EX-10.1






2011 Credit Agreement

(5-Year Revolving Loan)




by and between




CoBank, ACB,

as Joint Lead Arranger, Administrative Agent and Bid Agent,




Wells Fargo Bank, N.A.,

as Syndication Agent,




Wells Fargo Securities, LLC; Bank of America, National Association; The Bank of Tokyo-Mitsubishi

UFJ, Ltd.; SunTrust Robinson Humphrey, Inc.; U.S. Bank, National Association; Mizuho Corporate Bank

(USA); Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch;

BMO Capital Markets;

and Sumitomo Mitsui Banking Corporation,

as Joint Lead Arrangers,




the Syndication Parties party hereto from time to time,




and




CHS INC.




dated as of September 27, 2011




CoBank, ACB and Wells Fargo Securities, LLC,

as Co-Bookrunners

TABLE OF CONTENTS




EXHIBITS



	 	 	 
	Exhibit 1A

Exhibit 1B

Exhibit 1C

Exhibit 2.3

Exhibit 2.4

Exhibit 2.9

Exhibit 3.2

Exhibit 3.3

Exhibit 3.4

Exhibit 5.1

Exhibit 9.3

Exhibit 9.8

Exhibit 9.10

Exhibit 9.11

Exhibit 9.14

Exhibit 9.23

Exhibit 12.8(f)

Exhibit 15.27

Exhibit 15.28

Exhibit 15.29

Schedule 1

Schedule 2

	 	Closing Date Letters of Credit

Compliance Certificate

List of Subsidiaries

5-Year Borrowing Notice

5-Year Facility Note Form

Form of Adoption Agreement

Bid Request Form

Bid Form

Bid Selection Notice

Conversion or Continuation Notice

Litigation

Payment of Taxes

Employee Benefit Plans

Equity Investments

Environmental Compliance

Labor Matters and Agreements

Existing Investments

Syndication Acquisition Agreement

Closing Date Voting Participants

Wire Instructions

Syndication Parties and Individual Commitments

Applicable Margins; Facility Fee Factors






2011 CREDIT AGREEMENT

(5-Year Revolving Loan)




THIS 2011 CREDIT AGREEMENT (5-Year Revolving Loan) (“Credit Agreement”) is entered into as of
the 27th day of September, 2011 (“Effective Date”), by and between COBANK, ACB (“CoBank”) for its
own benefit as a Syndication Party, and as the Administrative Agent for the benefit of the present
and future Syndication Parties (in that capacity, “Administrative Agent”), the Syndication Parties
identified on Schedule 1 hereto, and CHS INC., a cooperative corporation formed under the laws of
the State of Minnesota, whose address is 5500 Cenex Drive, Inver Grove Heights, Minnesota 55077
(“Borrower”).




	 	 	ARTICLE 1. DEFINED TERMS





As used in this Credit Agreement, the following terms shall have the meanings set forth below
(and such meanings shall be equally applicable to both the singular and plural form of the terms
defined, as the context may require):



Additional Costs: shall have the meaning set forth in Section 16.12.



Adjusted Consolidated Equity: means, with respect to Borrower and its Consolidated
Subsidiaries, the amount of equity accounts, plus (or minus in the case of a deficit) the amount of
surplus and retained earnings accounts of Borrower and its Consolidated Subsidiaries and
non-controlling interests; provided that the total amount of intangible assets of Borrower and its
Consolidated Subsidiaries (including, without limitation, unamortized debt discount and expense,
deferred charges and goodwill) included therein shall not exceed $30,000,000 (and to the extent
such intangible assets exceed $30,000,000, they will not be included in the calculation of Adjusted
Consolidated Equity); all as determined on a consolidated basis in accordance with GAAP
consistently applied.



Adjusted Consolidated Funded Debt: means Consolidated Funded Debt, plus the net
present value of all rentals payable under Operating Leases of Borrower and its Consolidated
Subsidiaries as discounted by a rate of 8.0% per annum.



Administrative Agent: shall have the meaning set forth in the preamble.



Administrative Agent Office: shall mean the address set forth at Subsection 16.4.2, as
it may change from time to time by notice to all parties to this Credit Agreement.



Adoption Agreement: shall have the meaning set forth in Section 2.9.



Advance: shall mean a 5-Year Advance, a Bid Advance, and/or an Overnight Advance, as
the context requires.



Advance Date: a day (which shall be a Banking Day) on which an Advance is made.



Advance Payment: shall have the meaning set forth in Section 15.1.



Affected Loans: shall have the meaning set forth in Subsection 5.2.3.



Affiliate: with respect to any Person means (a) a Subsidiary of such Person, (b) any
Person in which such Person, directly or indirectly, owns more than five percent (5.0%) of the
outstanding equity thereof, and (c) any Person which, directly or indirectly, (i) owns more than
five percent (5.0%) of the outstanding equity of such Person, or (ii) has the power under ordinary
circumstances to control the management of such Person.



Amortization: the total amortization of Borrower and its Consolidated Subsidiaries as
measured in accordance with GAAP.



Annual Operating Budget: means the annual operating budget for Borrower and its
Subsidiaries in substantially the form of, and containing substantially the same or similar
information as set forth in, the Annual Operating Budget (Business Plan) for Borrower and its
Subsidiaries included in the lender presentation delivered to prospective Syndication Parties at
the August 22, 2011 bank group meeting.



Anti-Terrorism Laws: shall have the meaning set forth in Subsection 9.24.1.



Applicable Lending Office: means, for each Syndication Party and for each Advance, the
lending office of such Syndication Party designated as such for such Advance on its signature page
hereof or in the applicable Syndication Acquisition Agreement or such other office of such
Syndication Party as such Syndication Party may from time to time specify to the Administrative
Agent and Borrower as the office by which its Advances are to be made and maintained.



Applicable Percentage: means with respect to any Syndication Party, the percentage of
the total 5-Year Commitment represented by such Syndication Party’s Individual 5-Year Commitment.
If the Individual 5-Year Commitments shall have terminated or expired, the Applicable Percentage
shall be determined based upon the Individual 5-Year Commitments most recently in effect, giving
effect to any assignments.



Approved Fund: means any Fund that is administered or managed by (a) a Syndication
Party, (b) an Affiliate of a Syndication Party or (c) an entity or an Affiliate of an entity that
administers or manages a Syndication Party.



Authorized Officer: shall have the meaning set forth in Subsection 10.1.4.



Bank Debt: all amounts owing hereunder, including fees, Borrower’s obligations to
purchase Bank Equity Interests, Funding Losses and all principal, interest, expenses, charges and
other amounts payable by Borrower pursuant to the Loan Documents (including interest, expenses,
charges and other amounts accruing during the pendency of any bankruptcy, insolvency, receivership
or other similar proceeding, regardless of whether allowed or allowable in such proceeding).



Bank Equity Interests: shall have the meaning set forth in Article 7 hereof.



Banking Day: any day (a) other than a Saturday or Sunday and other than a day on which
banks in New York, New York are authorized or required by law to close, and (b) if such day relates
to a borrowing of, a payment or prepayment of principal of or interest on, a continuation of or
conversion into, or a LIBO Rate Period for, a LIBO Rate Loan, or a notice by Borrower with respect
to any such borrowing, payment, prepayment, continuation, conversion, or LIBO Rate Period, on which
dealings in U.S. Dollar deposits are carried out in the London interbank market.



Base Rate: means a rate per annum announced by the Administrative Agent on the first
Banking Day of each week, which shall be (a) the greatest of (i) 150 basis points greater than the
one month LIBO Rate, (ii) the Prime Rate and (iii) the Federal Funds Effective Rate in effect on
such day plus 1/2 of 1% plus (b) the 5-Year Margin for Base Rate Loans.



Base Rate Loans: shall have the meaning set forth in Subsection 5.1.1.



Bid: shall have the meaning set forth in Section 3.3.



Bid Advance: shall have the meaning set forth in Section 3.1.



Bid Agent: shall mean CoBank.



Bid Maturity Date: shall have the meaning set forth in Section 3.2.



Bid Rate: shall have the meaning set forth in Section 3.3.



Bid Rate Loan: shall have the meaning set forth in Section 3.1.



Bid Request: shall have the meaning set forth in Section 3.2.



Bid Results Notice: shall have the meaning set forth in Section 3.3.



Bid Selection Notice: shall have the meaning set forth in Section 3.4.



Borrower Benefit Plan: means (a) any “employee benefit plan”, as such term is defined
in Section 3(3) of ERISA (including any “multiemployer plan” as defined in Section 3(37) of ERISA);
(b) any “multiple employer plan” within the meaning of Section 413 of the Code; (c) any “multiple
employer welfare arrangement” within the meaning of Section 3(40) of ERISA; (d) a “voluntary
employees’ beneficiary association” within the meaning of Section 501(a)(9) of the Code; (e) a
“welfare benefit fund” within the meaning of Section 419 of the Code; or (f) any employee welfare
benefit plan within the meaning of Section 3(1) of ERISA for the benefit of retired or former
employees, which is maintained by Borrower or in which Borrower participates or to which Borrower
is obligated to contribute.



Borrower Indemnification Payment: shall have the meaning set forth in Section 3.11.



Borrower Pension Plan: means each Borrower Benefit Plan that is an “employee pension
benefit plan” as defined in Section 3(2) of ERISA that is intended to satisfy the requirements of
Section 401(a) of the Code.



Borrower’s Account: shall mean Borrower’s account as set forth on Exhibit
15.29 hereto, or as otherwise specified to the Administrative Agent in writing.



Capital Leases: means, at any time, a lease with respect to which the lessee is
required concurrently to recognize the acquisition of any asset and the incurrence of a liability
in accordance with GAAP; provided that, notwithstanding any change in GAAP after the date hereof
relating to leases, any lease that was accounted for by the lessee as an operating lease as of the
date hereof and any similar lease entered into after the date hereof by Borrower and the
Consolidated Subsidiaries shall be treated as an Operating Lease for the purposes of this
definition.



Capitalized Lease Obligation: means with respect to any Person and a Capital Lease,
the amount of the obligation of such Person as the lessee under such Capital Lease (net of interest
expenses) which would, in accordance with GAAP, appear as a liability on a balance sheet of such
Person.



Cash Collateral Account: shall have the meaning set forth in Section 4.4.



CCC: shall have the meaning set forth in Section 3.11.



CCC Guarantee: shall have the meaning set forth in Section 3.11.



Change in Law: means the occurrence, after the date of this Credit Agreement, of any
of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any
change in any law, rule, regulation or treaty or in the administration, interpretation,
implementation or application thereof by any Governmental Authority or (c) the making or issuance
of any request, rule, guideline or directive (whether or not having the force of law) by any
Governmental Authority; provided that notwithstanding anything herein to the contrary, (x)
the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines
or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines
or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking
Supervision (or any successor or similar authority) or the United States or foreign regulatory
authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in
Law”, regardless of the date enacted, adopted or issued.



CHS Capital: means CHS Capital, LLC (formerly known as Cofina Financial, LLC), and
each of its Subsidiaries.



CHS Capital Debt: means, on any date of determination, Debt owing by CHS Capital in
connection with the sale or financing of CHS Capital Loan Assets, and in respect of which neither
Borrower nor any of its other Subsidiaries has any obligation (including, without limitation, any
indemnification obligation) or liability.



CHS Capital Loan Assets: means loan assets owned and loan commitments made by CHS
Capital or a Wholly Owned Subsidiary in the ordinary course of business.



Closing Date: means September 27, 2011, provided that on or before such date (a) the
Administrative Agent, the Bid Agent, the Syndication Parties party hereto on such date, and
Borrower have executed all Loan Documents to which they are parties; and (b) the conditions set
forth in Section 10.1 of this Credit Agreement have been met.



Closing Date Letters of Credit: means the Letters of Credit which have been issued for
the benefit of Borrower by CoBank and which are outstanding on the Closing Date as listed on
Exhibit 1A hereto.



Code: means the Internal Revenue Code of 1986.



Committed Bid Advances: shall mean the principal amount of all Bid Advances which any
Syndication Party is obligated to make as a result of such Syndication Party having received a Bid
Selection Notice pursuant to Section 3.4 hereof, but which has not been funded as a Bid Rate Loan.



Committed 5-Year Advances: the principal amount of all 5-Year Advances which any
Syndication Party is obligated to make as a result of such Syndication Party having received a
5-Year Funding Notice pursuant to Section 2.3 hereof, but which has not been funded.



Commitment Increase: shall have the meaning set forth in Section 2.9.



Communications: shall have the meaning set forth in Subsection 16.16.1.



Compliance Certificate: a certificate of the chief financial officer of Borrower
acceptable to the Administrative Agent and in the form attached hereto as Exhibit 1B.



Confirmation Amount: shall have the meaning set forth in Section 3.11.



Confirmation Request: shall have the meaning set forth in Section 3.11.



Consolidated Cash Flow: for any period, the sum of (a) earnings before income taxes of
Borrower and its Consolidated Subsidiaries for such period determined on a consolidated basis in
accordance with GAAP (excluding, in the case of any non-Wholly Owned Consolidated Subsidiary, the
portion of earnings attributable to holders of equity interests of such Consolidated Subsidiary,
other than 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) Amortization for such
period, and (iv) extraordinary 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) one-time gains, (ii) extraordinary income, (iii) non-cash patronage income, and (iv) non-cash
equity earnings in joint ventures.



Consolidated Funded Debt: means as of any date of determination, the total of all
Funded Debt of Borrower and its Consolidated Subsidiaries outstanding on such date, after
eliminating all offsetting debits and credits between Borrower and its Consolidated Subsidiaries
and all other items required to be eliminated in the course of preparation of consolidated
financial statements of Borrower and its Consolidated Subsidiaries in accordance with GAAP.



Consolidated Interest Expense: for any period, all interest expense of Borrower and
its Consolidated Subsidiaries, as determined in accordance with GAAP.



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
Borrower and its Consolidated Subsidiaries, excluding (i) accumulated other comprehensive income
(or loss) and (ii) non-controlling interests, all as determined in accordance with GAAP.



Consolidated Subsidiary: any Subsidiary whose accounts are consolidated with those of
Borrower in accordance with GAAP.



Contributing Syndication Parties: shall have the meaning set forth in Section 15.4.



Control Agreement: means a control agreement, in form and substance satisfactory to
the Administrative Agent, executed and delivered by Borrower, the Administrative Agent, and the
applicable securities intermediary with respect to a Securities Account (as defined in the New York
or Colorado Uniform Commercial Code, as applicable) or bank with respect to a deposit account.



Conversion or Continuation Notice: shall have the meaning set forth in Subsection
5.1.2.



Converted LC: shall have the meaning set forth in Section 4.4.



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) all Capitalized Lease Obligations of such Person; (c) obligations of such Person
arising under bankers’, or trade acceptance facilities, or reimbursement obligations for drawings
made under letters of credit; (d) the aggregate amount of CHS Capital Loan Assets subject to a sale
or refinancing, (e) 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); (f) all obligations
secured by a lien on property owned by such Person, whether or not the obligations have been
assumed; and (g) 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 Borrower shall exclude such obligations and Guarantees, endorsements and
other contingent obligations and Guarantees of such Consolidated Subsidiary if owed or guaranteed
by such Consolidated Subsidiary to Borrower or a Wholly Owned Consolidated Subsidiary of Borrower,
(ii) Debt of Borrower shall exclude such obligations and Guarantees, endorsements and other
contingent obligations if owed or guaranteed by Borrower to a Wholly Owned Consolidated Subsidiary
of Borrower and (iii) Debt of Borrower shall exclude any unfunded obligations which may exist now
and in the future in Borrower’s pension plans.



Debtor Relief Laws: means the Bankruptcy Code of the United States of America, and all
other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors,
moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws
of the United States or other applicable jurisdictions from time to time in effect.



Defaulting Syndication Party: means, subject to Section 15.30, any Syndication Party
that (a) has failed to (i) fund all or any portion of its Loans within two Banking Days of the date
such Loans were required to be funded hereunder unless such Syndication Party notifies the
Administrative Agent and Borrower in writing that such failure is the result of such Syndication
Party’s determination that one or more conditions precedent to funding (each of which conditions
precedent, together with any applicable default, shall be specifically identified in such writing)
has not been satisfied, or (ii) pay to the Administrative Agent, the Letter of Credit Bank, the
Overnight Lender or any other Syndication Party any other amount required to be paid by it
hereunder (including in respect of its participation in Letters of Credit or Overnight Advances)
within two Banking Days of the date when due, (b) has notified Borrower, the Administrative Agent,
the Overnight Lender or the Letter of Credit Bank in writing that it does not intend to comply with
its funding obligations hereunder, or has made a public statement to that effect (unless such
writing or public statement relates to such Syndication Party’s obligation to fund a Loan hereunder
and states that such position is based on such Syndication Party’s determination that a condition
precedent to funding (which condition precedent, together with any applicable default, shall be
specifically identified in such writing or public statement) cannot be satisfied), (c) has failed,
within three Banking Days after reasonable written request by the Administrative Agent or Borrower,
to confirm in writing to the Administrative Agent and Borrower that it will comply with its
prospective funding obligations hereunder (provided that such Syndication Party shall cease
to be a Defaulting Syndication Party pursuant to this clause (c) upon receipt of such written
confirmation by the Administrative Agent and Borrower), (d) has made any representation or warranty
in this Credit Agreement that is found to have been untrue in any material respect, or (e) has, or
has a direct or indirect parent company that has, (i) become the subject of a proceeding under any
Debtor Relief Law, or (ii) had appointed for it a receiver, custodian, conservator, trustee,
administrator, assignee for the benefit of creditors or similar Person charged with reorganization
or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or
any other state or federal regulatory authority acting in such a capacity; provided that a
Syndication Party shall not be a Defaulting Syndication Party solely by virtue of the ownership or
acquisition of any equity interest in that Syndication Party or any direct or indirect parent
company thereof by a Governmental Authority so long as such ownership interest does not result in
or provide such Syndication Party with immunity from the jurisdiction of courts within the United
States or from the enforcement of judgments or writs of attachment on its assets or permit such
Syndication Party (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any
contracts or agreements made with such Syndication Party. Any determination by the Administrative
Agent that a Syndication Party is a Defaulting Syndication Party under clauses (a) through (e)
above shall be conclusive and binding absent manifest error, and such Syndication Party shall be
deemed to be a Defaulting Syndication Party (subject to Section 15.30.3) upon delivery of written
notice of such determination to Borrower, the Letter of Credit Bank, the Overnight Lender and each
other Syndication Party.



Default Interest Rate: a rate of interest equal to (i) in the case of the principal
amount of any Loan, 200 basis points in excess of the rate or rates of interest otherwise being
charged on such Loan and (ii) in the case of all other obligations, 200 basis points in excess of
the Base Rate which would otherwise be applicable at the time.



Delinquency Interest: shall have the meaning set forth in Section 15.4.



Delinquent Amount: shall have the meaning set forth in Section 15.4.



Delinquent Syndication Party: shall have the meaning set forth in Section 15.4.



Depreciation: the total depreciation of Borrower and its Consolidated Subsidiaries as
measured in accordance with GAAP.



Embargoed Person: shall have the meaning set forth in Section 11.15.



Environmental Laws: any federal, state, or local law, statute, ordinance, rule,
regulation, administration order, or permit now in effect or hereinafter enacted, including any
such law, statute, ordinance, rule, regulation, order or permit enacted in any foreign country
where Borrower or any of its Subsidiaries has operations or owns property, pertaining to the public
health, safety, industrial hygiene, or the environmental conditions on, under or about any of the
real property interests of a Person, including, without limitation, the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act of
1976, the Clean Air Act, the Federal Water Pollution Control Act, the Superfund Amendments and
Reauthorization Act of 1986, the Federal Toxic Substances Control Act and the Occupational Safety
and Health Act, as any of the same may be amended, modified or supplemented from time to time.



Environmental Regulations: as defined in the definition of Hazardous Substances.



ERISA: shall have the meaning set forth in Section 9.10.



ERISA Affiliate: means any corporation or trade or business which is a member of the
same controlled group of corporations (within the meaning of Section 414(b) of the Code) as
Borrower or is under common control (within the meaning of Section 414(c) of the Code) with
Borrower, provided, however, that for purposes of provisions herein concerning minimum funding
obligations (imposed under Section 412 of the Code or Section 302 of ERISA), the term “ERISA
Affiliate” shall also include any entity required to be aggregated with Borrower under Section
414(m) or 414(o) of the Code.



Event of Default: shall have the meaning set forth in Section 14.1.



Executive Order: shall have the meaning set forth in Subsection 9.24.1.



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



Extended Duration LC: shall have the meaning set forth in Section 4.4.



Fair Market Value: shall have the meaning set forth in Section 12.3.



Farm Credit System Institution: shall mean any Farm Credit Bank, any Federal land bank
association, any production credit association, the banks for cooperatives, and such other
institutions as may be a part of the Farm Credit System and chartered by and subject to regulation
by the Farm Credit Administration.



FATCA: means Sections 1471 through 1474 of the Code as of the date of this Credit
Agreement, any substantially similar amendments or successor provisions and any current or future
regulations or official interpretations thereof.



Federal Funds Effective Rate: shall mean, for any day, the weighted average of the
rates on overnight federal funds transactions with members of the Federal Reserve System arranged
by federal funds brokers (or, if such day is not a Banking Day, for the next preceding Banking
Day), as published on the next succeeding Banking Day by the Federal Reserve Bank of New York, or,
if such rate is not so published for any day that is a Banking Day, the average of the quotations
for the day of such transactions received by CoBank, from three federal funds brokers of recognized
standing selected by it.



Fiscal Quarter: each three (3) month period beginning on the first day of each of the
following months: September, December, March and June.



Fiscal Year: a year commencing on September 1 and ending on August 31.



5-Year Advance: shall have the meaning set forth in Section 2.1.



5-Year Availability Period: shall mean the period from the Closing Date until the
5-Year Maturity Date or such later date as may be applicable with respect to 5-Year Advances made
pursuant to Section 4.4 hereof.



5-Year Borrowing Notice: shall have the meaning set forth in Section 2.3.



5-Year Commitment: shall be $1,250,000,000, subject to (a) reduction as provided in
Section 2.8 hereof and (b) increase as provided in Section 2.9 hereof.



5-Year Facility: shall mean the loan facility made available to Borrower under Article
2 of this Credit Agreement.



5-Year Facility Fee Factor: the 5-Year Facility Fee Factor determined as set forth in
Schedule 2 hereto and Section 5.6 hereof.



5-Year Facility Fee: shall have the meaning set forth in Subsection 5.5.1.



5-Year Facility Note: shall have the meaning set forth in Section 2.4.



5-Year Funding Notice: shall have the meaning set forth in Section 2.3.



5-Year Margin: the 5-Year Margin determined for Base Rate Loans or LIBO Rate Loans, as
applicable, in each case as set forth in Schedule 2 hereto and Section 5.6 hereof.



5-Year Maturity Date: September 27, 2016.



Fronting Exposure: means, at any time there is a Defaulting Syndication Party, (a)
with respect to the Letter of Credit Bank, such Defaulting Syndication Party’s Applicable
Percentage of the outstanding Letter of Credit Exposure with respect to Letters of Credit issued by
the Letter of Credit Bank other than the Letter of Credit Exposure as to which such Defaulting
Syndication Party’s participation obligation has been reallocated to other Syndication Parties or
cash collateralized in accordance with the terms hereof, and (b) with respect to the Overnight
Lender, such Defaulting Syndication Party’s Applicable Percentage of outstanding Overnight Advances
made by the Overnight Lender other than Overnight Advances as to which such Defaulting Syndication
Party’s participation obligation has been reallocated to other Syndication Parties.



Fund: means any Person (other than a natural Person) that is (or will be) engaged in
making, purchasing, holding or otherwise investing in commercial loans and similar extensions of
credit in the ordinary course of its activities.



Funded Debt: means with respect to any Person, all Debt which would, in accordance
with GAAP, be required to be classified as a long term liability on the books of such Person, and
shall include, without limitation (a) any Debt which by its terms or by the terms of any instrument
or agreement relating thereto matures, or which is otherwise payable or unpaid, more than one year
from the date of creation thereof, (b) any Debt outstanding under a revolving credit or similar
agreement providing for borrowings (and renewals and extensions thereof) which would, in accordance
with GAAP, be required to be classified as a long term liability of such Person, (c) any
Capitalized Lease Obligation of such Person and all obligations to reimburse the Letter of Credit
Bank or any Syndication Party or any letter of credit issuer or other credit provider with respect
to all Letters of Credit or other letters of credit which support long-term debt, with expiration
dates in excess of one-year from the date of issuance thereof, and (d) any Guarantee of such Person
with respect to Funded Debt of another Person.



Funding Losses: shall have the meaning set forth in Section 6.7.



Funding Loss Notice: shall have the meaning set forth in Section 6.7.



Funding Share: shall mean the amount of any Advance which each Syndication Party is
required to fund, which shall be determined as follows: (a) for a 5-Year Advance (excluding
Overnight Advances), the amount of such 5-Year Advance multiplied by such Syndication Party’s
Individual 5-Year Pro Rata Share as of the date of the 5-Year Funding Notice for, but without
giving effect to, such 5-Year Advance; (b) for an Advance under a Bid won by such Syndication
Party, the amount of such Bid; and (c) for an Overnight Advance or a risk participation therein,
the amount determined as provided in Section 3.9 hereof.



Funding Source: shall have the meaning set forth in Section 2.9.



GAAP: generally accepted accounting principles in the United States of America, as in
effect from time to time.



Good Faith Contest: means the contest of an item if (a) the item is diligently
contested in good faith by appropriate proceedings timely instituted, (b) either the item is (i)
bonded or (ii) adequate reserves are established with respect to the contested item if and to the
extent required in accordance with GAAP, (c) during the period of such contest, the enforcement of
any contested item is effectively stayed, and (d) the failure to pay or comply with the contested
item could not reasonably be expected to result in a Material Adverse Effect.



Governmental Authority: means any nation or government, any state or other political
subdivision thereof, and any entity exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government.



Guarantee: means, with respect to any Person, any obligation (except the endorsement
in the ordinary course of business of negotiable instruments for deposit or collection) of such
Person guaranteeing or in effect guaranteeing any Debt, dividend or other obligation of any other
Person in any manner, whether directly or indirectly, including (without limitation) obligations
incurred through an agreement, contingent or otherwise, by such Person: (a) to purchase such Debt
or obligation or any property constituting security therefor; (b) to advance or supply funds (i)
for the purchase or payment of such Debt or obligation, or (ii) to maintain any working capital or
other balance sheet condition or any income statement condition of any other Person or otherwise to
advance or make available funds for the purchase or payment of such Debt or obligation; (c) to
lease properties or to purchase properties or services primarily for the purpose of assuring the
owner of such Debt or obligation of the ability of any other Person to make payment of the Debt or
obligation; or (d) otherwise to assure the owner of such Debt or obligation against loss in respect
thereof. In any computation of the Debt or other liabilities of the obligor under any Guarantee,
the Debt or other obligations that are the subject of such Guarantee shall be assumed to be direct
obligations of such obligor.



Hazardous Substances: means any dangerous, toxic or hazardous pollutants,
contaminants, chemicals, wastes, materials or substances, as defined in or governed by the
provisions of any Environmental Laws or any other federal, state or local law, statute, code,
ordinance, regulation, requirement or rule, including any such law, statute, code, ordinance, rule,
regulation enacted in any foreign country where Borrower has operations or owns property, relating
thereto (“Environmental Regulations”), and also including urea formaldehyde, polychlorinated
biphenyls, asbestos, asbestos-containing materials, nuclear fuel or waste, and petroleum products,
or any other waste, material, substances, pollutant or contaminant which would subject an owner of
property to any damages, penalties or liabilities under any applicable Environmental Regulations.



Holdout Lender: shall have the meaning set forth in Section 15.32.



Importer: shall have the meaning set forth in the definition of Export Grain
Transaction.



Importer LC: shall have the meaning set forth in Section 3.11.



Indemnification Date: shall have the meaning set forth in Section 3.11.



Indemnified Agency Parties: shall have the meaning set forth in Section 15.19.



Indemnified Parties: shall have the meaning set forth in Section 13.1.



Individual 5-Year Commitment: shall mean with respect to any Syndication Party the
amount shown as its Individual 5-Year Commitment on Schedule 1 hereto, subject to
adjustment in the event of the sale of all or a portion of a Syndication Interest in accordance
with Section 15.27 hereof, or a reduction in the 5-Year Commitment in accordance with Section 2.8
hereof, or, if applicable to such Syndication Party, an increase in its Individual 5-Year
Commitment in accordance with Section 2.9 hereof.



Individual 5-Year Lending Capacity: shall mean with respect to any Syndication Party
the amount at any time of its Individual 5-Year Commitment, less its Individual Outstanding 5-Year
Obligations.



Individual 5-Year Pro Rata Share: at any time, shall mean with respect to any
Syndication Party a fraction, expressed as a percentage (rounded to 9 decimal points), where the
numerator is such Syndication Party’s Individual 5-Year Lending Capacity at such time; and the
denominator is the 5-Year Commitment less the sum of the Individual Outstanding 5-Year Obligations
of all of the Syndication Parties at such time.



Individual Outstanding 5-Year Obligations: shall mean with respect to any Syndication
Party the total at any time, without duplication, of (a) the aggregate outstanding principal amount
of all 5-Year Advances (excluding Overnight Advances, in the case of the Overnight Lender, but
including risk participations in Overnight Advances pursuant to Section 3.9) made by such
Syndication Party, (b) the aggregate outstanding principal amount of all Bid Advances made by such
Syndication Party, (c) such Syndication Party’s risk participation interest in the undrawn face
amount of all outstanding Letters of Credit; (d) all of such Syndication Party’s Committed 5-Year
Advances; (e) all of such Syndication Party’s Committed Bid Advances; and (f) any Confirmation
Amounts under Section 3.11.



Intellectual Property: shall have the meaning set forth in Section 9.18.



Investment: means, with respect to any Person, (a) any loan or advance by such Person
to any other Person, (b) the purchase or other acquisition by such Person of any capital stock,
obligations or securities of, or any capital contribution to, or investment in, or the acquisition
by such Person of all or substantially all of the assets of, or any interest in, any other Person,
(c) any performance or standby letter of credit where (i) that Person has the reimbursement
obligation to the issuer, and (ii) the proceeds of such letter of credit are to be used for the
benefit of any other Person, (d) the agreement by such Person to make funds available for the
benefit of another Person to either cover cost overruns incurred in connection with the
construction of a project or facility, or to fund a debt service reserve account, (e) the agreement
by such Person to assume, guarantee, endorse or otherwise be or become directly or contingently
responsible or liable for the obligations or debts of any other Person (other than by endorsement
for collection in the ordinary course of business), (f) an agreement to purchase any obligations,
stocks, assets, goods or services but excluding an agreement to purchase any assets, goods or
services entered into in the ordinary course of business, (g) an agreement to supply or advance any
assets, goods or services not in the ordinary course of business, or (h) an agreement to maintain
or cause such Person to maintain a minimum working capital or net worth or otherwise to assure the
creditors of any Person against loss.



Issuance Fee: shall be, with respect to each Letter of Credit, the greater of (a)
$2,500.00; or (b) the face amount of such Letter of Credit multiplied by 20 basis points.



LC Commitment: shall be $200,000,000.00.



LC Confirmation: shall have the meaning set forth in Section 3.11.



LC Confirmation Commitment: means $10,000,000.00.



LC Request: shall have the meaning set forth in Subsection 4.1.1.



LC Separation Arrangements: shall have the meaning set forth in Section 4.4.



Letter of Credit: shall mean a letter of credit issued by the Letter of Credit Bank
pursuant to the provisions of Sections 4.1 and 4.2 hereof and shall include all Closing Date
Letters of Credit.



Letter of Credit Bank: CoBank.



Letter of Credit Exposure: means at any time the sum of (a) the aggregate undrawn
amount of all outstanding Letters of Credit at such time and (b) the aggregate amount of all
payments or disbursements made by the Letter of Credit Bank that have not yet been reimbursed by or
on behalf of Borrower at such time.



Letter of Credit Fee: for any Fiscal Quarter of Borrower shall be an amount equal to
the 5-Year Margin for LIBO Rate Loans in effect on the first day of such Fiscal Quarter (a)
multiplied by the undrawn face amount of each Letter of Credit for each day during such Fiscal
Quarter, (b) divided by 360.



LIBO Rate: means (a) with respect to each day during each LIBO Rate Period applicable
to a LIBO Rate Loan, (i) the per annum rate for the LIBO Rate Period selected by Borrower, as
quoted by the British Bankers’ Association (or if such quotation source is unavailable, such other
quotation source as may be reasonably selected by the Administrative Agent) for the purpose of
displaying London Interbank Offered Rates for U.S. Dollar deposits, determined effective as of
11:00 A.M. (London time) on the day which is two (2) Banking Days prior to the first day of each
LIBO Rate Period, rounded up to the next 1/100th of 1% per annum, plus (ii) the 5-Year Margin for
LIBO Rate Loans or (b) with respect to the determination of the Base Rate, the per annum rate as
quoted by the British Bankers’ Association (or if such quotation source is unavailable, such other
quotation source as may be reasonably selected by the Administrative Agent) for the purpose of
displaying London Interbank Offered Rates for U.S. Dollar deposits, determined effective as of
11:00 A.M. (London time) for the determination period relating thereto, on the date of
determination, in each case, with the LIBO Rate divided by a percentage equal to 100% minus the
stated maximum rate of all reserve requirements (including, without limitation, any marginal,
emergency, supplemental, special or other reserves) applicable on such date to any member bank of
the Federal Reserve System in respect of “Eurocurrency liabilities” as defined in Regulation D (or
any successor category of liabilities under Regulation D).



LIBO Rate Loan: shall have the meaning set forth in Subsection 5.1.2.



LIBO Rate Period: shall have the meaning set forth in Subsection 5.1.2.



Licensing Laws: shall have the meaning set forth in Section 9.4.



Lien: means with respect to any asset any mortgage, deed of trust, pledge, security
interest, hypothecation, assignment for security purposes, encumbrance, lien (statutory or other),
or other security agreement or charge, or encumbrance of any kind or nature whatsoever (including,
without limitation, any conditional sale, Capital Lease or other title retention agreement related
to such asset, and including, in the case of capital stock, any stockholder agreements, voting
trust agreements and all similar arrangements).



Loans: shall mean, collectively, all Bid Advances, all Base Rate Loans, all LIBO Rate
Loans, and all Overnight Advances outstanding at any time.



Loan Documents: this Credit Agreement and the Notes.



Material Adverse Effect: means a material adverse effect on (a) the financial
condition, results of operation, business or property of Borrower, or of Borrower and its
Subsidiaries taken as a whole; or (b) the ability of Borrower to perform its obligations under this
Credit Agreement and the other Loan Documents; or (c) the ability of the Administrative Agent or
the Syndication Parties to enforce their rights and remedies against Borrower under the Loan
Documents.



Material Agreements: means all agreements of Borrower or any of its Subsidiaries, the
termination or breach of which, based upon Borrower’s knowledge as of the date of making any
representation with respect thereto, would have a Material Adverse Effect.



Maximum Commitment Increase Amount: means $500,000,000.



Multiemployer Plan: means a Plan meeting the definition of a “multiemployer plan” in
Section 3(37) of ERISA.



Non-Defaulting Syndication Party: means any Syndication Party that is not a Defaulting
Syndication Party.



Non-US Lender: shall have the meaning set forth in Section 15.31.



Note or Notes: means the 5-Year Facility Notes, and all amendments, renewals,
substitutions and extensions thereof.



OFAC: shall have the meaning set forth in Section 11.15.



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.



Other List: shall have the meaning set forth in Section 11.15.



Overnight Advance: shall have the meaning set forth in Section 3.9.



Overnight Advance Request: shall have the meaning set forth in Section 3.9.



Overnight Funding Commitment: shall mean $100,000,000.00.



Overnight Lender: shall mean CoBank.



Overnight Maturity Date: shall have the meaning set forth in Section 3.9.



Overnight Rate: shall have the meaning set forth in Section 3.9.



Payment Account: shall have the meaning set forth in Section 15.11.



Payment Distribution: shall have the meaning set forth in Section 15.11.



PBGC: shall have the meaning set forth in Section 9.10.



Permitted Encumbrance: shall have the meaning set forth in Section 12.3.



Person(s): any individual, sole proprietorship, partnership, joint venture, trust,
unincorporated organization, 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.



Plan: means any plan, agreement, arrangement or commitment which is an employee
benefit plan, as defined in Section 3(3) of ERISA, maintained by Borrower or any Subsidiary or any
ERISA Affiliate or with respect to which Borrower or any Subsidiary or any ERISA Affiliate at any
relevant time has any liability or obligation to contribute.



Platform: shall have the meaning set forth in Subsection 16.16.2.



Potential Default: any event, other than an event described in Section 14.1(a) hereof,
which with the giving of notice or lapse of time, or both, would become an Event of Default.



Prime Rate: means a rate of interest per annum equal to the “prime rate” as published
from time to time in the Eastern Edition of the Wall Street Journal as the average prime lending
rate for seventy-five percent (75%) of the United States’ thirty (30) largest commercial banks, or
if the Wall Street Journal shall cease publication or cease publishing the “prime rate” on a
regular basis, such other regularly published average prime rate applicable to such commercial
banks as is acceptable to the Administrative Agent in its reasonable discretion.



Priority Debt: means, at any time, without duplication, the sum of (a) all then
outstanding Debt of Borrower or any Consolidated Subsidiary secured by any Lien on any property of
Borrower or any Consolidated Subsidiary (other than Debt secured only by Liens permitted under
Section 12.3(a) through (k)), plus (b) all Funded Debt of the Consolidated Subsidiaries of
Borrower; provided that any CHS Capital Debt in an aggregate amount not to exceed
$500,000,000 secured by any Lien on any CHS Capital Loan Asset will not be deemed to constitute
Priority Debt.



Prohibited Transaction: means any transaction prohibited under Section 406 of ERISA or
Section 4975 of the Code.



Related Parties: means, with respect to any Person, such Person’s Affiliates and the
partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and
representatives of such Person and of such Person’s Affiliates.



Replacement Lender: shall have the meaning set forth in Section 15.32.



Reportable Event: means any of the events set forth in Section 4043(b) of ERISA or in
the regulations thereunder.



Requested 5-Year Advance: shall mean the amount of the 5-Year Advance requested by
Borrower in any 5-Year Borrowing Notice.



Required Lenders: shall mean Syndication Parties (including Voting Participants) whose
aggregate Individual 5-Year Commitments constitute fifty-one percent (51.0%) of the 5-Year
Commitment. Pursuant to Section 15.28 hereof, Voting Participants shall, under the circumstances
set forth therein, be entitled to voting rights and to be included in determining whether certain
action is being taken by the Required Lenders. The determination of Required Lenders shall be
adjusted pursuant to Section 15.4 in the case of a Delinquent Syndication Party and pursuant to
Section 15.30 in the case of a Defaulting Syndication Party.



Required License: shall have the meaning set forth in Section 9.9.



SDN List: shall have the meaning set forth in Section 11.15.



Subsidiary: means with respect to any Person: (a) any corporation in which such
Person, directly or indirectly, (i) owns more than fifty percent (50%) of the outstanding stock
thereof, or (ii) has the power under ordinary circumstances to elect at least a majority of the
directors thereof, or (b) any partnership, association, joint venture, limited liability company,
or other unincorporated organization or entity, with respect to which such Person, (i) directly or
indirectly owns more than fifty percent (50%) of the equity interest thereof, or (ii) directly or
indirectly owns an equity interest in an amount sufficient to control the management thereof. All
of Borrower’s Subsidiaries owned as of the Closing Date are set forth on Exhibit 1C hereto.



