidiary];




(2) will not conflict with or result in the breach of any provision of, or require any
consent under, or result in the imposition of any Lien under, any agreement or instrument to
which the Borrower[, CHS Europe] or [name of Local Subsidiary] is a party or by which the
Borrower[, CHS Europe] or [name of Local Subsidiary] or any of their assets is bound; and




(3) will not constitute a default or an event which, with the giving of notice, the passage
of time or the making of any determination (or any combination thereof), would constitute a
default under any such agreement or instrument.



(i) no Authorisations from any Governmental Authority are required for the due execution, delivery
or performance by the Borrower[, CHS Europe] or [name of Local Subsidiary] of the Sub-Loan
Agreement[s]; and



(j) the payment obligations of [each of CHS Europe and] [name of Local Subsidiary] under the
Sub-Loan Agreement[s] rank at least pari passu with claims of all of its other unsecured and
unsubordinated creditors, except for claims mandatorily preferred by laws applicable to companies
generally.



5. The representations and warranties made in paragraph 4 above will continue to be true on and as
of the date of such Disbursement with the same effect as though such representations and warranties
had been made on and as of the date of such Disbursement. If any such representation or warranty
is no longer true on or prior to or as of the date of such Disbursement, we shall immediately
notify EBRD and shall, upon demand by EBRD, repay any amount which has been or is disbursed by EBRD
in respect of such Disbursement.



Yours faithfully,



CHS INC.



	 	 	 
	By:

	 	     

Authorised Representative7






EXHIBIT B — FORM OF CERTIFICATE OF INCUMBENCY AND AUTHORITY

[To Be Typed on Letterhead of the Borrower]




[Date]




European Bank for Reconstruction and Development


One Exchange Square


London EC2A 2JN


United Kingdom



	 	 	 
	Attention:
	 	Operation Administration Unit

	Subject:
	 	Operation No. 41819

Certificate of Incumbency and Authority8







Dear Sir/Madam:



With reference to the revolving loan agreement dated [      ] (the “Loan Agreement”) between
CHS Inc (the “Borrower”) and European Bank for Reconstruction and Development (“EBRD”), I,
the undersigned Assistant Secretary of the Borrower, duly authorised by its Board of Directors,
hereby certify that the following are the names, offices and true specimen signatures of the
persons, any one of whom is and will continue to be (until EBRD has received actual written notice
from the Borrower that they or any of them no longer continue to be) authorised, on behalf of the
Borrower, individually:




	(1)	 	to sign the Loan Agreement, any Disbursement applications, certifications, letters or other
documents to be provided under the Loan Agreement and any other agreements to which EBRD and
the Borrower may be party in connection therewith; and






	(2)	 	to take any other action required or permitted to be taken by the Borrower under the Loan
Agreement or any other agreement to which EBRD and the Borrower may be party in connection
therewith:





	 	 	 	 	 
	NAME	 	OFFICE	 	SPECIMEN SIGNATURE
	     

	 	     
	 	     
	     

	 	     
	 	     
	     

	 	     
	 	     
	     

	 	     
	 	     






I further certify that disbursements under the Loan Agreement should be made to the following
account (or such other account as the Borrower may from time to time designate by notice to EBRD):




Payment Instructions ([Borrower’s]9 Banking Details):



	 	 	 
	[Borrower’s] Account Name:

[Borrower’s] Bank Name:

[Borrower’s] Bank Address:

	 	     

     

     






      



      




[Borrower’s] Bank Correspondent Details:



	 	 	 
	Correspondent’s Name:10

Correspondent’s Address:

	 	     

     







      




      



	 	 	 
	[Borrower’s] Bank’s Account Name:

Reference:

	 	     

     






IN WITNESS WHEREOF, I have signed my name on the date first above written.



Yours faithfully,



CHS INC.



