exv10w15






Exhibit 10.15




Execution Version




AMENDMENT No. 3

TO

NOTE PURCHASE AND PRIVATE SHELF AGREEMENT




     THIS AMENDMENT No. 3 TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT (this “Amendment”) is made
to the Note Purchase and Private Shelf Agreement dated as of April 13, 2004 (as amended pursuant to
Amendment No. 1 to Note Purchase and Private Shelf Agreement dated as of April 9, 2007 and
Amendment No. 2 to Note Purchase and Private Shelf Agreement dated as of January 18, 2008, the
“Note Agreement”) among CHS Inc. (formerly known as Cenex Harvest States Cooperatives), a nonstock
agricultural cooperative organized under the laws of the State of Minnesota (the “Company”) and
Prudential Investment Management, Inc., (“PIM”), The Prudential Insurance Company of America, ING
Life Insurance and Annuity Company, United of Omaha Life Insurance Company, Reliastar Life
Insurance Company, Mutual of Omaha Insurance Company and each Prudential Affiliate which becomes
party thereto in accordance with the terms of such agreement (jointly the “Purchasers”). This
Amendment shall be effective as of the time determined in accordance with in Section 13 below.



     WHEREAS, the Company has requested that the holders of the Notes agree to certain amendments
to the Note Agreement as set forth below; and



     WHEREAS, the Company and holders of the Notes signing this Amendment desire to amend the Note
Agreement as set forth below.



     NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby
acknowledged, including the mutual promises and agreements contained herein, the parties hereto
hereby agree as follows:


1. Definitions. Capitalized terms used herein without definition shall have the definition given
to them in the Note Agreement if defined therein.



2. Uncommitted Facility. The Company and Prudential expressly agree and acknowledge that, as of
the date hereof, the Available Facility Amount is $150,000,000. NOTWITHSTANDING THE FOREGOING,
THIS AMENDMENT AND THE AGREEMENT HAVE BEEN ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER
PRUDENTIAL NOR ANY PRUDENTIAL AFFILIATE SHALL BE OBLIGED TO MAKE OR ACCEPT OFFERS TO PURCHASE SHELF
NOTES, OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF SHELF NOTES,
AND





 









 








THE
FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY PRUDENTIAL OR ANY PRUDENTIAL AFFILIATE.



3. Amendment to Paragraph 2B(2). Paragraph 2B(2) of the Note Agreement is amended to delete in its
entirety clause (i) thereof and to substitute therefore the following: “(i) November 1, 2013,”.



4. Amendment to Paragraph 5A(i). Paragraph 5A(i) of the Note Agreement is amended to delete “45”
and substitute “55” therefore.



5. Amendment to Paragraph 5A(ii). Paragraph 5A(ii) of the Note Agreement is amended to delete “90”
and substitute “130” therefore.



6. Amendment to Paragraph 5D. Paragraph 5D is amended by deleting paragraph 5D in its entirety and
substituting therefore a new paragraph 5D to read as follows:





     “5D. Covenant to Secure Notes Equally. The Company covenants that, if it or
any Subsidiary shall create or assume any Lien upon any of its property or assets,
whether now owned or hereafter acquired (excluding cash collateral resulting from
application of Section 4.6(b) of the Primary Bank Facility, but only to the extent
and for so long as no Default or Event of Default has occurred and is continuing
and no “Potential Default” or “Event of Default” has occurred and is continuing
under and as defined in the Primary Bank Facility), other than Liens permitted by
the provisions of paragraph 6D (unless prior written consent to the creation or
assumption thereof shall have been obtained pursuant to paragraph 11C), it will
make or cause to be made effective provision whereby the Notes will be secured by
such Lien equally and ratably with any and all other Debt thereby secured so long
as any such other Debt shall be so secured.”


7. Amendment to Paragraph 5K. Paragraph 5K is amended by deleting paragraph 5K in its entirety and
substituting therefore a new paragraph 5K to read as follows:





“5K. Lines of Business. The Company covenants that it shall not, and shall not
permit any of its consolidated Subsidiaries to, engage in any material respects in
any business activity or operations other than operations or activities (i) in the
agriculture industry, (ii) in the food industry, (iii) in the energy industry,
(iv) 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 (v) which are not substantially different from or are related to its
present business activities or operations.”


8. Amendment to Paragraph 6B. Paragraph 6B is amended by deleting paragraph 6B(1) in its entirety
and substituting therefore a new paragraph 6B(1) to read as follows:







 









 









     “6B(1). Minimum Consolidated Net Worth. The Company shall have at all times
and measured as of the end of each fiscal quarter, a Consolidated Net Worth equal
to or greater than the greater of: (i) $2,500,000,000 and (ii) the minimum level
of Consolidated Net Worth (or comparable term however defined) that the Company is
then required to maintain under the Company’s Primary Bank Facility without
causing a default or event of default thereunder.”


9. Amendment to Paragraph 6D. Paragraph 6D is amended by deleting the final sentence in paragraph
6D in its entirety and substituting therefore a new final sentence to paragraph 6D to read as
follows:





“For the avoidance of doubt, the Company acknowledges that it will not, and will
not permit any Subsidiary to, secure or grant any Liens in respect of the Primary
Bank Facility (excluding cash collateral resulting from application of Section
4.6(b) of the Primary Bank Facility, but only to the extent and for so long as no
Default or Event of Default has occurred and is continuing and no “Potential
Default” or “Event of Default” has occurred and is continuing under and as defined
in the Primary Bank Facility), unless an equal and ratable Lien is granted in
respect of the Notes.”