Successor Agent: such Person as may be appointed as successor to the rights and duties
of the Administrative Agent as provided in Section 15.22 of this Credit Agreement.



Syndication Acquisition Agreement: shall have the meaning set forth in Section 15.27.



Syndication Interest: shall have the meaning set forth in Section 15.1.



Syndication Parties: shall mean those entities listed on Schedule 1 hereto as
having an Individual 5-Year Commitment, the Overnight Lender (in the case of Overnight Advances),
and such Persons as shall from time to time execute (a) a Syndication Acquisition Agreement
substantially in the form of Exhibit 15.27 hereto signifying their election to purchase all
or a portion of the Syndication Interest of any Syndication Party, in accordance with Section 15.27
hereof, and to become a Syndication Party hereunder; or (b) an Adoption Agreement substantially in
the form of Exhibit 2.9 hereto in connection with any Commitment Increase as provided in
Section 2.9 hereof.



Syndication Party Advance Date: shall have the meaning set forth in Section 15.2.



Term Loan Credit Agreement: shall mean that certain Credit Agreement (10 Year Term
Loan) dated as of December 12, 2007 by and between Borrower and CoBank, as administrative agent for
all syndication parties thereunder, and as a syndication party thereunder, and the other
syndication parties set forth on the signature pages thereto, as amended from time to time.



Transfer: shall have the meaning set forth in Section 15.27.



2010 Credit Agreement: means that certain 2010 Credit Agreement (Revolving Loan),
dated as of June 2, 2010, by and between Borrower and CoBank, as administrative agent for all
syndication parties thereunder, and as a syndication party thereunder, and the other syndication
parties party thereto, as amended, supplemented or otherwise modified from time to time.



2010 364-Day Credit Agreement: means that certain 2010 364-Day Credit Agreement, dated
as of November 24, 2010, by and between Borrower and CoBank, as administrative agent for all
syndication parties thereunder, and as a syndication party thereunder, and the other syndication
parties party thereto, as amended, supplemented or otherwise modified from time to time.



2011 Credit Agreement (3-Year Revolving Loan): means that certain 2011 Credit
Agreement (3-Year Revolving Loan), dated as of the date hereof, by and between Borrower and CoBank,
as administrative agent for all syndication parties thereunder, and as a syndication party
thereunder, and the other syndication parties party thereto, as amended, supplemented or otherwise
modified from time to time.



USA Patriot Act: shall have the meaning set forth in Subsection 9.24.1.



Voting Participant: shall have the meaning set forth in Section 15.28.



Wholly Owned Subsidiary: means, at any time, any Subsidiary one hundred percent (100%)
of all of the equity interests (except directors’ qualifying shares) and voting interests of which
are owned by any one or more of Borrower and Borrower’s other Wholly Owned Subsidiaries at such
time.



	 	 	 
	Wire Instructions: shall have the meaning set forth in Section 15.29.

	 

	ARTICLE 2.

	 	5-YEAR FACILITY






2.1 5-Year Facility Loan. On the terms and conditions set forth in this Credit Agreement,
and (except in the case of a 5-Year Advance requested by the Overnight Lender pursuant to Section
3.9 or a 5-Year Advance to be funded pursuant to Section 4.2.4 or 4.4) so long as no Event of
Default or Potential Default has occurred (or if a Potential Default or an Event of Default has
occurred, it has been waived in writing by the Administrative Agent pursuant to the provisions of
Section 15.10 hereof), each of the Syndication Parties severally agrees to advance funds under the
5-Year Facility (each a “5-Year Advance”) upon receipt of a 5-Year Funding Notice from time to time
during the 5-Year Availability Period, subject to the following limits:



2.1.1 Individual Syndication Party 5-Year Commitment. No Syndication Party (other than the
Overnight Lender, which shall be permitted but not required to do so in the case of Overnight
Advances made in accordance with Section 3.9) shall be required or permitted to make a 5-Year
Advance which would exceed its Individual 5-Year Lending Capacity as in effect at the time of the
Administrative Agent’s receipt of the 5-Year Borrowing Notice requesting such 5-Year Advance.



2.1.2 Individual Syndication Party 5-Year Pro Rata Share. No Syndication Party (other than
the Overnight Lender, which shall be permitted but not required to do so in the case of Overnight
Advances made in accordance with Section 3.9) shall be required or permitted to fund a 5-Year
Advance in excess of an amount equal to its Individual 5-Year Pro Rata Share multiplied by the
amount of the requested 5-Year Advance. Each Syndication Party agrees to fund its Individual 5-Year
Pro Rata Share of each 5-Year Advance.



2.2 5-Year Commitment. Borrower shall not be entitled to request a 5-Year Advance in an
amount which, when added to the aggregate Individual Outstanding 5-Year Obligations of all
Syndication Parties, would exceed the 5-Year Commitment.



2.3 5-Year Borrowing Notice. Borrower shall give the Administrative Agent prior written
notice by facsimile or electronic mail (effective upon receipt) of each request for a 5-Year
Advance (other than an Overnight Advance, which shall be subject to Section 3.9) (a) in the case of
a Base Rate Loan, on or before 11:00 A.M. (Central time) on the requested Banking Day of making
such Base Rate Loan, and (b) in the case of a LIBO Rate Loan, on or before 11:00 A.M. (Central
time) at least three (3) Banking Days prior to the date of making such LIBO Rate Loan. Each notice
must be in substantially the form of Exhibit 2.3 hereto (“5-Year Borrowing Notice”) and
must specify (w) the amount of such 5-Year Advance (which must be a minimum of $10,000,000.00 and
in incremental multiples of $1,000,000.00), (x) the proposed date of making such 5-Year Advance,
(y) whether Borrower requests that the 5-Year Advance will bear interest at (i) the Base Rate or
(ii) the LIBO Rate, and (z) in the case of a LIBO Rate Loan, the initial LIBO Rate Period
applicable thereto. The Administrative Agent shall, on or before 12:00 noon (Central time) of the
same Banking Day, notify each Syndication Party (“5-Year Funding Notice”) of its receipt of each
such 5-Year Borrowing Notice and the amount of such Syndication Party’s Funding Share thereunder.
Not later than 2:00 P.M. (Central time) on the date of a 5-Year Advance, each Syndication Party
will make available to the Administrative Agent at the Administrative Agent’s Office, in
immediately available funds, such Syndication Party’s Funding Share of such 5-Year Advance. After
the Administrative Agent’s receipt of such funds, but (if so received) not later than 3:00 P.M.
(Central time) on such Banking Day (or if not so received by such time, promptly following receipt
thereof), and upon fulfillment of the applicable conditions set forth in Article 10 hereof, the
Administrative Agent will make such 5-Year Advance available to Borrower, in immediately available
funds, and will transmit such funds by wire transfer to Borrower’s Account. A 5-Year Advance may be
requested by the Overnight Lender as provided in Section 3.9 hereof, by a written notice to the
Administrative Agent generally complying with the requirements set forth above for a 5-Year
Borrowing Notice, provided that such amount shall initially bear interest at the Base Rate, and
such notice may be provided on or before 11:00 A.M. (Central Time) on the day of making such 5-Year
Advance (and such notice shall be deemed automatically given upon the occurrence of a Potential
Default or Event of Default under Section 14.1(e) or upon the exercise of remedies provided in
Section 14.3). Thereafter on or before 1:00 P.M. (Central Time) on the date of such 5-Year Advance
the Administrative Agent shall send out a 5-Year Funding Notice, each Syndication Party shall make
available to the Administrative Agent such Syndication Party’s Funding Share thereof as provided
above on or before 3:00 P.M. (Central Time) on such day, and the Administrative Agent shall
transmit such funds by wire transfer to the Overnight Lender promptly thereafter. Each funding of a
draw under a Letter of Credit shall be deemed automatically to constitute notice to the
Administrative Agent of a 5-Year Advance in the amount of such draw initially bearing interest at
the Base Rate, and on or before 1:00 P.M. (Central time) on the date of such draw (or on the
following Banking Day, if such draw occurs after 1:00 P.M. (Central time)) the Administrative Agent
shall send out a 5-Year Funding Notice, each Syndication Party shall make available to the
Administrative Agent such Syndication Party’s Funding Share thereof on or before 3:00 P.M. (Central
time) on such date, and the Administrative Agent shall transmit such funds by wire transfer to (or
as directed by) the Letter of Credit Bank.



2.4 Promise to Pay; 5-Year Facility Promissory Notes. Borrower promises to pay to the
order of each Syndication Party, at the office of the Administrative Agent at 5500 South Quebec
Street, Greenwood Village, Colorado 80111, or such other place as the Administrative Agent shall
direct in writing, an amount equal to (a) the outstanding amount of (i) 5-Year Advances (including
Overnight Advances, if any) and (ii) Bid Advances, in each case made by such Syndication Party;
plus (b) any Bank Debt owing hereunder to such Syndication Party; plus (c) interest as set forth
herein, payable to such Syndication Party for the account of its Applicable Lending Office. All
such amounts are to be payable in the manner and at the time set forth in this Credit Agreement. At
the request of any Syndication Party, made to the Administrative Agent which shall then provide
notice to Borrower, Borrower, in order to further evidence its obligations to such Syndication
Party as set forth above in this Section, agrees to execute its promissory note in substantially
the form of Exhibit 2.4 hereto duly completed, in the stated maximum principal amount equal
to such Syndication Party’s Individual 5-Year Commitment (and the Overnight Funding Commitment, in
the case of the Overnight Lender), dated the date of this Credit Agreement, payable to such
Syndication Party for the account of its Applicable Lending Office, and maturing as to principal on
the 5-Year Maturity Date (or the Overnight Maturity Date, in the case of Overnight Advances) (each
a “5-Year Facility Note” and collectively, the “5-Year Facility Notes”).



2.5 Syndication Party Records. Each Syndication Party shall record on its books and
records the amount of each 5-Year Advance, the rate and interest period applicable thereto, all
payments of principal and interest, and the principal balance from time to time outstanding. The
Syndication Party’s record thereof shall be prima facie evidence as to all such amounts and shall
be binding on Borrower absent manifest error. Notwithstanding the foregoing, Borrower will never be
required to pay as principal more than the principal amount of the 5-Year Advances and Bid Advances
funded by such Syndication Party.



2.6 Use of Proceeds. The proceeds of the 5-Year Loans will be used by Borrower (a) on the
Closing Date, together with the proceeds of the loans made on the Closing Date under the 2011
Credit Agreement (3-Year Revolving Loan), to pay off any outstanding obligations under the 2010
Credit Agreement and any outstanding obligations under the 2010 364-Day Credit Agreement, (b) to
fund working capital requirements, (c) for general corporate purposes, (d) to support the issuance
of letters of credit, (e) to pay off Overnight Advances (at the request of either Borrower or the
Overnight Lender) and (f) an aggregate amount not to exceed $100,000,000.00 to make required
payments of principal under any commercial paper facility issued by Borrower, and Borrower agrees
not to request or use such proceeds for any other purpose. Borrower will not, directly or
indirectly, use any part of such proceeds for the purpose of purchasing or carrying any margin
stock within the meaning of Regulation U of the Board of Governors or to extend credit to any
Person for the purpose of purchasing or carrying any such margin stock.



2.7 Syndication Party Funding Failure. The failure of any Syndication Party to fund its
Funding Share of any requested 5-Year Advance or risk participation to be made by it on the date
specified for such Advance shall not relieve any other Syndication Party of its obligation (if any)
to fund its Funding Share of any Advance or risk participation on such date, but no Syndication
Party shall be responsible for the failure of any other Syndication Party to make any Advance or
risk participation to be made by such other Syndication Party.



2.8 Reduction of 5-Year Commitment. Borrower may, by written facsimile or electronic mail
notice to the Administrative Agent on or before 10:00 A.M. (Central time) on any Banking Day,
irrevocably reduce the 5-Year Commitment; provided that (a) such reduction must be a minimum of
$50,000,000.00 and in increments of $1,000,000.00 and (b) Borrower must simultaneously make any
principal payment necessary (along with any applicable Funding Losses on account of such principal
payment) so that (i) the aggregate amount of the Individual Outstanding 5-Year Obligations of all
Syndication Parties does not exceed the reduced 5-Year Commitment on the date of such reduction,
and (ii) the Individual Outstanding 5-Year Obligations owing to any Syndication Party do not exceed
the Individual 5-Year Commitment of that Syndication Party (after reduction thereof in accordance
with the following sentence). In the event the 5-Year Commitment is reduced as provided in the
preceding sentence, then the Individual 5-Year Commitment of each Syndication Party shall be
reduced in the same proportion as the Individual 5-Year Commitment of such Syndication Party bears
to the 5-Year Commitment before such reduction.



2.9 Increase of 5-Year Commitment. Borrower shall have the right to increase the 5-Year
Commitment (“Commitment Increase”) from time to time by an aggregate amount over the life of this
Credit Agreement not to exceed the Maximum Commitment Increase Amount; provided that each of the
following conditions has been satisfied: (a) no Event of Default or Potential Default has occurred
(or if a Potential Default or an Event of Default has occurred, it has been waived in writing by
the Administrative Agent pursuant to the provisions of Section 15.10 hereof); (b) Borrower has
submitted to the Administrative Agent a written request for such Commitment Increase, specifying
(i) the aggregate dollar amount thereof, which shall be a minimum of $50,000,000.00 and in
increments of $1,000,000.00, (ii) the name of one or more financial institutions or Farm Credit
System Institutions (which, in any case, may be an existing Syndication Party hereunder, it being
understood that any such existing Syndication Party, if requested to participate, shall be entitled
to agree or decline to participate) that has committed to provide funding of the Commitment
Increase pursuant to the terms of, and as a Syndication Party under, this Credit Agreement (each a
“Funding Source”), and (iii) the amount of the Commitment Increase which each such Funding Source
has committed to provide, which must be a minimum of $10,000,000.00 and in increments of
$1,000,000.00; (c) each Funding Source has, unless it is at such time a Syndication Party
hereunder, executed an agreement in the form of Exhibit 2.9 hereto (“Adoption Agreement”);
(d) the Administrative Agent has approved each Funding Source as a Syndication Party hereunder
(unless such Funding Source is already a Syndication Party), which approval shall not be
unreasonably withheld; (e) each Funding Source has remitted to the Administrative Agent, by wire
transfer in accordance with the Wire Instructions, the amount directed by the Administrative Agent
so that such Funding Source will have funded its share (based on such Funding Source’s Individual
5-Year Pro Rata Share as recalculated as provided in clause (w) below in this Section) of all
outstanding Advances other than Bid Advances and Overnight Advances, to the extent not previously
funded by such Funding Source; and (f) Borrower has, if requested by such Funding Source(s),
executed such additional 5-Year Facility Notes payable to such Funding Source(s) and in such
amounts, as the Administrative Agent shall require to reflect the Commitment Increase. Upon the
satisfaction of each of the foregoing conditions, (v) the 5-Year Commitment shall be automatically
increased by the amount of the Commitment Increase; (w) the Individual 5-Year Pro Rata Share of
each of the Syndication Parties, including the Funding Source(s) and, if such Funding Source is an
existing Syndication Party, the Individual 5-Year Commitment of such existing Syndication Party,
shall be recalculated by the Administrative Agent to reflect the amount of the Commitment Increase
which each such Funding Source has committed to provide, and the amount of the Commitment Increase;
(x) the Funding Source(s) shall be allocated a share of all existing 5-Year Advances, other than
Bid Advances and Overnight Advances, and any such amounts remitted pursuant to clause (e) above
shall be allocated among, and paid over to, those Persons who were Syndication Parties prior to the
Commitment Increase, based on their Individual 5-Year Pro Rata Shares as they existed prior to the
Commitment Increase, to reflect a reduction in their share of outstanding 5-Year Advances (other
than Bid Advances and Overnight Advances); (y) to the extent that any Syndication Party is entitled
to recover Funding Losses on account of having been allocated any portion of the amounts remitted
pursuant to clause (e) above, Borrower shall pay to the Administrative Agent the amount of such
Funding Losses which the Administrative Agent shall then forward to such Syndication Party; and (z)
the Administrative Agent shall revise Schedule 1 to reflect the Commitment Increase.




	 	 	ARTICLE 3. BID RATE FACILITY; OVERNIGHT FACILITY; LC CONFIRMATION FACILITY





3.1 5-Year Facility Bid Rate Loans. Subject to the terms and conditions of this Credit
Agreement, including the procedures set forth in Article 3 hereof, each Syndication Party may in
its sole discretion make Advances (each Advance made by a Syndication Party pursuant to this
Section a “Bid Advance” and the total of such Advances made by the Syndication Parties the “Bid
Rate Loans”) to Borrower from time to time during the 5-Year Availability Period, provided that:



3.1.1 Individual 5-Year Commitment. No Syndication Party shall be permitted to make a Bid
Advance under the 5-Year Facility which, when added to its aggregate Individual Outstanding 5-Year
Obligations, would exceed such Syndication Party’s Individual 5-Year Commitment.



3.1.2 5-Year Commitment. Borrower may not make a 5-Year Bid Request in an amount which,
when added to the aggregate Individual Outstanding 5-Year Obligations of all Syndication Parties,
would exceed the 5-Year Commitment.



3.1.3 Amounts. Each 5-Year Bid Request shall be in an amount at least equal to five
million dollars ($5,000,000) and in integral multiples of one million dollars ($1,000,000), and
each 5-Year Bid shall be in an amount at least equal to one million dollars ($1,000,000) or the
amount remaining under the Individual 5-Year Commitment of the Syndication Party submitting such
5-Year Bid, if less. Each Bid Advance made by a Syndication Party will be in the amount of its
Bids, or portions thereof, under the 5-Year Facility that are accepted by Borrower in accordance
with Section 3.4 hereof.



3.2 Bid Request. No more frequently than once each Banking Day, Borrower may request
offers from all Syndication Parties which have an Individual 5-Year Commitment, acting severally
and not jointly, to make Bid Advances by giving the Bid Agent notice by facsimile or electronic
mail (effective upon receipt), substantially in the form of Exhibit 3.2 hereto (“Bid
Request”) on or before 9:00 A.M. (Central time) on the Banking Day the proposed Bid Rate Loan is to
be made. By 9:30 A.M. (Central time) of the same Banking Day, the Bid Agent shall, by facsimile or
electronic mail transmission, send to all of the Syndication Parties eligible to receive a Bid
Request a copy of such Bid Request. Each Bid Request must specify (a) the total amount of such
requested Bid Advances, (b) the individual amount of each requested Bid Advance with a different
proposed Bid Maturity Date, (c) the proposed Banking Day of making such Bid Advance (which shall be
the same Banking Day on which the Bid Request is submitted), and (d) the proposed maturity dates
for such Bid Advances (each a “Bid Maturity Date”) which must be Banking Days and which must not
extend more than thirty (30) days beyond the 5-Year Maturity Date. Borrower may request offers to
make more than one Bid Rate Loan (up to a maximum of five (5) Bid Rate Loans in a single Bid
Request), each with a different Bid Maturity Date, in a single Bid Request.



3.3 Bid Procedure. Each Syndication Party with an Individual 5-Year Commitment may, in its
sole discretion, submit to the Bid Agent a written quote, substantially in the form of Exhibit
3.3 hereto and signed by an authorized signatory of such Syndication Party as determined by the
Bid Agent in its sole discretion (“Bid”), containing an offer or offers to make one or more Bid
Advances in a specified amount or amounts in response to such Bid Request (and may elect to bid
with respect to any or all Bid Advances with different Bid Maturity Dates specified in the Bid
Request); provided, however, each Syndication Party is limited to one Bid submission per Bid
Request (which may cover more than one Bid Maturity Date) and a Syndication Party may not submit a
Bid in an amount in excess of such Syndication Party’s Individual 5-Year Lending Capacity. A Bid
may set forth offers for up to five (5) separate Bid Rates for each of the applicable Bid Advances,
provided that each Bid shall specify the aggregate principal amount of Bid Advances for all Bid
Maturity Dates that the Syndication Party submitting such Bid is willing to make at the interest
rate or rates specified in such Bid (each a “Bid Rate”) pursuant to such Bid. Each Bid by a
Syndication Party (other than by the Bid Agent acting in its capacity as a Syndication Party) must
be submitted to the Bid Agent by facsimile or electronic mail not later than 10:15 A.M. (Central
time) on the same Banking Day. The Bid Agent, in its capacity as a Syndication Party, may submit
Bids; provided such Bids must be finalized not later than 10:00 A.M. (Central time) on the same
Banking Day. Each Bid shall be irrevocable. The Bid Agent shall disregard a Bid if it (a) is not
substantially in conformity with Exhibit 3.3 hereto, (b) contains qualifying or conditional
language, (c) proposes terms other than or in addition to those set forth in the applicable Bid
Request, or (d) arrives after the applicable time set forth in this Section. By 10:30 A.M. (Central
time) on the same Banking Day, the Bid Agent shall send copies of all Bids to Borrower by facsimile
or electronic mail (“Bid Results Notice”).



3.4 Bid Acceptance Procedure. Not later than 11:00 A.M. (Central time) on the same Banking
Day, Borrower shall provide to the Bid Agent by facsimile or electronic mail notice, in the form of
Exhibit 3.4 hereto, of its acceptance or rejection of each of the Bids submitted to
Borrower by the Bid Results Notice (“Bid Selection Notice”). In the case of each acceptance the Bid
Selection Notice shall specify the aggregate principal amount of Bid Advances for each of the Bids
that are accepted. Regardless of the amounts or interest rates bid by any Syndication Party,
Borrower may accept or decline any Bid in whole or in part, provided that (a) the aggregate
principal amount of Bid Advances accepted may not exceed the applicable amount set forth in the
related Bid Request, and (b) Borrower may not accept any offer that fails to comply with this
Article 3. Bids not accepted by 11:00 A.M. (Central time) will be irrevocably deemed to have been
rejected by Borrower. No later than 12:00 noon (Central time) on the same Banking Day, the Bid
Agent shall send, by facsimile or electronic mail, a copy of such Bid Selection Notice to the
Administrative Agent and the Administrative Agent shall inform each Syndication Party which
submitted a Bid of the acceptance or rejection of such Bid and if accepted the terms thereof.



3.5 Bid Rate Loan Funding. Not later than 1:00 P.M. (Central time) on the same Banking
Day, each Syndication Party that is to make one or more Bid Advances in accordance with the Bid
Selection Notice shall make available to the Administrative Agent at the Administrative Agent’s
Office, in immediately available funds, an amount sufficient to fund such Bid Advances. After the
Administrative Agent’s receipt of such funds, but (if so received) not later than 2:00 P.M.
(Central time), and upon fulfillment of the applicable conditions set forth in Article 10 hereof,
the Administrative Agent will make the proceeds of such Bid Advances available to Borrower, in
immediately available funds, and will transmit such funds by wire transfer to Borrower’s Account.



3.6 Syndication Party Funding Failure. In the event any Syndication Party fails to make
any requested Bid Advance to be made by it on the date specified for such Advance, the
Administrative Agent may, in its sole and absolute discretion and in its role and capacity of the
Administrative Agent, advance such funds to Borrower on behalf of such Syndication Party,
notwithstanding limitations, if any, contained herein relating to the Administrative Agent in its
role as a Syndication Party, including its Individual 5-Year Commitment or Individual 5-Year
Lending Capacity. In the event of the funding of any such Advance by the Administrative Agent, the
Syndication Party failing to fund such Advance will be treated as a Delinquent Syndication Party
under Section 15.4 hereof, and the Administrative Agent will be treated as a Contributing
Syndication Party under such Section.



3.7 Bid Rate Loans — Bid Maturity Date Beyond Maturity Date. Notwithstanding any other
provision in this Credit Agreement that may be construed to the contrary, in the event that a
Syndication Party, at its sole discretion, makes a Bid Advance to Borrower with a Bid Maturity Date
later than the 5-Year Maturity Date; and (a) (i) the 5-Year Maturity Date is subsequently extended
by amendment to this Credit Agreement; and (ii) such Syndication Party does not renew its
Individual 5-Year Commitment at a level at least equal to the outstanding amount of such Bid
Advance, then, in such case, such outstanding amount will be due and payable by Borrower, and
accepted by such Syndication Party, on the 5-Year Maturity Date (as in effect prior to such
extension thereof) without any liability for Funding Losses on such amount; or (b) the 5-Year
Maturity Date is not subsequently extended by amendment to this Credit Agreement, then, in each
such case, such outstanding amount will be repaid by Borrower in accordance with the terms of this
Credit Agreement (including provision for Funding Losses) and this Credit Agreement will be deemed
to continue in force for the limited purpose of facilitating such payments.



3.8 Failure to Implement Bid Process. In the event the Bid Agent fails to hold an auction
pursuant to a proper Bid Request, the Administrative Agent may, in its sole and absolute discretion
and in its role and capacity of the Administrative Agent, make an Advance to Borrower on behalf of
all Syndication Parties in the amount of each Bid Advance requested in such Bid Request to bear
interest at the then current Base Rate to be repaid out of proceeds of Bid Advances on the next
Banking Day, and in such event the Administrative Agent will cause the Bid Agent to hold the
auction for such Bid Advances the following Banking Day.



3.9 Overnight Advances. In addition to Borrower’s right to request a 5-Year Advance under
Article 2 hereof or a Bid Advance under Section 3.2 hereof, Borrower may, subject to the terms and
conditions of this Section and Section 10.2 hereof, at any time before 2:00 P.M. (Central time) on
a Banking Day, request the Overnight Lender to make an Advance to Borrower under the 5-Year
Facility on the same Banking Day (“Overnight Advance”) in accordance with the provisions of this
Section. Each Banking Day by 10:30 A.M. (Central time) the Overnight Lender may notify Borrower of
the interest rate (“Overnight Rate”) that it will charge on all Overnight Advances made that
Banking Day (provided that if the Overnight Lender does not so notify Borrower, the Overnight Rate
shall be equal to the Base Rate as in effect from time to time). Borrower’s request for an
Overnight Advance (“Overnight Advance Request”) shall be made in writing by facsimile or electronic
mail, must be directed to the Overnight Lender, and must specify the amount of such Advance. If
Borrower submits an Overnight Advance Request, the Overnight Lender shall promptly, but not later
than 3:00 P.M. (Central time) on the same Banking Day, fund such Overnight Advance and advise the
Administrative Agent in writing of the amount and Overnight Rate of such Overnight Advance. Each
Overnight Advance shall bear interest at the applicable Overnight Rate and shall be payable in
full, including interest, on the earliest of: (a) the fifth day of the next succeeding month
following the date of the Advance, (b) one Banking Day following demand for repayment by the
Overnight Lender at its sole discretion or (c) the 5-Year Maturity Date (the “Overnight Maturity
Date”). Such payment may, at Borrower’s discretion, and subject to the conditions of this Credit
Agreement, be made by an Advance under the 5-Year Facility. Overnight Advances shall be made only
by the Overnight Lender. Borrower’s entitlement to receive, and the Overnight Lender’s obligation
to fund, any Overnight Advance shall be subject to the conditions and limitations set forth in
Section 2.1 hereof and applicable to 5-Year Advances generally and, in addition, (x) the aggregate
outstanding principal amount of all such Overnight Advances shall not at any time exceed the
Overnight Funding Commitment, and (y) the aggregate Individual Outstanding 5-Year Obligations of
all Syndication Parties (after giving effect to such Overnight Advances and risk participations
therein) shall not exceed the 5-Year Commitment. Immediately upon the making of an Overnight
Advance in accordance with the terms hereof, each Syndication Party (other than the Overnight
Lender) shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the
Overnight Lender a risk participation in such Syndication Party’s Applicable Percentage of such
Overnight Advance, which shall be funded in accordance with this Section. Such obligation to risk
participate shall be absolute and unconditional irrespective of any setoff, counterclaim,
recoupment, defense or other right which such Syndication Party may have. At the sole discretion of
the Overnight Lender, any Overnight Advance may be paid off at any time by a 5-Year Advance
requested by the Overnight Lender pursuant to Section 2.3. If for any reason such Overnight Advance
cannot be so paid off, each Syndication Party shall, at the request of the Overnight Lender,
promptly fund its risk participation in such Overnight Advance directly to the Overnight Lender.
The Overnight Lender may terminate or suspend its commitment to make Overnight Advances at any time
in its sole discretion upon notice to Borrower and the Overnight Lender shall not be required to
fund any Overnight Advances unless it is satisfied that it will have no Fronting Exposure after
giving effect to such Overnight Advance.



3.10 Overnight Advance Funding Failure. In the event the Overnight Lender fails to make
any requested Overnight Advance to be made by it on the date specified for such Advance, the
Administrative Agent (in that capacity) may, in its sole and absolute discretion and in its role
and capacity of the Administrative Agent, advance such funds to Borrower on behalf of such
Overnight Lender, notwithstanding limitations, if any, contained herein relating to the
Administrative Agent in its role as a Syndication Party, including its Individual 5-Year Commitment
or Individual 5-Year Lending Capacity. In the event of any such advance by the Administrative
Agent, the Overnight Lender will be treated as a Delinquent Syndication Party under Section 15.4
hereof, and the Administrative Agent will be treated as a Contributing Syndication Party under such
Section. In the event of any failure by a Syndication Party to fund its risk participation of an
Overnight Advance in accordance with Section 3.9, such Syndication Party will be treated as a
Delinquent Syndication Party under Section 15.4 hereof, and the Overnight Lender will be treated as
a Contributing Syndication Party under such Section.



3.11 LC Confirmation Indemnification. In connection with any Export Grain Transaction,
Borrower may, subject to the terms and conditions of this Section, at any time before 2:30 P.M.
(Central time) on a Banking Day, request CoBank (acting in its individual capacity and not as the
Administrative Agent or Syndication Party) to confirm (“LC Confirmation”) the letter of credit
issued by the applicable Importer’s bank (“Importer LC”), in accordance with the provisions of this
Section. Borrower’s request for an LC Confirmation (“Confirmation Request”) shall be made in
writing by facsimile or electronic mail, must be directed to CoBank, with a copy to the
Administrative Agent, and must (a) identify (i) the Export Grain Transaction, (ii) the Importer LC
(and, if available, attach a copy of the Importer LC), and (iii) the issuer of the Importer LC, in
each case for which the LC Confirmation is being requested; (b) specify the dollar amount to be
covered by the LC Confirmation (“Confirmation Amount”), and (c) be accompanied by a written
confirmation from the U.S. Department of Agriculture that (i) the Export Grain Transaction has been
registered with the Commodity Credit Corporation (“CCC”) and the guarantee fee has been submitted
to the CCC. In the event CoBank has not received the Credit Guarantee Assurance letter issued by
the CCC (“CCC Guarantee”) and an assignment thereof to CoBank, on or before the thirtieth (30th)
day following the date of CoBank’s issuance of the LC Confirmation (“Indemnification Date”),
Borrower shall promptly, but no later than 3:30 P.M. (Central time) on the Banking Day following
the Indemnification Date, reimburse CoBank in full for the Confirmation Amount plus any additional
costs or fees incurred by CoBank in connection therewith (“Borrower Indemnification Payment”). Such
reimbursement may, at Borrower’s discretion, but subject to the conditions of this Credit
Agreement, be made by a 5-Year Advance under the 5-Year Facility. In the event the CCC Guarantee,
and written assignment thereof from Borrower to CoBank, with respect to a specific LC Confirmation
is received by CoBank on or before the Indemnification Date, Borrower shall have no further
obligations regarding such LC Confirmation. LC Confirmations shall be made only by CoBank and
CoBank shall be entitled to retain for its account the full amount of any fees charged to Borrower
for the issuance of any LC Confirmation. Borrower’s entitlement to receive, and CoBank’s obligation
to issue, any LC Confirmation shall be subject to the conditions and limitations set forth in
Section 2.1 and 2.2 hereof and applicable to 5-Year Advances generally, and, in addition, the
aggregate amount of all outstanding LC Confirmations shall not at any time exceed the LC
Confirmation Commitment. Until such time as a CCC Guarantee is issued, or Borrower makes the
required Borrower Indemnification Payment with respect to a specific LC Confirmation, the
Confirmation Amount of such LC Confirmation shall be included in CoBank’s Individual Outstanding
5-Year Obligations. LC Confirmations are not Letters of Credit for the purposes of this Credit
Agreement.




	 	 	ARTICLE 4. LETTER OF CREDIT FACILITY





4.1 Letter of Credit Request. On the terms and conditions set forth in this Credit
Agreement, and so long as no Event of Default or Potential Default has occurred (or if a Potential
Default or an Event of Default has occurred, it has been waived in writing by the Administrative
Agent in accordance with the provisions of Section 15.10 hereof), Borrower may request the issuance
of one or more documentary letters of credit or standby letters of credit as Letters of Credit
pursuant to the conditions and limitations set forth below.



4.1.1 Request for Letter of Credit. Borrower may request issuance of a Letter of Credit by
providing, not later than 12:00 noon (Central time) on a Banking Day, a written request therefor
(“LC Request”) to the Administrative Agent and the Letter of Credit Bank. The LC Request shall set
forth (a) the face amount and expiry date, (b) the beneficiary, (c) the terms thereof, and (d) such
other information as the Letter of Credit Bank shall request. Letters of Credit shall be issued
under the 5-Year Facility. In no event may the expiry date be later than 364 days past the 5-Year
Maturity Date.



4.1.2 Purpose. Borrower may not request issuance of a Letter of Credit for other than a
purpose for which a 5-Year Advance could be requested under Section 2.6 hereof.



4.2 Letters of Credit. No later than 1:00 P.M. (Central time) on the Banking Day of the
receipt by the Letter of Credit Bank of a LC Request, it shall, if it approves the form and
substance thereof, issue the requested Letter of Credit for any expiry period from seven (7) days
following the date of issuance to the date which is 364 days past the 5-Year Maturity Date, subject
to the following:



4.2.1 Available Amount. The face amount of the requested Letter of Credit may not exceed
the lesser of (a) the amount determined by subtracting the aggregate Individual Outstanding 5-Year
Obligations of all Syndication Parties from the 5-Year Commitment, or (b) the amount determined by
subtracting the undrawn face amount of all Letters of Credit and Closing Date Letters of Credit
then outstanding (including any Letter of Credit requested but not yet issued unless the Letter of
Credit Bank has declined to issue the Letter of Credit) from the LC Commitment.



4.2.2 Availability. Letters of Credit may be requested for issuance only during the 5-Year
Availability Period. In the event that a Syndication Party is a Defaulting Syndication Party, the
Letter of Credit Bank will not be required to issue any Letter of Credit unless the Letter of
Credit Bank has entered into arrangements satisfactory to it and Borrower to eliminate the Letter
of Credit Bank’s Fronting Exposure with respect to all Defaulting Syndication Parties, including by
cash collateralizing each such Defaulting Syndication Party’s participating share in each Letter of
Credit.



4.2.3 Issuance Fee. Borrower shall pay at the time of the issuance, extension, renewal or
reissuance of each Letter of Credit the Issuance Fee therefor on the face amount thereof (including
any increases thereto pursuant to any renewal, extension or reissuance) to be distributed to the
Letter of Credit Bank.



4.2.4 Treatment of Draws. Immediately upon the issuance of a Letter of Credit (which
issuance shall be deemed to be the Closing Date in the case of Closing Date Letters of Credit
constituting Letters of Credit) in accordance with the terms hereof, each Syndication Party (other
than the Letter of Credit Bank) shall be deemed to, and hereby irrevocably and unconditionally
agrees to, purchase from the Letter of Credit Bank a risk participation in such Syndication Party’s
Applicable Percentage of such Letter of Credit, the obligations thereunder and in Borrower’s
reimbursement obligations in respect of draws thereunder, which shall be funded in accordance with
this Section. Such obligation to risk participate shall be absolute and unconditional irrespective
of any setoff, counterclaim, recoupment, defense or other right which such Syndication Party may
have. Each draw under a Letter of Credit shall be funded by each of the Syndication Parties
pursuant to Section 2.3 as a 5-Year Advance under the 5-Year Facility in accordance with their
respective Applicable Percentage. If and to the extent any such draw under a Letter of Credit is
not fully funded as a 5-Year Advance pursuant to Section 2.3 within one Banking Day following such
draw, Borrower shall immediately reimburse the Letter of Credit Bank for any unfunded or
unreimbursed amounts of such draw. If and to the extent any such draw under a Letter of Credit is
not funded as a 5-Year Advance or reimbursed by Borrower within two Banking Days following such
draw, each Syndication Party shall, at the request of the Letter of Credit Bank, promptly fund its
risk participation in such Letter of Credit directly to the Letter of Credit Bank.



4.3 Closing Date Letters of Credit. Borrower and each Syndication Party agree that each
Closing Date Letter of Credit shall, as of the Closing Date be deemed to have been issued as a
Letter of Credit under the 5-Year Facility, and that the issuer thereof shall for all purposes be
deemed to have been the Letter of Credit Bank hereunder with respect to each such Closing Date
Letter of Credit.