	 	 	 	 	 
	By:	 	______________________________

	 	 	Name:

	 	

	 	 	Title:

	 	Assistant Secretary






EXHIBIT C — FORM OF SUPPLEMENTARY NOTICE

[To Be Typed on Letterhead of the Borrower]




[Date]




European Bank for Reconstruction and Development


One Exchange Square


London EC2A 2JN


United Kingdom



	 	 	 
	Attention:
	 	Operation Administration Unit

	Subject:
	 	Operation No. 41819

Supplementary Notice No.   







Dear Sir/Madam:



1. Please refer to the revolving loan agreement dated [      ] (the “Loan Agreement”) between
CHS Inc. (the “Borrower”) and European Bank for Reconstruction and Development (“EBRD”) and to the
Disbursement application No.   .



2. Expressions defined in the Loan Agreement shall bear the same meanings herein.



3. Pursuant to Section 5.13(d)(1) of the Loan Agreement, we hereby notify you of the proposed
change to the use of the proceeds of the Disbursement requested in the Disbursement application No.
     which will be used for the purposes of the Project as follows:




(1) the proceeds of the Disbursement will be onlent to [name of Local Subsidiary] which is [a
company incorporated under the laws of [insert country of incorporation] (company number [ ])
[and which is a fully-owned Subsidiary of CHS Europe];




(2) the amount of working capital required by [name of Local Subsidiary] for the purposes of
its Core Business is [ ]; and




[(3) the proceeds of the Disbursement will be onlent by the Borrower to [name of Local
Subsidiary] under the [Sub-Loan Agreement] dated [ ] entered into the Borrower and [name of
Local Subsidiary] for the purposes of the Project (the “Sub-Loan Agreement”);]




[(3) the proceeds of the Disbursement will be onlent by the Borrower to CHS Europe under the
[Sub-Loan Agreement] dated [ ] entered into by the Borrower and CHS Europe for the purposes
of the Project which will further be onlent by CHS Europe to [name of Local Subsidiary] under
the [Sub-Loan Agreement] dated [ ] entered into by CHS Europe and [name of Local Subsidiary]
for the purposes of the Project (collectively the “Sub-Loan Agreements”);]11



4. For the purposes of Section 5.13(d)(1) of the Loan Agreement, we hereby represent and
warrant that:



(a) each of the Borrower[, CHS Europe] and [name of Local Subsidiary] has the corporate power to
enter into, and perform its obligations under, the Sub-Loan Agreement[s] [to which it is a party];



(b) the Sub-Loan Agreement[s] to which the Borrower[, CHS Europe] and [name of Local Subsidiary] is
a party have been duly authorised by the Borrower[, CHS Europe] and [name of Local Subsidiary], as
applicable. The Sub-Loan Agreement[s] [has][have] been duly executed by the Borrower[, CHS Europe]
and [name of Local Subsidiary] and [each of] the Sub-Loan Agreement[s] constitutes valid and
legally binding obligations of each of the parties thereto, enforceable in accordance with their
respective terms. The making of the Sub-Loan Agreement[s] and the compliance with the terms
thereof:




(1) will not result in violation of the Charter of the Borrower[, CHS Europe] or [name of
Local Subsidiary] or any provision contained in any law applicable to the Borrower[, CHS
Europe] or [name of Local Subsidiary];




(2) will not conflict with or result in the breach of any provision of, or require any
consent under, or result in the imposition of any Lien under, any agreement or instrument to
which the Borrower[, CHS Europe] or [name of Local Subsidiary] is a party or by which the
Borrower[, CHS Europe] or [name of Local Subsidiary] or any of their assets is bound; and




(3) will not constitute a default or an event which, with the giving of notice, the passage
of time or the making of any determination (or any combination thereof), would constitute a
default under any such agreement or instrument.



(c) no Authorisations from any Governmental Authority are required for the due execution, delivery
or performance by the Borrower[, CHS Europe] or [name of Local Subsidiary] of the Sub-Loan
Agreement[s]; and



(d) the payment obligations of [each of CHS Europe and] [name of Local Subsidiary] under the
Sub-Loan Agreement[s] rank at least pari passu with claims of all of its other unsecured and
unsubordinated creditors, except for claims mandatorily preferred by laws applicable to companies
generally.