10. Amendment to Paragraph 6I. Paragraph 6I is amended by deleting paragraph 6I in its entirety
and substituting therefore a new paragraph 6I to read as follows:





     “6I. Subsidiary Preferred Stock. The Company covenants that it will not, and
will not permit any Subsidiary of the Company to, issue or permit to be
outstanding any class of capital stock which has priority over any other class of
capital stock of such Subsidiary as to dividends or in liquidation, except to the
Company or to a Wholly-Owned Subsidiary of the Company.”


11. Amendment to Paragraph 10B. Paragraph 10B is amended by deleting the definition of
“Consolidated Net Worth” in its entirety and substituting therefore a new definition of
“Consolidated Net Worth” to read as follows:





     ““Consolidated Net Worth” shall mean, 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 Company and its consolidated Subsidiaries,
excluding (i) accumulated other comprehensive income (or loss) and (ii)
non-controlling interests, all as determined in accordance with GAAP.”


12. Company Representations. The Company hereby represents and warrants that this Amendment has
been duly authorized, executed and delivered by it and that, both before and after giving effect to
this Amendment, (a) each representation and warranty set forth in paragraph 8 of the Note Agreement
is true and correct as of the date of execution and delivery of this Amendment by the Company with
the same effect as if






 









 







made on such date (except to the extent such representations and warranties expressly refer to an
earlier date, in which case they were true and correct as of such earlier date), and (b) no Default
or Event of Default has occurred and is continuing under the Note Agreement.



13. Effective Date. This Amendment shall become effective as of November 1, 2010 provided that it
has been executed by the Company and each of the Purchasers and copies hereof as so executed shall
have been delivered to the holders of the Notes.



14. General Provisions. The Note Agreement, except as expressly modified herein, shall continue in
full force and effect and shall continue to be binding upon the parties thereto. The execution,
delivery and effectiveness of the Amendment shall not operate as a waiver of any right, power or
remedy of the Purchasers under the Note Agreement, nor constitute a waiver of any provision of the
Note Agreement.



15. Reference to and Effect on Note Agreement. Upon the effectiveness of this Amendment, each
reference to the Note Agreement in any other document, instrument or agreement shall mean and be a
reference to the Note Agreement as modified by this Amendment.



16. Governing Law. This Amendment shall be construed and enforced in accordance with, and the
rights of the parties shall be governed by, the laws of the State of Illinois.



17. Counterparts. This Amendment may be executed in any number of counterparts and by different
parties to this Amendment in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the same agreement.
Telefax copies of documents or signature pages bearing original signatures, and executed documents
or signature pages delivered by telefax, shall, in each such instance, be deemed to be, and shall
constitute and be treated as, an original signed document or counterpart, as applicable. The
section titles contained in this Amendment are and shall be without substance, meaning or content
of any kind whatsoever and are not a part of the agreement between the parties hereto.




[Remainder of Page Intentionally Blank]




 











 





     IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 to Note Purchase
and Private Shelf Agreement to be executed by their duly authorized officers effective as of the
Effective Date.



	 	 	 	 	 
	 	COMPANY:



CHS Inc.

 	 
	 	By:  	 	 
	 	 	Name:  	John Schmitz 	 
	 	 	Title:  	Executive Vice President and 
Chief Financial
Officer 	 



	 	 	 	 	 
	 	PRUDENTIAL INVESTMENT MANAGEMENT, INC.

 	 
	 	By:  	 	 
	 	 	Vice President 	 
	 
	 	THE PRUDENTIAL INSURANCE COMPANY

OF AMERICA

 	 
	 	By:  	 	 
	 	 	Vice President 	 
	 
	 	ING LIFE INSURANCE AND ANNUITY COMPANY

 	 
	 	By:  	Prudential Private Placement Investors, L.P.
 	 
	 	 	(as Investment Advisor) 	 
	 
	 	By:  	Prudential Private Placement Investors, Inc.
 	 
	 	 	(as its General Partner) 	 
	 
	 	By:  	


 	 
	 	 	Vice President 	 













 






	 	 	 	 	 



	 	 	 	 	 
	 	RELIASTAR LIFE INSURANCE COMPANY

 	 
	 	By:  	Prudential Private Placement Investors,
 	 
	 	 	L.P. (as Investment Advisor) 	 
	 
	 	By:  	Prudential Private Placement Investors, Inc.
 	 
	 	 	(as its General Partner) 	 
	 
	 	By:  	 	 
	 	 	Vice President 	 
	 
	 	MUTUAL OF OMAHA INSURANCE COMPANY

 	 
	 	By:  	Prudential Private Placement Investors,
 	 
	 	 	L.P. (as Investment Advisor) 	 
	 
	 	By:  	             Prudential Private Placement Investors, Inc.
 	 
	 	 	(as its General Partner) 	 



	 	 	 	 	 
	 	By:  	



 	 
	 	 	Vice President 	 



	 	 	 	 	 
	 	UNITED OF OMAHA LIFE INSURANCE COMPANY

 	 
	 	By:  	Prudential Private Placement Investors,
 	 
	 	 	L.P. (as Investment Advisor) 	 
	 
	 	By:  	             Prudential Private Placement Investors, Inc.
 	 
	 	 	(as its General Partner) 	 



	 	 	 	 	 
	 	By:  	
 	 
	 	 	Vice President