4.4 Cash Collateral Account. Upon (a) the occurrence of an Event of Default, or (b) the
occurrence of the date which is 105 days prior to the 5-Year Maturity Date, Borrower shall
immediately (x) establish an account, if one has not previously been established, with the
Administrative Agent, or with such other financial institution as shall be approved by the Required
Lenders (“Cash Collateral Account”); (y) deposit by wire transfer funds into such Cash Collateral
Account in an amount equal to (i) in the case of the application of clause (a) of this Section, the
undrawn face amount of all Letters of Credit then outstanding, or (ii) in the case of the
application of clause (b) of this Section, the undrawn face amount of all Letters of Credit which
on that date have an expiry date later than the 5-Year Maturity Date (each an “Extended Duration
LC”); and (z) take such action, including the execution and delivery (and, where requested,
obtaining the execution thereof by third parties) of security documents, Control Agreements,
financing statements, and/or such other documents as the Administrative Agent may require, in order
to grant to the Administrative Agent, on behalf of the Syndication Parties, a first lien security
interest on such Cash Collateral Account and the funds on deposit therein; provided that in the
case of clause (b) above, in lieu of the foregoing provisions of this Section 4.4 Borrower may,
upon terms and conditions satisfactory to the Administrative Agent in its sole discretion, (A)
enter into arrangements satisfactory to the Administrative Agent and the Letter of Credit Bank to
eliminate the Letter of Credit Bank’s risk with respect to each such Letter of Credit, including by
providing cash collateral to the Letter of Credit Bank, in each case in its individual capacity as
issuer of a letter of credit and (B) pay all Letter of Credit Fees and other fees, expenses or
other amounts accrued and unpaid at such time with respect to such Letters of Credit (the “LC
Separation Arrangements”); provided further that upon entering into the LC Separation Arrangements,
each such Letter of Credit shall permanently cease to be a Letter of Credit hereunder, and the LC
Commitment shall permanently be reduced to zero. In addition, Borrower shall, on the date of
issuance of each Extended Duration LC which is issued on, or any time subsequent to the date which
is 105 days prior to, the 5-Year Maturity Date, deposit by wire transfer funds into such Cash
Collateral Account in an amount equal to the face amount of each such Extended Duration LC unless a
deposit was made on account of such Extended Duration LC pursuant to clause (y) above. In the event
that Borrower fails or refuses to establish and fund the Cash Collateral Account or enter into the
LC Separation Arrangements as required above, the Syndication Parties shall establish such an
account in the name of the Administrative Agent and fund such account by a 5-Year Advance in the
same manner that a draw under any such Letter of Credit would be funded. Notwithstanding any other
provision contained in this Credit Agreement or any of the other Loan Documents, draws made against
any Letter of Credit on or after the date of funding of the Cash Collateral Account with respect to
such Letter of Credit, shall be funded out of the funds on deposit in the Cash Collateral Account
rather than out of 5-Year Advances, to the extent that the funds deposited into the Cash Collateral
Account with respect to such Letter of Credit remain on deposit in the Cash Collateral Account on
the date of such draw. At and after such time as there no longer exists any Event of Default, the
Administrative Agent shall within a reasonable time after receipt of a written request therefor
from Borrower (which Borrower may send at any time after the date all Events of Default have been
cured (if cure is allowed) or waived pursuant to the provisions of this Credit Agreement), refund
to Borrower the amounts in the Cash Collateral Account which were deposited therein on account of
such Events of Default (less any amounts withdrawn from the Cash Collateral Account to fund draws
on any Letters of Credit). Any draw under an Extended Duration LC funded as a 5-Year Advance shall
be repaid by Borrower no later than the next Banking Day if such draw occurs after the 5-Year
Maturity Date to the extent that it is not funded out of the Cash Collateral Account as provided
above. Upon receiving proof satisfactory to the Administrative Agent of the termination, reduction
in amount, or expiration of any Extended Duration LC, and unless an Event of Default has occurred
and is continuing, and so long as there remains on deposit in the Cash Collateral Account funds
equal to the undrawn face amount of all Extended Duration LCs which remain outstanding, the
Administrative Agent shall within a reasonable time after receiving a written request therefor from
Borrower, refund to Borrower an amount equal to the undrawn face amount of such terminated or
expired Extended Duration LC or the amount by which the undrawn face amount of such Extended
Duration LC has been reduced, as applicable. In the event of the extension of the 5-Year Maturity
Date to a date beyond the expiry date of an Extended Duration LC, each Extended Duration LC whose
expiry date is no longer later than the 5-Year Maturity Date as so extended (each hereinafter
referred to as a “Converted LC”), shall no longer be deemed to be an Extended Duration LC, and
unless an Event of Default has occurred and is continuing, and so long as there remains on deposit
in the Cash Collateral Account funds equal to the undrawn face amount of all Extended Duration LCs,
excluding each such Converted LC, the Administrative Agent shall within a reasonable time after
receipt of a written request therefor from Borrower (which Borrower may send at any time after the
effective date of such extension of the 5-Year Maturity Date), refund to Borrower an amount equal
to the undrawn face amount of each such Converted LC.



4.5 Reimbursement Obligation Unconditional. All draws under the Letters of Credit are
absolutely, unconditionally, and irrevocably reimbursable by Borrower and shall be funded as 5-Year
Advances (or as provided otherwise in Section 4.2.4 or 4.4 hereof), notwithstanding:



(a) any lack of validity or enforceability of the Letter of Credit, any of the documents
referenced in the Letter of Credit, or any other agreement or instrument related to any such
documents;



(b) the existence of any claim, setoff, defense or other right which Borrower may have at any
time against the beneficiary or any transferee of the Letter of Credit (or any person for whom the
beneficiary or transferee may be acting);



(c) any statement, draft, certificate, or any other document presented under the Letter of
Credit proving to be forged, fraudulent, invalid or insufficient in any respect, or any statement
therein being untrue or inaccurate in any respect whatsoever or the draw certificate was otherwise
unauthorized, it being expressly understood and agreed by Borrower that neither the Letter of
Credit Bank nor any Syndication Party shall have any liability on account of any lack of
authorization or forgery and any recovery from third parties on account of such lack of
authorization or such forgery shall be the sole responsibility of Borrower; or



(d) the payment of a draw against presentation of a draft or certificate which does not comply
with the terms of the Letter of Credit, unless such payment is made as a result of the gross
negligence or willful misconduct of the issuer of the Letter of Credit.




	 	 	ARTICLE 5. INTEREST; FEES; AND MARGINS





5.1 Interest. Except as provided in Article 3 hereof, interest on all Loans shall be
calculated as follows:



5.1.1 Base Rate Option. Unless Borrower requests and receives a LIBO Rate Loan pursuant to
Subsection 5.1.2 hereof, the outstanding principal balance owing hereunder for 5-Year Advances
(unless otherwise specified pursuant to Section 3.9, in the case of Overnight Advances) shall bear
interest at the Base Rate (each a “Base Rate Loan”).



5.1.2 LIBO Rate Option. From time to time, and so long as no Event of Default has occurred
and is continuing, at the request of Borrower included in a 5-Year Borrowing Notice, all or any
part of the outstanding principal balance owing hereunder for 5-Year Advances may bear interest at
the LIBO Rate (each a “LIBO Rate Loan”); provided that Borrower may have no more than ten (10) LIBO
Rate Loans outstanding at any time. To effect this option, the 5-Year Borrowing Notice must specify
(a) the principal amount that is to bear interest at the LIBO Rate, which must be a minimum of
$10,000,000.00 and in incremental multiples of $1,000,000.00 and (b) the period selected by
Borrower during which the LIBO Rate is to be applied (“LIBO Rate Period”), which may be any period
of one, two, three, or six months, but must expire no later than the 5-Year Maturity Date. In
addition, Borrower may convert any Base Rate Loan to a LIBO Rate Loan, or continue a LIBO Rate
Loan, by making a written request therefor, substantially in the form of Exhibit 5.1 hereto
(“Conversion or Continuation Notice”), to the Administrative Agent by facsimile or electronic mail
at least three (3) Banking Days prior to the first date of the LIBO Rate Period therefor,
specifying (y) the principal amount that is to bear interest at the LIBO Rate, which must be a
minimum of $10,000,000.00 and in incremental multiples of $1,000,000.00 and (z) the LIBO Rate
Period selected by Borrower during which the LIBO Rate is to be applied. The Administrative Agent
shall incur no liability in acting upon a request which it believed in good faith had been made by
a properly authorized employee of Borrower. Following the expiration of the LIBO Rate Period for
any LIBO Rate Loan, interest shall automatically accrue at the Base Rate unless Borrower requests
and receives another LIBO Rate Loan as provided in this Subsection.



5.2 Additional Provisions for LIBO Rate Loans.



5.2.1 Limitation on LIBO Rate Loans. Anything herein to the contrary notwithstanding, if,
on or prior to the determination of the LIBO Rate for any LIBO Rate Period:



(a) the Administrative Agent determines (which determination shall be conclusive) that
quotations of interest rates in accordance with the definition of LIBO Rate are not being provided
in the relevant amounts or for the relevant maturities for purposes of determining rates of
interest for LIBO Rate Loans as provided in this Credit Agreement; or



(b) any Syndication Party determines (which determination shall be conclusive) that the
relevant rates of interest referred to in the definition of LIBO Rate upon the basis of which the
rate of interest for LIBO Rate Loans for such LIBO Rate Period is to be determined do not
adequately cover the cost to the Syndication Parties of making or maintaining such LIBO Rate Loans
for such LIBO Rate Period;



then Administrative Agent shall give Borrower prompt notice thereof, and so long as such condition
remains in effect, in the case of clause (a) above, the Syndication Parties, and in the case of
clause (b) above, the Syndication Party that makes the determination, shall be under no obligation
to make LIBO Rate Loans, convert Base Rate Loans into LIBO Rate Loans, or continue LIBO Rate Loans,
and Borrower shall, on the last days of the then current applicable LIBO Rate Periods for the
outstanding LIBO Rate Loans, either prepay such LIBO Rate Loans or such LIBO Rate Loans shall
automatically be converted into a Base Rate Loan in accordance with Section 5.1 hereof.



5.2.2 LIBO Rate Loan Unlawful. If any Change in Law shall make it unlawful for any of the
Syndication Parties to (a) advance its Funding Share of any LIBO Rate Loan or (b) maintain its
share of all or any portion of the LIBO Rate Loans, each such Syndication Party shall promptly, by
telephone (in which case it must be promptly followed by a writing) or facsimile or electronic
mail, notify the Administrative Agent thereof, and of the reasons therefor and the Administrative
Agent shall promptly notify Borrower thereof and shall provide a copy of such written notice to
Borrower. In the former event, any obligation of any such Syndication Party to make available its
Funding Share of any future LIBO Rate Loan shall immediately be canceled (and, in lieu thereof
shall be made as a Base Rate Loan), and in the latter event, any such unlawful LIBO Rate Loans or
portions thereof then outstanding shall be converted, at the option of such Syndication Party, to a
Base Rate Loan; provided, however, that if any such Change in Law shall permit the LIBO Rate to
remain in effect until the expiration of the LIBO Rate Period applicable to any such unlawful LIBO
Rate Loan, then such LIBO Rate Loan shall continue in effect until the expiration of such LIBO Rate
Period. Upon the occurrence of any of the foregoing events on account of any Change in Law,
Borrower shall pay to the Administrative Agent immediately upon demand such amounts as may be
necessary to compensate any such Syndication Party for any fees, charges, or other costs (including
Funding Losses) incurred or payable by such Syndication Party as a result thereof and which are
attributable to any LIBO Rate Loan made available to Borrower hereunder, and any reasonable
allocation made by any such Syndication Party among its operations shall be conclusive and binding
upon Borrower absent manifest error.



5.2.3 Treatment of Affected Loans. If the obligations of any Syndication Party to make or
continue LIBO Rate Loans, or to convert Base Rate Loans into LIBO Rate Loans, are suspended
pursuant to Subsection 5.2.1 or 5.2.2 hereof (all LIBO Rate Loans so affected being herein called
“Affected Loans”), such Syndication Party’s Affected Loans shall, on the last day(s) of the then
current LIBO Rate Period(s) for the Affected Loans (or, in the case of a conversion required by
Subsection 5.2.1 or 5.2.2, on such earlier date as such Syndication Party may specify to Borrower),
be automatically converted into Base Rate Loans for the account of such Syndication Party. To the
extent that such Syndication Party’s Affected Loans have been so converted, all payments and
prepayments of principal which would otherwise be applied to such Syndication Party’s Affected
Loans shall be applied instead to its Base Rate Loans. All Advances which would otherwise be made
or continued by such Syndication Party as LIBO Rate Loans shall be made or continued instead as
Base Rate Loans, and all Base Rate Loans of such Syndication Party which would otherwise be
converted into LIBO Rate Loans shall remain as Base Rate Loans.



5.3 Default Interest Rate. All past due payments on 5-Year Advances (including Overnight
Advances), Bid Advances, or of any other Bank Debt (whether as a result of nonpayment by Borrower
when due, at maturity, or upon acceleration) shall bear interest at the Default Interest Rate from
and after the due date for the payment, or on the date of maturity or acceleration, as the case may
be.



5.4 Interest Calculation. Interest on all Loans shall be calculated on the actual number
of days the principal owing thereunder is outstanding with the daily rate calculated on the basis
of a year consisting of 360 days. In calculating interest, the Advance Date shall be included and
the date each payment is received shall be excluded.



5.5 Fees. Subject to Section 15.30, Borrower shall pay or cause to be paid the following
fees:



5.5.1 5-Year Facility Fee. A non-refundable fee (“5-Year Facility Fee”) calculated in
arrears as of the end of each of Borrower’s Fiscal Quarters following the Closing Date, until the
Loans are paid in full, all Letters of Credit are canceled or have expired, and the Syndication
Parties have no further obligation to make a 5-Year Advance or issue Letters of Credit hereunder.
The 5-Year Facility Fee for each such period shall be equal to (a) the average daily 5-Year
Commitment in effect during such period, (b) multiplied by the average daily 5-Year Facility Fee
Factor in effect during such period, as converted to a daily rate using a year of 360 days, (c)
with the product thereof being further multiplied by the number of days in such period. The 5-Year
Facility Fee shall be payable to the Administrative Agent in arrears on the Banking Day coinciding
with, or immediately preceding the fifth (5th) day after the close of each such Fiscal Quarter, for
distribution to each Syndication Party in the ratio that its Individual 5-Year Commitment bears to
the 5-Year Commitment as calculated by the Administrative Agent on the last day of each such
period.



5.5.2 Letter of Credit Fee. Borrower shall pay the non-refundable Letter of Credit Fee
calculated in arrears as of the last day of each of Borrower’s Fiscal Quarters or as otherwise
provided in Section 4.4. The Letter of Credit Fee shall be payable to the Administrative Agent in
arrears on the Banking Day coinciding with, or immediately preceding the fifth (5th) day after the
close of each of Borrower’s Fiscal Quarters or as otherwise provided in Section 4.4, for
distribution to each Syndication Party in accordance with its Applicable Percentage as calculated
by the Administrative Agent on the last day of each such period.



5.6 5-Year Margin; 5-Year Facility Fee Factor. If the Compliance Certificate with respect
to any Fiscal Quarter or Fiscal Year is not received by the Administrative Agent by the date
required as provided in Subsections 11.2.1 and 11.2.2 hereof, the 5-Year Margin and the 5-Year
Facility Fee Factor for the period commencing on the first day of the Fiscal Quarter or Fiscal Year
commencing immediately after the Fiscal Quarter or Fiscal Year for which such Compliance Report was
required, shall each be determined based on Tier 1 of Schedule 2 for that entire Fiscal
Quarter or Fiscal Year. If at any time within one year of any date of determination of the ratio of
Consolidated Funded Debt to Consolidated Cash Flow for purposes of calculating the 5-Year Margin
and 5-Year Facility Fee Factor, as a result of any restatement of or other adjustment to the
financial statements of Borrower or for any other reason, (i) the ratio of Consolidated Funded Debt
to Consolidated Cash Flow as calculated by the Borrower as of any applicable date was inaccurate
and (ii) a proper calculation of the ratio of Consolidated Funded Debt to Consolidated Cash Flow
would have resulted in higher pricing for such period, the Borrower shall immediately and
retroactively be obligated to pay to the Administrative Agent for the account of each Syndication
Party promptly, and in any event within five (5) Banking Days, on demand by the Administrative
Agent, an amount equal to the excess of the amount of interest and fees that should have been paid
for such period over the amount of interest and fees actually paid for such period.




	 	 	ARTICLE 6. PAYMENTS; FUNDING LOSSES





6.1 Principal Payments. Principal shall be payable on the 5-Year Maturity Date; provided
that (a) principal owing on all Bid Advances shall be payable (i) on the Bid Maturity Date as
provided in the Bid under which such Bid Advance was made, if such date is earlier than the 5-Year
Maturity Date, and (ii) as provided in Section 3.7 hereof; (b) principal owing on all Overnight
Advances shall be payable on the applicable Overnight Maturity Date; and (c) prepayments may be
made only as provided in Section 6.5 hereof.



6.2 Interest Payments. Interest shall be payable as follows: (a) interest on Base Rate
Loans and Overnight Advances shall be payable monthly in arrears on the fifth day of the next
succeeding month, (b) interest on LIBO Rate Loans shall be payable on the last day of the LIBO Rate
Period therefor unless the LIBO Rate Period is longer than three (3) months, in which case interest
shall also be payable on each three month anniversary of the first day of the applicable LIBO Rate
Period, (c) interest on each Bid Rate Loan shall be payable on the Bid Maturity Date therefor
unless the Bid Maturity Date is more than three (3) months from the date of the Advance under such
Bid Rate Loan, in which case interest shall also be payable on each three month anniversary of the
date of the relevant Advance, (d) interest on Overnight Advances then accrued and unpaid shall be
payable on the Overnight Maturity Date, and (e) interest on all Loans then accrued and unpaid shall
be payable on the 5-Year Maturity Date.



6.3 Application of Principal Payments. Subject to Section 14.4, principal payments and
prepayments shall be applied (a) so long as no Event of Default or Potential Default has occurred
and is continuing, to principal amounts owing under the 5-Year Facility, including to Overnight
Advances, as Borrower directs in writing (provided that Bid Rate Loans may not be prepaid); or (b)
if an Event of Default or Potential Default has occurred and is continuing, or if Borrower provides
no specific direction, then to principal amounts owing (i) under those Overnight Advances with
respect to which the Overnight Maturity Date has occurred, then (ii) under those Bid Rate Loans
with respect to which the Bid Maturity Date has occurred, then (iii) under the 5-Year Facility
(other than Bid Rate Loans or Overnight Advances), then (iv) under those Overnight Advances with
respect to which the Overnight Maturity Date has not occurred, then (v) under the Bid Rate Loans
with respect to which the Bid Maturity Date has not occurred (provided that Bid Rate Loans shall
not be prepaid unless an Event of Default or Potential Default is continuing, and Borrower will be
responsible for all Funding Losses applicable to such prepayment). Subject to the provisions of the
foregoing sentence, payments shall be applied first to Base Rate Loans and then to LIBO Rate Loans
unless Borrower directs otherwise in writing; provided, subject to Section 14.4, upon the
occurrence and during the continuance of an Event of Default or Potential Default, such payments
shall be applied, first to fees, second to interest, third to principal pro-rata to the applicable
Loans, fourth to the Cash Collateral Account, and last to any other Bank Debt.



6.4 Manner of Payment. All payments, including prepayments, that Borrower is required or
permitted to make under the terms of this Credit Agreement and the other Loan Documents shall be
made to the Administrative Agent in immediately available federal funds, to be received no later
than 1:00 P.M. (Central time) of the date on which such payment is due (or the following Banking
Day if such date is not a Banking Day) by wire transfer through Federal Reserve Bank, Kansas City,
as provided in the Wire Instructions (or to such other account as the Administrative Agent may
designate by notice).



6.4.1 Payments to Be Free and Clear. All sums payable by Borrower under this Credit
Agreement and the other Loan Documents shall be paid without setoff or counterclaim and free and
clear of, and without any deduction or withholding on account of, any tax imposed, levied,
collected, withheld or assessed by or within the United States of America or any political
subdivision in or of the United States of America or any other jurisdiction from or to which a
payment is made by or on behalf of Borrower or by any federation or organization of which the
United States of America or any such jurisdiction is a member at the time of payment (excluding (i)
taxes imposed on or measured by the net income or net profits of the recipient of such payment, and
franchise taxes imposed in lieu thereof or (ii) any taxes imposed pursuant to FATCA).



6.4.2 Grossing-up of Payments. If Borrower or any other Person is required by law to make
any deduction or withholding on account of any such tax from any sum paid or payable by Borrower to
the Administrative Agent or any Syndication Party under any of the Loan Documents:



(a) Borrower shall notify the Administrative Agent of any such requirement or any change in
any such requirement as soon as Borrower becomes aware of it;



(b) Borrower shall pay any such tax when such tax is due, such payment to be made (if the
liability to pay is imposed on Borrower) for its own account or (if that liability is imposed on
the Administrative Agent or such Syndication Party, as the case may be) on behalf of and in the
name of the Administrative Agent or such Syndication Party;



(c) the sum payable by Borrower in respect of which the relevant deduction, withholding or
payment is required shall be increased to the extent necessary to ensure that, after the making of
that deduction, withholding or payment, the Administrative Agent or such Syndication Party, as the
case may be, receives on the due date a net sum equal to what it would have received had no such
deduction, withholding or payment been required or made; and



(d) within thirty (30) days after paying any sum from which it is required by law to make any
deduction or withholding, and within thirty (30) days after the due date of payment of any tax
which it is required by clause (b) above to pay, Borrower shall deliver to the Administrative Agent
evidence satisfactory to the other affected parties of such deduction, withholding or payment and
of the remittance thereof to the relevant taxing or other authority; provided that no such
additional amount shall be required to be paid to any Syndication Party under clause (c) above
except to the extent that any change after the date on which such Syndication Party became a
Syndication Party in any such requirement for a deduction, withholding or payment as is mentioned
therein shall result in an increase in the rate of such deduction, withholding or payment from that
in effect at the date on which such Syndication Party became a Syndication Party, in respect of
payments to such Syndication Party.



6.5 Voluntary Prepayments. Borrower shall have the right to prepay all or any part of the
outstanding principal balance under the Loans at any time in integral multiples of $1,000,000.00
(or the entire outstanding balance, if less) and subject to a $5,000,000.00 minimum prepayment on
LIBO Rate Loans (or the entire outstanding balance, if less), on any Banking Day; provided that (a)
in the event of prepayment of any LIBO Rate Loan, whether voluntary (including payments pursuant to
Section 2.9 hereof) or on account of acceleration (i) Borrower must provide three (3) Banking Days
notice to the Administrative Agent prior to making such prepayment, and (ii) Borrower must, at the
time of making such prepayment, pay all accrued but unpaid interest and all Funding Losses
applicable to such prepayment, and (b) Borrower shall not have the right to prepay any Bid Rate
Loan before the applicable Bid Maturity Date, but if a Bid Rate Loan is deemed prepaid on account
of acceleration, Borrower must pay all Funding Losses applicable to such prepayment. Principal
amounts prepaid may be reborrowed under the terms and conditions of this Credit Agreement.



6.6 Distribution of Principal and Interest Payments. The Administrative Agent shall
distribute payments of principal and interest among the Syndication Parties as follows:



6.6.1 Principal and Interest Payments on 5-Year Advances. Principal and interest payments
on 5-Year Advances shall be remitted to the Syndication Parties in the ratio in which they funded
the 5-Year Advance to which such payments are applied.



6.6.2 Principal and Interest Payments on Bid Advances. Principal and interest payments on
Bid Advances shall be remitted to the Syndication Party which made the Bid Advance to which such
payments are applied.



6.6.3 Principal and Interest Payments on Overnight Advances. Principal and interest
payments on Overnight Advances shall be remitted to the Overnight Lender.



6.7 Funding Losses. Borrower will indemnify each Syndication Party against any Funding
Losses that such Syndication Party may sustain or incur as a consequence of any event (other than a
default by such Syndication Party in the performance of its obligations hereunder) which results in
(a) such Syndication Party receiving any amount on account of the principal of any LIBO Rate Loan
or Bid Rate Loan prior to the last day of the LIBO Rate Period in effect therefor (in the case of
LIBO Rate Loans) or the Bid Maturity Date therefor (in the case of Bid Rate Loans), (b) the
conversion of a LIBO Rate Loan to a Base Rate Loan, or any conversion of the LIBO Rate Period with
respect to any LIBO Rate Loan, in each case other than on the last day of the LIBO Rate Period in
effect therefor, or (c) any LIBO Rate Loan to be made, converted or continued by such Syndication
Party not being made, converted or continued after notice thereof shall have been given by
Borrower. “Funding Losses” shall be determined on an individual Syndication Party basis as the
amount which would result in such Syndication Party being made whole (on a present value basis) for
the actual or imputed funding losses (including, without limitation, any loss, cost or expense
incurred by reason of obtaining, liquidating or employing deposits or other funds acquired by such
Syndication Party to fund or maintain a LIBO Rate Loan or Bid Rate Loan) incurred by such
Syndication Party as a result of such payment (regardless of whether the Syndication Party actually
funded with such deposits). In the event of any such payment, each Syndication Party which had
funded the LIBO Rate Loan being paid (or the Syndication Party which made the Bid Advance being
prepaid) shall, promptly after being notified of such payment, send written notice (“Funding Loss
Notice”) to the Administrative Agent by facsimile or electronic mail setting forth the amount of
attributable Funding Losses. The Administrative Agent shall notify Borrower orally or in writing of
the amount of such Funding Losses. A determination by a Syndication Party as to the amounts
payable pursuant to this Section shall be conclusive absent manifest error.




	 	 	ARTICLE 7. BANK EQUITY INTERESTS





Borrower agrees to purchase such equity interests in CoBank (“Bank Equity Interests”) as
CoBank may from time to time require in accordance with its bylaws and capital plans as applicable
to cooperative borrowers generally. In connection with the foregoing, Borrower hereby acknowledges
receipt, prior to the execution of this Credit Agreement, of the following with respect to CoBank:
(a) the bylaws, (b) a written description of the terms and conditions under which the Bank Equity
Interests are issued and (c) the most recent annual report, and if more recent than the latest
annual report, the latest quarterly report. Borrower agrees to be bound by the terms of CoBank’s
bylaws and capitalization plan, including without limitation, provisions applicable to patronage
distributions. CoBank shall have no obligation to retire the Bank Equity Interests upon Borrower’s
default or at any other time, either for application to the Bank Debt or otherwise. Neither the
Bank Equity Interests nor any accrued patronage shall be offset against the Bank Debt owing to
CoBank or otherwise taken into consideration for purposes of determining the Syndication Parties’
pro rata shares hereunder. CoBank reserves the right to sell participations under the provisions of
Section 15.27 on a non-patronage basis. In addition, Borrower agrees to purchase such equity
interests in any Farm Credit System Institution which is a Syndication Party hereunder as such Farm
Credit System Institution may from time to time require in accordance with its bylaws and capital
plans as applicable to cooperative borrowers generally and as is required by any written agreement
Borrower may execute with any such Farm Credit System Institution.




	 	 	ARTICLE 8. SECURITY





The obligations of Borrower under this Credit Agreement shall be unsecured, except (a) with
respect to the Cash Collateral Account as provided in Section 4.4 and cash collateral provided
under Section 15.30; (b) the statutory lien in favor of CoBank (but not any other Syndication
Parties) in the Bank Equity Interests (and each party hereto acknowledges that CoBank has a
statutory first lien on all of the Bank Equity Interests pursuant to 12 U.S.C. 2131, and that such
statutory lien shall be for CoBank’s sole and exclusive benefit and shall not be subject to this
Credit Agreement or any other Loan Document); and (c) the statutory lien, if any, in favor of any
Farm Credit System Institution (but not any other Syndication Parties), which may require Borrower
to purchase equity interests as provided in Article 7 hereof, in such equity interests.




	 	 	ARTICLE 9. REPRESENTATIONS AND WARRANTIES





To induce the Syndication Parties to make the Loans, and the Letter of Credit Bank to issue
Letters of Credit, and recognizing that the Syndication Parties, the Administrative Agent, the
Letter of Credit Bank, and the Bid Agent are relying thereon, Borrower represents and warrants as
follows:



9.1 Organization, Good Standing, Etc. Borrower: (a) is duly organized, validly existing,
and in good standing under the laws of its state of incorporation; (b) qualifies as a cooperative
association under the laws of its state of incorporation; (c) is duly qualified to do business and
is in good standing in each jurisdiction in which the transaction of its business makes such
qualification necessary, except to the extent that the failure to so qualify has not resulted in,
and could not reasonably be expected to cause, a Material Adverse Effect; and (d) has all authority
and all requisite corporate and legal power to own and operate its assets and to carry on its
business, and to enter into and perform the Loan Documents to which it is a party. Each Subsidiary:
(a) is duly organized, validly existing, and in good standing under the laws of its state of
incorporation; (b) is duly qualified to do business and is in good standing in each jurisdiction in
which the transaction of its business makes such qualification necessary, except to the extent that
the failure to so qualify has not resulted in, and could not reasonably be expected to cause, a
Material Adverse Effect; and (c) has all authority and all requisite corporate and legal power to
own and operate its assets and to carry on its business.



9.2 Corporate Authority, Due Authorization; Consents. Borrower has taken all corporate
action necessary to execute, deliver and perform its obligations under the Loan Documents to which
it is a party. All consents or approvals of any Person which are necessary for, or are required as
a condition of Borrower’s execution, delivery and performance of and under the Loan Documents, have
been obtained.



9.3 Litigation. Except as described on Exhibit 9.3 hereto, there are no pending
legal or governmental actions, proceedings or investigations to which Borrower or any Subsidiary is
a party or to which any property of Borrower or any Subsidiary is subject which might reasonably be
expected to result in any Material Adverse Effect and, to Borrower’s knowledge, no such actions or
proceedings are threatened or contemplated by any federal, state, county, or city (or similar unit)
governmental agency or any other Person.



9.4 No Violations. The execution, delivery and performance of its obligations under the
Loan Documents will not: (a) violate any provision of Borrower’s articles of incorporation or
bylaws, or any law, rule, regulation (including, without limitation, Regulations T, U, and X of the
Board of Governors of the Federal Reserve System), or any judgment, order or ruling of any court or
governmental agency; (b) violate, require consent under (except such consent as has been obtained),
conflict with, result in a breach of, constitute a default under, or with the giving of notice or
the expiration of time or both, constitute a default under, any existing real estate mortgage,
indenture, lease, security agreement, contract, note, instrument or any other agreements or
documents binding on Borrower or affecting its property; or (c) violate, conflict with, result in a
breach of, constitute a default under, or result in the loss of, or restriction of rights under,
any Required License or any order, law, rule, or regulation under or pursuant to which any Required
License was issued or is maintained (“Licensing Laws”).



9.5 Binding Agreement. Each of the Loan Documents to which Borrower is a party is, or when
executed and delivered, will be, the legal, valid and binding obligation of Borrower, enforceable
in accordance with its terms, subject only to limitations on enforceability imposed by applicable
bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights
generally and by general principles of equity.



9.6 Compliance with Laws. Borrower and each Subsidiary are in compliance with all federal,
state, and local laws, rules, regulations, ordinances, codes and orders, including without
limitation all Environmental Laws and all Licensing Laws, with respect to which noncompliance could
reasonably be expected to result in a Material Adverse Effect.



9.7 Principal Place of Business; Place of Organization. Borrower’s place of business, or
chief executive office if it has more than one place of business, and the place where the records
required by Section 11.1 hereof are kept, is located at 5500 Cenex Drive, Inver Grove Heights,
Minnesota 55077. Borrower is a cooperative corporation formed under the laws of the State of
Minnesota.



9.8 Payment of Taxes. Except as shown on Exhibit 9.8 hereto, Borrower and each
Subsidiary have filed all required federal, state and local tax returns and have paid all taxes as
shown on such returns as they have become due, and have paid when due all other taxes, assessments
or impositions levied or assessed against Borrower or any Subsidiary, or their business or
properties, except where the failure to make such filing or payment could not reasonably be
expected to result in a Material Adverse Effect. Exhibit 9.8 specifically indicates all
such taxes, if any, which are subject to a Good Faith Contest.



9.9 Licenses and Approvals. Borrower and each Subsidiary have ownership of, or
license to use, or have been issued, all trademarks, patents, copyrights, franchises, certificates,
approvals, permits, authorities, agreements, and licenses which are used or necessary to permit it
to own its properties and to conduct the business as presently being conducted as to which the
termination or revocation thereof could reasonably be expected to have a Material Adverse Effect
(“Required Licenses”). Each Required License is in full force and effect, and there is no
outstanding notice of cancellation or termination or, to Borrower’s knowledge, any threatened
cancellation or termination in connection therewith, nor has an event occurred with respect to any
Required License which, with the giving of notice or passage of time or both, could result in the
revocation or termination thereof or otherwise in any impairment of Borrower’s rights with respect
thereto, which impairment could reasonably be expected to have a Material Adverse Effect. No
consent, permission, authorization, order, or license of any governmental authority, is necessary
in connection with the execution, delivery, performance, or enforcement of and under the Loan
Documents to which Borrower is a party except such as have been obtained and are in full force and
effect.



9.10 Employee Benefit Plans. Exhibit 9.10 sets forth as of the Closing Date a true
and complete list of each Borrower Benefit Plan that is maintained by Borrower or any of its
Subsidiaries or in which Borrower or any of its Subsidiaries participates or to which Borrower or
any of its Subsidiaries is obligated to contribute, in each case as of the Closing Date. Borrower
and its Subsidiaries are in compliance in all material respects with the Employee Retirement Income
Security Act of 1974, as amended, and the regulations thereunder (“ERISA”), to the extent
applicable to them, and have not received any notice to the contrary from the Pension Benefit
Guaranty Corporation (“PBGC”).



9.11 Equity Investments. Borrower does not now own any stock or other voting or equity
interest, directly or indirectly, in any Person valued at the greater of book value or market value
at $5,000,000 or more, other than: (a) the Bank Equity Interests, and (b) as set forth on
Exhibit 9.11.



9.12 Title to Real and Personal Property. Borrower and each Subsidiary have good and
marketable title to, or valid leasehold interests in, all of their material properties and assets,
real and personal, including the properties and assets and leasehold interests reflected in the
financial statements of Borrower and its Subsidiaries referred to in Section 9.13 hereof, except
(a) any properties or assets disposed of in the ordinary course of business, and (b) for defects in
title and encumbrances which could not reasonably be expected to result in a Material Adverse
Effect; and none of the properties of Borrower or any Consolidated Subsidiary are subject to any
Lien, except as permitted by Section 12.3 hereof. All such property is in good operating condition
and repair, reasonable wear and tear excepted, and suitable in all material respects for the
purposes for which it is being utilized except where their failure to be in good operating
condition could not reasonably be expected to result in a Material Adverse Effect. All of the
leases of Borrower and each Subsidiary which constitute Material Agreements are in full force and
effect and afford Borrower or such Subsidiary peaceful and undisturbed possession of the subject
matter thereof.



9.13 Financial Statements. The consolidated balance sheets of Borrower and its
Subsidiaries as of August 31, 2010, and the related consolidated statements of operations, cash
flows and consolidated statements of capital shares and equities for the Fiscal Year then ended,
and the accompanying footnotes, together with the unqualified opinion thereon, dated November 10,
2010 of PricewaterhouseCoopers LLP, independent certified public accountants, copies of which have
been furnished to the Administrative Agent and the Syndication Parties, fairly present in all
material respects the consolidated financial condition of Borrower and its Subsidiaries as at such
dates and the results of the consolidated operations of Borrower and its Subsidiaries for the
periods covered by such statements, all in accordance with GAAP consistently applied. Since August
31, 2010, there has been no material adverse change in the financial condition, results of
operations, business or prospects of Borrower or any of its Subsidiaries. As of the Closing Date,
there are no liabilities of Borrower or any of its Subsidiaries, fixed or contingent, which are
material but are not reflected in the financial statements of Borrower and its Subsidiaries
referred to above or referred to in the notes thereto, other than liabilities arising in the
ordinary course of business since August 31, 2010. No information, exhibit, or report furnished by
Borrower or any of its Subsidiaries to the Administrative Agent or the Syndication Parties in
connection with the negotiation of this Credit Agreement contained any material misstatement of
fact or omitted to state a material fact or any fact necessary to make the statements contained
therein not materially misleading in light of the circumstances in which they were made and taken
together with the other information, exhibits and reports furnished to the Administrative Agent
and/or the Syndication Parties.



9.14 Environmental Compliance. Except as set forth on Exhibit 9.14 hereto,
Borrower and each Subsidiary have obtained all permits, licenses and other authorizations which are
required under all applicable Environmental Laws, except to the extent failure to have any such
permit, license or authorization could not reasonably be expected to result in a Material Adverse
Effect. Except as set forth on Exhibit 9.14 hereto, Borrower and each Subsidiary are in
compliance with all Environmental Laws and the terms and conditions of the required permits,
licenses and authorizations, and are also in compliance with all other limitations, restrictions,
obligations, schedules and timetables contained in those Laws or contained in any plan, order,
decree, judgment, injunction, notice or demand letter issued, entered, promulgated or approved
thereunder, except to the extent, in each case, failure to comply has not resulted in, and could
not reasonably be expected to result in, a Material Adverse Effect.



9.15 Fiscal Year. Each fiscal year of Borrower begins on September 1 of each calendar year
and ends on August 31 of the following calendar year.



9.16 Material Agreements. Neither Borrower nor, to Borrower’s knowledge, any other party
to any Material Agreement, is in default thereunder, and no facts exist which with the giving of
notice or the passage of time, or both, would constitute such a default.



9.17 Regulations U and X. No portion of any Advance or Letter of Credit will be used for
the purpose of purchasing, carrying, or making loans to finance the purchase of, any “margin
security” or “margin stock” as such terms are used in Regulations U or X of the Board of Governors
of the Federal Reserve System, 12 C.F.R. Parts 221 and 224.



9.18 Trademarks, Tradenames, etc. Borrower owns or licenses all patents, trademarks, trade
names, service marks and copyrights (collectively, “Intellectual Property”) that it utilizes in its
business as presently being conducted and as anticipated to be conducted, except where the failure
to do so could not reasonably be expected to result in a Material Adverse Effect. The Intellectual
Property is in full force and effect, and Borrower has taken or caused to be taken all action,
necessary to maintain the Intellectual Property in full force and effect and has not taken or
failed to take or cause to be taken any action which, with the giving of notice, or the expiration
of time, or both, could result in any such Intellectual Property being revoked, invalidated,
modified, or limited.



9.19 No Default on Outstanding Judgments or Orders. Borrower and each Subsidiary have
satisfied all judgments and Borrower and each Subsidiary are not in default with respect to any
judgment, writ, injunction, decree, rule or regulation of any court, arbitrator or federal, state,
municipal or other Governmental Authority, commission, board, bureau, agency or instrumentality,
domestic or foreign, except to the extent such failure to satisfy any or all such judgments or to
be in such a default has not resulted in, and could not reasonably be expected to result in, a
Material Adverse Effect.



9.20 No Default in Other Agreements. Neither Borrower nor any Subsidiary is a party to any
indenture, loan or credit agreement or any lease or other agreement or instrument or subject to any
certificate of incorporation or corporate restriction which has resulted in, or could reasonably be
expected to result in, a Material Adverse Effect. Neither Borrower nor any Subsidiary is in default
in any respect in the performance, observance or fulfillment of any of the obligations, covenants
or conditions contained in any agreement or instrument where such failure to perform, observe or
fulfill has resulted in, or could reasonably be expected to result in, a Material Adverse Effect.



9.21 Acts of God. Neither the business nor the properties of Borrower or any Subsidiary
are currently affected by any fire, explosion, accident, drought, storm, hail, earthquake, embargo,
act of God or of the public enemy or other casualty (whether or not covered by insurance) which has
resulted in, or could reasonably be expected to result in, a Material Adverse Effect.



9.22 Governmental Regulation. Neither Borrower nor any Subsidiary is subject to regulation
under the Investment Company Act of 1940, the Interstate Commerce Act, the Federal Power Act or any
statute or regulation, in each case, limiting its ability to incur indebtedness for money borrowed
as contemplated hereby.



9.23 Labor Matters and Labor Agreements. Except as set forth in Exhibit 9.23
hereto: (a) As of the Closing Date, there are no collective bargaining agreements or other labor
agreements covering any employees of Borrower or any Subsidiary the termination, cessation, or
breach of which could reasonably be expected to result in a Material Adverse Effect, and a true and
correct copy of each such agreement will be furnished to the Administrative Agent upon its written
request from time to time. (b) There is no organizing activity involving Borrower pending or, to
Borrower’s knowledge, threatened by any labor union or group of employees. (c) There are, to
Borrower’s knowledge, no representation proceedings pending or threatened with the National Labor
Relations Board, and no labor organization or group of employees of Borrower has made a pending
demand for recognition. (d) There are no complaints or charges against Borrower pending or, to
Borrower’s knowledge threatened to be filed with any federal, state, local or foreign court,
governmental agency or arbitrator based on, arising out of, in connection with, or otherwise
relating to the employment or termination of employment by Borrower of any individual. (e) There
are no strikes or other labor disputes against Borrower that are pending or, to Borrower’s
knowledge, threatened. (f) Hours worked by and payment made to employees of Borrower or any
Subsidiary have not been in violation of the Fair Labor Standards Act (29 U.S.C. § 201 et seq.) or
any other applicable law dealing with such matters. The representations made in clauses (b) through
(f) of this Section are made with respect to those occurrences described which could, considered in
the aggregate, reasonably be expected to have a Material Adverse Effect.