5. The representations and warranties made in paragraph 4 above will continue to be true on and as
of the date of the Disbursement referred to above being made or onlent under the [relevant]
Sub-Loan Agreement with the same effect as though such representations and warranties had been made
on and as of the date of hereof. If any such representation or warranty is no longer true on or
prior to or as of the date of such Disbursement, we shall immediately notify EBRD and shall, upon
demand by EBRD, repay any amount which has been or is disbursed by EBRD in respect of such
Disbursement.



Yours faithfully,



CHS INC.



	 	 	 
	By:

	 	     

Authorised Representative12






EXHIBIT D — FORM OF REPORTING TEMPLATE RELATING TO THE COMPLIANCE OF THE BORROWER WITH

ENVIRONMENTAL AND SOCIAL LAWS





	 	 	





Annual Environmental & Social Report  — CHS Seasonal Financing/Joint Venture



	 
	Company Details
	Company Name:
	Company Address:
	Country:
	Town/Location:
	Company authorized representative (e.g. Environmental Manager):

	I certify that the data contained in this report completely and accurately

represents operations during this reporting period.

Signature:

	Title: Date:

	Contact Details

Telephone:

	Mobile:

	E-mail:

	 







Reporting Period:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	General

	 

	In relation to the Project have there been any
accidents or environmental or social incidents that
have caused damage, brought about injuries or
fatalities, affected project labour or local
communities, affected cultural property, or created
liabilities for the company?
	 	Yes •

No •	 	If yes, please describe, including details of actions to
repair and prevent reoccurrence:
	 
	 	 	 	 
	Is the Project materially compliant with all
applicable environmental and social laws and
regulations?
	 	Yes •

No •	 	If No, please provide details of any material
non-compliances:
	 
	 	 	 	 
	How many inspections were received from the local
environmental authorities during the reporting
period?
	 	Number:	 	Please provide details of these visits:
	 
	 	 	 	 
	How many inspections were received from the local
health and safety authorities during the reporting
period?
	 	Number:	 	Please provide details of these visits:
	 
	 	 	 	 
	How many inspections were received from the local
labour authorities during the reporting period?
	 	Number:	 	Please provide details of these visits
	 
	 	 	 	 
	Have these visits resulted in any penalties, fines
and/or corrective action plans?
	 	Yes •

No •	 	If yes, please describe
	 
	 	 	 	 
	Have any operations been reduced, temporarily
suspended or closed down due to environmental, health
and safety or labour reasons?
	 	Yes •

	 	 	 	 	 	 	 	 
	 
	 	 	 	 
	Health and Safety Data

	 

	Fatalities13	 	Number:	 	Total Lost Time

Accidents

(including

vehicular)14	 	Number:
	 	 	 	 	 	 	 
	Total number of
lost workdays15
resulting from
incidents.	 	Number:	 	Total man-hours

worked this

reporting period:	 	Number:
	 	 	 	 	 	 	 
	Incidence during

this reporting

period:	 	Number:
[Incidence = total lost workdays/total hours worked]	 	Incidence

during the previous

reporting period:	 	Number:
[Incidence =

total lost

workdays/total

hours worked]
	 	 	 	 	 	 	 
	In relation to the Project please summarise any health and safety training that has been provided for company personnel during the report period:

	Human Resources Management in relation to the Project

	 

	During the reporting period,
have there been any changes to
Company policies or terms and
conditions in the following areas:
• Non-discrimination and equal
opportunity
• Bullying and harassment,
including sexual harassment
• Personal Time Off
• Grievance mechanism for
workers
• Health & safety
	 	Yes •

No •	 	If yes, please give details:
	 
	 	 	 	 
	Were there any collective
redundancies during the reporting
period?
	 	Yes •
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 
	Are there any planned redundancies
or additions to the workforce in the
next year?
	 	Yes •

No •	 	If yes, please describe the redundancy plan, including reasons for
redundancies, number of workers involved, and selection and consultation
process:
	 
	 	 	 	 
	Have employees raised any grievances
with the Project during the
reporting period?
	 	Yes •

No •	 	If yes, please state how many (disaggregated by gender), summarise the issues
raised in grievances and explain how the Company has addressed them:
	 
	 	 	 	 
	Have there been any strikes or other
collective disputes related to
labour and working conditions at the
Company in the reporting period?
	 	Yes •

No •	 	If yes, please summarise nature of disputes and how they were resolved
	 
	 	 	 	 
	Have there been any court cases
related to labour issues during the
reporting period?
	 	Yes •

No •	 	If yes, please summarise the issues contested and outcome.
	 
	 	 	 	 
	Stakeholder Engagement

	 

	How many complaints or grievances if any did the Project receive from members of the public or civil society organisations during the reporting
period? Summarise any issues raised in the complaints or grievances and explain how they were resolved:

	 

	Please summarise any meetings held with members of the public or public organisations during the report period:

	 

	Please summarise any information provided to members of the public and other stakeholders during the report period relating to environmental, social or
safety issues:

	Community Interaction and Development

	 

	Please summarise any social or community development initiatives in relation to the Project undertaken by the company during the reporting period:







EXHIBIT E — FORM OF COMPLIANCE CERTIFICATE

[To Be Typed on Letterhead of the Borrower]




[Date]




European Bank for Reconstruction and Development


One Exchange Square


London EC2A 2JN


United Kingdom



	 	 	 
	Attention:
	 	Operation Administration Unit

	Subject:
	 	Operation No. 41819

Supplementary Notice No.   







Dear Sir/Madam:



1. Please refer to the revolving loan agreement dated [      ] (the “Loan Agreement”) between
CHS Inc. (the “Borrower”) and European Bank for Reconstruction and Development (“EBRD”).



2. Expressions defined in the Loan Agreement shall bear the same meanings herein.



3. As required by Section 5.13(b) of the Loan Agreement, a review of the activities of the Borrower
for the Financial Year ending       , 201       (the “Fiscal Period”) has been made under my
supervision with a view to determine whether the Borrower has kept, observed, performed and
fulfilled all of its obligations under the Loan Agreement and all other agreements and undertakings
contemplated thereby, and to the best of my knowledge, and based upon such review, I certify that
no event has occurred which constitutes, or which with the passage of time or service of notice, or
both, would constitute an Event of Default, a Potential Event of Default or a Prepayment Trigger
Event as defined in the Loan Agreement.



4. I further certify that the amounts set forth on the attachment, to the best of my knowledge
accurately present amounts required to be calculated on a consolidated basis by financial covenants
of the Loan Agreement as of the last day of the Fiscal Period (unless expressly specified herein).



Yours faithfully,



CHS INC.



	 	 	 
	By:

	 	     

Chief Financial Officer






1 Each application must be numbered in series.



2 If the disbursement is required for a specific value
date, this bracketed language may be deleted.



3 This date must not be earlier than 10 Business Days
after the disbursement application is delivered to EBRD.



4 Delete if the proceeds of a Disbursement will be
credited to a bank account of CHS Europe.



5 Name of bank in [      ].



6 Delete as appropriate.



7 As named in the Certificate of Incumbency and
Authority



8 Designation may be changed by the Borrower at any
time by providing a new Certificate of Incumbency and Authority to EBRD.



9 Delete if the proceeds of a Disbursement will be
credited to a bank account of CHS Europe.



10 Name of bank in [      ].



11 Delete as appropriate.



12 As named in the Certificate of Incumbency and
Authority



13 If you have not already done so, please provide
a separate report detailing the circumstances of each fatality.



14 Incapacity to work for at least one full workday beyond
the day on which the accident or illness occurred.



15 Lost workdays are the number of workdays (consecutive or
not) beyond the date of injury or onset of illness that the employee was away
from work or limited to restricted work activity because of an occupational
injury or illness.




2