9.24 Anti-Terrorism Laws.



9.24.1 Violation of Law. Neither Borrower nor, to the knowledge of Borrower, any of its
Subsidiaries, is in violation of any laws relating to terrorism or money laundering
(“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing, effective
September 24, 2001 (“Executive Order”), and the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (“USA
Patriot Act”).



9.24.2 Classification. Neither Borrower nor, to the knowledge of Borrower, any of its
Subsidiaries, or their respective brokers or other agents acting or benefiting in any capacity in
connection with the Loans, is any of the following:



(a) a Person or entity that is listed in the annex to, or is otherwise subject to the
provisions of, the Executive Order;



(b) a Person or entity owned or controlled by, or acting for or on behalf of, any Person or
entity that is listed in the annex to, or is otherwise subject to the provisions of, the Executive
Order;



(c) a Person or entity with which any Syndication Party is prohibited from dealing or
otherwise engaging in any transaction by any Anti-Terrorism Law;



(d) a Person or entity that commits, threatens or conspires to commit or supports “terrorism”
as defined in the Executive Order; or



(e) a Person or entity that is named as a “specially designated national and blocked person”
on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control
at its official website or any replacement website or other replacement official publication of
such list.



9.24.3 Conduct of Business. Neither Borrower nor to the knowledge of Borrower, any of its
brokers or other agents acting in any capacity in connection with the Loans (a) conducts any
business or engages in making or receiving any contribution of funds, goods or services to or for
the benefit of any Person described in clause (b) of Subsection 9.24.2 above, (b) deals in, or
otherwise engages in any transaction relating to, any property or interests in property blocked
pursuant to the Executive Order, or (c) engages in or conspires to engage in any transaction that
evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the
prohibitions set forth in any Anti-Terrorism Law.



9.25 Disclosure. The representations and warranties contained in this Article 9 and in the
other Loan Documents or in any financial statements provided to the Administrative Agent do not
contain any untrue statement of a material fact or omit to state a material fact necessary to make
such representations or warranties not misleading; and all projections provided to the
Administrative Agent were prepared in good faith based on reasonable assumptions.




	 	 	ARTICLE 10. CONDITIONS TO CLOSING AND ADVANCES





10.1 Conditions to Closing. The obligation of the Syndication Parties to make any
Advances, and the obligation of the Letter of Credit Bank to issue any Letters of Credit hereunder
are subject to satisfaction, in the sole discretion of the Administrative Agent and the Syndication
Parties (except that satisfaction of Subsection 10.1.6 shall be determined in the reasonable
discretion of the Administrative Agent and the Syndication Parties), of each of the following
conditions precedent:



10.1.1 Loan Documents. The Administrative Agent shall have received duly executed originals
of the Loan Documents.



10.1.2 Approvals. The Administrative Agent shall have received evidence satisfactory to it
of all consents and approvals of governmental authorities and third parties which are with respect
to Borrower, necessary for, or required as a condition of the validity and enforceability of the
Loan Documents to which it is a party.



10.1.3 Organizational Documents. The Administrative Agent shall have received: (a) a good
standing certificate, dated no more than thirty (30) days prior to the Closing Date, for Borrower
for its state of incorporation; (b) a copy of the articles of incorporation of Borrower (and any
amendments thereto) certified by the Secretary of State of its state of organization; and (c) a
copy of the bylaws of Borrower, certified as true and complete by the Secretary or Assistant
Secretary of Borrower.



10.1.4 Evidence of Corporate Action. The Administrative Agent shall have received in form
and substance satisfactory to the Administrative Agent: (a) documents evidencing all corporate
action taken by Borrower to authorize (including the specific names and titles of the persons
authorized to so act (each an “Authorized Officer”)) the execution, delivery and performance of the
Loan Documents to which it is a party, certified to be true and correct by the Secretary or
Assistant Secretary of Borrower; and (b) a certificate of the Secretary or Assistant Secretary of
Borrower, dated the Closing Date, certifying the names and true signatures of the Authorized
Officers.



10.1.5 Evidence of Insurance. Borrower shall have provided the Administrative Agent with
insurance certificates and such other evidence, in form and substance satisfactory to the
Administrative Agent, of all insurance required to be maintained by it under the Loan Documents.



10.1.6 Appointment of Agent for Service. The Administrative Agent shall have received
evidence satisfactory to the Administrative Agent that Borrower has appointed CT Corporation to
serve as its agent for service of process at their New York, New York office (presently at 111
Eighth Avenue, New York, NY 10011), and that CT Corporation has accepted such appointment by
Borrower.



10.1.7 No Material Change. (a) No material adverse change shall have occurred since August
31, 2010 (i) in the business, assets, liabilities (actual or contingent), operations, condition
(financial or otherwise) or prospects of Borrower and its Subsidiaries, taken as a whole, or (ii)
in facts and information regarding such entities as represented to the Administrative Agent or any
Syndication Party on or prior to the Closing Date; and (b) no change shall have occurred in the
condition or operations of Borrower since August 31, 2010 which could reasonably be expected to
result in a Material Adverse Effect.



10.1.8 Fees and Expenses. Borrower shall have paid the Administrative Agent, by wire
transfer of immediately available federal funds all fees set forth in Section 5.5 hereof and any
other fees owing to the Administrative Agent or the Syndication Parties which are due on the
Closing Date, and all expenses owing pursuant to Section 16.1 hereof.



10.1.9 Bank Equity Interest Purchase Obligation. Borrower shall have purchased such Bank
Equity Interests as CoBank may require pursuant to Article 7 hereof.



10.1.10 Opinion of Counsel. Borrower shall have provided a favorable opinion of its
counsel addressed to the Administrative Agent and each of the present and future Syndication
Parties, covering such matters as the Administrative Agent may reasonably require.



10.1.11 Further Assurances. Borrower shall have provided and/or executed and delivered to
the Administrative Agent such further assignments, documents or financing statements, in form and
substance satisfactory to the Administrative Agent, that Borrower is to execute and/or deliver
pursuant to the terms of the Loan Documents or as the Administrative Agent may reasonably request.



10.1.12 2011 Credit Agreement (3-Year Revolving Loan). Borrower shall have entered into
the 2011 Credit Agreement (3-Year Revolving Loan) in form and substance satisfactory to the
Administrative Agent, and all conditions to the effectiveness thereof shall have been satisfied.
Immediately upon the occurrence of the Closing Date, [the “3-Year Commitment” as defined in the
2011 Credit Agreement (3-Year Revolving Loan) shall equal 1,250,000,000.00].



10.1.13 Evidence of Termination of 2010 Credit Agreement and 2010 364-Day Credit Agreement.
The Administrative Agent shall have received in form and substance satisfactory to the
Administrative Agent evidence that (a) the 2010 Credit Agreement and all Notes issued thereunder
and (b) the 2010 364-Day Credit Agreement and all Notes issued thereunder, in each case, have been,
or concurrently with the Closing Date are being, terminated.



10.1.14 No Default. As of the Closing Date, no Event of Default or Potential Default shall
have occurred and be continuing.



10.1.15 Accuracy of Representations and Warranties. The representations and warranties of
Borrower herein shall be true and correct in all material respects on and as of the Closing Date.



10.1.16 Documentation Required by Regulatory Authorities. The Syndication Parties shall
have received, to the extent requested on or prior to five Banking Days before the Closing Date,
all documentation and other information required by regulatory authorities under applicable “know
your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.



10.2 Conditions to Advances and to Issuance of Letters of Credit. The Syndication Parties’
obligation to fund each Advance (other than a 5-Year Advance requested by the Overnight Lender
pursuant to Section 3.9 or a 5-Year Advance to be funded pursuant to Section 4.2.4 or 4.4), and the
obligation of the Letter of Credit Bank to issue, or make any amendments to or extensions of,
Letters of Credit is subject to the satisfaction, in the sole discretion of the Administrative
Agent and the Syndication Parties, of each of the following conditions precedent, as well as those
set forth in Section 10.1 hereof, and each request by Borrower for an Advance or Letter of Credit
shall constitute a representation by Borrower, upon which the Administrative Agent may rely, that
the conditions set forth in Subsections 10.2.1 and 10.2.2 hereof have been satisfied:



10.2.1 Default. As of the Advance Date or the issuance date of a Letter of Credit, as the
case may be, no Event of Default or Potential Default shall have occurred and be continuing, and
the disbursing of the amount of the Advance requested shall not result in an Event of Default or
Potential Default.



10.2.2 Representations and Warranties. The representations and warranties of Borrower
herein shall be true and correct in all material respects on and as of the date on which the
Advance is to be made or the Letter of Credit is to be issued as though made on such date. Borrower
shall have paid the Administrative Agent, by wire transfer of immediately available U.S. funds all
fees set forth in Section 5.5 hereof which are then due and payable, including all expenses owing
pursuant to Section 16.1 hereof.




	 	 	ARTICLE 11. AFFIRMATIVE COVENANTS





From and after the date of this Credit Agreement and until the Bank Debt is indefeasibly paid
in full, all Letters of Credit and Closing Date Letters of Credit have expired or been fully drawn
or terminated, and the Syndication Parties have no obligation to make any Advance, and the Letter
of Credit Bank has no obligation to issue any Letters of Credit hereunder, Borrower agrees that it
will observe and comply with the following covenants for the benefit of the Administrative Agent,
the Syndication Parties, and the Letter of Credit Bank:



11.1 Books and Records. Borrower shall at all times keep, and cause each Subsidiary to
keep, proper books of record and account, in which correct and complete entries shall be made of
all its dealings, in accordance with GAAP.



11.2 Reports and Notices. Borrower shall provide to the Administrative Agent the following
reports, information and notices:



11.2.1 Annual Financial Statements. As soon as available, but in no event later than one
hundred and thirty (130) days after the end of any Fiscal Year of Borrower occurring during the
term hereof 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 Borrower and its Subsidiaries, showing in comparative form the figures
for the previous Fiscal Year, all in reasonable detail, prepared in conformance with GAAP
consistently applied and certified without qualification by PricewaterhouseCoopers, or other
independent public accountants of nationally recognized standing selected by Borrower and
satisfactory to the Administrative Agent. Delivery to the Administrative Agent within the time
period specified above of copies of 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. Such annual financial statements or Form 10-Ks required pursuant to this Subsection
shall be accompanied by a Compliance Certificate signed by Borrower’s Chief Financial Officer or
other officer of Borrower acceptable to the Administrative Agent. Borrower shall be deemed to have
complied with this Section if such financial statements are delivered to the Administrative Agent
by electronic mail, or in the case of the Form 10-K the Administrative Agent is advised by
electronic mail that the Form 10-K is available on the EDGAR system, in each case accompanied by
an electronic copy of the signed Compliance Certificate.



11.2.2 Quarterly Financial Statements. As soon as available but in no event more than
fifty-five (55) days after the end of each Fiscal Quarter (except the last Fiscal Quarter of
Borrower’s Fiscal Year) the following financial statements or other information concerning the
operations of Borrower and its Subsidiaries for such Fiscal Quarter, the Fiscal Year to date, and
for the corresponding periods of the preceding Fiscal Year, all prepared in accordance with GAAP
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 the Administrative Agent
may reasonably request. Delivery to the Administrative Agent within the time period specified above
of copies of 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. Such quarterly financial statements or Form 10-Qs
required pursuant to this Subsection shall be accompanied by a Compliance Certificate signed by
Borrower’s Chief Financial Officer or other officer of Borrower acceptable to the Administrative
Agent (subject to normal year end adjustments). Borrower shall be deemed to have complied with this
Section if such financial statements are delivered to the Administrative Agent by electronic mail,
or in the case of the Form 10-Q the Administrative Agent is advised by electronic mail that the
Form 10-Q is available on the EDGAR system, in each case accompanied by an electronic copy of the
signed Compliance Certificate.



11.2.3 Notice of Default. As soon as the existence of any Event of Default or Potential
Default becomes known to any officer of Borrower, prompt written notice of such Event of Default or
Potential Default, the nature and status thereof, and the action being taken or proposed to be
taken with respect thereto.



11.2.4 ERISA Reports. As soon as possible and in any event within twenty (20) days after
Borrower knows or has reason to know that any Reportable Event or Prohibited Transaction has
occurred with respect to any Plan or that the PBGC or Borrower or any Subsidiary has instituted or
will institute proceedings under Title IV of ERISA to terminate any Plan, or that Borrower, any
Subsidiary or any ERISA Affiliate has completely or partially withdrawn from a Multiemployer Plan,
or that a Plan which is a Multiemployer Plan is in reorganization (within the meaning of Section
4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA) or is terminating, a
certificate of Borrower’s Chief Financial Officer setting forth details as to such Reportable Event
or Prohibited Transaction or Plan termination or withdrawal or reorganization or insolvency and the
action Borrower or such Subsidiary proposes to take with respect thereto, provided, however, that
notwithstanding the foregoing, no reporting is required under this subsection unless the matter(s),
individually or in the aggregate, result, or could be reasonably expected to result, in aggregate
obligations or liabilities of Borrower and/or the Subsidiaries in excess of twenty-five million
dollars ($25,000,000).



11.2.5 Notice of Litigation. Promptly after the commencement thereof, notice of all
actions, suits, arbitration and any other proceedings before any Governmental Authority, affecting
Borrower or any Subsidiary which, if determined adversely to Borrower or any Subsidiary, could
reasonably be expected to require Borrower or any Subsidiary to have to pay or deliver assets
having a value of twenty-five million dollars ($25,000,000) or more (whether or not the claim is
covered by insurance) or could reasonably be expected to result in a Material Adverse Effect.



11.2.6 Notice of Material Adverse Effect. Promptly after Borrower obtains knowledge
thereof, notice of any matter which, alone or when considered together with other matters, has
resulted or could reasonably be expected to result in a Material Adverse Effect.



11.2.7 Notice of Environmental Proceedings. Without limiting the provisions of Subsection
11.2.5 hereof, promptly after Borrower’s receipt thereof, notice of the receipt of all pleadings,
orders, complaints, indictments, or other communication alleging a condition that may require
Borrower or any Subsidiary to undertake or to contribute to a cleanup or other response under
Environmental Regulations, or which seeks penalties, damages, injunctive relief, or criminal
sanctions related to alleged violations of such laws, or which claims personal injury or property
damage to any person as a result of environmental factors or conditions or which, if adversely
determined, could reasonably be expected to have a Material Adverse Effect.



11.2.8 Regulatory and Other Notices. Promptly after Borrower’s receipt thereof, copies of
any notices or other communications received from any Governmental Authority with respect to any
matter or proceeding the effect of which could reasonably be expected to have a Material Adverse
Effect.



11.2.9 Adverse Action Regarding Required Licenses. As soon as Borrower learns that any
petition, action, investigation, notice of violation or apparent liability, notice of forfeiture,
order to show cause, complaint or proceeding is pending, or, to the best of Borrower’s knowledge,
threatened, to seek to revoke, cancel, suspend, modify, or limit any of the Required Licenses,
prompt written notice thereof and Borrower shall contest any such action in a Good Faith Contest.



11.2.10 Budget. Promptly upon becoming available and in any event within thirty (30) days
after the beginning of each Fiscal Year, a copy of the Annual Operating Budget for the next
succeeding Fiscal Year and for each Fiscal Year through the 5-Year Maturity Date approved by
Borrower’s board of directors, together with the assumptions and projections on which such budget
is based and a copy of forecasts of operations and capital expenditures (including investments) for
each Fiscal Year; provided that the Annual Operating Budget for the Fiscal Year ending August 31,
2012 shall be required on the Closing Date. In addition, if any material changes are made to such
budget or projections or forecasts during the year, then Borrower will furnish copies to the
Administrative Agent of any such changes promptly after such changes have been approved.



11.2.11 Additional Information. With reasonable promptness, such other information
respecting the condition or operations, financial or otherwise, of Borrower or any Subsidiary as
the Administrative Agent or any Syndication Party may from time to time reasonably request.



11.3 Maintenance of Existence and Qualification. Borrower shall, and shall cause each
Subsidiary to, maintain its corporate existence in good standing under the laws of its state of
organization. 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 where the failure to so qualify has not and could not
reasonably be expected to result in a Material Adverse Effect.



11.4 Compliance with Legal Requirements and Agreements. Borrower shall, and shall cause
each Subsidiary to: (a) comply with all laws, rules, regulations and orders applicable to Borrower
(or such Subsidiary, as applicable) or its business unless such failure to comply is the subject of
a Good Faith Contest; and (b) comply with all agreements, indentures, mortgages, and other
instruments to which it (or any Subsidiary, as applicable) is a party or by which it or any of its
(or any Subsidiary, or any of such Subsidiary’s, as applicable) property is bound; provided,
however, that the failure of Borrower to comply with this sentence in any instance not directly
involving the Administrative Agent or a Syndication Party shall not constitute an Event of Default
unless such failure could reasonably be expected to have a Material Adverse Effect.



11.5 Compliance with Environmental Laws. Without limiting the provisions of Section 11.4
of this Credit Agreement, Borrower shall, and shall cause Subsidiary to, comply in all material
respects with, and take all reasonable steps necessary to cause all persons occupying or present on
any properties owned or leased by Borrower (or any Subsidiary, as applicable) to comply with, all
Environmental Regulations, the failure to comply with which would have a Material Adverse Effect or
unless such failure to comply is the subject of a Good Faith Contest.



11.6 Taxes. Borrower shall pay or cause to be paid, and shall cause each Subsidiary to
pay, when due all taxes, assessments, and other governmental charges upon it, its income, its
sales, its properties (or upon such Subsidiary and its income, sales, and properties, as
applicable), and federal and state taxes withheld from its (or such Subsidiary’s, as applicable)
employees’ earnings, unless (a) the failure to pay such taxes, assessments, or other governmental
charges could not reasonably be expected to result in a Material Adverse Effect, or (b) such taxes,
assessments, or other governmental charges are the subject of a Good Faith Contest and Borrower has
established adequate reserves therefor in accordance with GAAP.



11.7 Insurance. Borrower shall maintain, and cause each Subsidiary to maintain, insurance
with one or more financially sound and reputable insurance carrier or carriers reasonably
acceptable to the Administrative Agent, 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
Borrower may, to the extent permitted by applicable law, provide for appropriate self-insurance
with respect to workers’ compensation. Borrower shall provide the Administrative Agent with
certificates of insurance (or other evidence of insurance acceptable to the Administrative Agent)
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 the Administrative Agent, copies of all policies (or
such other proof of compliance with this Section as may be reasonably satisfactory) shall be
delivered to the Administrative Agent. 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.



11.8 Maintenance of Properties. Borrower shall maintain, keep and preserve, and cause each
Subsidiary to maintain, keep and preserve, all of its material properties (tangible and intangible)
necessary or used in the proper conduct of its business in good working order and condition,
ordinary wear and tear excepted, and shall cause to be made all repairs, renewals, replacements,
betterments and improvements thereof, all as in the sole judgment of Borrower may be reasonably
necessary so that the business carried on in connection therewith may be properly and
advantageously conducted at all times.



11.9 Payment of Liabilities. Borrower shall pay, and shall cause its Subsidiaries to pay,
all liabilities (including, without limitation: (a) any indebtedness for borrowed money or for the
deferred purchase price of property or services; (b) any obligations under leases which have or
should have been characterized as Capital Leases; and (c) 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 characterized as Capital Leases) as they become due beyond any period of grace
under the instrument creating such liabilities, unless (with the exception of the Bank Debt) (x)
the failure to pay such liabilities within such time period could not reasonably be expected to
result in a Material Adverse Effect or (y) they are contested in good faith by appropriate actions
or legal proceedings, Borrower establishes adequate reserves therefor in accordance with GAAP, and
such contesting will not result in a Material Adverse Effect.



11.10 Inspection. Borrower shall permit, and cause its Subsidiaries to permit, the
Administrative Agent or any Syndication Party or their agents, during normal business hours or at
such other times as the parties may agree, to inspect the assets and operations of Borrower and its
Subsidiaries and to examine, and make copies of or abstracts from, Borrower’s properties, books,
and records, and to discuss the affairs, finances, operations, and accounts of Borrower and its
Subsidiaries with their respective officers, directors, employees, and independent certified public
accountants (and by this provision Borrower authorizes said accountants to discuss with the
Administrative Agent or any Syndication Party or their agents the finances and affairs of
Borrower); provided, that, in the case of each meeting with the independent accountants Borrower is
given an opportunity to have a representative present at such meeting.



11.11 Required Licenses; Permits; Intellectual Property; Etc. Borrower shall duly and
lawfully obtain and maintain in full force and effect, and shall cause its Subsidiaries to obtain
and maintain in full force and effect, all Required Licenses and Intellectual Property as
appropriate for the business being conducted and properties owned by Borrower or such Subsidiaries
at any given time.



11.12 ERISA. Borrower shall make or cause to be made, and cause each Subsidiary to make or
cause to be made, all payments or contributions to all Borrower Pension Plans covered by Title IV
of ERISA, which are necessary to enable those Borrower Pension Plans to continuously meet all
minimum funding standards or requirements.



11.13 Maintenance of Commodity Position. Borrower shall protect its commodity inventory
holdings or commitments to buy or sell commodities against adverse price movements, including the
taking of equal and opposite positions in the cash and futures markets, to minimize losses and
protect margins in commodity production, storage, processing and marketing as is recognized as
financially sound and reputable by prudent business persons in the commodity business.



11.14 Financial Covenants. Borrower shall maintain the following financial covenants:



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



11.14.2 Consolidated Funded Debt to Consolidated Cash Flow. Borrower shall have at all
times and measured as of 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.



11.14.3 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 .80 to 1.00.



11.15 Embargoed Person. At all times throughout the term of the Loans, (a) none of the
funds or assets of Borrower that are used to repay the Loans shall constitute property of, or shall
be beneficially owned directly or, to the knowledge of Borrower, indirectly by, any Person subject
to sanctions or trade restrictions under United States law (“Embargoed Person” or “Embargoed
Persons”) that is identified on (1) the “List of Specially Designated Nationals and Blocked
Persons” (the “SDN List”) maintained by the Office of Foreign Assets Control (“OFAC”), U.S.
Department of the Treasury, and/or to the knowledge of Borrower, as of the date thereof, based upon
reasonable inquiry by Borrower, on any other similar list (“Other List”) maintained by OFAC
pursuant to any authorizing statute including, but not limited to, the International Emergency
Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C.
App. 1 et seq., and any Executive Order or regulation promulgated thereunder, with the
result that the investment in Borrower (whether directly or indirectly), is prohibited by law, or
the Loans made by the Syndication Parties would be in violation of law, or (2) the Executive Order,
any related enabling legislation or any other similar Executive Orders, and (b) no Embargoed Person
shall have any direct interest, and to the knowledge of Borrower, based upon reasonable inquiry by
Borrower, indirect interest, of any nature whatsoever in Borrower, with the result that the
investment in Borrower (whether directly or indirectly), is prohibited by law or the Loans are in
violation of law.



11.16 Anti-Money Laundering. At all times throughout the term of the Loans, to the
knowledge of Borrower, based upon reasonable inquiry by Borrower, none of the funds of Borrower,
that are used to repay the Loans shall be derived from any unlawful activity, with the result that
the investment in Borrower (whether directly or indirectly), is prohibited by law or the Loans
would be in violation of law.




	 	 	ARTICLE 12. NEGATIVE COVENANTS





From and after the date of this Credit Agreement until the Bank Debt is indefeasibly paid in
full, all Letters of Credit and Closing Date Letters of Credit have expired or been fully drawn or
terminated, the Syndication Parties have no obligation to make any Advance, and the Letter of
Credit Bank has no obligation to issue any Letters of Credit hereunder, Borrower agrees that it
will observe and comply with the following covenants:



12.1 Borrowing. Borrower shall not (nor shall it permit any of its Consolidated
Subsidiaries to) create, incur, assume or permit to exist, directly or indirectly, any Priority
Debt if after giving effect thereto the aggregate outstanding principal amount of all Priority Debt
would exceed 20% of Consolidated Net Worth at the time of such creation, issuance, incurrence or
assumption.



12.2 No Other Businesses. 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.



12.3 Liens. Borrower shall not (nor shall it permit any of its Consolidated Subsidiaries
to) create, incur, assume or suffer to exist any Lien on any of its real or personal properties
(including, without limitation, leasehold interests, leasehold improvements and any other interest
in real property or fixtures), now owned or hereafter acquired, except the following Liens
(“Permitted Encumbrances”):



(a) Liens for taxes or assessments or other charges or levies of any Governmental Authority,
that are not delinquent or if delinquent (i) are the subject of a Good Faith Contest but in no
event past the time when a penalty would be incurred, and (ii) the aggregate amount of liabilities
so secured (including interest and penalties) does not exceed $25,000,000.00 at any one time
outstanding;



(b) Liens imposed by Law, such as mechanic’s, worker’s, repairman’s, miner’s, agister’s,
attorney’s, materialmen’s, landlord’s, warehousemen’s and carrier’s Liens and other similar Liens
which are securing obligations incurred in the ordinary course of business for sums not yet due and
payable or if due and payable which are the subject of a Good Faith Contest;



(c) Liens under workers’ compensation, unemployment insurance, social security or similar
legislation (other than ERISA), or to secure payments of premiums for insurance purchased in the
ordinary course of business, or to secure the performance of tenders, statutory obligations, surety
and appearance bonds and bids, bonds for release of an attachment, stay of execution or injunction,
leases, government contracts, performance and return-of-money bonds and other similar obligations,
all of which are incurred in the ordinary course of business of Borrower or such Consolidated
Subsidiary, as applicable, and not in connection with the borrowing of money;



(d) Any attachment or judgment Lien, the time for appeal or petition for rehearing of which
shall not have expired or in respect of which Borrower or such Consolidated Subsidiary is protected
in all material respects by insurance or for the payment of which adequate reserves have been
established, provided that the execution or other enforcement of such Liens is effectively stayed
and the claims secured thereby are the subject of a Good Faith Contest, and provided further that
the aggregate amount of liabilities of Borrower and its Consolidated Subsidiaries so secured
(including interest and penalties) shall not be in excess of $25,000,000.00 at any one time
outstanding;



(e) Easements, rights-of-way, restrictions, encroachments, covenants, servitudes, zoning and
other similar encumbrances which, in the aggregate, do not materially interfere with the
occupation, use and enjoyment by Borrower or any Consolidated Subsidiary of the property or assets
encumbered thereby in the normal course of its business or materially impair the value of the
property subject thereto;



(f) Liens arising in the ordinary course of business and created in connection with amounts on
deposit in charge card and like accounts (such as Visa or MasterCard);



(g) Any Lien created to secure all or any part of the purchase price or cost of construction,
or to secure Debt incurred or assumed to pay all or a part of the purchase price or cost of
construction, of any property (or any improvement thereon) acquired or constructed by Borrower or a
Consolidated Subsidiary after the date of this Credit Agreement, provided that



(i) no such Lien shall extend to or cover any property other than the property (or
improvement thereon) being acquired or constructed or rights relating solely to such
item or items of property (or improvement thereon),



(ii) the principal amount of Debt secured by any such Lien shall at no time exceed
an amount equal to the lesser of (A) the cost to Borrower or such Consolidated
Subsidiary of the property (or improvement thereon) being acquired or constructed or
(B) the “Fair Market Value” (defined as the sale value of such property that would be
realized in an arm’s-length sale at such time between an informed and willing buyer and
an informed and willing seller (neither being under a compulsion to buy or sell,
respectively) (as determined in good faith by Borrower) of such property, determined at
the time of such acquisition or at the time of substantial completion of such
construction, and



(iii) such Lien shall be created contemporaneously with, or within 180 days after,
the acquisition or completion of construction of such property (or improvement thereon);



(h) Any Lien existing on property acquired by Borrower or any Consolidated Subsidiary at the
time such property is so acquired (whether or not the Debt secured thereby is assumed by Borrower
or such Consolidated Subsidiary) or any Lien existing on property of a Person immediately prior to
the time such Person is merged into or consolidated with Borrower or any Consolidated Subsidiary,
provided that



(i) no such Lien shall have been created or assumed in contemplation of such
acquisition of property or such consolidation or merger,



(ii) such Lien shall extend only to the property acquired or the property of such
Person merged into or consolidated with Borrower or such Consolidated Subsidiary which
was subject to such Lien as of the time of such consolidation or merger, and



(iii) the principal amount of the Debt secured by any such Lien shall at no time
exceed an amount equal to 100% of the Fair Market Value (as determined in good faith by
the board of directors of Borrower or such Consolidated Subsidiary) of the property
subject thereto at the time of the acquisition thereof or at the time of such merger or
consolidation;



(i) Liens of CoBank and other cooperatives, respectively, on Investments by Borrower in the
stock, participation certificates, or allocated reserves of CoBank or other cooperatives,
respectively, owned by Borrower;



(j) All precautionary filings of financing statements under the Uniform Commercial Code which
cover property that is made available to or used by Borrower or any Consolidated Subsidiary
pursuant to the terms of an Operating Lease or Capital Lease;



(k) Liens consisting of the cash collateralization of obligations in respect of Letters of
Credit; and



(l) other Liens not otherwise permitted under clause (a) through (k) of this Section 12.3
securing Debt, provided that the existence, creation, issuance, incurrence or assumption of such
Debt is permitted under Sections 12.1 and 11.14 hereof.



12.4 Sale of Assets. Borrower shall not (nor shall it permit any of its Consolidated
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 (12) month period commencing September 1, 2011 and each September 1 thereafter,
except: (a) the sale of 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 in which Borrower has at least a fifty-percent
(50%) interest in ownership, profits, and governance and (d) the sale by CHS Capital of loans and
commitments originated by it in the ordinary course of business. For 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 Borrower or such Consolidated Subsidiary as shown on the balance sheets
thereof as of the August 31 immediately preceding each such twelve (12) month measurement period.



12.5 Liabilities of Others. Borrower shall not (nor shall it permit any of its
Consolidated Subsidiaries to) assume, Guarantee, become liable as a surety, endorse, contingently
agree to purchase, or otherwise be or become liable, directly or indirectly (including, but not
limited to, by means of a maintenance agreement, an asset or stock purchase agreement, or any other
agreement designed to ensure any creditor against loss), for or on account of the obligation of any
Person, except: (a) by the endorsement of negotiable instruments for deposit or collection or
similar transactions in the ordinary course of Borrower’s or any Consolidated Subsidiary’s
business; (b) guarantees made from time to time, whether in existence on the Closing Date or made
subsequent thereto, among Borrower and its Consolidated Subsidiaries; provided that guarantees in
support of CHS Capital by Borrower and its Consolidated Subsidiaries (other than CHS Capital) shall
not exceed in the aggregate (x) $500,000,000.00 minus (y) the amount of loans or advances by
Borrower and such Consolidated Subsidiaries to CHS Capital under Section 12.6(c) and Investments by
Borrower and such Consolidated Subsidiaries in CHS Capital under Section 12.8(g); and (c)
guarantees made from time to time, whether in existence on the Closing Date or made subsequent
thereto, by Borrower and its Consolidated Subsidiaries in the ordinary course of their respective
businesses with respect to the liabilities and obligations of other Persons (other than CHS
Capital), provided, however, that the aggregate amount of all indebtedness guaranteed under this
clause (c) shall not exceed $500,000,000.00 in the aggregate.



12.6 Loans. Borrower shall not (nor shall it permit any of its Consolidated Subsidiaries
to) lend or advance money, credit, or property to any Person, except for: (a) loans to Consolidated
Subsidiaries (other than to CHS Capital, except in the case of loans or advances made by CHS
Capital); (b) trade credit extended in the ordinary course of business and advances against the
purchase price for the purchase by Borrower of goods or services in the ordinary course of business
including extensions of credit in the form of clearing accounts for settlement of grain purchases
and related cash management activities to cooperative association members; (c) loans to CHS Capital
in an aggregate outstanding principal amount not to exceed in the aggregate (x) $500,000,000.00
minus (y) the amount of guarantees by Borrower and its Consolidated Subsidiaries (other than CHS
Capital) in favor of CHS Capital under Section 12.5(b) and Investments by Borrower and such
Consolidated Subsidiaries in CHS Capital under Section 12.8(g); (d) other loans (other than loans
to CHS Capital), provided that at all times the aggregate outstanding principal amount of all such
other loans retained by Borrower and any such Consolidated Subsidiary shall not exceed
$500,000,000.00; (e) loans by NCRA of its excess cash reserves to its member-owners; and (f) loans
by CHS Capital in the ordinary course of business.



12.7 Merger; Acquisitions; Business Form; Etc. 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 convey, transfer or lease all or
substantially of its assets to any Person, in a single transaction or in a series of transactions,
or form or create any new Subsidiary (other than a Consolidated Subsidiary formed by Borrower),
acquire the controlling interest in any Person, change its business form from a cooperative
corporation, or commence operations under any other name, organization, or entity, including any
joint venture; provided, however,



(a) The foregoing shall not prevent any consolidation, acquisition, or merger if after giving
effect thereto:



(i) Borrower is the surviving entity; and



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



(b) The foregoing shall not prevent Borrower from forming or creating any new Subsidiary
provided:



(i) the Investment in such Subsidiary does not violate any provision of Section
12.8 hereof; and



(ii) such Subsidiary shall not acquire all or substantially all of the assets of
any Person except through an acquisition, consolidation, or merger satisfying the
requirements of clause (a) of this Section.



(c) The foregoing shall not prevent Borrower from acquiring the controlling interest of any
entity described in Exhibit 12.8(f) hereto or pursuant to Section 12.8(j).



(d) CHS Capital shall be permitted to acquire the assets of, or a controlling interest in, any
Person in connection with a workout, exercise of remedies or restructuring related to CHS Capital’s
financing activities in the ordinary course of business.



(e) CHS Capital may transfer CHS Capital Loan Assets to a Wholly Owned Subsidiary in the
ordinary course of business.



No such conveyance, transfer or lease of substantially all of the assets of Borrower shall have the
effect of releasing Borrower or any successor corporation or limited liability company that shall
theretofore have become such in the manner prescribed in this Section 12.7 from its liability under
this Credit Agreement or the Notes.



12.8 Investments. Except for the purchase of Bank Equity Interests, Borrower shall not
(nor shall it permit any of its Consolidated Subsidiaries to) own, purchase or acquire any stock,
obligations or securities of, or any other interest in, or make any capital contribution to, or
otherwise make an Investment in, any Person, except that Borrower and the Consolidated Subsidiaries
may own, purchase or acquire:



(a) commercial paper maturing not in excess of one year from the date of acquisition and rated
P1 by Moody’s Investors Service, Inc. or A1 by Standard & Poor’s Corporation on the date of
acquisition;



(b) certificates of deposit in North American commercial banks rated C or better by Keefe,
Bruyette & Woods, Inc. or 3 or better by Cates Consulting Analysts (or any successors thereto),
maturing not in excess of one year from the date of acquisition;



(c) obligations of the United States government or any agency thereof, the obligations of
which are guaranteed by the United States government, maturing, in each case, not in excess of one
year from the date of acquisition;



(d) repurchase agreements of any bank or trust company incorporated under the laws of the
United States of America or any state thereof and fully secured by a pledge of obligations issued
or fully and unconditionally guaranteed by the United States government;



(e) Investments permitted under Sections 12.5, 12.6, and 12.7;



(f) Investments in Persons identified, including the book value of each such Investment, on
Exhibit 12.8(f) hereto; provided that the amount of such Investment shall not increase
above the amount shown in Exhibit 12.8(f), except for Investments made pursuant to clauses
(h) and (j) of this Section;



(g) Investments by Borrower or Consolidated Subsidiaries in Consolidated Subsidiaries;
provided that Investments in CHS Capital by Borrower and its Consolidated Subsidiaries (other than
CHS Capital) shall not exceed in the aggregate (x) $500,000,000.00 minus (y) the amount of
guarantees by Borrower and such Consolidated Subsidiaries in favor of CHS Capital under Section
12.5(b) and loans or advances by Borrower and such Consolidated Subsidiaries to CHS Capital under
Section 12.6(c);



(h) Investments in the form of non-cash patronage dividends or retained earnings in any
Person;



(i) insurance and bonding services provided by Ag States Agency, LLC and its Subsidiaries in
the ordinary course of business; and



(j) Investments in addition to those permitted by clauses (a) through (i) above in other
Persons (other than CHS Capital) in an aggregate amount outstanding at any point in time not
exceeding the greater of (a) $1,000,000,000.00 and (b) 10% of the total assets of Borrower as set
forth on Borrower’s balance sheet for the most recent Fiscal Year, determined in accordance with
GAAP.



12.9 Transactions With Related Parties. Borrower shall not, and will not permit any
Subsidiary to, enter into directly or indirectly any transaction or material group of related
transactions (including, without limitation, the purchase, lease, sale or exchange of properties of
any kind or the rendering of any service) with any Affiliate, except in the ordinary course and
pursuant to the reasonable requirements of Borrower’s or such Subsidiary’s business and upon fair
and reasonable terms no less favorable than would be obtained by Borrower or such Subsidiary in a
comparable arm’s-length transaction with an unrelated Person.



12.10 Patronage Refunds, etc. Borrower shall not, directly or indirectly, in any Fiscal
Year (a) declare or pay any cash patronage refunds to patrons or members which in the aggregate
exceed 20% of Borrower’s consolidated net patronage income for the Fiscal Year of Borrower
preceding the Fiscal Year in which such patronage refunds are to be paid, (b) directly or
indirectly redeem or otherwise retire its equity, or (c) make any cash distributions of any kind or
character in respect of its equity, unless, in the case of the foregoing clauses (a), (b), or (c),
(i) at the time of taking such action no Event of Default or Potential Default exists hereunder and
(ii) after giving effect thereto no Event of Default or Potential Default would exist hereunder.



12.11 Change in Fiscal Year. Borrower shall not change its Fiscal Year from a year ending
on August 31 unless required to do so by the Internal Revenue Service, in which case Borrower
agrees to such amendment of the terms Fiscal Quarter and Fiscal Year, as used herein, as the
Administrative Agent reasonably deems necessary.



12.12 ERISA. Borrower shall not: (a) engage in or permit any transaction which could
result in a “prohibited transaction” (as such term is defined in Section 406 of ERISA) or in the
imposition of an excise tax pursuant to Section 4975 of the Code with respect to any Borrower
Benefit Plan; (b) engage in or permit any transaction or other event which could result in a
“reportable event” (as such term is defined in Section 4043 of ERISA) for any Borrower Pension
Plan; (c) fail to make full payment when due of all amounts which, under the provisions of any
Borrower Benefit Plan, Borrower is required to pay as contributions thereto; (d) permit to exist
any “accumulated funding deficiency” (as such term is defined in Section 302 of ERISA) as of the
end of any Fiscal Year, in excess of five percent (5.0%) of net worth (determined in accordance
with GAAP) of Borrower and its Consolidated Subsidiaries, whether or not waived, with respect to
any Borrower Pension Plan; (e) fail to make any payments to any Multiemployer Plan that Borrower
may be required to make under any agreement relating to such Multiemployer Plan or any law
pertaining thereto; or (f) terminate any Borrower Pension Plan in a manner which could result in
the imposition of a lien on any property of Borrower pursuant to Section 4068 of ERISA. Borrower
shall not terminate any Borrower Pension Plan so as to result in any liability to the PBGC.



12.13 Anti-Terrorism Law. Borrower shall not (a) conduct any business or engage in making
or receiving any contribution of funds, goods or services to or for the benefit of any Person
described in Subsection 9.24.2 above, (b) deal in, or otherwise engage in any transaction relating
to, any property or interests in property blocked pursuant to the Executive Order or any other
Anti-Terrorism Law, or (c) engage in or conspire to engage in any transaction that evades or
avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions
set forth in any Anti-Terrorism Law (and Borrower shall deliver to the Administrative Agent any
certification or other evidence requested from time to time by the Administrative Agent in its
reasonable discretion, confirming Borrower’s compliance with this Section).




	 	 	ARTICLE 13. INDEMNIFICATION





13.1 General; Stamp Taxes; Intangibles Tax. Borrower agrees to indemnify and hold the
Administrative Agent and each Syndication Party and their directors, officers, employees, agents,
professional advisers and representatives (“Indemnified Parties”) harmless from and against any and
all claims, damages, losses, liabilities, costs or expenses whatsoever which the Administrative
Agent or any other Indemnified Party may incur (or which may be claimed against any such
Indemnified Party by any Person), including attorneys’ fees incurred by any Indemnified Party,
arising out of or resulting from: (a) the execution or delivery of this Credit Agreement or any
other Loan Document or any agreement or instrument contemplated thereby; (b) the use of the
proceeds of the Loans or issuances of Letters of Credit; (c) the material inaccuracy of any
representation or warranty of or with respect to Borrower in this Credit Agreement or the other
Loan Documents; (d) the material failure of Borrower to perform or comply with any covenant or
obligation of Borrower under this Credit Agreement or the other Loan Documents; (e) the exercise by
the Administrative Agent of any right or remedy set forth in this Credit Agreement or the other
Loan Documents; (f) all acts or omissions of the beneficiary of any Letter of Credit, and for such
purposes, such beneficiary shall be deemed Borrower’s agent; or (g) any claim, litigation,
investigation or proceeding relating to any of the foregoing, whether or not an Indemnified Party
is a party thereto (and regardless of whether such matter is initiated by a third party or by
Borrower or any of its Subsidiaries or Affiliates); provided that Borrower shall have no obligation
to indemnify any Indemnified Party against claims, damages, losses, liabilities, costs or expenses
to the extent that a court of competent jurisdiction renders a final non-appealable determination
that the foregoing are solely the result of the willful misconduct or gross negligence of such
Indemnified Party. In addition, Borrower agrees to indemnify and hold the Indemnified Parties
harmless from and against any and all claims, damages, losses, liabilities, costs or expenses
whatsoever which the Administrative Agent or any other Indemnified Party may incur (or which may be
claimed against any such Indemnified Party by any Person), including attorneys’ fees incurred by
any Indemnified Party, arising out of or resulting from the imposition or nonpayment by Borrower of
any stamp tax, intangibles tax, or similar tax imposed by any state, including any amounts owing by
virtue of the assertion that the property valuation used to calculate any such tax was understated.
Borrower shall have the right to assume the defense of any claim as would give rise to Borrower’s
indemnification obligation under this Section with counsel of Borrower’s choosing so long as such
defense is being diligently and properly conducted and Borrower shall establish to the Indemnified
Party’s satisfaction that the amount of such claims are not, and will not be, material in
comparison to the liquid and unrestricted assets of Borrower available to respond to any award
which may be granted on account of such claim. So long as the conditions of the preceding sentence
are met, Indemnified Party shall have no further right to reimbursement of attorneys’ fees incurred
thereafter. The obligation to indemnify set forth in this Section shall survive the termination of
this Credit Agreement and other covenants.



13.2 Indemnification Relating to Hazardous Substances. Borrower shall not locate, produce,
treat, transport, incorporate, discharge, emit, release, deposit or dispose of any Hazardous
Substance in, upon, under, over or from any property owned or held by Borrower, except in
accordance with all Environmental Regulations; Borrower shall not permit any Hazardous Substance to
be located, produced, treated, transported, incorporated, discharged, emitted, released, deposited,
disposed of or to escape in, upon, under, over or from any property owned or held by Borrower,
except in accordance with Environmental Regulations; and Borrower shall comply with all
Environmental Regulations which are applicable to such property. Borrower shall indemnify the
Indemnified Parties against, and shall reimburse the Indemnified Parties for, any and all claims,
demands, judgments, penalties, liabilities, costs, damages and expenses, including court costs and
attorneys’ fees incurred by the Indemnified Parties (prior to trial, at trial and on appeal) in any
action against or involving the Indemnified Parties, resulting from any breach of the foregoing
covenants in this Section or the covenants in Section 11.5 hereof, or from the discovery of any
Hazardous Substance in, upon, under or over, or emanating from, such property, it being the intent
of Borrower and the Indemnified Parties that the Indemnified Parties shall have no liability or
responsibility for damage or injury to human health, the environmental or natural resources caused
by, for abatement and/or clean-up of, or otherwise with respect to, Hazardous Substances as the
result of the Administrative Agent or any Syndication Party exercising any of its rights or
remedies with respect thereto, including but not limited to becoming the owner thereof by
foreclosure or conveyance in lieu of foreclosure of a judgment lien; provided that such
indemnification as it applies to the exercise by the Administrative Agent or any Syndication Party
of its rights or remedies with respect to the Loan Documents shall not apply to claims arising
solely with respect to Hazardous Substances brought onto such property by the Administrative Agent
or such Syndication Party while engaged in activities other than operations substantially the same
as the operations previously conducted on such property by Borrower. The foregoing covenants of
this Section shall be deemed continuing covenants for the benefit of the Indemnified Parties, and
any successors and assigns of the Indemnified Parties, including but not limited to, any transferee
of the title of the Administrative Agent or any Syndication Party or any subsequent owner of the
property, and shall survive the satisfaction or release of any lien, any foreclosure of any lien
and/or any acquisition of title to the property or any part thereof by the Administrative Agent or
any Syndication Party, or anyone claiming by, through or under the Administrative Agent or any
Syndication Party or Borrower by deed in lieu of foreclosure or otherwise. Any amounts covered by
the foregoing indemnification shall bear interest from the date incurred at the Default Interest
Rate, shall be payable on demand. The indemnification and covenants of this Section shall survive
the termination of this Credit Agreement and other covenants.




	 	 	ARTICLE 14. EVENTS OF DEFAULT; RIGHTS AND REMEDIES





14.1 Events of Default. The occurrence of any of the following events (each an “Event of
Default”) shall, at the option of the Administrative Agent or at the direction of the Required
Lenders, make the entire Bank Debt immediately due and payable (provided, that in the case of an
Event of Default under Subsection 14.1(e) all amounts owing hereunder and under the other Loan
Documents shall automatically and immediately become due and payable without any action by or on
behalf of the Administrative Agent), and the Administrative Agent may exercise all rights and
remedies for the collection of any amounts outstanding hereunder and take whatever action it deems
necessary to secure itself, all without notice of default, presentment or demand for payment,
protest or notice of nonpayment or dishonor, or other notices or demands of any kind or character:



(a) Failure of Borrower to pay (i) when due, whether by acceleration or otherwise, any
principal in accordance with this Credit Agreement or the other Loan Documents, or (ii) within five
(5) days of the date when due, whether by acceleration or otherwise, any interest or amounts other
than principal in accordance with this Credit Agreement or the other Loan Documents.



(b) Any representation or warranty set forth in any Loan Document, any 5-Year Borrowing
Notice, any financial statements or reports or projections or forecasts, or in connection with any
transaction contemplated by any such document, shall prove in any material respect to have been
false or misleading when made or furnished by Borrower.



(c) Any default by Borrower in the performance or compliance with the covenants, promises,
conditions or provisions of Sections 11.2, 11.10, 11.14, 11.15, 11.16 or Article 12 (excluding
Section 12.12) of this Credit Agreement.



(d) 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 characterized 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 characterized as Capital Leases; provided
that no such failure will be deemed to be an Event of Default hereunder unless and until the
aggregate amount owing under obligations with respect to which such failures have occurred and are
continuing is at least $25,000,000.00.



(e) Borrower applies for or consents to the appointment of a trustee or receiver for any part
of its properties; any bankruptcy, reorganization, debt arrangement, dissolution or liquidation
proceeding is commenced or consented to by Borrower; or any application for appointment of a
receiver or a trustee, or any proceeding for bankruptcy, reorganization, debt management or
liquidation is filed for or commenced against Borrower, and is not withdrawn or dismissed within
sixty (60) days thereafter.



(f) Failure of Borrower to comply with any other provision of this Credit Agreement or the
other Loan Documents not constituting an Event of Default under any of the preceding subparagraphs
of this Section 14.1, and such failure continues for thirty (30) days after Borrower learns of such
failure to comply, whether by Borrower’s own discovery or through notice from the Administrative
Agent.



(g) The entry of one or more judgments in an aggregate amount in excess of $25,000,000.00
against Borrower not stayed, discharged or paid within thirty (30) days after entry.



(h) The occurrence of an “Event of Default” under the Term Loan Credit Agreement or the 2011
Credit Agreement (3-Year Revolving Loan).



14.2 No Advance. The Syndication Parties shall have no obligation to make any Advance, and
the Letter of Credit Bank shall have no obligation to issue a Letter of Credit if a Potential
Default or an Event of Default shall occur and be continuing.



14.3 Rights and Remedies. In addition to the remedies set forth in Section 14.1 and 14.2
hereof, upon the occurrence of an Event of Default, the Administrative Agent shall be entitled to
exercise, subject to the provisions of Section 15.8 hereof, all the rights and remedies provided in
the Loan Documents and by any applicable law. Each and every right or remedy granted to the
Administrative Agent pursuant to this Credit Agreement and the other Loan Documents, or allowed the
Administrative Agent by law or equity, shall be cumulative. Failure or delay on the part of the
Administrative Agent to exercise any such right or remedy shall not operate as a waiver thereof.
Any single or partial exercise by the Administrative Agent of any such right or remedy shall not
preclude any future exercise thereof or the exercise of any other right or remedy.



14.4 Allocation of Proceeds. If an Event of Default has occurred and is continuing and the
maturity of all or any portion of the Bank Debt has been accelerated pursuant to this Article 14,
all payments received by the Administrative Agent hereunder, in respect of any principal of or
interest on the Bank Debt or any other amounts payable by Borrower hereunder (other than amounts
deposited with the Administrative Agent pursuant to Section 4.4, which shall be applied to repay
any unreimbursed drawings or payments under Letters of Credit) shall be applied by the
Administrative Agent in the following order, in each case whether or not allowed or allowable in
any applicable bankruptcy, insolvency, receivership or other similar proceeding:



(i) amounts due to the Administrative Agent and the Bid Agent hereunder in their
capacity as such;



(ii) payments of accrued interest and outstanding principal amounts owing to the
Overnight Lender in respect of Overnight Advances;



(iii) amounts due to the Letter of Credit Bank pursuant to Sections 4.2.3, 5.5 and
16.1;



(iv) payment of cash amounts to the Administrative Agent in respect of Letters of
Credit pursuant to Section 4.4 hereof;



(v) amounts due to the Syndication Parties pursuant to Sections 5.5 and 16.1, on a
pro rata basis;



(vi) payments of accrued interest in respect of Advances, to be applied ratably
between 5-Year Advances and Bid Advances and thereafter applied in accordance with
Section 6.6.1 or 6.6.2, as applicable;



(vii) payments of outstanding principal amounts in respect of Advances, to be
applied ratably between 5-Year Advances and Bid Advances and thereafter applied in
accordance with Section 6.6.1 or 6.6.2, as applicable;



(viii) all other Bank Debt, on a pro rata basis;



(ix) all other obligations of Borrower and its Subsidiaries owing to any
Syndication Party, to the extent evidenced in writing to Borrower and the Administrative
Agent, on a pro rata basis; and



(x) any surplus remaining after application as provided for herein, to Borrower or
otherwise as may be required by applicable law.




	 	 	ARTICLE 15. AGENCY AGREEMENT





15.1 Funding of Syndication Interest. Each Syndication Party, severally but not jointly,
hereby irrevocably agrees to fund its Funding Share of the Advances (“Advance Payment”) as
determined pursuant to the terms and conditions contained herein and in particular, Articles 2, 3,
and 4 hereof. Each Syndication Party’s Individual 5-Year Commitment and its interest in each
Advance hereunder (collectively, its “Syndication Interest”) shall be without recourse to the
Administrative Agent or any other Syndication Party and shall not be construed as a loan from any
Syndication Party to the Administrative Agent or any other Syndication Party.



15.2 Syndication Parties’ Obligations to Remit Funds. Each Syndication Party agrees to
remit its Funding Share of each Advance to the Administrative Agent as, and within the time
deadlines (“Syndication Party Advance Date”), required in this Credit Agreement. Unless the
Administrative Agent shall have received notice from a Syndication Party (i) in the case of LIBO
Rate Loans, prior to the date on which such Syndication Party is to provide funds to the
Administrative Agent for an Advance to be made by such Syndication Party or (ii) in the case of
Base Rate Loans, prior to the time and date on which such Syndication Party is to provide funds to
the Administrative Agent for an Advance to be made by such Syndication Party, that such Syndication
Party will not make available to the Administrative Agent such funds, the Administrative Agent may
assume that such Syndication Party has made such funds available to the Administrative Agent on the
date of such Advance in accordance with the terms of this Credit Agreement and the Administrative
Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption,
make available to Borrower on such date a corresponding amount. If and to the extent such
Syndication Party shall not have made such funds available to the Administrative Agent by the
applicable Syndication Party Advance Date and such Syndication Party has not given the
Administrative Agent the notice referenced in the immediately preceding sentence, such Syndication
Party agrees to repay the Administrative Agent forthwith on demand such corresponding amount (if
any) made available by the Administrative Agent together with interest thereon, for each day from
the date such amount is made available to Borrower until the Banking Day such amount is repaid to
the Administrative Agent (assuming payment is received by the Administrative Agent at or prior to
2:00 P.M. (Central time), and until the next Banking Day if payment is not received until after
2:00 P.M. (Central time)), at the customary rate set by the Administrative Agent for the correction
of errors among banks for three (3) Banking Days and thereafter at the Base Rate. If such
Syndication Party shall repay to the Administrative Agent such corresponding amount (if any) made
available by the Administrative Agent, such amount so repaid shall constitute such Syndication
Party’s Advance for purposes of this Credit Agreement. If such Syndication Party does not pay such
corresponding amount (if any) made available by the Administrative Agent forthwith upon the
Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify Borrower,
and Borrower shall immediately pay such corresponding amount to the Administrative Agent with the
interest thereon, for each day from the date such amount is made available to Borrower until the
date such amount is repaid to the Administrative Agent, at the rate of interest applicable to such
Advance at the time.



15.3 [Intentionally Omitted].



15.4 Syndication Party’s Failure to Remit Funds. If a Syndication Party (“Delinquent
Syndication Party”) fails to remit its Funding Share (a) of a 5-Year Advance (including a risk
participation in an Overnight Advance under Section 3.9), or (b) of a Bid Advance, in full by the
date and time required (the unpaid amount of any such payment being hereinafter referred to as the
“Delinquent Amount”), in addition to any other remedies available hereunder, any other Syndication
Party or Syndication Parties may, but shall not be obligated to, advance the Delinquent Amount (the
Syndication Party or Syndication Parties which advance such Delinquent Amount are referred to as
the “Contributing Syndication Parties”), in which case (w) the Delinquent Amount which any
Contributing Syndication Party advances shall be treated as a loan to the Delinquent Syndication
Party and shall not be counted in determining the Individual Outstanding 5-Year Obligations of any
Contributing Syndication Party, and (x) the Delinquent Syndication Party shall be obligated to pay
to the Administrative Agent, for the account of the Contributing Syndication Parties, interest on
the Delinquent Amount at a rate of interest equal to the rate of interest which Borrower is
obligated to pay on the Delinquent Amount plus 200 basis points (“Delinquency Interest”) until the
Delinquent Syndication Party remits the full Delinquent Amount and remits all Delinquency Interest
to the Administrative Agent, which will distribute such payments to the Contributing Syndication
Parties (pro rata based on the amount of the Delinquent Amount which each of them (if more than
one) advanced) on the same Banking Day as such payments are received by the Administrative Agent if
received no later than 2:00 P.M. (Central time) or the next Banking Day if received by the
Administrative Agent thereafter. In addition, the Contributing Syndication Parties shall be
entitled to share, on the same pro rata basis, and the Administrative Agent shall pay over to them
to the extent received, for application against Delinquency Interest and the Delinquent Amount, the
Delinquent Syndication Party’s Payment Distribution and any fee distributions or distributions made
under Section 15.11 hereof until the Delinquent Amount and all Delinquency Interest have been paid
in full. For voting purposes the Administrative Agent shall readjust the Individual 5-Year
Commitments of such Delinquent Syndication Party and the Contributing Syndication Parties from time
to time first to reflect the advance of the Delinquent Amount by the Contributing Syndication
Parties, and then to reflect the full or partial reimbursement to the Contributing Syndication
Parties of such Delinquent Amount. As between the Delinquent Syndication Party and the Contributing
Syndication Parties, the Delinquent Syndication Party’s interest in its Advances shall be deemed to
have been partially assigned to the Contributing Syndication Parties in the amount of the
Delinquent Amount and Delinquency Interest owing to the Contributing Syndication Parties from time
to time. This Section shall also be applicable to Advances funded by the Administrative Agent (y)
under Section 3.8 hereof, in which case the Administrative Agent, in its capacity as such, shall be
deemed to be the Contributing Syndication Party, and (z) under Section 3.10 hereof, in which case
the Administrative Agent, in its capacity as such, shall be deemed to be the Contributing
Syndication Party and the Overnight Lender shall be deemed to be the Delinquent Syndication Party.
For the purposes of calculating interest owed by a Delinquent Syndication Party, payments received
on other than a Banking Day shall be deemed to have been received on the next Banking Day, and
payments received after 2:00 P.M. (Central time) shall be deemed to have been received on the next
Banking Day.



15.5 Agency Appointment. Each of the Syndication Parties hereby designates and appoints
the Administrative Agent to act as agent to service and collect the Loans and its respective
Advances and Notes, if any, and to take such action on behalf of such Syndication Party with
respect to the Loans and such Advances and Notes, if any, and to execute such powers and to perform
such duties, as specifically delegated or required herein, as well as to exercise such powers and
to perform such duties as are reasonably incidental thereto, and to receive and benefit from such
fees and indemnifications as are provided for or set forth herein, until such time as a successor
is appointed and qualified to act as the Administrative Agent. The institution serving as the
Administrative Agent or Bid Agent hereunder shall have the same rights and powers in its capacity
as a Syndication Party as any other Syndication Party and may exercise the same as though it were
not the Administrative Agent or Bid Agent, and such Syndication Party and its Affiliates may accept
deposits from, lend money to and generally engage in any kind of business with Borrower or any
Subsidiary or other Affiliate thereof as if it were not the Administrative Agent or Bid Agent
hereunder.



15.6 Power and Authority of the Administrative Agent. Without limiting the generality of
the power and authority vested in the Administrative Agent pursuant to Section 15.5 hereof, the
power and authority vested in the Administrative Agent includes, but is not limited to, the
following:



15.6.1 Advice. To solicit the advice and assistance of each of the Syndication Parties and
Voting Participants concerning the administration of the Loans and the exercise by the
Administrative Agent of its various rights, remedies, powers, and discretions with respect thereto.
As to any matters not expressly provided for by this Credit Agreement or any other Loan Document,
the Administrative Agent shall in all cases be fully protected in acting, or in refraining from
acting, hereunder in accordance with instructions signed by all of the Syndication Parties or the
Required Lenders, as the case may be (and including in each such case, Voting Participants), and
any action taken or failure to act pursuant thereto shall be binding on all of the Syndication
Parties, Voting Participants, and the Administrative Agent. In the absence of a request by the
Required Lenders, the Administrative Agent shall have authority, in its sole discretion, to take or
not to take any action, unless the Loan Documents specifically require the consent of the Required
Lenders, of all of the Syndication Parties or of other specified Persons.



15.6.2 Documents. To execute, seal, acknowledge, and deliver as the Administrative Agent,
all such instruments as may be appropriate in connection with the administration of the Loans and
the exercise by the Administrative Agent of its various rights with respect thereto.



15.6.3 Proceedings. To initiate, prosecute, defend, and to participate in, actions and
proceedings in its name as the Administrative Agent for the ratable benefit of the Syndication
Parties.



15.6.4 Retain Professionals. To retain attorneys, accountants, and other professionals to
provide advice and professional services to the Administrative Agent, with their fees and expenses
reimbursable to the Administrative Agent by Syndication Parties pursuant to Section 15.18 hereof.



15.6.5 Incidental Powers. To exercise powers reasonably incident to the Administrative
Agent’s discharge of its duties enumerated in Section 15.7 hereof.



15.7 Duties of the Administrative Agent. The duties of the Administrative Agent hereunder
shall consist of the following:



15.7.1 Possession of Documents. To safekeep one original of each of the Loan Documents
other than the Notes (which will be in the possession of the Syndication Party named as payee
therein).



15.7.2 Distribute Payments. To receive and distribute to the Syndication Parties payments
made by Borrower pursuant to the Loan Documents, as provided in Article 6 hereof. Unless the
Administrative Agent shall have received notice from Borrower prior to the date on which any
payment is due to any Syndication Party hereunder that Borrower will not make such payment in full,
the Administrative Agent may assume that Borrower has made such payment in full to the
Administrative Agent on such date and the Administrative Agent in its sole discretion may, but
shall not be obligated to, in reliance upon such assumption, cause to be distributed to each
Syndication Party on such due date an amount equal to the amount then due such Syndication Party.
If and to the extent Borrower shall not have so made such payment in full to the Administrative
Agent, each Syndication Party shall repay to the Administrative Agent forthwith on demand such
amount distributed to such Syndication Party together with interest thereon, for each day from the
date such amount is distributed to such Syndication Party until the date such Syndication Party
repays such amount to the Administrative Agent at the customary rate set by the Administrative
Agent for the correction of errors among banks for three (3) Banking Days and thereafter at the
Base Rate.



15.7.3 Loan Administration. Subject to the provisions of Section 15.10 hereof, to, on
behalf of and for the ratable benefit of all Syndication Parties, exercise all rights, powers,
privileges, and discretion to which the Administrative Agent is entitled and elects in its sole
discretion to administer the Loans, including, without limitation: (a) monitor all borrowing
activity, issuances of Letters of Credit, Individual 5-Year Commitment balances, and maturity dates
of all LIBO Rate Loans; (b) monitor and report Credit Agreement and covenant compliance, and
coordinate required credit actions by the Syndication Parties (including Voting Participants where
applicable); (c) manage the process for future waivers and amendments if modifications to the
Credit Agreement are required; and (d) administer, record, and process all assignments to be made
for the current and future Syndication Parties (including the preparation of a revised Schedule
1 to replace the previous Schedule 1).



15.7.4 Determination of Individual Lending Capacity and Individual 5-Year Pro Rata Shares.
The Administrative Agent shall calculate the respective Individual 5-Year Lending Capacity,
Individual 5-Year Pro Rata Share and Applicable Percentage of each Syndication Party from time to
time as it deems necessary or appropriate in its sole discretion, and such determinations shall be
binding on the parties hereto absent manifest error.



15.7.5 Forwarding of Information. The Administrative Agent shall, within a reasonable time
after receipt thereof, forward to the Syndication Parties and Voting Participants notices and
reports provided to the Administrative Agent by Borrower pursuant to Section 11.2 hereof.



15.8 Action Upon Default. Each Syndication Party agrees that upon its learning of any facts
which would constitute a Potential Default or Event of Default, it shall promptly notify the
Administrative Agent by a writing designated as a notice of default specifying in detail the nature
of such facts and default, and the Administrative Agent shall promptly send a copy of such notice
to all other Syndication Parties. The Administrative Agent shall be entitled to assume that no
Event of Default or Potential Default has occurred or is continuing unless it has received written
notice from Borrower of such fact, or has received written notice of default from a Syndication
Party. In the event the Administrative Agent has received written notice of the occurrence of a
Potential Default or Event of Default as provided in the preceding sentences, the Administrative
Agent may, but is not required to exercise or refrain from exercising any rights which may be
available under the Loan Documents or at law on account of such occurrence and shall be entitled to
use its discretion with respect to exercising or refraining from exercising any such rights, unless
and until the Administrative Agent has received specific written instruction from the Required
Lenders to refrain from exercising such rights or to take specific designated action, in which case
it shall follow such instruction; provided that the Administrative Agent shall not be required to
take any action which will subject it to personal liability, or which is or may be contrary to any
provision of the Loan Documents or applicable law. The Administrative Agent shall not be subject to
any liability by reason of its acting or refraining from acting pursuant to any such instruction.



15.8.1 Indemnification as Condition to Action. Except for action expressly required of the
Administrative Agent hereunder, the Administrative Agent shall in all cases be fully justified in
failing or refusing to act hereunder unless it shall have received further assurances (which may
include cash collateral) of the indemnification obligations of the Syndication Parties under
Section 15.19 hereof in respect of any and all liability and expense which may be incurred by it by
reason of taking or continuing to take any such action.



15.9 Bid Agent’s Appointment, Power, Authority, Duties and Resignation or Removal; Fee.
Each of the Syndication Parties hereby designates and appoints the Bid Agent to act as such and to
take such action on behalf of such Syndication Party with respect to the acceptance and processing
of Bid Requests and Bids as provided herein, as well as to exercise such powers and to perform such
duties as are reasonably incidental thereto, and to receive and benefit from such fees and
indemnifications as are provided for or set forth herein, until such time as a successor is
appointed and qualified to act as the Bid Agent. The Bid Agent shall have such duties as specified
in this Credit Agreement. The resignation, removal, and designation of a successor for the Bid
Agent shall be in accordance with the procedures set forth in Section 15.22 hereof with respect to
the Administrative Agent. The Bid Agent and any successor Bid Agent shall be entitled to such fee
as agreed upon between Borrower and the Bid Agent for acting as the Bid Agent. The indemnification,
expense and exculpatory provisions in this Credit Agreement with respect to the Administrative
Agent shall apply equally to the Bid Agent, as applicable.



15.10 Consent Required for Certain Actions. Notwithstanding the fact that this Credit
Agreement may otherwise provide that the Administrative Agent may act at its discretion, the
Administrative Agent may not take any of the following actions (nor may the Syndication Parties
take the action described in Subsection 15.10.1(a)) with respect to, or under, the Loan Documents
without the prior written consent, given after notification by the Administrative Agent of its
intention to take any such action (or notification by such Syndication Parties as are proposing the
action described in Subsection 15.10.1(a) of their intention to do so), of:



15.10.1 Unanimous. Each of the Syndication Parties and Voting Participants before:



(a) Amending the definition of Required Lenders as set forth herein or amending Subsections
15.10.1, 15.10.2, 15.10.3 or 15.10.4;



(b) Agreeing to an extension of the 5-Year Maturity Date, or, except as provided in Section
2.9, an increase in the 5-Year Commitment or any Syndication Party’s share thereof; or



(c) Agreeing to a reduction in the amount, or to a delay in the due date, of any payment by
Borrower of interest, principal, or fees with respect to the 5-Year Facility; provided, however,
this restriction shall not apply to a delay in payment granted by the Administrative Agent in the
ordinary course of administration of the Loans and the exercise of reasonable judgment, so long as
such payment delay does not exceed five (5) days; or



(d) Amending Section 6.6 or 15.13 hereof.



15.10.2 Required Lenders. The Required Lenders before:



(a) Consenting to any action, amendment, or granting any waiver not covered in Subsections
15.10.1 or 15.10.3; or



(b) Agreeing to amend Article 15 of this Credit Agreement (other than Subsections 15.10.1,
15.10.2, or 15.10.3).



15.10.3 Action Without Vote. Notwithstanding any other provisions of this Section, the
Administrative Agent or, with respect to Subsection 15.10.3(b) hereof, the Letter of Credit Bank
and the Administrative Agent, may take the following actions without obtaining the consent of the
Syndication Parties or the Voting Participants:



(a) Determining (i) whether the conditions to a 5-Year Advance have been met, and (ii) the
amount of such 5-Year Advance;



(b) Determining (i) whether the conditions and procedures as set forth in Article 4 hereof for
issuance of a Letter of Credit have been properly satisfied, (ii) the amount of such Letter of
Credit and (iii) the determination and implementation of any LC Separation Arrangements;



(c) Determining whether the Bid Advance conditions and procedures as set forth in Article 3
hereof have been properly satisfied.



15.10.4 Voting Participants. Under the circumstances set forth in Section 15.28 hereof,
each Voting Participant shall be accorded voting rights as though such Person was a Syndication
Party, and in such case the voting rights of the Syndication Party from which such Voting
Participant acquired its participation interest shall be reduced accordingly.



If no written consent or denial is received from a Syndication Party or a Voting Participant
within five (5) Banking Days after written notice of any proposed action as described in this
Section is delivered to such Syndication Party or Voting Participant by the Administrative Agent,
such Syndication Party or Voting Participant shall be conclusively deemed to have consented thereto
for the purposes of this Section.



15.11 Distribution of Principal and Interest. The Administrative Agent may, in its sole
discretion, receive and accept all or any payments (including prepayments) of principal and
interest made by Borrower on the Loans in an account segregated from the Administrative Agent’s
other funds and accounts (“Payment Account”). After the receipt by the Administrative Agent of any
payment representing interest or principal on the Loans, the Administrative Agent shall remit to
each Syndication Party its share of such payment as provided in Article 6 hereof (“Payment
Distribution”), no later than 3:00 P.M. (Central time) on the same Banking Day as such payment is
received by the Administrative Agent if received no later than 1:00 P.M. (Central time) or the next
Banking Day if received by the Administrative Agent thereafter. Any Syndication Party’s rights to
its Payment Distribution shall be subject to the rights of any Contributing Syndication Parties to
such amounts as set forth in Section 15.4 hereof.



15.12 Distribution of Certain Amounts. The Administrative Agent shall (a) receive for the
benefit of all present and future Syndication Parties, in the Payment Account (if applicable) and
(b) remit to the applicable Syndication Parties, as indicated, the amounts described below:



15.12.1 Funding Losses. To each Syndication Party its share of the amount of any Funding
Losses paid by Borrower to the Administrative Agent in accordance with the Funding Loss Notice such
Syndication Party provided to the Administrative Agent, no later than 3:00 P.M. (Central time) on
the same Banking Day that payment of such Funding Losses is received by the Administrative Agent,
if received no later than 1:00 P.M. (Central time), or the next Banking Day if received by the
Administrative Agent thereafter.



15.12.2 Fees. To each Syndication Party its share of any 5-Year Facility Fees paid by
Borrower to the Administrative Agent, no later than 3:00 P.M. (Central time) on the same Banking
Day that payment of such fees is received by the Administrative Agent, if received no later than
1:00 P.M. (Central time), or the next Banking Day if received by the Administrative Agent
thereafter.



15.13 Sharing; Collateral Application. The Syndication Parties shall have no interest in
any other loans made to Borrower by any other Syndication Party other than the Loans, or in any
property taken as security for any other loan or loans made to Borrower by any other Syndication
Party, or in any property now or hereinafter in the possession or control of any other Syndication
Party, which may be or become security for the Loans solely by reason of the provisions of a
security instrument that would cause such security instrument and the property covered thereby to
secure generally all indebtedness owing by Borrower to such other Syndication Party.
Notwithstanding the foregoing, to the extent such other Syndication Party applies such funds or the
proceeds of such property to reduction of one or more of the Loans, such other Syndication Party
shall share such funds or proceeds with all Syndication Parties according to their respective
Individual 5-Year Commitments. In the event that any Syndication Party shall obtain payment,
whether partial or full, from any source in respect of one or more of the Loans other than as
provided in this Credit Agreement, including without limitation payment by reason of the exercise
of a right of offset, banker’s lien, general lien, or counterclaim, such Syndication Party shall
promptly make such adjustments (which may include payment in cash or the purchase of further
Syndication Interests or participations in the Loans) to the end that such excess payment shall be
shared with all other Syndication Parties in accordance with their respective Individual 5-Year
Commitments. Notwithstanding any of the foregoing provisions of this Section or Article 8 hereof,
no Syndication Party (other than CoBank or a Farm Credit System Institution, as applicable) shall
have any right to, or to the proceeds of, or any right to the application to any amount owing to
such Syndication Party hereunder of any the proceeds of, (a) any Bank Equity Interests issued to
Borrower by CoBank or on account of any statutory lien held by CoBank on such Bank Equity
Interests, or (b) any Bank Equity Interests issued to Borrower by any Farm Credit System
Institution which is a Syndication Party hereunder or on account of any statutory lien held by such
Farm Credit System Institution on such Bank Equity Interests.



15.14 Amounts Required to be Returned. If the Administrative Agent, in its sole
discretion, elects to make any payment to a Syndication Party in anticipation of the receipt of
final funds from Borrower, and such funds are not received from Borrower, or if excess funds are
paid by the Administrative Agent to any Syndication Party as the result of a miscalculation by the
Administrative Agent, then such Syndication Party shall, on demand of the Administrative Agent,
forthwith return to the Administrative Agent any such amounts, plus interest thereon (from the day
such amounts were transferred by the Administrative Agent to the Syndication Party to, but not
including, the day such amounts are returned by Syndication Party) at a rate per annum equal to the
customary rate set by the Administrative Agent for the correction of errors among banks for three
(3) Banking Days and thereafter at the Base Rate. If the Administrative Agent is required at any
time to return to Borrower or a trustee, receiver, liquidator, custodian, or similar official any
portion of the payments made by Borrower to the Administrative Agent, whether pursuant to any
bankruptcy or insolvency law or otherwise, then each Syndication Party shall, on demand of the
Administrative Agent, forthwith return to the Administrative Agent any such payments transferred to
such Syndication Party by the Administrative Agent but without interest or penalty (unless the
Administrative Agent is required to pay interest or penalty on such amounts to the person
recovering such payments).



15.15 Information to Syndication Parties; Confidentiality. Except as expressly set forth
in the Loan Documents, the Administrative Agent shall not have any duty to disclose, nor shall it
be liable for the failure to disclose, any information relating to Borrower or any of the
Consolidated Subsidiaries that is communicated to or obtained by the Administrative Agent. The
Syndication Parties acknowledge and agree that all information and reports received pursuant to
this Credit Agreement will be received in confidence in connection with their Syndication Interest,
and that such information and reports constitute confidential information and shall not, without
the prior written consent of the Administrative Agent or Borrower (which consent will not be
unreasonably withheld, provided that Borrower shall have no consent rights upon the occurrence and
during the continuance of an Event of Default), be used by the Syndication Party except in
connection with the Loans and their respective Syndication Interests.



15.16 Reliance; No Other Duties. The Administrative Agent shall not be liable to
Syndication Parties or any other Person for any error in judgment or for any action taken or not
taken by the Administrative Agent or its agents, directors, officers, employees or representatives
(including without limitation any duties of the Administrative Agent under Section 15.7), except to
the extent that a court of competent jurisdiction renders a final non-appealable judgment that any
of the foregoing resulted from the gross negligence or willful misconduct of the Administrative
Agent. Without limiting the foregoing, the Administrative Agent may rely on the advice of counsel,
accountants or experts and on any written document or oral statement it believes to be genuine and
correct and to have been signed or sent by the proper Person or Persons. The Administrative Agent
shall not be responsible for or have any duty to ascertain or inquire into (i) any statement,
warranty or representation made by any other Person in or in connection with any Loan Document,
(ii) the contents of any certificate, report or other document delivered thereunder or in
connection therewith, (iii) the performance or observance by any other Person of any of the
covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the
validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement,
instrument or document, or (v) the satisfaction of any condition set forth in Article 10 or
elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be
delivered to the Administrative Agent.



15.17 No Trust or Fiduciary Relationship. Neither the execution of this Credit Agreement,
nor the sharing in the Loans, nor the holding of the Loan Documents in its name by the
Administrative Agent, nor the management and administration of the Loans and Loan Documents by the
Administrative Agent ( holding certain payments and proceeds in the Payment Account for the benefit
of the Syndication Parties), nor any other right, duty or obligation of the Administrative Agent
under or pursuant to this Credit Agreement is intended to be or create, and none of the foregoing
shall be construed to be or create, any express, implied or constructive trust or fiduciary
relationship between the Administrative Agent or the Bid Agent and any Syndication Party. Each
Syndication Party hereby agrees and stipulates that neither the Administrative Agent nor the Bid
Agent is acting as trustee or fiduciary for such Syndication Party with respect to the Loans, this
Credit Agreement, or any aspect of either, or in any other respect.



15.18 Sharing of Costs and Expenses. To the extent not paid by Borrower, each Syndication
Party will promptly upon demand reimburse the Administrative Agent for its proportionate share
(based on the ratio of its Individual 5-Year Commitment to the 5-Year Commitment), for all
reasonable costs, disbursements, and expenses incurred by the Administrative Agent on or after the
date of this Credit Agreement for legal, accounting, consulting, and other services rendered to the
Administrative Agent in its role as the Administrative Agent in the administration of the Loans,
interpreting the Loan Documents, and protecting, enforcing, or otherwise exercising any rights,
both before and after default by Borrower under the Loan Documents, and including, without
limitation, all costs and expenses incurred in connection with any bankruptcy proceedings and the
exercise of any remedies with respect to the Cash Collateral Account or otherwise.



15.19 Syndication Parties’ Indemnification of the Administrative Agent and Bid Agent. Each
of the Syndication Parties agrees to indemnify the Administrative Agent, including any Successor
Agent, and the Bid Agent, in each case in its capacity as such, and their respective directors,
officers, employees, agents, professional advisers and representatives (“Indemnified Agency
Parties”) (to the extent not reimbursed by Borrower, and without in any way limiting the obligation
of Borrower to do so), ratably (based on the ratio of its Individual 5-Year Commitment to the
5-Year Commitment), from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which
may at any time (including, without limitation, at any time following the payment of the Loans
and/or the expiration or termination of this Credit Agreement) be imposed on, incurred by or
asserted against the Administrative Agent or the Bid Agent (or any of the Indemnified Agency
Parties while acting for the Administrative Agent or for any Successor Agent) in any way relating
to or arising out of this Credit Agreement or the Loan Documents, or the performance of the duties
of the Administrative Agent or the Bid Agent hereunder or thereunder or any action taken or omitted
while acting in the capacity of the Administrative Agent or the Bid Agent under or in connection
with any of the foregoing; provided that the Syndication Parties shall not be liable for the
payment of any portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of an Indemnified Agency Party to the extent
that a court of competent jurisdiction renders a final non-appealable judgment that the foregoing
are the result of the willful misconduct or gross negligence of such Indemnified Agency Party. In
furtherance but not in limitation of the foregoing, to the extent not indemnified by Borrower, each
Syndication Party shall indemnify the Administrative Agent for the full amount of any taxes,
levies, imposts, duties, charges, fees, deductions, withholdings or similar charges imposed by any
governmental authority that are attributable to such Syndication Party and that are payable or paid
by the Administrative Agent, together with all interest, penalties, reasonable costs and expenses
arising therefrom or with respect thereto, as determined by the Administrative Agent in good faith.
The agreements and obligations in this Section shall survive the payment of the Loans and the
expiration or termination of this Credit Agreement.



15.20 Books and Records. The Administrative Agent shall maintain such books of account and
records relating to the Loans as it reasonably deems appropriate in its sole discretion, and which
shall accurately reflect the Syndication Interest of each Syndication Party and shall be conclusive
and binding on Borrower and the Syndication Parties absent manifest error. The Syndication Parties,
or their agents, may inspect such books of account and records at all reasonable times during the
Administrative Agent’s regular business hours.



15.21 Administrative Agent Fee. The Administrative Agent and any Successor Agent shall be
entitled to such fees as agreed upon between Borrower and the Administrative Agent for acting as
the Administrative Agent.



15.22 The Administrative Agent’s Resignation or Removal. Subject to the appointment and
acceptance of a Successor Agent (as defined below), the Administrative Agent may resign at any time
by notifying each of the Syndication Parties and Borrower. After the receipt of such notice, the
Required Lenders shall appoint a successor (“Successor Agent”). If (a) no Successor Agent shall
have been so appointed which is either (i) a Syndication Party, or (ii) if not a Syndication Party,
which is a Person approved by Borrower, such approval not to be unreasonably withheld (provided
that Borrower shall have no approval rights upon the occurrence and during the continuance of an
Event of Default), or (b) such Successor Agent has not accepted such appointment, in either case
within thirty (30) days after the retiring Administrative Agent’s giving of such notice of
resignation, then the retiring Administrative Agent may, after consulting with, but without
obtaining the approval of, Borrower, appoint a Successor Agent which shall be a bank or a trust
company organized under the laws of the United States of America or any state thereof and having a
combined capital, surplus and undivided profit of at least $250,000,000. If no Successor Agent has
been appointed pursuant to the immediately preceding sentence by the forty-fifth (45th) day after
the giving of such notice of resignation, the Administrative Agent’s resignation shall become
effective and the Required Lenders shall thereafter perform all the duties of the Administrative
Agent hereunder and/or under any other Loan Document until such time, if any, as the Required
Lenders appoint a Successor Agent. If, and for so long as, the Person acting as the Administrative
Agent is a Defaulting Syndication Party, such Person may be removed as the Administrative Agent
upon the written demand of the Required Lenders, which demand shall also appoint a Successor Agent.
Upon the appointment of a Successor Agent hereunder, (a) the term “Administrative Agent” shall for
all purposes of this Credit Agreement thereafter mean such Successor Agent, and (b) the Successor
Agent shall notify Borrower of its identity and of the information called for in Subsection 16.4.2
hereof. Any such resignation by the Administrative Agent hereunder, unless otherwise agreed by the
resigning Administrative Agent, shall also constitute its resignation as the Letter of Credit Bank
and the Overnight Lender, as applicable, in which case the resigning Administrative Agent (x) shall
not be required to issue any further Letters of Credit or make any additional Overnight Advances
hereunder and (y) shall maintain all of its rights as Letter of Credit Bank or Overnight Lender, as
the case may be, with respect to any Letters of Credit issued by it, or Overnight Advances made by
it, prior to the date of such resignation. The fees payable by Borrower to a Successor Agent shall
be the same as those payable to its predecessor unless otherwise agreed between Borrower and such
Successor Agent. After any retiring Administrative Agent’s resignation hereunder as Administrative
Agent, or the removal hereunder of any Administrative Agent, the provisions of this Credit
Agreement shall continue to inure to the benefit of such Administrative Agent as to any actions
taken or omitted to be taken by it while it was the Administrative Agent under this Credit
Agreement.



15.23 Representations and Warranties of Syndication Parties. The Administrative Agent, the
Bid Agent, and each Syndication Party represents and warrants that: (a) the execution and delivery
by it of, and performance of its obligations under, this Credit Agreement is within its power and
has been duly authorized by all necessary corporate and other action by it; (b) the execution and
delivery by it of, and performance of its obligations under, this Credit Agreement is in material
compliance with all applicable laws and regulations promulgated under such laws and does not
conflict with nor constitute a breach of its charter or by-laws nor any agreements by which it is
bound, and does not violate any judgment, decree or governmental or administrative order, rule or
regulation applicable to it; (c) no approval, authorization or other action by, or declaration to
or filing with, any governmental or administrative authority or any other Person is required to be
obtained or made by it in connection with the execution and delivery of, and performance of its
obligations under, this Credit Agreement; and (d) this Credit Agreement has been duly executed by
it, and, to its knowledge, constitutes the legal, valid, and binding obligation of such Person,
enforceable in accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the
rights of creditors generally and general equitable principles (regardless of whether such
enforceability is considered in a proceeding at law or in equity). Each Syndication Party that is a
state or national bank represents and warrants that the act of entering into and performing its
obligations under this Credit Agreement has been approved by its board of directors or its loan
committee and such action was duly noted in the written minutes of the meeting of such board or
committee.15.24 Representations and Warranties of CoBank. Except as expressly set forth in
Section 15.23 hereof, CoBank, in its role as a Syndication Party and as the Administrative Agent,
makes no express or implied representation or warranty and assumes no responsibilities with respect
to the due authorization, execution, or delivery of the Loan Documents; the accuracy of any
information, statements, or certificates provided by Borrower; the legality, validity, or
enforceability of the Loan Documents; the filing or recording of any document; the collectibility
of the Loans; the performance by Borrower of any of its obligations under the Loan Documents; or
the financial condition or solvency of Borrower or any other party obligated with respect to the
Loans or the Loan Documents.



15.25 Syndication Parties’ Independent Credit Analysis. Each Syndication Party
acknowledges receipt of true and correct copies of all Loan Documents (other than any Note payable
to another Syndication Party) from the Administrative Agent. Each Syndication Party agrees and
represents that it has relied upon its independent review (a) of the Loan Documents, and (b) any
information independently acquired by such Syndication Party from Borrower or otherwise in making
its decision to acquire an interest in the Loans independently and without reliance on the
Administrative Agent or Bid Agent. Each Syndication Party represents and warrants that it has
obtained such information as it deems necessary (including any information such Syndication Party
independently obtained from Borrower or others) prior to making its decision to acquire an interest
in the Loans. Each Syndication Party further agrees and represents that it has made its own
independent analysis and appraisal of and investigation into each Borrower’s authority, business,
operations, financial and other condition, creditworthiness, and ability to perform its obligations
under the Loan Documents and has relied on such review in making its decision to acquire an
interest in the Loans. Each Syndication Party agrees that it will continue to rely solely upon its
independent review of the facts and circumstances related to Borrower, and without reliance upon
the Administrative Agent, in making future decisions with respect to all matters under or in
connection with the Loan Documents and the Loans. The Administrative Agent assumes no
responsibility for the financial condition of Borrower or for the performance of Borrower’s
obligations under the Loan Documents. Except as otherwise expressly provided herein, none of the
Administrative Agent, the Bid Agent or any Syndication Party shall have any duty or responsibility
to furnish to any other Syndication Parties any credit or other information concerning Borrower
which may come into its possession.



15.26 No Joint Venture or Partnership. Neither the execution of this Credit Agreement, the
sharing in the Loans, nor any agreement to share in payments or losses arising as a result of this
transaction is intended to be or to create, and the foregoing shall not be construed to be, any
partnership, joint venture or other joint enterprise between the Administrative Agent and any
Syndication Party, nor between or among any of the Syndication Parties.



15.27 Restrictions on Transfer; Participations. (a) Each Syndication Party other than
CoBank agrees that it will not sell, assign, convey or otherwise dispose of (“Transfer”) to any
Person, or create or permit to exist any lien or security interest on all or any part of its
Syndication Interest, without the prior written consent of the Administrative Agent and Borrower
(which consent will not be unreasonably withheld; provided that such consent will not be
required in the case of an assignment to a Syndication Party, an Affiliate of a Syndication Party
or an Approved Fund; provided, further, that Borrower shall have no approval rights
upon the occurrence and during the continuance of an Event of Default; and provided, further, that
Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by
written notice to the Administrative Agent within five (5) Banking Days after having received
notice thereof); provided that: (a) any such Transfer of Loans or Individual 5-Year Commitments
(except a Transfer to another Syndication Party, an Affiliate of a Syndication Party or an Approved
Fund or a Transfer by CoBank) must be in a minimum amount of $10,000,000.00, unless it Transfers
its entire Syndication Interest; (b) each Syndication Party must maintain an Individual 5-Year
Commitment of no less than $5,000,000.00, unless it Transfers its entire Syndication Interest; (c)
the transferee must execute an agreement substantially in the form of Exhibit 15.27 hereto
(“Syndication Acquisition Agreement”) and assume all of the transferor’s obligations hereunder and
execute such documents as the Administrative Agent may reasonably require; and (d) the Syndication
Party making such Transfer must pay, or cause the transferee to pay, the Administrative Agent an
assignment fee of $3,500.00 (provided that the requirement to pay such fee may be waived by the
Administrative Agent in its sole discretion), unless the assignment is to an Affiliate of such
Syndication Party or to another Syndication Party or an Approved Fund, in which case no assignment
fee will be required. Any Syndication Party may participate any part of its interest in the Loans
to any Person with prior written notice to (but without the consent of) the Administrative Agent
and Borrower, and each Syndication Party understands and agrees that in the event of any such
participation: (x) its obligations hereunder will not change on account of such participation; (y)
the participant will have no rights under this Credit Agreement, including, without limitation,
voting rights (except as provided in Section 15.28 hereof with respect to Voting Participants) or
the right to receive payments or distributions; and (z) the Administrative Agent shall continue to
deal directly with the Syndication Party with respect to the Loans (including with respect to
voting rights, except as provided in Section 15.28 hereof with respect to Voting Participants) as
though no participation had been granted and will not be obligated to deal directly with any
participant (except as provided in Section 15.28 hereof with respect to Voting Participants).
Notwithstanding any provision contained herein to the contrary, (i) any Syndication Party may at
any time pledge or assign all or any portion of its interest in its rights under this Credit
Agreement to secure obligations of such Syndication Party, including any pledge or assignment to
secure obligations to any Federal Reserve Bank or central bank having jurisdiction over such
Syndication Party or to any Farm Credit Bank, or Transfer its Syndication Interest to an affiliate
bank if and to the extent required under applicable law in order to pledge such interest to such
central bank, provided that no pledge or assignment pursuant to this clause (i) shall release such
Syndication Party from its obligations hereunder or substitute any such pledge or assignee for such
Syndication Party as a party hereto, and (ii) no Syndication Party shall be permitted to Transfer,
or sell a participation in, any part of its Syndication Interest to (A) Borrower or any of
Borrower’s Affiliates or Subsidiaries, (B) any Defaulting Syndication Party or any of its
Subsidiaries, (C) any Person, who, upon becoming a Syndication Party hereunder, would constitute
any of the foregoing Persons described in the foregoing clause (B) or (D) a natural Person. CoBank
reserves the right to sell participations on a non-patronage basis.



(b) Certain Additional Payments. In connection with any assignment of rights and
obligations of any Defaulting Syndication Party hereunder, no such assignment shall be effective
unless and until, in addition to the other conditions thereto set forth herein, the parties to the
assignment shall make such additional payments to the Administrative Agent in an aggregate amount
sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by
the assignee of participations or subparticipations, or other compensating actions, including
funding, with the consent of Borrower and the Administrative Agent, the applicable pro rata share
of Loans previously requested but not funded by the Defaulting Syndication Party, to each of which
the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full
all payment liabilities then owed by such Defaulting Syndication Party to the Administrative Agent,
the Letter of Credit Bank, the Overnight Lender and each other Syndication Party hereunder (and
interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of all
Loans and participations in Letters of Credit and Overnight Advances in accordance with its
Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights
and obligations of any Defaulting Syndication Party hereunder shall become effective under
applicable law without compliance with the provisions of this paragraph, then the assignee of such
interest shall be deemed to be a Defaulting Syndication Party for all purposes of this Credit
Agreement until such compliance occurs.



(c) Subject to acceptance and recording thereof by the Administrative Agent pursuant to
paragraph (d) of this Section, from and after the effective date specified in each Syndication
Acquisition Agreement, the assignee thereunder shall be a party to this Credit Agreement and, to
the extent of the interest assigned by such Syndication Acquisition Agreement, have the rights and
obligations of a Syndication Party under this Credit Agreement, and the assigning Syndication Party
thereunder shall, to the extent of the interest assigned by such Syndication Acquisition Agreement,
be released from its obligations under this Credit Agreement (and, in the case of an Syndication
Acquisition Agreement covering all of the assigning Syndication Party’s rights and obligations
under this Credit Agreement, such Syndication Party shall cease to be a party hereto) but shall
continue to be entitled to the benefits of Sections  6.7 and 16.1 and Article 13 with respect to
facts and circumstances occurring prior to the effective date of such assignment; provided,
that except to the extent otherwise expressly agreed by the affected parties, no assignment by a
Defaulting Syndication Party will constitute a waiver or release of any claim of any party
hereunder arising from that Syndication Party’s having been a Defaulting Syndication Party. Any
assignment or transfer by a Syndication Party of rights or obligations under this Credit Agreement
that does not comply with this paragraph shall be treated for purposes of this Credit Agreement as
a sale by such Syndication Party of a (non-voting) participation in such rights and obligations in
accordance with paragraph (a) of this Section.



(d) The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall
maintain at the address listed in Section 16.4.2, a copy of each Syndication Acquisition Agreement
delivered to it and a register for the recordation of the names and addresses of the Syndication
Parties, and the 5-Year Commitments of, and principal amounts of the Loans owing to, each
Syndication Party pursuant to the terms hereof from time to time (the “Register”). The
entries in the Register shall be conclusive absent manifest error, and Borrower, the Administrative
Agent and the Syndication Parties shall treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Syndication Party hereunder for all purposes of this Credit
Agreement. The Register shall be available for inspection by Borrower and any Syndication Party,
at any reasonable time and from time to time upon reasonable prior notice.



15.28 Certain Participants’ Voting Rights. Any Farm Credit System Institution which (a) is
listed on Exhibit 15.28 or (b)(i) has acquired and, at any time of determination maintains,
a participation interest in the minimum aggregate amount of $5,000,000.00 in a particular
Syndication Party’s Individual 5-Year Commitment and/or Individual Outstanding 5-Year Obligations
and (ii) has been designated in writing by such Syndication Party to the Administrative Agent as
having such entitlement (such designation to include for such participant, its name, contact
information, and dollar participation amount) (each a “Voting Participant”), shall be entitled to
vote (and such Syndication Party’s voting rights shall be correspondingly reduced), on a
dollar-for-dollar basis, as if such Voting Participant were a Syndication Party, on any matter
requiring or allowing a Syndication Party, to provide or withhold its consent, or to otherwise vote
on any proposed action. The voting rights of any Syndication Party so designating a Voting
Participant shall be reduced by an equivalent dollar amount.



15.29 Method of Making Payments. Payment and transfer of all amounts owing or to be paid
or remitted hereunder, including, without limitation, payment of the Advance Payment by Syndication
Parties, and distribution of principal or interest payments or fees or other amounts by the
Administrative Agent, shall be by wire transfer in accordance with the instructions contained on
Exhibit 15.29 hereto (“Wire Instructions”).



15.30 Defaulting Syndication Parties.



15.30.1 Syndication Party Default. Notwithstanding anything to the contrary contained in
this Credit Agreement, if any Syndication Party becomes a Defaulting Syndication Party, then, until
such time as such Syndication Party is no longer a Defaulting Syndication Party, to the extent
permitted by applicable law:



(a) the Individual 5-Year Commitment of such Defaulting Syndication Party (and any Voting
Participant entitled to vote on behalf of such Defaulting Syndication Party) shall not be included
in determining whether the Required Lenders have taken or may take any action under this Credit
Agreement or the Loan Documents (including any consent to any action, amendment or waiver pursuant
to Section 15.10.2); provided that (i) any action, amendment or waiver requiring the consent of all
Syndication Parties pursuant to Section 15.10.1 shall require the consent of such Defaulting
Syndication Party (or Voting Participant, as applicable) and (ii) any amendment of, or consent or
waiver with respect to, this Section 15.30 shall require the consent of the Required Lenders and
each Defaulting Syndication Party (or Voting Participant, as applicable);



(b) Defaulting Syndication Party Waterfall. Any payment of principal, interest, fees
or other amounts received by the Administrative Agent for the account of such Defaulting
Syndication Party (whether voluntary or mandatory, at maturity, pursuant to Article 14 or
otherwise) or received by the Administrative Agent from a Defaulting Syndication Party pursuant to
Section 15.36 shall be applied at such time or times as may be determined by the Administrative
Agent as follows: first, to the payment of any amounts owing by such Defaulting Syndication Party
to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts
owing by such Defaulting Syndication Party to the Letter of Credit Bank or Overnight Lender
hereunder; third, to cash collateralize the Letter of Credit Bank’s Fronting Exposure with respect
to such Defaulting Syndication Party in accordance with Section 15.30.3; fourth, as Borrower may
request (so long as no Potential Default or Event of Default exists), to the funding of any Loan in
respect of which such Defaulting Syndication Party has failed to fund its portion thereof as
required by this Credit Agreement, as determined by the Administrative Agent; fifth, if so
determined by the Administrative Agent and Borrower, to be held in a deposit account and released
pro rata in order to (x) satisfy such Defaulting Syndication Party’s potential future funding
obligations with respect to Loans under this Credit Agreement and (y) cash collateralize the Letter
of Credit Bank’s future Fronting Exposure with respect to such Defaulting Syndication Party with
respect to future Letters of Credit issued under this Credit Agreement, in accordance with Section
4.4; sixth, to the payment of any amounts owing to the Syndication Parties, the Letter of Credit
Bank or Overnight Lenders as a result of any judgment of a court of competent jurisdiction obtained
by any Syndication Party, the Letter of Credit Bank or Overnight Lender against such Defaulting
Syndication Party as a result of such Defaulting Syndication Party’s breach of its obligations
under this Credit Agreement; seventh, so long as no Potential Default or Event of Default exists,
to the payment of any amounts owing to Borrower as a result of any judgment of a court of competent
jurisdiction obtained by Borrower against such Defaulting Syndication Party as a result of such
Defaulting Syndication Party’s breach of its obligations under this Credit Agreement; and eighth,
to such Defaulting Syndication Party or as otherwise directed by a court of competent jurisdiction;
provided that if (x) such payment is a payment of the principal amount of any Loans or
Letters of Credit in respect of which such Defaulting Syndication Party has not fully funded its
appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a
time when the conditions set forth in Section 10.2 were satisfied or waived, such payment shall be
applied solely to pay the Loans of, and Letters of Credit owed to, all Non-Defaulting Syndication
Parties on a pro rata basis prior to being applied to the payment of any Loans of, or Letters of
Credit owed to, such Defaulting Syndication Party until such time as all Loans and funded and
unfunded participations in Letters of Credit and Overnight Advances are held by the Syndication
Parties pro rata in accordance with their respective Applicable Percentage without giving effect to
Section 15.30.1(d). Any payments, prepayments or other amounts paid or payable to a Defaulting
Syndication Party that are applied (or held) to pay amounts owed by a Defaulting Syndication Party
or to post cash collateral pursuant to this Section 15.30.1(b) shall be deemed paid to and
redirected by such Defaulting Syndication Party, and each Syndication Party irrevocably consents
hereto.



(c) Certain Fees.



(i) No Defaulting Syndication Party shall be entitled to receive any 5-Year
Facility Fee for any period during which that Syndication Party is a Defaulting
Syndication Party (and Borrower shall not be required to pay any such fee that otherwise
would have been required to have been paid to that Defaulting Syndication Party).



(ii) Each Defaulting Syndication Party shall be entitled to receive Letter of
Credit Fees for any period during which that Syndication Party is a Defaulting
Syndication Party only to the extent allocable to its Individual 5-Year Pro Rata Share
of the stated amount of Letters of Credit for which it has provided cash collateral
pursuant to Section 4.4.



(iii) With respect to any 5-Year Facility Fee or Letter of Credit Fee not required
to be paid to any Defaulting Syndication Party pursuant to clause (i) or (ii) above,
Borrower shall (x) pay to each Non-Defaulting Syndication Party that portion of any such
fee otherwise payable to such Defaulting Syndication Party with respect to such
Defaulting Syndication Party’s participation in Letters of Credit or Overnight Advances
that has been reallocated to such Non-Defaulting Syndication Party pursuant to clause
(d) below, (y) pay to the Letter of Credit Bank and Overnight Lender, as applicable, the
amount of any such fee otherwise payable to such Defaulting Syndication Party to the
extent allocable to the Letter of Credit Bank’s or Overnight Lender’s Fronting Exposure
to such Defaulting Syndication Party, and (z) not be required to pay the remaining
amount of any such fee.



(d) Reallocation of Participations to Reduce Fronting Exposure. All or any part of
such Defaulting Syndication Party’s participation in Letters of Credit and Overnight Advances shall
be reallocated among the Non-Defaulting Syndication Parties in accordance with their respective
Applicable Percentage (calculated without regard to such Defaulting Syndication Party’s 5-Year
Commitment) but only to the extent that (x) the conditions set forth in Section 10.2 are satisfied
at the time of such reallocation (and, unless Borrower shall have otherwise notified the
Administrative Agent at such time, Borrower shall be deemed to have represented and warranted that
such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate
Individual 5-Year Lending Capacity of any Non-Defaulting Syndication Party to be less than zero.
No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder
against a Defaulting Syndication Party arising from that Syndication Party having become a
Defaulting Syndication Party, including any claim of a Non-Defaulting Syndication Party as a result
of such Non-Defaulting Syndication Party’s increased exposure following such reallocation.



(e) Cash Collateral, Repayment of Overnight Advances. If the reallocation described
in clause (d) above cannot, or can only partially, be effected, Borrower shall, without prejudice
to any right or remedy available to it hereunder or under law, (x) first, prepay Overnight Advances
in an amount equal to the Overnight Lenders’ Fronting Exposure and (y) second, cash collateralize
the Letter of Credit Bank’s Fronting Exposure in accordance with the procedures set forth in
Section 15.30.3.



15.30.2 Defaulting Syndication Party Cure. If Borrower, the Administrative Agent, the
Overnight Lender and the Letter of Credit Bank agree in writing that a Syndication Party is no
longer a Defaulting Syndication Party, the Administrative Agent will so notify the parties hereto,
whereupon as of the effective date specified in such notice and subject to any conditions set forth
therein (which may include arrangements with respect to any cash collateral), that Syndication
Party will, to the extent applicable, purchase at par (and reimburse any Syndication Party for its
Funding Losses attributable to such purchase) that portion of outstanding Loans of the other
Syndication Parties or take such other actions as the Administrative Agent may determine to be
necessary to cause the Loans and funded and unfunded participations in Letters of Credit and
Overnight Advances to be held pro rata by the Syndication Parties in accordance with the 5-Year
Commitments under the applicable facility (without giving effect to Section 15.30.1(d)), whereupon
such Syndication Party will cease to be a Defaulting Syndication Party; provided that no
adjustments will be made retroactively with respect to fees accrued or payments made by or on
behalf of Borrower while that Syndication Party was a Defaulting Syndication Party; and
provided, further, that except to the extent otherwise expressly agreed by the
affected parties, no change hereunder from Defaulting Syndication Party to Syndication Party will
constitute a waiver or release of any claim of any party hereunder arising from that Syndication
Party’s having been a Defaulting Syndication Party.



15.30.3 Cash Collateral. (a) At any time that there shall exist a Defaulting Syndication
Party, within one Banking Day following the written request of the Administrative Agent or the
Letter of Credit Bank (with a copy to the Administrative Agent) Borrower shall cash collateralize
the Letter of Credit Bank’s Fronting Exposure with respect to such Defaulting Syndication Party
(determined after giving effect to Section 15.30.1(d) and any cash collateral provided by such
Defaulting Syndication Party) in an amount not less than the outstanding Fronting Exposure of the
Letter of Credit Bank.



(b) Grant of Security Interest. To the extent provided by any Defaulting Syndication
Party, such Defaulting Syndication Party hereby grants to the Administrative Agent, for the benefit
of the Letter of Credit Bank, and agrees to maintain, a first priority security interest in all
such cash collateral as security for the Defaulting Syndication Parties’ obligation to fund
participations in respect of Letters of Credit, to be applied pursuant to clause (c) below. If at
any time the Administrative Agent determines that cash collateral is subject to any right or claim
of any Person other than the Administrative Agent and the Letter of Credit Bank as herein provided,
or that the total amount of such cash collateral is less than the outstanding Fronting Exposure of
the Letter of Credit Bank, Borrower will, promptly upon demand by the Administrative Agent, pay or
provide to the Administrative Agent additional cash collateral in an amount sufficient to eliminate
such deficiency (after giving effect to any cash collateral provided by the Defaulting Syndication
Party).



(c) Application. Notwithstanding anything to the contrary contained in this
Agreement, cash collateral provided under this Section 15.30 in respect of Letters of Credit shall
be applied to the satisfaction of the Defaulting Syndication Party’s obligation to fund
participations in respect of Letters of Credit (including, as to cash collateral provided by a
Defaulting Syndication Party, any interest accrued on such obligation) for which the cash
collateral was so provided, prior to any other application of such property as may otherwise be
provided for herein.



(d) Termination of Requirement. Cash collateral (or the appropriate portion thereof)
provided to reduce the Letter of Credit Bank’s Fronting Exposure shall no longer be required to be
held as cash collateral pursuant to this Section 15.30.3(d) following (i) the elimination of the
applicable Fronting Exposure (including by the termination of Defaulting Syndication Party status
of the applicable Syndication Party), or (ii) the determination by the Administrative Agent and the
Letter of Credit Bank that there exists excess cash collateral; provided that, subject to
this Section 15.30, the Person providing cash collateral, the Letter of Credit Bank may agree that
cash collateral shall be held to support future anticipated Fronting Exposure or other obligations.



15.31 Withholding Taxes. Each Syndication Party represents that under the applicable law
in effect as of the date it becomes a Syndication Party, it is entitled to receive any payments to
be made to it hereunder without the withholding of any tax and will furnish to the Administrative
Agent and to Borrower such forms, certifications, statements and other documents as the
Administrative Agent or Borrower may request from time to time to evidence such Syndication Party’s
exemption from the withholding of any tax imposed by any jurisdiction or to enable the
Administrative Agent or Borrower, as the case may be, to comply with any applicable laws or
regulations relating thereto. Without limiting the effect of the foregoing, each Syndication Party
that was not created or organized under the laws of the United States of America or any state or
other political subdivision thereof (“Non-US Lender”), shall, on the Closing Date, or upon its
becoming a Syndication Party (for Persons that were not Syndication Parties on the Closing Date),
furnish to the Administrative Agent and Borrower two original copies of IRS Form W-8BEN, W-8ECI,
4224, or Form 1001, as appropriate (or any successor forms), or such other forms, certifications,
statements of exemption, or documents as may be required by the IRS or by the Administrative Agent
or Borrower, in their reasonable discretion, duly executed and completed by such Syndication Party,
to establish, and as evidence of, such Syndication Party’s exemption from the withholding of United
States tax with respect to any payments to such Syndication Party of interest or fees payable under
any of the Loan Documents. Further, each Non-US Lender hereby agrees, from time to time after the
initial delivery by such Syndication Party of such forms, whenever a lapse in time or change in
circumstances renders such forms, certificates or other evidence so delivered obsolete or
inaccurate in any material respect, that such Syndication Party shall promptly (a) deliver to the
Administrative Agent and to Borrower two original copies of renewals, amendments or additional or
successor forms, properly completed and duly executed by such Syndication Party, together with any
other certificate or statement of exemption required in order to confirm or establish that such
Syndication Party is not subject to United States withholding tax with respect to payments to such
Syndication Party under the Loan Documents or (b) notify the Administrative Agent and Borrower of
its inability to deliver any such forms, certificates or other evidence. Notwithstanding anything
herein to the contrary, Borrower shall not be obligated to make any payments hereunder to such
Syndication Party until such Syndication Party shall have furnished to the Administrative Agent and
Borrower each requested form, certification, statement or document.



If a payment made to a Syndication Party hereunder would be subject to U.S. federal withholding tax
imposed by FATCA if such Syndication Party were to fail to comply with the applicable reporting
requirements of FATCA, such Syndication Party shall deliver to Borrower and the Administrative
Agent, at the time or times prescribed by law and at such time or times reasonably requested by
Borrower and the Administrative Agent, such documentation prescribed by applicable law and such
additional documentation reasonably requested by Borrower and the Administrative Agent as may be
necessary for Borrower and the Administrative Agent to comply with its obligations under FATCA, to
determine that such Syndication Party has or has not complied with such Syndication Party’s
obligations under FATCA or to determine the amount to deduct and withhold from such payment.



15.32 Replacement of Holdout Lender or Defaulting Syndication Party. (a) If any action to
be taken by the Syndication Parties or the Administrative Agent hereunder requires the unanimous
consent, authorization, or agreement of all Syndication Parties and Voting Participants, and the
consent, authorization or agreement of the Required Lenders has been obtained but a Syndication
Party or Voting Participant (“Holdout Lender”) fails to give its consent, authorization, or
agreement, or if any Syndication Party shall become a Defaulting Syndication Party, then the
Administrative Agent, upon at least five (5) Banking Days prior notice to the Holdout Lender or
upon one (1) Banking Day’s prior notice to the Defaulting Syndication Party, may permanently
replace the Holdout Lender or Defaulting Syndication Party with one or more substitute Syndication
Parties (each, a “Replacement Lender”), and the Holdout Lender or Defaulting Syndication Party
shall have no right to refuse to be replaced hereunder. Such notice to replace the Holdout Lender
or Defaulting Syndication Party shall specify an effective date for such replacement, which date
shall not be later than fifteen (15) Banking Days after the date such notice is given. Prior to the
effective date of such replacement, the Holdout Lender or Defaulting Syndication Party and each
Replacement Lender shall execute and deliver a Syndication Acquisition Agreement, subject only to
the Holdout Lender or Defaulting Syndication Party being repaid its full share of the outstanding
Bank Debt without any premium, discount, or penalty of any kind whatsoever. If the Holdout Lender
or Defaulting Syndication Party shall refuse or fail to execute and deliver any such Syndication
Acquisition Agreement prior to the effective date of such replacement, the Holdout Lender or
Defaulting Syndication Party shall be deemed to have executed and delivered such Syndication
Acquisition Agreement. The replacement of any Holdout Lender or, to the extent possible, any
Defaulting Syndication Party, shall be made in accordance with the terms of Section 15.27 hereof.
Until such time as the Replacement Lenders shall have acquired all of the Syndication Interest of
the Holdout Lender or Defaulting Syndication Party hereunder and under the other Loan Documents,
the Holdout Lender or Defaulting Syndication Party shall remain obligated to provide the Holdout
Lender’s or Defaulting Syndication Party’s Funding Share of Advances. In the event that the Holdout
Lender or Defaulting Syndication Party is a Voting Participant, (a) the Syndication Party through
which such Voting Participant acquired its interest shall have the first option to repurchase such
participation interest and be the Replacement Lender; provided (b) if the Syndication Party through
which such Voting Participant acquired its interest does not, within five (5) Banking Days (or one
(1) Banking Day, as applicable) after the Administrative Agent has given notice to the Holdout
Lender (or Defaulting Syndication Party) as provided above, elect to become the Replacement Lender,
then such Syndication Party shall cancel or re-acquire such Voting Participant’s interest and shall
sell to the Replacement Lender(s) an interest in its Individual 5-Year Commitment equivalent to the
Voting Participant interest.



(b) Borrower may terminate the unused amount of the 5-Year Commitment of any Syndication Party
that is a Defaulting Syndication Party upon not less than one (1) Banking Day’s prior notice to the
Administrative Agent (which shall promptly notify the Lenders thereof), and in such event the
provisions of Section 15.30.1(b) will apply to all amounts thereafter paid by Borrower for the
account of such Defaulting Syndication Party under this Credit Agreement (whether on account of
principal, interest, fees, indemnity or other amounts); provided that (i) no Event of Default shall
have occurred and be continuing, and (ii) such termination shall not be deemed to be a waiver or
release of any claim Borrower, the Administrative Agent, the Letter of Credit Bank, the Overnight
Lender or any Syndication Party may have against such Defaulting Syndication Party.



15.33 Amendments Concerning Agency Function. None of the Administrative Agent, the Bid
Agent, the Letter of Credit Bank or the Overnight Lender shall be bound by any waiver, amendment,
supplement or modification of this Credit Agreement or any other Loan Document which affects its
rights, duties or obligations hereunder or thereunder unless it shall have given its prior written
consent thereto.



15.34 Agent Duties and Liabilities. None of the Joint Lead Arrangers, the Co-Bookrunners
or the Syndication Agent shall, in their capacity as such, have any powers, duties,
responsibilities or liabilities with respect to this Credit Agreement or the transactions
contemplated herein. Without limiting the foregoing, none of the Joint Lead Arrangers, the
Co-Bookrunners or the Syndication Agent shall be subject to any fiduciary or other implied duties,
or have any liability to any Person for acting as such. Nothing in this Section shall be construed
to relieve the Joint Lead Arrangers, the Co-Bookrunners or the Syndication Agent of their duties,
responsibilities and liabilities arising out of their capacity as Syndication Parties.



15.35 The Administrative Agent May File Proofs of Claim. In case of the pendency of any
proceeding under any Debtor Relief Law or any other judicial proceeding relative to Borrower, the
Administrative Agent (irrespective of whether the principal of any Loan or Letter of Credit shall
then be due and payable as herein expressed or by declaration or otherwise and irrespective of
whether the Administrative Agent shall have made any demand on Borrower) shall be entitled and
empowered (but not obligated) by intervention in such proceeding or otherwise:



(a) to file and prove a claim for the whole amount of the principal and interest owing and
unpaid in respect of the Loans, Letter of Credit and all other Bank Debt that are owing and unpaid
and to file such other documents as may be necessary or advisable in order to have the claims of
the Letter of Credit Bank, the Syndication Parties and the Administrative Agent (including any
claim for the reasonable compensation, expenses, disbursements and advances of the Syndication
Parties, the Letter of Credit Bank and the Administrative Agent and their respective agents and
counsel and all other amounts due the Syndication Parties, the Letter of Credit Bank and the
Administrative Agent under Articles 3 and 13 and Section 16.1) allowed in such judicial proceeding;
and



(b) to collect and receive any monies or other property payable or deliverable on any such
claims and to distribute the same;



and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Syndication Party and the Letter of
Credit Bank to make such payments to the Administrative Agent and, in the event that the
Administrative Agent shall consent to the making of such payments directly to the Syndication
Parties and the Letter of Credit Bank, to pay to the Administrative Agent any amount due for the
reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its
agents and counsel, and any other amounts due the Administrative Agent under Article 13 and Section
16.1.



15.36 Setoff. If an Event of Default shall have occurred and be continuing, each
Syndication Party and the Letter of Credit Bank, and each of their respective Affiliates is hereby
authorized at any time and from time to time, to the fullest extent permitted by applicable law, to
set off and apply any and all deposits (general or special, time or demand, provisional or final,
in whatever currency) at any time held, and other obligations (in whatever currency) at any time
owing, by such Syndication Party, the Letter of Credit Bank, or any such Affiliate, to or for the
credit or the account of Borrower against any and all of the obligations of Borrower now or
hereafter existing under this Credit Agreement or any other Loan Document to such Syndication
Party, the Letter of Credit Bank or their respective Affiliates, irrespective of whether or not
such Syndication Party, the Letter of Credit Bank or Affiliate shall have made any demand under
this Credit Agreement or any other Loan Document and although such obligations of Borrower may be
contingent or unmatured or are owed to a branch, office or Affiliate of such Syndication Party or
the Letter of Credit Bank different from the branch, office or Affiliate holding such deposit or
obligated on such indebtedness; provided that in the event that any Defaulting Syndication
Party shall exercise any such right of setoff, (x) all amounts so set off shall be paid over
immediately to the Administrative Agent for further application in accordance with the provisions
of Section 15.30 and, pending such payment, shall be segregated by such Defaulting Syndication
Party from its other funds and deemed held in trust for the benefit of the Administrative Agent,
the Letter of Credit Bank, and the Syndication Party, and (y) the Defaulting Syndication Party
shall provide promptly to the Administrative Agent a statement describing in reasonable detail the
Bank Debt owing to such Defaulting Syndication Party as to which it exercised such right of setoff.
The rights of each Syndication Party, the Letter of Credit Bank and their respective Affiliates
under this Section are in addition to other rights and remedies (including other rights of setoff)
that such Syndication Party, the Letter of Credit Bank or their respective Affiliates may have.
Each Syndication Party and the Letter of Credit Bank agrees to notify Borrower and the
Administrative Agent promptly after any such setoff and application; provided that the
failure to give such notice shall not affect the validity of such setoff and application.



15.37 Further Assurances. The Administrative Agent and each Syndication Party agree to
take whatever steps and execute such documents as may be reasonable and necessary to implement this
Article 15 and to carry out fully the intent thereof.




	 	 	ARTICLE 16. MISCELLANEOUS





16.1 Costs and Expenses. To the extent permitted by law, Borrower agrees to pay to the
Administrative Agent, the Syndication Parties and the Letter of Credit Bank, on demand, all
out-of-pocket costs and expenses (a) incurred by the Administrative Agent (including, without
limitation, the reasonable fees and expenses of counsel retained by the Administrative Agent, and
including fees and expenses incurred for consulting, appraisal, engineering, inspection, and
environmental assessment services) in connection with the preparation, negotiation, and execution
of the Loan Documents and the transactions contemplated thereby, and processing the 5-Year
Borrowing Notices; and (b) incurred by the Administrative Agent, any Syndication Party or the
Letter of Credit Bank (including, without limitation, the reasonable fees and expenses of counsel
retained by the Administrative Agent, the Syndication Parties and the Letter of Credit Bank) in
connection with the enforcement or protection of the Syndication Parties’ rights under the Loan
Documents upon the occurrence of an Event of Default or upon the commencement of an action by
Borrower against the Administrative Agent, any Syndication Party or the Letter of Credit, including
without limitation collection of the Loan (regardless of whether such enforcement or collection is
by court action or otherwise). Borrower shall not be obligated to pay the costs or expenses of any
Person whose only interest in the Loan is as a holder of a participation interest. In addition, to
the extent permitted by law, Borrower agrees to pay to the Bid Agent, on demand, all out-of-pocket
costs and expenses incurred by the Bid Agent in connection with the processing of Bid Rate Loans,
including the Bid Requests, Bids, Bid Results Notices, and Bid Selection Notices and the procedures
related thereto.



16.2 Service of Process and Consent to Jurisdiction. Borrower and each Syndication Party
hereby agrees that any litigation with respect to this Credit Agreement or to enforce any judgment
obtained against such Person for breach of this Credit Agreement or under the Notes or other Loan
Documents may be brought in any New York State court or (if applicable subject matter
jurisdictional requirements are present) Federal court of the United States of America, in each
case sitting in New York County, New York, and any appellate court from any thereof, as the
Administrative Agent may elect; and, by execution and delivery of this Credit Agreement, Borrower
and each Syndication Party irrevocably submits to such jurisdiction. With respect to litigation
concerning this Credit Agreement or under the Notes or other Loan Documents, Borrower and each
Syndication Party hereby irrevocably appoints, until six (6) months after the expiration of the
5-Year Maturity Date (as it may be extended at anytime), CT Corporation, or such other Person as it
may designate to the Administrative Agent, in each case with offices in New York, New York and
otherwise reasonably acceptable to the Administrative Agent to serve as the agent of Borrower or
such Syndication Party to receive for and on its behalf at such agent’s New York, New York office,
service of process, which service may be made by mailing a copy of any summons or other legal
process to such Person in care of such agent. Borrower and each Syndication Party agrees that it
shall maintain a duly appointed agent in New York, New York for service of summons and other legal
process as long as it remains obligated under this Credit Agreement and shall keep the
Administrative Agent advised in writing of the identity and location of such agent. The receipt by
such agent and/or by Borrower or such Syndication Party, as applicable, of such summons or other
legal process in any such litigation shall be deemed personal service and acceptance by Borrower or
such Syndication Party, as applicable, for all purposes of such litigation. Borrower and each
Syndication Party hereby irrevocably and unconditionally waives, to the fullest extent it may
legally and effectively do so, any objection which it may now or hereafter have to the laying of
venue of any suit, action or proceeding arising out of or relating to this Credit Agreement or the
other Loan Documents in any New York State or Federal court. Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to
the maintenance of such action or proceeding in any such court.



16.3 Jury Waiver. IT IS MUTUALLY AGREED BY AND BETWEEN THE ADMINISTRATIVE AGENT, THE BID
AGENT, EACH SYNDICATION PARTY, AND BORROWER THAT THEY EACH WAIVE TRIAL BY JURY IN ANY ACTION,
PROCEEDING, OR COUNTERCLAIM BROUGHT BY ANY OF THEM AGAINST ANY OTHER PARTY ON ANY MATTER WHATSOEVER
ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS CREDIT AGREEMENT, THE NOTES, OR THE OTHER LOAN
DOCUMENTS.



16.4 Notices. All notices, requests and demands required or permitted under the terms of
this Credit Agreement shall be in writing and (a) shall be addressed as set forth below or at such
other address as either party shall designate in writing, (b) shall be deemed to have been given or
made: (i) if delivered personally, immediately upon delivery, (ii) if by telex, telegram or
facsimile transmission, immediately upon sending and upon confirmation of receipt, (iii) if by
electronic mail transmission, unless the Administrative Agent otherwise prescribes, and as further
set forth in Section 16.16, immediately upon the sender’s receipt of an acknowledgement from the
intended recipient (such as by the “return receipt requested” function, as available, return
electronic mail (other than an automatically generated reply), or other written acknowledgement),
provided that if such notice or other communication is not sent during normal business hours of the
recipient, such notice or communication shall be deemed to have been sent at the opening of the
next Banking Day for the recipient, (iv) if by nationally recognized overnight courier service with
instructions to deliver the next Banking Day, one (1) Banking Day after sending, and (v) if by
United States Mail, certified mail, return receipt requested, five (5) days after mailing.



	 	 	 	 	 	 	 
	 	16.4.1	 	 	Borrower:

	 	

	 	 	 	 	 

	 	 	 	 	CHS Inc.

5500 Cenex Drive

	 	



	 	 	 	 	Inver Grove Heights, Minnesota 55077

	 	 	 	 	FAX: (651) 355-4554

	 	

	 	 	 	 	Attention: Executive Vice President and Chief Financial Officer

	 	 	 	 	e-mail address: david.kastelic@chsinc.com

	 	 	 	 	 

	 	 	 	 	with a copy to:

	 	

	 	 	 	 	CHS Inc.

5500 Cenex Drive

	 	



	 	 	 	 	Inver Grove Heights, Minnesota 55077

	 	 	 	 	FAX: (651) 355-4554

	 	

	 	 	 	 	Attention: Sr. Vice President and General Counsel

	 	 	 	 	e-mail address: Lisa.Zell@chsinc.com

	 	16.4.2	 	 	Administrative Agent:

	 	

	 	 	 	 	 

	 	 	 	 	CoBank, ACB

5500 South Quebec Street

Greenwood Village, Colorado 80111

FAX: (303) 694-5830

Attention: Administrative Agent

	 	









	 	 	 	 	e-mail address: MB—CapitalMarkets@cobank.com

	 	 	 	 	 

	 	 	 	 	16.4.3

	 	Bid Agent:
	 	 	 	 	
 
	 	 






	 	 	 	 	 
	 	 	 	 	CoBank, ACB

5500 South Quebec Street

Greenwood Village, Colorado 80111

FAX: (303) 740-4100

Attention: Bid Agent

e-mail address: agencybank@cobank.com

	 	 	 	 	 

	 	16.4.4	 	 	Syndication Parties:

	 	 	 	 	 








See signature pages hereto and to each Syndication Acquisition Agreement.



16.5 Liability of Administrative Agent and Bid Agent. Neither the Administrative Agent nor
the Bid Agent shall have any liabilities or responsibilities to Borrower or any Subsidiary on
account of the failure of any Syndication Party to perform its obligations hereunder or to any
Syndication Party on account of the failure of Borrower or any Subsidiary to perform their
respective obligations hereunder or under any other Loan Document.



16.6 Successors and Assigns. This Credit Agreement shall be binding upon and inure to the
benefit of Borrower, the Administrative Agent, the Bid Agent, and the Syndication Parties, and
their respective successors and assigns, except that Borrower may not assign or transfer its rights
or obligations hereunder without the prior written consent of all of the Syndication Parties and
the Voting Participants.



16.7 Severability. In the event any one or more of the provisions contained in this Credit
Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions contained herein and
therein shall not in any way be affected or impaired thereby (it being understood that the
invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect
the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith
negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the
economic effect of which comes as close as possible to that of the invalid, illegal or
unenforceable provisions.



16.8 Entire Agreement. This Credit Agreement (together with all exhibits hereto, which are
incorporated herein by this reference) and the other Loan Documents represent the entire
understanding of the Administrative Agent, the Bid Agent, each Syndication Party, and Borrower with
respect to the subject matter hereof and shall replace and supersede any previous agreements of the
parties with respect to the subject matter hereof.



16.9 Applicable Law. TO THE EXTENT NOT GOVERNED BY FEDERAL LAW, THIS CREDIT AGREEMENT AND
THE OTHER LOAN DOCUMENTS (OTHER THAN LETTERS OF CREDIT AND AS EXPRESSLY SET FORTH IN OTHER LOAN
DOCUMENTS) SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
EACH LETTER OF CREDIT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OR
RULES DESIGNATED IN SUCH LETTER OF CREDIT, OR IF NO SUCH LAWS OR RULES ARE DESIGNATED, THE UNIFORM
CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS MOST RECENTLY PUBLISHED AND IN EFFECT, ON THE DATE
SUCH LETTER OF CREDIT WAS ISSUED, BY THE INTERNATIONAL CHAMBER OF COMMERCE (THE “UNIFORM CUSTOMS”)
AND, AS TO MATTERS NOT GOVERNED BY THE UNIFORM CUSTOMS, THE LAWS OF THE STATE OF NEW YORK.



16.10 Captions. The captions or headings in this Credit Agreement and any table of
contents hereof are for convenience only and in no way define, limit or describe the scope or
intent of any provision of this Credit Agreement.



16.11 Complete Agreement; Amendments. THIS CREDIT AGREEMENT AND THE NOTES ARE INTENDED BY
THE PARTIES HERETO TO BE A COMPLETE AND FINAL EXPRESSION OF THEIR AGREEMENT AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF ANY PRIOR OR CONTEMPORANEOUS ORAL AGREEMENT. THE ADMINISTRATIVE AGENT,
THE BID AGENT, EACH SYNDICATION PARTY, AND BORROWER ACKNOWLEDGE AND AGREE THAT NO UNWRITTEN ORAL
AGREEMENT EXISTS BETWEEN THEM WITH RESPECT TO THE SUBJECT MATTER OF THIS CREDIT AGREEMENT. This
Credit Agreement may not be modified or amended unless such modification or amendment is in writing
and is signed by Borrower, the Administrative Agent, the Bid Agent, and the requisite Syndication
Parties necessary to approve such modification or amendment pursuant to Section 15.10 hereof) (and
each such modification or amendment shall thereupon be binding on Borrower, the Administrative
Agent, the Bid Agent, all Syndication Parties and all other parties to this Credit Agreement).
Borrower agrees that it shall reimburse the Administrative Agent for all fees and expenses incurred
by the Administrative Agent in retaining outside legal counsel in connection with any amendment or
modification to this Credit Agreement requested by Borrower.



16.12 Additional Costs of Maintaining Loan. Borrower shall pay to the Administrative Agent
from time to time such amounts as the Administrative Agent may determine to be necessary to
compensate any Syndication Party for any increase in costs to such Syndication Party which the
Administrative Agent determines, based on information presented to it by such Syndication Party,
are attributable to such Syndication Party’s making or maintaining an Advance hereunder or its
obligation to make such Advance, or any reduction in any amount receivable by such Syndication
Party under this Credit Agreement in respect to such Advance or such obligation (such increases in
costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from
any Change in Law which: (a) changes the basis of taxation of any amounts payable to such
Syndication Party under this Credit Agreement in respect of such Advance (other than taxes imposed
on the overall net income of such Syndication Party); or (b) imposes or modifies any reserve,
special deposit, or similar requirements relating to any extensions of credit or other assets of,
or any deposits with or other liabilities of, such Syndication Party; or (c) imposes any other
condition affecting this Credit Agreement or the Notes or amounts payable to such Syndication Party
(or any of such extensions of credit or liabilities). The Administrative Agent will notify Borrower
of any event occurring after the date of this Credit Agreement which will entitle such Syndication
Party to compensation pursuant to this Section as promptly as practicable after it obtains
knowledge thereof and determines to request such compensation. The Administrative Agent shall
include with such notice, a certificate from such Syndication Party setting forth in reasonable
detail the calculation of the amount of such compensation. Determinations by the Administrative
Agent for purposes of this Section of the effect of any Change in Law on the costs of such
Syndication Party of making or maintaining an Advance or on amounts receivable by such Syndication
Party in respect of Advances, and of the additional amounts required to compensate such Syndication
Party in respect of any Additional Costs, shall be conclusive absent manifest error, provided that
such determinations are made on a reasonable basis.



16.13 Capital Requirements. In the event that any Change in Law has the effect of
requiring an increase in the amount of capital required or expected to be maintained by such
Syndication Party or any corporation controlling such Syndication Party, and such Syndication Party
certifies that such increase is based in any part upon such Syndication Party’s obligations
hereunder with respect to the 5-Year Facility, and other similar obligations, Borrower shall pay to
such Syndication Party such additional amount as shall be certified by such Syndication Party to
the Administrative Agent and to Borrower to be the net present value (discounted at the rate
described in clause (a) of the definition of “Base Rate”) of (a) the amount by which such increase
in capital reduces the rate of return on capital which such Syndication Party could have achieved
over the period remaining until the 5-Year Maturity Date, but for such introduction or change, (b)
multiplied by such Syndication Party’s Applicable Percentage. The Administrative Agent will notify
Borrower of any event occurring after the date of this Credit Agreement that will entitle any such
Syndication Party to compensation pursuant to this Section as promptly as practicable after it
obtains knowledge thereof and of such Syndication Party’s determination to request such
compensation. The Administrative Agent shall include with such notice, a certificate from such
Syndication Party setting forth in reasonable detail the calculation of the amount of such
compensation. Determinations by any Syndication Party for purposes of this Section of the effect of
any increase in the amount of capital required to be maintained by any such Syndication Party and
of the amount of compensation owed to any such Syndication Party under this Section shall be
conclusive absent manifest error, provided that such determinations are made on a reasonable basis.



16.14 Replacement Notes. Upon receipt by Borrower of evidence satisfactory to it of: (a)
the loss, theft, destruction or mutilation of any Note, and (in case of loss, theft or destruction)
of the agreement of the Syndication Party to which the Note was payable to indemnify Borrower, and
upon surrender and cancellation of such Note, if mutilated; or (b) the assignment by any
Syndication Party of its interest hereunder and the Notes, if any, relating thereto, or any portion
thereof, pursuant to this Credit Agreement, then Borrower will pay any unpaid principal and
interest (and Funding Losses, if applicable) then or previously due and payable on such Notes and,
if the Syndication Party requests a Note as provided in Section 2.4 hereof, will (upon delivery of
such Notes for cancellation, unless covered by subparagraph (a) of this Section) deliver in lieu of
each such Note a new Note or, in the case of an assignment of a portion of any such Syndication
Party’s Syndication Interest, new Notes, for any remaining balance. Each new or replacement Note
shall be dated as of the Closing Date.



16.15 Patronage Payments. Borrower acknowledges and agrees that: (a) only that portion of
the Loans represented by CoBank’s Individual Outstanding 5-Year Obligations which is retained by
CoBank for its own account at any time is entitled to patronage distributions in accordance with
CoBank’s bylaws and its practices and procedures related to patronage distribution; (b) any
patronage, or similar, payments to which Borrower is entitled on account of its ownership of Bank
Equity Interests or otherwise will not be based on any portion of CoBank’s interest in the Loans in
which CoBank has at any time granted a participation interest or other assignment of rights or
obligations under the Loan Documents; and (c) that portion of the Loans represented by the
Individual Outstanding 5-Year Obligations which is retained by any other Farm Credit System
Institution (other than CoBank) for its own account at any time is entitled to patronage
distributions in accordance with such Farm Credit System Institution’s bylaws and its practices and
procedures related to patronage distribution only if Borrower has a written agreement to that
effect from such Farm Credit System Institution.



16.16 Direct Website Communications; Electronic Mail Communications.



16.16.1 Delivery.



(a) Borrower hereby agrees that it will provide to the Administrative Agent all information,
documents and other materials that it is obligated to furnish to the Administrative Agent pursuant
to this Credit Agreement and any other Loan Document, including, without limitation, all notices,
requests, financial statements, financial and other reports, certificates and other information
materials, but, subject to the provisions of Subsection 16.16.3 hereof, excluding any such
communication that (i) relates to a request for a new, or a conversion of an existing, borrowing or
other extension of credit (including any election of an interest rate or interest period relating
thereto), (ii) relates to the payment of any principal or other amount due under this Credit
Agreement prior to the scheduled date therefor, (iii) provides notice of any Potential Default or
Event of Default under this Credit Agreement, or (iv) is required to be delivered to satisfy any
condition precedent to the effectiveness of this Credit Agreement and/or any borrowing, issuance or
reissuance of a Letter of Credit, or other extension of credit hereunder (all such non-excluded
communications collectively, the “Communications”), by transmitting the Communications in an
electronic/soft medium and in a format acceptable to the Administrative Agent as follows (A) all
financial statements to CIServices@cobank.com and (B) all other Communications to
MB—CapitalMarkets@cobank.com. In addition, Borrower agrees to continue to provide the
Communications to the Administrative Agent in the manner specified in this Credit Agreement but
only to the extent requested by the Administrative Agent. Receipt of the Communications by the
Administrative Agent at the appropriate e-mail address as set forth above shall constitute
effective delivery of the Communications to the Administrative Agent for purposes of this Credit
Agreement and any other Loan Documents. Nothing in this Section 16.16 shall prejudice the right of
the Administrative Agent or any Syndication Party to give any notice or other communication
pursuant to this Credit Agreement or any other Loan Document in any other manner specified in this
Credit Agreement or any other Loan Document.



(b) Each Syndication Party agrees that receipt of e-mail notification that such Communications
have been posted pursuant to Subsection 16.16.2 below at the e-mail address(es) set forth beneath
such Syndication Party’s name on its signature page hereto or pursuant to the notice provisions of
any Syndication Acquisition Agreement shall constitute effective delivery of the Communications to
such Syndication Party for purposes of this Credit Agreement and any other Loan Document. Each
Syndication Party further agrees to notify the Administrative Agent in writing (including by
electronic communication) promptly of any change in its e-mail address or any extended disruption
in its internet delivery services.



16.16.2 Posting. (a) Borrower further agrees that the Administrative Agent may make the
Communications available to the Syndication Parties by posting the Communications on “Synd-Trak”
(“Platform”). The Platform is secured with a dual firewall and a User ID/Password Authorization
System and through a single user per deal authorization method whereby each user may access the
Platform only on a deal-by-deal basis. Borrower acknowledges that the distribution of
Communications through an electronic medium is not necessarily secure and that there are
confidentiality and other risks associated with such distribution.



16.16.3 Additional Communications. The Administrative Agent reserves the right and
Borrower and each Syndication Party consents and agrees thereto, to, upon written notice to
Borrower and all Syndication Parties, implement and require use of a secure system whereby any
notices or other communications required or permitted by this Credit Agreement, but which are not
specifically covered by Subsection 16.16.1 hereof, and including, without limitation, 5-Year
Borrowing Notices, Funding Notices, Bid Requests, Bids, Bid Results Notices, Bid Selection Notices,
notices of Overnight Rates, Overnight Advance Requests, and any communication described in clauses
(i) through (iv) of Subsection 16.16.1(a) hereof, shall be sent and received via electronic mail to
the e-mail addresses described in Subsection 16.16.1(b) hereof.



16.16.4 Disclaimer. The Communications transmitted pursuant to this Section 16.16 and the
Platform are provided “as is” and “as available.” CoBank does not warrant the accuracy, adequacy or
completeness of the Communications or the Platform and CoBank expressly disclaims liability for
errors or omissions in the Communications or the Platform. No warranty of any kind, express,
implied or statutory, including without limitation, any warranty of merchantability, fitness for a
particular purpose, non-infringement of third party rights or freedom from viruses or other code
defects, is made by CoBank in connection with the Communications or the Platform. In no event shall
CoBank or any of its Related Parties (collectively, the “Agent Parties”) have any liability
to Borrower, any Syndication Party or any other Person or entity for damages of any kind,
including, without limitation, direct or indirect, special, incidental or consequential damages,
losses or expenses (whether in tort, contract or otherwise) arising out of Borrower’s or the
Administrative Agent’s transmission of communications or notices through the Platform.



16.16.5 Termination. The provisions of this Section 16.16 shall automatically terminate on
the date that CoBank ceases to be the Administrative Agent under this Credit Agreement.



16.17 Accounting Terms. All accounting terms used herein which are not expressly defined
in this Credit Agreement have the meanings respectively given to them in accordance with GAAP.
Except as otherwise specifically provided herein, (a) all computations made pursuant to this Credit
Agreement shall be made in accordance with GAAP (except as provided otherwise in the definition of
Capital Leases), and (b) all financial statements shall be prepared in accordance with GAAP. For
purposes of determining compliance with the financial covenants contained in this Credit Agreement,
any election by Borrower to measure an item of Debt using fair value (as permitted by FASB ASC
825-10-25 — Fair Value Option (formerly known as FASB 159) or any similar accounting standard)
shall be disregarded and such determination shall be made as if such election had not been made.



Notwithstanding the foregoing, if Borrower notifies the Administrative Agent that, in
Borrower’s reasonable opinion, or if the Administrative Agent notifies Borrower that, in the
Administrative Agent’s reasonable opinion (or at the reasonable request of the Required Lenders),
as a result of a change in GAAP after the date hereof, any covenant contained in Sections 11.14,
12.1, 12.3 and 12.4, 12.6 or 12.8, or any of the defined terms used therein no longer apply as
intended such that such covenants are materially more or less restrictive to Borrower than as at
the date of this Credit Agreement, Borrower shall negotiate in good faith with the Administrative
Agent and the Syndication Parties to make any necessary adjustments to such covenant or defined
term to provide the Syndication Parties with substantially the same protection as such covenant
provided prior to the relevant change in GAAP. Until Borrower and the Administrative Agent (with
the approval of the Required Lenders) so agree to reset, amend or establish alternative covenants
or defined terms, (a) the covenants contained in Sections 11.14, 12.1, 12.3 and 12.4, 12.6 or 12.8,
together with the relevant defined terms, shall continue to apply and compliance therewith shall be
determined on the basis of GAAP in effect at the date of this Credit Agreement and (b) each set of
financial statements delivered to the Administrative Agent pursuant to Section 11.2 after such time
shall include detailed reconciliations reasonably satisfactory to the Required Lenders and the
Administrative Agent as to the effect of such change in GAAP.




	 	16.18	 	[Intentionally Omitted.]





16.19 Mutual Release. Upon full indefeasible payment and satisfaction of the Bank Debt and
the other obligations contained in this Credit Agreement, the parties, including Borrower, the
Administrative Agent, the Bid Agent, and each Syndication Party shall, except as provided in
Article 13 hereof and except with respect to Borrower’s reimbursement obligation to the issuer of
each Letter of Credit with an expiry date beyond the 5-Year Maturity Date, thereupon automatically
each be fully, finally, and forever released and discharged from any further claim, liability, or
obligation in connection with the Bank Debt.



16.20 Liberal Construction. This Credit Agreement constitutes a fully negotiated agreement
between commercially sophisticated parties, each assisted by legal counsel, and shall not be
construed and interpreted for or against any party hereto.



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



16.22 Confidentiality. Each Syndication Party shall maintain the confidential nature of,
and shall not use or disclose, any of Borrower’s financial information, confidential information or
trade secrets without first obtaining Borrower’s written consent. Nothing in this Section shall
require any Syndication Party to obtain such consent after there is an Event of Default. The
obligations of the Syndication Parties shall in no event apply to: (a) providing information about
Borrower to any financial institution contemplated or described in Sections 15.7, 15.15, and 15.27
hereof or to such Syndication Party’s parent holding company or any of such Syndication Party’s
Affiliates, or to any actual or prospective counterparty to any securitization, swap or derivative
transaction relating to Borrower with respect to any Loan; (b) any situation in which any
Syndication Party is required by law or required by any Governmental Authority to disclose
information; (c) providing information to counsel to any Syndication Party in connection with the
transactions contemplated by the Loan Documents; (d) providing information to independent auditors
retained by such Syndication Party; (e) any information that is in or becomes part of the public
domain otherwise than through a wrongful act of such Syndication Party or any of its employees or
agents thereof; (f) any information that is in the possession of any Syndication Party prior to
receipt thereof from Borrower or any other Person known to such Syndication Party to be acting on
behalf of Borrower; (g) any information that is independently developed by any Syndication Party;
and (h) any information that is disclosed to any Syndication Party by a third party that has no
obligation of confidentiality with respect to the information disclosed. A Syndication Party’s
confidentiality requirements continue after it is no longer a Syndication Party under this Credit
Agreement. Notwithstanding any provision to the contrary in this Credit Agreement, the
Administrative Agent and each Syndication Party (and each employee, representative, or other agent
thereof) may disclose to any and all Persons, without limitations of any kind, the tax treatment
and tax structure of the transaction described in this Credit Agreement and all materials of any
kind (including opinions or other tax analyses), if any, that are provided to the Administrative
Agent or such Syndication Party relating to such tax treatment and tax structure. Nothing in the
preceding sentence shall be taken as an indication that such transaction would, but for such
sentence, be deemed to be a “reportable transaction” as defined in Treasury Regulation Section
1.6011-4.



16.23 USA Patriot Act Notice. Each Syndication Party that is subject to the USA Patriot
Act and the Administrative Agent (for itself and not on behalf of any Syndication Party) hereby
notifies Borrower that pursuant to the requirements of the USA Patriot Act, it is required to
obtain, verify and record information that identifies Borrower, which information includes the name
and address of Borrower and other information that will allow such Syndication Party or the
Administrative Agent, as applicable, to identify Borrower in accordance with the USA Patriot Act.



16.24 Waiver of Borrower’s Rights Under Farm Credit Act. Borrower, having been represented
by legal counsel in connection with this Credit Agreement and, in particular, in connection with
the waiver contained in this Section 16.24, does hereby voluntarily and knowingly waive,
relinquish, and agree not to assert at any time, any and all rights that Borrower may have or be
afforded under the sections of the Agricultural Credit Act of 1987 designated as 12 U.S.C. Sections
2199 through 2202e and the implementing Farm Credit Administration regulations as set forth in 12
C.F.R Sections 617.7000 through 617.7630, including those provisions which afford Borrower certain
rights, and/or impose on any lender to Borrower certain duties, with respect to the collection of
any amounts owing hereunder or the foreclosure of any liens securing any such amounts, or which
require the Administrative Agent or any present or future Syndication Party to disclose to Borrower
the nature of any such rights or duties. This waiver is given by Borrower pursuant to the
provisions of 12 C.F.R. Section 617.7010(c) to induce the Syndication Parties to fund and extend to
Borrower the credit facilities described herein and to induce those Syndication Parties which are
Farm Credit System Institutions to agree to provide such credit facilities commensurate with their
Individual 5-Year Commitments as they may exist from time to time.



16.25 Terms Generally. Defined terms shall apply equally to both the singular and plural
forms of the terms defined. Whenever the context may require, any pronoun shall include the
corresponding masculine, feminine and neuter forms. The words “include”, “includes” and
“including” shall be deemed to be followed by the phrase “without limitation”. The word “will”
shall be construed to have the same meaning and effect as the word “shall”; and the words “asset”
and “property” shall be construed as having the same meaning and effect and to refer to any and all
tangible and intangible assets and properties, including cash, securities, accounts and contract
rights. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed
references to Articles and Sections of, and Exhibits and Schedules to, this Credit Agreement unless
the context shall otherwise require. Except as otherwise expressly provided herein, (a) any
reference in this Credit Agreement to any Loan Document shall mean such document as amended,
restated, supplemented or otherwise modified from time to time, in each case, in accordance with
the express terms of this Credit Agreement, and (b) all terms of an accounting or financial nature
shall be construed in accordance with GAAP, as in effect from time to time.



[Signature pages commence on the next page]




IN WITNESS WHEREOF, the parties have executed this 2011 Credit Agreement (5-Year
Revolving Loan) as of the date first above written.




BORROWER:




CHS INC., a cooperative corporation formed under the
laws of the State of Minnesota




By:       /s/ David A. Kastelic—

Name: David A. Kastelic

Title: Executive Vice President and Chief Financial

Officer





ADMINISTRATIVE AGENT, BID AGENT AND LETTER OF CREDIT
BANK:




COBANK, ACB




By:       /s/ Michael Tousignant—

Name: Michael Tousignant

Title: Vice President




1




SYNDICATION PARTY:




COBANK, ACB




By:       /s/ Michael Tousignant—

Name: Michael Tousignant

Title: Vice President




	 	 	 
	Contact Name: Michael Tousignant
	Title: Vice President
	Address:
	 	5500 South Quebec Street

Greenwood Village, CO 80111








Phone No.: 303/694-5838


Fax No.: 303/694-5830


E-mail: mtousignant@cobank.com


Payment Instructions:




CoBank, ACB




ABA No.: 307088754




Acct. Name: CoBank, ACB




Account No.: 22274433




Attn:




Reference: CHS



2




WELLS FARGO BANK, N.A.




By:       /s/ Peter Kiedrowski—

Name: Peter Kiedrowski

Title: Director





Contact Name: Allison S. Gelfman


Title: Managing Director


Address: 90 S. 7th Street




MAC-N9305-077




Minneapolis, MN 55402




Phone No.: 612-316-1402


Fax No.: 612-667-2276


E-mail: Allison.s.gelfman@wellsfargo.com


Payment Instructions:


Wells Fargo Bank, National Association






ABA No.: 121-000-248


Acct. No.” 00029690050720


Reference: CHS — 3620392947



3




SYNDICATION PARTY:




The Bank of Tokyo-Mitsubishi UFJ, Ltd.


By:       /s/ Victor Pierzchalski—




	 	 	Name: Victor Pierzchalski

Title: Authorized Signatory





	 
	Contact Name: US Corporate Banking

Scott Ackerman

Title: Vice President

Address: 1251 Avenue of the Americas

New York, NY 10020-1104

Phone No.: 952-473-7894

Fax No.:212-782-6440 with a copy

To 312-696-453 and 957-473-5152

E-mail: sackerman@us.mufg.jp

Payment Instructions:

	Bank: The Bank of Tokyo-Mitsubishi

UFJ, Ltd., New York Branch

ABA No.: 0260-0963-2

Acct. Name: The Bank of Tokyo-

Mitsubishi UFJ, Ltd., New

York Branch

Account No.: 97770191

Reference: CHS Inc








SYNDICATION PARTY:




SunTrust Bank




By:       /s/ Tesha Winslow—

Name: Tesha Winslow

Title:




	 	 	 
	Contact Name: Tesha Winslow

	Title:

	 	

	Address:

	 	303 Peachtree Street NE

Atlanta, GA 30308







Phone No.: 404/813-9581


Fax No.: 404/588-7189


E-mail: tesha.winslow@suntrust.com


Payment Instructions:




SunTrust Bank




ABA No.: 061000104




Acct. Name: Wire Clearing




Account No.: 9088000112




Reference: CHS Inc.



4




SYNDICATION PARTY:




Sovereign Bank




By:       /s/ Pedro M. Bell Astorza—

Name: Pedro M. Bell Astorza

Title: SVP – LARGE CORPORATE BANKING





Contact Name: Pedro M.Bell Astorza

Title: Senior Vice President




Address: 551 FIFTH AVENUE – 25 TH FLOOR NEW YORK, NY
10176 Boston, MA 02109


Phone No.: 212/209-9111


Fax No.: 212/682-7450


E-mail: pastorza@sovereignbank.com


Payment Instructions:




Sovereign Bank




ABA No.: 011075150




Acct. Name: Participation GL




Account No.: 8507-191500




Reference: CHS INC




SYNDICATION PARTY:




RB International Finance (USA) LLC




By:       /s/ John A. Valiska—

Name: John A. Valiska

Title: First Vice President





By:       /s/ Astrid Wilke—

Name: Astrid Wilke

Title: Vice President




	 	 	 
	Contact Name: Charles Hiatt
	Title: Vice President
	Address:
	 	7 Kenosia Avenue

Danbury, CT 06810








Phone No.: 630-655-3209


Fax No.: 203-744-6474


E-mail: chiatt@usafinance.rbinternational.com


Payment Instructions:




Citibank, N.A.




ABA No.: 021000089




Acct. Name: RB International Finance




(USA) LLC




Account No.: 3617-7625




Reference: CHS Inc.




SYNDICATION PARTY:




Bank of Montreal




By:       /s/ Philip Langheim—

Name: Philip Langheim

Title: Managing Director




	 	 	 
	Contact Name: Philip Langheim
	Title: Managing Director
	Address:
	 	115 S. LaSalle Street 35 West

Chicago, IL 60603








Phone No.: 312/461-7746


Fax No.: 312/293-4327


E-mail: philip.langheim@bmo.com


Payment Instructions:




BMO Harris Bank N.A.




ABA No.: 071 000 288




Acct. Name: Bank of Montreal




Account No.: 183-320-1




Reference: CHS, Inc.




Attn: Arlett Hall



5




SYNDICATION PARTY:




Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.,
“Rabobank Nederland”,


New York Branch




By:       /s/ Brad Peterson—

Name: Brad Peterson

Title: Executive Director





By:       /s/ Andrew Sherman—

Name: Andrew Sherman

Title: Managing Director




	 	 	 
	Contact Name: Brad Peterson

	Title: Executive Director

	Address:

	 	245 Park Avenue
	Phone No.: 312/408-8222

	Fax No.:

	 	312/408-8240







E-mail: brad.peterson@rabobank.com


Payment Instructions:




Pay to: JPMorgan Chase, N.A.




ABA No.: 021 000 021




Swift Address: CHASUS33




FOA: Rabobank International, NY Branch




A/C: 400-212307




Reference: CHS




Attn: Sui Chu



6



7




SYNDICATION PARTY:




JP Morgan Chase Bank, N.A.




By:       /s/ Katie Oresar—

Name: Katie Oresar

Title: Vice President




	 	 	 
	Contact Name: Katie Oresar

	Title:

	 	

	Address:

	 	10 S. Dearborn

Chicago, IL 60603







Phone No.: 312/325-3227


Fax No.: 312/325-3239


E-mail: krys.szremski@jpmorgan.com


Payment Instructions:




Bank: JP Morgan Chase Bank, N.A.




ABA No.: 021000021




Acct. Name: LS2 Incoming Account




Account No.: 3 Year Revolver:




9008113381C3986




5 Year Revolver:




9008113381C3987




Reference: CHS Inc.



8




SYNDICATION PARTY:




U.S. Bank National Association




U.S. Bank National Association




By:       /s/ James D. Pegues—

Name: James D. Pegues

Title: Vice President




	 	 	 
	Contact Name: James D. Pegues
	Title: Vice President
	Address:
	 	U.S. Bank – Food Industries

950 17th St. 7th Floor

Denver, CO 80202








Phone No.: 312/325-8996


Fax No.: 866/904-4297


E-mail: food.agribusiness@usbank.com


Payment Instructions:




U.S. Bank National Association




ABA No.: 123000220




Acct. Name: Oregon WIP Acct PL-7




Commercial Loan




Account No.: 003400121606600




Reference: BK-96Obligor#6349061459



9




SYNDICATION PARTY:




Natixis, New York Branch




By:       /s/ David Pershad—

Name: David Pershad

Title: Managing Director





By:       /s/ Alisa Trani—

Name: Alisa Trani

Title: Assistant Vice President




	 	 	 
	Contact Name: Stephen Jendras
	Title: Managing Director
	Address:
	 	9 West 57th Street

New York, NY 10019








Phone No.: 212/872-5157


Fax No.: 212/872-5162


E-mail: steve.jendras@us.natixis.com


Payment Instructions:




JPMorgan Chase




ABA No.: 021-000-021




Acct. Name: Natixis




Account No.: 544-7-75330




Reference: For further credit to CHS




Account No. 101899




Attn: Doris Lam



10




SYNDICATION PARTY:




The Bank of Nova Scotia




By:       /s/ Christopher Usas—

Name: Christopher Usas

Title: Director




	 	 	 
	Contact Name: Mark Sparrow

	Title: Director

Address:

	 	

711 Louisiana Street, Suite 1400,

Houston, Texas 77002







Phone No.: 713-759-3492


Fax No.: 832-426-6023


E-mail: mark—sparrow@scotiacapital.com


Payment Instructions:


The Bank of Nova Scotia


ABA No: 026-002-532


Acct. Name: Bank of Nova Scotia-Diversified Central


Acct. No.: 0618233


Ref: CHS Inc.



11




SYNDICATION PARTY:




Credit Agricole Corporate and Investment Bank




By:       /s/ Matthew Helm—

Name: Matthew Helm

Title: Director





By:       /s/ Blake Wright—



	 	 	 
	 	 	Name: Blake Wright	 
	 	 	Title: Managing Director	 
	 	 	Contact Name: Jaikissoon Sanichar	 
	 	 	Title: Vice President	 
	 	 	Address:	 	 	1301 Avenue of the Americas
	 	 	 	 	 	New York, NY 10019





	 	 	 
	Phone No.: 732-590-7500

	Fax No.:

	 	917-849-5580







E-mail: Jaikissoon.sanichar@ca-cib.com


Payment Instructions:




Credit Agricole Corporate and




Investment Bank, New York Branch




ABA No.: 0260-0807-3




Account No.: 01-88179-3701-00




Reference: CHS



12




SYNDICATION PARTY:




Farm Credit Services of America, PCA




By:       /s/ Steven L. Moore—

Name: Steven L. Moore

Title: Vice President




	 	 	 
	Contact Name: Steven L. Moore
	Title: Vice President
	Address:
	 	5015 South 118th Street

Omaha, Nebraska 68103








Phone No.: (402) 348-3339


Fax No.: (402) 661-3339


E-mail: steve.moore@fcsamerica.com


Payment Instructions: CoBank on Settlement


Engine Account No. 002099924



13




SYNDICATION PARTY:




Bank of the West




By:       /s/ Casey Garten—

Name: Casey Garten

Title:

Contact Name: Casey Garten

Title: Senior Vice President




Address: 1200 Capitol Mall, Suite 1200




Sacramento, CA 95814




Phone No.: 916/552-4354


Fax No.: 800/653-0372


E-mail: Casey.Garten@bankofthewest.com


Payment Instructions:




Bank: Bank of the West




ABA No.: 121100782




Acct. Name: Com’l Loan Servicing-




Agented Credits




Account No.: 239855-332




Attn: Sandra Fox




Reference: CHS Inc.



14




SYNDICATION PARTY:




Comerica Bank




By:       /s/ Mark J Leveille—

Name: Mark J Leveille

Title: Vice President




	 	 	 
	Contact Name: Timothy H O’Rourke
	Title: Vice President
	Address:
	 	3551 Hamlin Road

Auburn Mills, MI 48326








Phone No.: 248/371-6351


Fax No.: 248/371-6617


E-mail: thorourke@comerica.com


Payment Instructions:




Comerica Bank




ABA No.: 072000096




Acct. Name: Commercial Loan




Account No.: 21585-90010




Attn: S. Williams




Reference: CHS Inc.



15




SYNDICATION PARTY:




AgStar Financial Services, PCA


By:       /s/ Troy Mostaert—




	 	 	Name: Troy Mostaert

Title: Vice President

Contact Name: Troy Mostaert

Title: Vice President





	 	 	 
	Address:
	 	14800 Galaxie Ave., Suite 205

Apple Valley, MN 55044








Phone No.: (952) 997-4064


Fax No.: (952) 997-4097


E-mail: tmostae@agstar.com


Payment Instructions:


Receiver Bank: AgriBank, FCB


Beneficiary Account: 362408688


Beneficiary Name: AgStar


Customer Name: CHS



16




SYNDICATION PARTY:




PNC Bank National Association




By:       /s/ Philip K. Liebscher—

Name: Philip K. Liebscher

Title: Senior Vice President




	 	 	 
	Contact Name: Philip K. Liebscher
	Title: Relationship Manager
	Address:
	 	249 Fifth Avenue

Pittsburgh, PA 15222








Phone No.: (412) 762-3202


Fax No.: (412) 762-6484


E-mail: Philip.Liebscher@pnc.com


Payment Instructions:




PNC Bank, National Association




ABA No.: 043-000-096




Acct. Name: Commercial Loans




Account No.: 130760016803




Reference: CHS Inc.



17




SYNDICATION PARTY:




Farm Credit Services of the Mountain Plains, PCA




By:       /s/ Daryl Nielsen—

Name: Daryl Nielsen

Title: Vice President




	 	 	 
	Contact Name: Daryl Nielsen
	Title: Vice President
	Address:
	 	4505 29th Street

Greeley, CO 80634








Phone No.: (970) 506-3411


Fax No.: (970) 330-4420


E-mail: daryl.nielsen@ifeedtheworld.com


Payment Instructions:




CoBank on Settlement Engine




Account No. 002108843



18




SYNDICATION PARTY:




FCS Financial, FLCA




By:       /s/ Laura Roessler—

Name: Laura Roessler

Title: Senior Lending Officer




	 	 	 
	Contact Name: Laura Roessler
	Title: Senior Lending Officer
	Address:
	 	Two City Place Drive

Suite 385

St. Louis, MO 63141








Phone No.: (314) 432-3966


Fax No.: (314) 567-4678


E-mail: laura.roessler@myfcsfinancial.com


Payment Instructions:




CoBank on Settlement Engine




Account No. 131859



19




SYNDICATION PARTY:




HSBC Bank USA N.A.




By:       /s/ Graeme Robertson—

Name: Graeme Robertson

Title: Vice President




	 	 	 
	Contact Name: Graeme Robertson
	Title: Vice President
	Address:
	 	71 South Wacker Drive

Suite 2700

Chicago, IL 60606








Phone No.: (312) 357-3997


Fax No.: (312) 357-3999


E-mail: graeme.d.robertson@us.hsbc.com


Payment Instructions:




Bank: HSBC Bank USA N.A.




ABA No.: 021001089




Acct. Name: Syndication & Asset Group




Account No.: 001940503




Reference: CHS Inc.




Attention: Mark Hall



20




SYNDICATION PARTY:




The Northern Trust Company




By:       /s/ John Canty—

Name: John Canty

Title: Senior Vice President




	 	 	 
	Contact Name: John Canty
	Title: Senior Vice President
	Address:
	 	50 S. LaSalle Street

Chicago, IL 60675








Phone No.: (312) 444-7729


Fax No.: (312) 557-1425


E-mail: jc92@ntrs.com


Payment Instructions:




Bank: The Northern Trust Company




ABA No.: 071000152




Acct. Name: Commercial Loans




Account No.: 5186401000




Reference: CHS




Attention: Mary Green



21




SYNDICATION PARTY:




Hua Nan Commercial Bank, Ltd., New York Agency




By:       /s/ Henry Hsieh—

Name: Henry Hsieh

Title: Assistant Vice President




	 	 	 
	Contact Name: Henry Hsieh
	Title: Vice President
	Address:
	 	330 Madison Ave., 38th FL

New York, NY 10017








Phone No.: (212) 286-1999 ext. 105


Fax No.: (212) 286-1212


E-mail: peter.chiu@hncbny.com


Payment Instructions:




Bank: The Bank of New York




ABA No.: 021000018




Acct. Name: Hua Nan Commercial




Bank, Ltd.




Account No.: 8900060964




Reference: 003123 CHS Inc.



22




SYNDICATION PARTY:




Farm Credit East, ACA




By:       /s/ James Papai—

Name: James Papai

Title: Senior Vice President




	 	 	 
	Contact Name: James Papai

	Title:

	 	

	Address:

	 	240 South Road

Enfield, CT 06082







Phone No.: (860) 741-4380


Fax No.: (888) 278-2955


E-mail: clactivity@farmcrediteast.com


Payment Instructions:




CoBank on Settlement Engine




Account No. 002016744



23




SYNDICATION PARTY:




GreenStone Farm Credit Services, ACA/FLCA




By:       /s/ Alfred S. Compton, Jr.      

Name: Alfred S. Compton, Jr.

Title:




	 	 	 
	Contact Name: Alfred S. Compton, Jr.
	Title: Managing Director
	Address:
	 	3515 West Road

East Lansing, MI 48823







	 	 	 
	Phone No.: (517) 318-4128

	Fax No.:

	 	(517) 318-4148







E-mail: acompto@greenstonefcs.com


Payment Instructions:




Bank: AgriBank, FCB




ABA No.: 096016972




Acct. Name: GreenStone




Account No.: 362406788




Reference: CHS



24




SYNDICATION PARTY:




Chang Hwa Commercial Bank, Ltd., New York Branch




By:       /s/ Eric Y.S. Tsai—

Name: Eric Y.S. Tsai

Title: Account Manager




	 	 	 
	Contact Name: Gary Lee
	Title: Account Manager
	Address:
	 	685 3rd Avenue, 29th Floor

New York, NY 10017








Phone No.: (212) 651-9770 ext. 32


Fax No.: (212) 651-9785


E-mail: gary.lee@chbnyc.com


Payment Instructions:




Bank: JP Morgan Chase Bank, N.A.




ABA No.: 021-000-021




Acct. Name: Chang Hwa Bank, New York Branch




Account No.: 001-1-862869




Reference: Loan Dept. CHS



25




SYNDICATION PARTY:




UMB Bank, n.a.




By:       /s/ Robert P. Elbert—

Name: Robert P. Elbert

Title: Senior Vice President




	 	 	 
	Contact Name: Robert P. Elbert
	Title: Senior Vice President
	Address:
	 	1010 Grand Blvd.

Kansas City, MO 64106







	 	 	 
	Phone No.: (816) 860-7116

	Fax No.:

	 	(816) 860-7143







E-mail: Robert.elbert@umb.com


Payment Instructions:




Bank: UMB Bank, n.a.




ABA No.: 101 000 695




Acct. Name: Loan Operations




Account No.: 19820161001400980




Reference: CHS, Inc.



26




SYNDICATION PARTY:




Mizuho Corporate Bank, Ltd.




By:       /s/ Robert Gallagher—

Name: Robert Gallagher

Title: Authorized Signatory




	 	 	 
	Contact Name: Robert Gallagher
	Title: Assistant Vice President
	Address:
	 	1251 Avenue of the Americas

New York, NY 10020-1104







	 	 	 
	Phone No.: (212) 282-4954

	Fax No.:

	 	(212) 282-4488







E-mail: Robert.haviken@mizuhocbus.com


Payment Instructions:




Bank: Mizuho Corporate Bank, Ltd.,




New York Branch




ABA No.: 026 004 307




Acct. Name: LAU-ISA




Account No.: H79-740-222205




Reference: CHS, Inc.



27




SYNDICATION PARTY:




Sumitomo Mitsui Banking Corporation




By:       /s/ Shuji Yabe—

Name: Shuji Yabe

Title: General Manager




	 	 	 
	Contact Name: Yan Hong Rui
	Address:
	 	277 Park Avenue

New York, NY 10172







	 	 	 
	Phone No.: (212) 224-4903

	Fax No.:

	 	(212) 224-5197







E-mail: Yan—Rui@smbcgroup.com


Payment Instructions:




Bank: Citibank, N.A. New York




ABA No.: 021000089




Acct. Name: SMBC, New York




Account No.: 36023837




Reference: CHS, Inc.




SYNDICATION PARTY:




Branch Banking and Trust Company




By:       /s/ Candace C. Moore—

Name: Candace C. Moore

Title: Assistant Vice President




	 	 	 
	Contact Name: Candace C. Moore
	Title: Assistant Vice President
	Address:
	 	200 West Second Street

16th Floor

Winston Salem, NC 27101








Phone No.: (336) 733-2056


Fax No.: (336) 733-2740


E-mail: Candace.moore@bbandt.com


Payment Instructions:




Bank: BB&T




ABA No.: 053101121




Acct. Name: CHS Inc.




Account No.: 9512906912




SYNDICATION PARTY:




Bank of America, N.A.,




By:       /s/ Quinn Richardson—

Name: Quinn Richardson

Title: Senior Vice President




	 	 	 
	Contact Name: Quinn Richardson
	Title: Senior Vice President
	Address:
	 	135 S. LaSalle Street, Suite 760

Chicago, IL 60697








Phone No.: 312/992-2160


Fax No.: 312/992-2650


E-mail: quinn.richardson@baml.com


Payment Instructions:




Bank of America N.A.




ABA No.: 026-009-593




Acct. Name: Credit Services West




Account No.: 3750836479




Reference: CHS Inc



28




SYNDICATION PARTY:




BNP Paribas




By:       /s/ William B. Murray—

Name: William B. Murray

Title: Managing Director





By:       /s/ Karlien Zumpolle—

Name: Karlien Zumpolle

Title: Vice President




	 	 	 
	Contact Name: Karlien Zumpolle
	Title: Vice President
	Address:
	 	787 Seventh Avenue

New York, NY 10019








Phone No.: 212/841-2797


Fax No.: 212/471-6862


E-mail: karlien.zumpolle@us.bnpparibas.com


Payment Instructions:




BNP PARIBAS




ABA No.: 026 007 68




Acct. Name: Loan Servicing Clearing Account




Account No.: 103130 00103




Reference: CHS



29




SYNDICATION PARTY:




AgFirst Farm Credit Bank




By:       /s/ Bruce Fortner—

Name: Bruce Fortner

Title:




	 	 	 
	Contact Name: Bruce Fortner

	Title:

	 	

	Address:

	 	1401 Hampton Street

Columbia, SC 29201







Phone No.: (803) 753-2457


Fax No.: (803) 254-4219


E-mail: bfortner-servicing@agfirst.com


Payment Instructions: CoBank on Settlement


Engine Account No.:




SYNDICATION PARTY:




Australia and New Zealand Banking Group Limited




By:       /s/ Robert Grillo—

Name: Robert Grillo

Title: Director





Contact Name: Sally Grant


Title: Associate Director


Address: 277 Park Avenue, 31st Floor, New
York




NY 10172




Phone No.: 212-801-9103


Fax No.: 212-801-9859


E-mail: Sally.Grant@anz.com


Payment Instructions: JPMorgan Chase Bank






ABA 021 000 021


A/C 400 928884


Attn: Loan Administration


Ref: CHS Inc.



Exhibit 1A




to Credit Agreement

Closing Date Letters of Credit1




Letters of Credit:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Issuing	 	Issue	 	 	 	 
	L/C Number	 	Beneficiary	 	Bank	 	Date	 	Expiration Date	 	Amount
	 	00616747	 	 	MN. Rail Services Improvement

Program

	 	CoBank



	 	7/10/2003



	 	07/09/2012



	 	$41,362.14




	 	00617875	 	 	Taiwan Sugar Corporation

	 	CoBank
	 	9/18/2008
	 	08/31/2012
	 	$	100,000.00	 
	 	00616754	 	 	Federated Rural Electric Assoc.

	 	CoBank
	 	9/19/2003
	 	09/29/2012
	 	$	135,000.00	 
	 	00617891	 	 	Trade Bank of Iraq

	 	CoBank
	 	9/02/2011
	 	11/17/2011
	 	$	225,750.00	 
	 	00617889	 	 	Shindongbang CP Corp

	 	CoBank
	 	4/27/2011
	 	10/18/2011
	 	$	238,672.50	 
	 	00617878	 	 	General Authority for Supply

	 	CoBank
	 	8/12/2009
	 	08/28/2012
	 	$	400,000.00	 
	 	00097012	 	 	Liberty Mutual Insurance

Company

	 	CoBank



	 	7/01/1999



	 	06/30/2012



	 	$425,000.00




	 	00617892	 	 	Top Food Industry Corporation

	 	CoBank
	 	9/19/2011
	 	01/30/2012
	 	$	892,824.35	 
	 	00617890	 	 	Corn Products Korea Inc

	 	CoBank
	 	4/27/2011
	 	10/18/2011
	 	$	954,690.00	 
	 	00096019	 	 	Zurich-American

	 	CoBank
	 	7/01/1999
	 	06/30/2012
	 	$	2,000,000.00	 
	 	00617857	 	 	Board of Trade of the City of

Chicago

	 	CoBank



	 	3/03/2005



	 	12/28/2011



	 	$6,000,000.00




	 	00612927	 	 	Liberty Mutual Insurance

Company

	 	CoBank



	 	9/10/1998



	 	09/30/2012



	 	$7,860,000.00










Exhibit 1B

to Credit Agreement

COMPLIANCE CERTIFICATE

CHS Inc.




CoBank, ACB


5500 South Quebec Street


Greenwood Village, Colorado 80111



ATTN: Administrative Agent, CHS Loan



Gentlemen:



As required by Subsections 11.2.1 and 11.2.2 of that certain 2011 Credit Agreement (5-Year
Revolving Loan) (“Credit Agreement”) dated as of September 27, 2011, by and between CHS Inc.
(“Company”), CoBank, ACB, in its capacity as the Administrative Agent, and the Syndication Parties
described therein, a review of the activities of the Company for the [Fiscal Quarter ending       ,
201      ] [Fiscal Year ending       , 201      ] (the “Fiscal Period”) has been made under my supervision
with a view to determine whether the Company has kept, observed, performed and fulfilled all of its
obligations under the Credit 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 or a Potential Default as defined in the Credit Agreement.



In addition, I certify that the aggregate face amount of all letters of credit outstanding for
which the Company has a reimbursement obligation, other than Letters of Credit issued under the
Credit Agreement, is $     .



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 Credit Agreement as of the last day of the Fiscal Period (unless expressly specified
herein). All terms used herein and on the attachment have the identical meaning as in the Credit
Agreement.




Very truly yours,



	 	 	 
	CHS Inc.

By:

	 	



	
 
	 	 
	Name:

	 	

	
 
	 	 
	Title:

	 	Chief Financial Officer







	 	1	 	To be updated.




30









Capitalized terms used herein shall have the definitions set forth in the Credit Agreement.



SUBSECTION 11.14.1: CONSOLIDATED NET WORTH



Test: Consolidated Net Worth.




Target: Not less than $2,500,000,000.00 at all times.


Consolidated Net Worth (Actual)


For Fiscal Quarter ended       /      /       $



SUBSECTION 11.14.2: CONSOLIDATED FUNDED DEBT TO CONSOLIDATED CASH FLOW



Test: Consolidated Funded Debt divided by Consolidated Cash Flow.




Target: Not greater than 3.00:1 at all times based on the previous consecutive four
Fiscal Quarters.


Consolidated Funded Debt divided by Consolidated Cash Flow for the previous
consecutive four Fiscal Quarters (Actual)


At the Fiscal Quarter ended       /      /             ; 1.00



SUBSECTION 11.14.3: ADJUSTED CONSOLIDATED FUNDED DEBT TO ADJUSTED CONSOLIDATED EQUITY



Test: Adjusted Consolidated Funded Debt, divided by Adjusted Consolidated Equity.



Target: Not more than .80 to 1.00 at all times.


Adjusted Consolidated Funded Debt, divided by Adjusted Consolidated Equity (Actual)


For Fiscal Quarter ended       /      /             ; 1.00



Exhibit 1C

to Credit Agreement

List of Subsidiaries




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Date CHS Interest	 	 	 	 	 	State/ Country of	 	 	 	 
	Active/ Inactive	 	Name	 	Address	 	Type	 	Business Description	 	Ownership By	 	Division	 	Incorp. Date	 	Acquired	 	Date Dissolved	 	Fiscal End	 	Incorp.	 	Foreign/ 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





	 	Business Solutions





	 	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% by CHS (Eff.

4/21/05)



	 	Business Solutions





	 	12/27/1994





	 	12/27/1994





	 	



	 	31-Aug





	 	Minnesota





	 	D





	 	41-1795536





	A
	 	Ag States

Reinsurance

Company, IC
	 	1090 Vermont Avenue

NW Washingotn, DC

20005
	 	Corp
	 	Cell Captive

Insurer of Impact

Risk Funding, Inc.,

PCC

	 	100% Impact Risk

Funding, Inc.





	 	Business Solutions







	 	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

(consolidated on

CHS Financials)
	 	Country Operations









	 	3/7/2001









	 	3/7/2001









	 	







	 	31-Aug









	 	Delaware









	 	D









	 	39-2021496









	A
	 	Beverage Franchise

LLC
	 	2120 Third Ave.

No., Billings, MN

59101
	 	LLC
	 	Serves as

franchisor for

Partnered Beverages

LLC

	 	100% Partnered

Beverages LLC





	 	Energy







	 	3/29/2007







	 	3/29/2007







	 	





	 	





	 	Montana







	 	D







	 	







	A
	 	CENEX AG, Inc.

(formerly FUCEI-E,

Inc.) We need to

keep this alive

since we still have

a balance sheet due

to environmental

matters
	 	5500 Cenex Drive

PO Box 64089 St.

Paul, MN 55164











	 	Corp













	 	Sale of feed and

seed products.














	 	100% CHS













	 	Former Cenex, Inc.

Entity













	 	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







	 	Energy







	 	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





	 	Energy





	 	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

	 	CHS 53.38% and

Moore Farmers Oil

Company 46.62%



	 	Country Operations







	 	9/16/1997







	 	3/1/2000







	 	





	 	31-Aug







	 	Montana







	 	D







	 	81-0513866







	A
	 	CHS Capital ProFund

LLC (name Changed

from Cofina

ProFund, LLC

Effective 8/24/11)
	 	5400 Cenex Drive

Inver Grove

Heights, MN 55077





	 	LLC







	 	Lending Services








	 	100% CHS Capital,

LLC







	 	Business Solutions









	 	10/11/2010









	 	10/11/2010









	 	







	 	31-Aug









	 	Minnesota









	 	D









	 	









	A
	 	CHS Capital, LLC

(name changed from

Cofina Financial,

LLC Effective

8/24/11)
	 	5500 Cenex Drive

Inver Grove

Heights, MN 55077



	 	LLC



	 	Lending Services




	 	100% CHS (8/31/08);

previously CHS 49%;

Cenex Finance

Association 51%



	 	Business Solutions









	 	2/9/2005









	 	2/9/2005









	 	







	 	31-Aug









	 	Minnesota









	 	D









	 	20-2409352









	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









	 	Country Operations









	 	4/20/1999









	 	4/20/1999









	 	







	 	31-Aug









	 	Minnesota









	 	D









	 	41-1947300









	A
	 	CHS Inc.
	 	5500 Cenex Drive

PO Box 64089 St.

Paul, MN 55164
	 	Self
	 	Combined

Corporation (Cenex

and HSC)

	 	100% CHS





	 	Corporate





	 	7/15/1936





	 	7/15/1936





	 	



	 	



	 	Minnesota





	 	D





	 	41-0251095





	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















	 	Country Operations















	 	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













	 	Country Operations













	 	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







	 	Country Operations







	 	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

















	 	Country Operations

















	 	6/25/2007

















	 	6/25/2007

















	 	















	 	31-Aug

















	 	South Dakota

















	 	D

















	 	35-2303251

















	A
	 	CHS-Elkton
	 	5500 Cenex Drive

Inver Grove

Heights, MN

55077-2112
	 	Coop
	 	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



















	 	Country Operations



















	 	6/29/2011



















	 	6/29/2011



















	 	

















	 	31-Augs



















	 	South Dakota



















	 	D



















	 	45-1621016



















	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













	 	Country Operations













	 	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















	 	Country Operations















	 	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

























	 	Country Operations

























	 	8/14/2008

























	 	8/14/2008

























	 	























	 	31-Aug

























	 	Minnesota

























	 	D

























	 	26-3210249

























	A
	 	CHS-GC, Inc.
	 	5500 Cenex Drive

P.O. Box 64089 St.

Paul, MN 55164-0089
	 	Coop
	 	The transaction of

any and all lawful

business for which

corporations may be

incorporated under

the Colorado

Business

Corporations Act.

	 	100% CHS















	 	Country Operations















	 	6/8/2011















	 	6/8/2011















	 	













	 	31-Aug















	 	Colorado















	 	













	 	45-2501435















	A
	 	CHS-Hamilton, 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





















	 	Country Operations





















	 	3/14/2011





















	 	3/14/2011





















	 	



















	 	31-Aug





















	 	Michigan





















	 	D





















	 	45-0974098





















	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





















	 	Country Operations





















	 	4/8/2009





















	 	5/18/2009





















	 	



















	 	



















	 	Oklahoma





















	 	D





















	 	26-4708332





















	A
	 	CHS-Holdrege, 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





















	 	Country Operations





















	 	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





	 	Country Operations





	 	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

















	 	Country Operations

















	 	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













	 	Country Operations













	 	11/21/2007













	 	11/21/2007













	 	











	 	31-Aug













	 	North Dakota













	 	D













	 	26-1503181













	A
	 	CHS-New Salem
	 	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













	 	Country Operations













	 	6/13/2011













	 	6/13/2011













	 	











	 	31-Aug













	 	North Dakota













	 	D













	 	45-2582990













	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



























	 	Country Operations



























	 	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











	 	Country Operations











	 	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





























	 	Country Operations





























	 	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





	 	Country Operations





	 	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















	 	Country Operations















	 	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



















	 	Country Operations



















	 	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

























	 	Country Operations

























	 	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





	 	Energy





	 	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







	 	Energy







	 	7/21/1958







	 	Unknown







	 	





	 	





	 	Kansas







	 	D







	 	







	A
	 	Cofina Funding, LLC
	 	5500 Cenex Drive

Inver Grove

Heights, MN 55077
	 	LLC



	 	Lending Services




	 	100% CHS Capital ,

LLC



	 	Business Solutions





	 	8/9/2005





	 	8/9/2005





	 	



	 	31-Aug





	 	Delaware





	 	D





	 	





	A
	 	CoGrain
	 	560 W. Grain

Terminal Rd.,

Pasco, WA 99301
	 	Coop
	 	
 
	 	Ritzville Warehouse

Company 7.273%; CHS

54.5%; Pendleton

Grain Growers

1.818%; Odessa

Union Warehouse

Co-op 36.364%
	 	Country Operations













	 	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







	 	Business Solutions







	 	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

(consolidated on

CHS financials)
	 	Country Operations









	 	2/1/1999









	 	2/1/1999









	 	







	 	31-Dec









	 	North Dakota









	 	D









	 	45-0452261









	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















	 	Country Operations















	 	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





	 	Energy





	 	3/23/1999





	 	3/23/1999





	 	



	 	



	 	Minnesota





	 	D





	 	41-1935715





	A
	 	Impact Risk Funding

Inc., PCC
	 	1090 Vermont Avenue

NW Washingotn, DC

20005
	 	Corp



	 	Captive Insurance

Company




	 	100% Ag States

Agency, LLC



	 	Business Solutions





	 	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



	 	Business Solutions





	 	6/20/2007





	 	6/20/2007





	 	



	 	31-Aug





	 	Minnesota





	 	D





	 	26-0390110





	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

	 	Acquired with

Sparta Foods,

wholly owned

subsidiary of

Sparta Foods
	 	Processing









	 	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





	 	Country Operations





	 	4/1/2005





	 	4/1/2005





	 	



	 	



	 	Minnesota





	 	D





	 	83-0428017





	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.

(consolidated on

CHS financials)





	 	Country Operations











	 	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.

	 	CHS — 74.5%, 25.5

Growmark and MFA







	 	Energy









	 	7/7/1943









	 	7/7/1943









	 	







	 	30-Sep









	 	Kansas









	 	D









	 	48-0348003









	A
	 	Partnered

Beverages, LLC
	 	5500 Cenex Drive

Inver Grove

Heights, MN 55077
	 	LLC
	 	Sale of coffee

through Mountain

Mud stores

	 	75% CHS, 25%

Seaside Properties,

LLC 100% CHS eff.

3/31/08
	 	Energy







	 	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 and 20%

Pendleton Grain

Growers
	 	Country Operations





	 	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







	 	Country Operations







	 	9/30/2009







	 	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 (Eff.

4/1/08) Prior

ownership was 50% -

CHS; 50% US

BioEnergy

Corporation
	 	Energy











	 	11/4/2003











	 	3/31/2006











	 	









	 	31-Aug











	 	Kansas











	 	D











	 	20-0364520











	A
	 	Russell Consulting

Group, L.L.C.
	 	11146 Q Street,

Omaha, NE 68137
	 	LLC
	 	to provide

agricultural

consulting to

customers

	 	As of 12/15/10

Country Hedging,

Inc. owns 2/3 ,

Russell Consulting,

Inc. owns 1/3, J&J

Cattle Co. each

owning 33 1/3 %

shares
	 	Business Solutions















	 	12/30/1999















	 	6/29/2007















	 	













	 	31-Dec















	 	Nebraska















	 	D















	 	















	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

	 	CHS 58.6025%, Dodge

City Coop Exchange

33.33%, The Plains

Equity Exchange and

Co-operative Union

3.2258%, The

Elkhart Cooperative

1.6129%, The

Offerle Cooperative

Grain and Supply Co

1.6129%, Sublette

Cooperative 1.6129%
	 	Wholesale Crop

Nutrients

















	 	9/9/2004

















	 	9/4/2007 CHS

acquired

Agriliance’s

interest

















	 	





















	 	





















	 	Kansas























	 	D























	 	20-1074703























	A
	 	Sparta Foods, Inc.

(Keep active

through 8/31/11 to

make sure any

potential claims

have surfaced)
	 	920 Second Avenue

South, Suite 1100,

Minneapolis, MN

55402



	 	Corp



	 	Production and

distribution of

tortilla and

value-added

tortilla products




	 	100% CHS (Acquired

Stock 6/1/00).

Sold assets to

Gruma 5/31/05.





	 	Corporate











	 	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



	 	Country Operations



	 	2/20/1990



	 	8/9/1996



	 	

	 	

	 	Minnesota



	 	D



	 	41-1659238



	A
	 	St. Paul Maritime

Corporation
	 	 	 	Corp
	 	Company provides

stevedoring

services at Myrtle

Grove Terminal, and

charters vessels.

	 	100% CHSC









	 	Ag Business









	 	8/18/1995









	 	8/18/1995









	 	







	 	31-Aug









	 	Minnesota









	 	D









	 	









	A
	 	The Farmer’s

Elevator Company of

Lowder
	 	5500 Cenex Drive

PO Box 64089

St. Paul,

MN 55164
	 	Corp
	 	CHS-Lowder, Inc.

merged into The

Farmer’s Elevator

Company of Lowder

	 	100% CHS







	 	Country Operations







	 	12/20/1905







	 	8/9/2010







	 	





	 	





	 	Illinois







	 	D







	 	37-0268925







	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











	 	Ag Business











	 	1/5/2000











	 	1/5/2000











	 	









	 	31-Aug











	 	Delaware











	 	D











	 	41-1961040











	A
	 	Watertown Crop

Nutrients LLC
	 	5500 Cenex Drive

Inver Grove

Heights, MN

55077-2112
	 	LLC
	 	
 
	 	70% CHS, 30%

Watertown

Cooperative

Elevator
	 	Wholesale Crop

Nutrients





	 	5/19/2011







	 	5/19/2011







	 	





	 	





	 	South Dakota







	 	D







	 	







	A
	 	Western Feed, LLC
	 	Western Feed, LLC 

P.O. Box 426 

Morrill, NE  69358
	 	LLC
	 	Feed Business

	 	50% CHS; 50%

Western Cooperative

Company

(consolidated on

CHS financials)
	 	Country Operations









	 	2/28/2008









	 	2/28/2008









	 	







	 	







	 	Minnesota









	 	D









	 	26-2111198









	NCRA
	 	Jayhawk Pipeline

L.L.C.
	 	2000 South Main

McPherson, KS

67460 (620)

241-2340
	 	LLC







	 	Transporter of crude








	 	100% NCRA







	 	Energy







	 	5/24/1994







	 	5/24/1994







	 	





	 	30-Sep







	 	Kansas







	 	D







	 	48-1151682







	NCRA
	 	Kaw Pipe Line

Company
	 	2000 South Main

McPherson, KS

67460 (620)

241-2340
	 	SUB



	 	Operate Crude Oil

pipeline, Central

Kansas




	 	67% NCRA, 33% CITGO







	 	Energy







	 	9/13/1935







	 	7/7/1943







	 	





	 	30-Sep







	 	Delaware







	 	D







	 	







	NCRA
	 	McPherson

Agricultural

Product, LLC
	 	2000 South Main

McPherson, KS

67460 (620)

241-2340
	 	LLC



	 	Markets sulfur

produced by

Refinery




	 	100% NCRA







	 	Energy







	 	10/6/2004







	 	10/6/2004







	 	





	 	30-Sep







	 	Kansas







	 	D







	 	







	NCRA
	 	Osage Pipe Line

Company
	 	2000 South Main

McPherson, KS

67460 (620)

241-2340
	 	SUB





	 	Crude oil pipeline,

OK and KS






	 	100% NCRA (per Kent

Stos at NCRA)





	 	Energy







	 	5/7/1975







	 	5/7/1975







	 	





	 	30-Sep







	 	Delaware







	 	D







	 	













Exhibit 2.3

to Credit Agreement

5-YEAR BORROWING NOTICE NO.

, 201__




	 	 	 
	To:

Re:
	 	Administrative Agent

From: CHS Inc. (“Borrower”)

2011 Credit Agreement (5-Year Revolving Loan) (as amended from time to

time, the “Credit Agreement”) dated as of September 27, 2011, among

Borrower, CoBank, ACB (“CoBank” and, in its capacity as such, the

“Administrative Agent” and the “Bid Agent”), and the other Syndication

Parties signatory thereto.







Pursuant to Section 2.3 of the Credit Agreement, Borrower hereby gives notice of its desire to
receive a 5-Year Advance in accordance with the terms set forth below (all capitalized terms used
herein and not defined herein shall have the meaning given them in the Credit Agreement):




	 	(a)	 	The 5-Year Advance requested pursuant to this 5-Year Borrowing Notice shall be
made on       , 201       [the date inserted must be a Banking Day and [the same or
earlier Banking Day as]2 [at least three (3) Banking Days prior
to]3 the date hereof].






	 	(b)	 	The aggregate principal amount of the 5-Year Advance requested hereunder shall
be        Dollars ($       ).






	 	(c)	 	The 5-Year Advance requested hereunder shall initially bear interest at the
[select one]:






? Base Rate and be treated as a Base Rate Loan;




? LIBO Rate and be treated as a LIBO Rate Loan.



If the LIBO Rate is selected, the initial LIBO Rate Period shall be a        month period [select
one, two, three, or six month period].




CHS INC.




By:

Name:

Title:




Exhibit 2.4




to Credit Agreement

5-YEAR FACILITY NOTE




$     .00 [Insert Date]



FOR VALUE RECEIVED, CHS INC., a Minnesota cooperative corporation (“Maker”), promises to pay
to the order of        (“Payee”) at the office of the Administrative Agent (as defined in the
Credit Agreement), CoBank, ACB at 5500 South Quebec Street, Greenwood Village, Colorado 80111, or
such other place as the Administrative Agent shall direct in writing, the principal sum of
       Dollars ($     .00) or, if less, the amount outstanding under this Note for (a) 5-Year
Advances, and (b) Bid Advances, in each case made pursuant to the 2011 Credit Agreement (5-Year
Revolving Loan) dated as of September 27, 2011, by and between CoBank (for its own benefit as a
Syndication Party, and as the Administrative Agent for the benefit of the present and future
Syndication Parties as named or defined therein, and as the Bid Agent) and Maker (as it may be
amended from time to time in the future, the “Credit Agreement”) and any Bank Debt related thereto.
This Note is issued and delivered to Payee pursuant to the Credit Agreement. All capitalized terms
used in this Note and not otherwise defined herein shall have the same meanings as set forth in the
Credit Agreement.



The unpaid balance of this Note from time to time outstanding shall bear interest as set forth
in the Credit Agreement. Interest shall be payable as provided in the Credit Agreement. Principal
shall be payable on the 5-Year Maturity Date and as otherwise provided in the Credit Agreement.
This Note has been issued by Maker to Payee pursuant to the Credit Agreement and reference is made
thereto for specific terms and conditions under which this Note is made and to which this Note is
subject.



This Note is subject to voluntary and mandatory prepayments as set forth in the Credit
Agreement. Amounts repaid in respect of 5-Year Advances may be reborrowed during the 5-Year
Availability Period. Upon the occurrence of an Event of Default, Maker agrees that the
Administrative Agent and the Payee shall have all rights and remedies set forth in the Credit
Agreement, including without limitation the rights of acceleration set forth in the Credit
Agreement. In addition, the Administrative Agent and the Payee shall have the right to recover all
costs of collection and enforcement of this Note as provided in the Credit Agreement.



Maker and any endorser, guarantor, surety or assignor hereby waives presentment for payment,
demand, protest, notice of protest, and notice of dishonor and nonpayment of this Note, and all
defenses on the ground of delay, suretyship, impairment of collateral, or of extension of time at
or after maturity for the payment of this Note.



This Note shall be construed in accordance with and governed by the laws of the State of New
York.




Maker:




CHS INC.


a Minnesota corporation




By:

Name:

Title:




Exhibit 2.9




to Credit Agreement

SYNDICATION ADOPTION AGREEMENT




This Syndication Adoption Agreement entered into this        day of       , 201       (“Effective Date”)
by and between CoBank, ACB, in its capacity as the Administrative Agent under the Credit Agreement
(as defined below) (in such role, “Administrative Agent”), and each of the other parties signatory
hereto (“Adopting Parties”).



Recitals



A. Pursuant to the 2011 Credit Agreement (5-Year Revolving Loan) by and between the
Administrative Agent, the Syndication Parties named therein, and CHS, Inc. (“Borrower”), dated
September 27, 2011 (as it may be amended from time to time “Credit Agreement”), the Syndication
Parties thereto have agreed to provide, limited to their respective Individual 5-Year Commitments
and Individual 5-Year Pro Rata Shares, financing to Borrower in the maximum aggregate amount of
$1,250,000,000 through the 5-Year Facility, to be used for the purposes set forth in the Credit
Agreement.



B. The Credit Agreement provided Borrower with the option to increase the 5-Year Commitment by
as much as an aggregate amount not to exceed the Maximum Commitment Increase Amount pursuant to the
provisions of Section 2.9 thereof which, among other things, required that each Person agreeing to
fund a portion of the Commitment Increase (as defined in the Credit Agreement) and who was not then
a Syndication Party, execute an Adoption Agreement.



B. Each Adopting Party wishes to be a Funding Source (as defined in the Credit Agreement) and
to become a Syndication Party under the Credit Agreement with respect to the Individual 5-Year
Commitment amounts set forth beneath its signature on this Syndication Adoption Agreement
(“Syndication Interest”).



Agreement



For good and valuable consideration, the receipt and sufficiency of which the parties hereto
hereby acknowledge, and each to induce the others to enter into this Syndication Adoption Agreement
(“Agreement”), the parties hereto hereby agree as follows:




DEFINITIONS



Capitalized terms used herein without definition shall have the meaning given them in the
Credit Agreement, if defined therein.



1. Acquisition of Syndication Interest.



1.1. The Adopting Party agrees to, as of the Effective Date, and at all times thereafter,
comply with all of the obligations of a Syndication Party holding an Individual 5-Year Commitment
in the amount shown beneath its signature below, as such obligations are set forth in the Credit
Agreement.



2. Representations, Warranties, and Agreements.



2.1. The Adopting Party represents and warrants that: (a) the making and performance of this
Agreement including its agreement to be bound by the Credit Agreement is within its power and has
been duly authorized by all necessary corporate and other action by it; (b) entering into this
Agreement and performance of its obligations hereunder and under the Credit Agreement will not
conflict with nor constitute a breach of its charter or by-laws nor any agreements by which it is
bound, and will not violate any judgment, decree or governmental or administrative order, rule,
law, or regulation applicable to it; (c) no approval, authorization or other action by, or
declaration to or filing with, any governmental or administrative authority or any other Person is
required to be obtained or made by it in connection with the execution, delivery and performance of
its duties under this Agreement and the Credit Agreement; (d) this Agreement has been duly executed
by it, and, this Agreement and the Credit Agreement, constitute its legal, valid, and binding
obligation, enforceable in accordance with their terms, except as such enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting the rights of creditors generally and general equitable principles (regardless of whether
such enforceability is considered in a proceeding at law or in equity); and (e) the act of entering
into and performing its obligations under this Agreement and the Credit Agreement have been
approved by its board of directors at an authorized meeting thereof (or by written consent in lieu
of a meeting) and such action was duly noted in the written minutes of such meeting.



2.2. The Adopting Party further represents that it is entitled to receive any payments to be
made to it under the Credit Agreement without the withholding of any tax and will furnish to the
Administrative Agent and to Borrower such forms, certifications, statements and other documents as
the Administrative Agent or Borrower may request from time to time to evidence such Adopting
Party’s exemption from the withholding of any tax imposed by any jurisdiction or to enable the
Administrative Agent or Borrower, as the case may be, to comply with any applicable laws or
regulations relating thereto. Without limiting the effect of the foregoing, if such Adopting Party
is not created or organized under the laws of the United States of America or any state thereof,
such Adopting Party will furnish to the Administrative Agent and Borrower IRS Form W-8BEN, W-8ECI,
4224, or Form 1001, as appropriate, or such other forms, certifications, statements or documents,
duly executed and completed by Adopting Party, as evidence of such Adopting Party’s exemption from
the withholding of United States tax with respect thereto. Notwithstanding anything herein to the
contrary, Borrower shall not be obligated to make any payments to or for the benefit of Adopting
Party until Adopting Party shall have furnished to the Administrative Agent and Borrower the
requested form, certification, statement or document.



2.3. Adopting Party acknowledges receipt of true and correct copies of all Loan Documents and
agrees and represents that: (a) it has relied upon its independent review of (i) the Loan
Documents, and (ii) any information independently acquired by it from Borrower or otherwise in
making its decision to acquire an interest in the Loan independently and without reliance on any
Syndication Party or the Administrative Agent; (b) it has obtained such information as it deems
necessary (including any information it independently obtained from Borrower or others) prior to
making its decision to acquire the Syndication Interest; (c) it has made its own independent
analysis and appraisal of and investigation into Borrower’s authority, business, operations,
financial and other condition, creditworthiness, and ability to perform its obligations under the
Loan Documents and has relied on such review in making its decision to acquire the Syndication
Interest, and will continue to rely solely upon its independent review of the facts and
circumstances related to Borrower, and without reliance upon any Syndication Party or the
Administrative Agent, in making future decisions with respect to all matters under or in connection
with the Loan Documents and its participation in the Loan as a Syndication Party.



2.4. Adopting Party acknowledges and agrees that: (a) neither the Administrative Agent nor any
Syndication Party has made any representation or warranty, except as expressly stated in this
Agreement, nor do they assume any responsibility with respect to the due execution, validity,
sufficiency, enforceability or collectibility of the Loan, the Loan Documents or the Notes or with
respect to the accuracy and completeness of matters disclosed, represented or warranted in the Loan
Documents by Borrower (including financial matters); (b) neither the Administrative Agent nor any
Syndication Party assumes any responsibility for the financial condition of Borrower or for the
performance of Borrower’s obligations under the Loan Documents; (c) except as otherwise expressly
provided in this Agreement or the Credit Agreement, neither any Syndication Party nor the
Administrative Agent nor any other Syndication Party shall have any duty or responsibility to
furnish to any other Syndication Parties any credit or other information concerning Borrower which
may come into its or their possession.



2.5. Adopting Party: (a) represents that it has acquired and is retaining the Syndication
Interest it is acquiring in the Loan for its own account in the ordinary course of its banking or
financing business; (b) agrees that it will not sell, assign, convey or otherwise dispose of
(“Transfer”), or create or permit to exist any lien or security interest on, all or any part of its
Syndication Interest in the Loan without compliance with all of the terms and conditions of the
Credit Agreement, including Section 15.27 thereof.



2.6. Adopting Party:




2.6.1 Irrevocably consents and submits to the non-exclusive jurisdiction of any New York
State court or (if applicable subject matter jurisdictional requirements are present)
Federal court of the United States of America sitting in New York County, New York, and any
appellate court from any thereof, and waives any objection based on venue or forum non
conveniens with respect to any action instituted therein arising under this Agreement or
the Credit Agreement or in any way connected with or related or incidental to the dealings
of the parties hereto in respect of this Agreement or the Credit Agreement or the
transactions related hereto, in each case whether now existing or hereafter arising, and
whether in contract, tort, equity or otherwise, and agrees that any dispute with respect to
any such matters may be heard in the courts described above, as the Administrative Agent may
elect.




2.6.2 Hereby agrees that any litigation with respect to the Credit Agreement or to enforce
any judgment obtained against such Person for breach of the Credit Agreement or under the
Notes or other Loan Documents may be brought in any New York State court or (if applicable
subject matter jurisdictional requirements are present) Federal court of the United States
of America sitting in New York County, New York, and any appellate court from any thereof,
as the Administrative Agent may elect; and, by execution and delivery of this Agreement,
Adopting Party irrevocably submits to such jurisdiction. With respect to litigation
concerning the Credit Agreement or under the Notes or other Loan Documents, Adopting Party
hereby irrevocably appoints, until six (6) months after the expiration of the 5-Year
Maturity Date (as it may be extended at anytime), [      ], or such other Person as it may
designate to the Administrative Agent, in each case with offices in New York, New York and
otherwise reasonably acceptable to the Administrative Agent to serve as the agent of
Adopting Party to receive for and on its behalf at such agent’s New York, New York office,
service of process, which service may be made by mailing a copy of any summons or other
legal process to such Person in care of such agent. Adopting Party agrees that it shall
maintain a duly appointed agent in New York for service of summons and other legal process
as long as it remains obligated under the Credit Agreement and shall keep the Administrative
Agent advised in writing of the identity and location of such agent. The receipt by such
agent and/or by Adopting Party of such summons or other legal process in any such litigation
shall be deemed personal service and acceptance by Adopting Party for all purposes of such
litigation. Borrower and each Syndication Party hereby irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any objection which it
may now or hereafter have to the laying of venue of any suit, action or proceeding arising
out of or relating to this Credit Agreement or the other Loan Documents in any New York
State or Federal court. Each of the parties hereto hereby irrevocably waives, to the
fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of
such action or proceeding in any such court.




2.6.3 HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF
ACTION (a) ARISING UNDER THIS AGREEMENT OR THE CREDIT AGREEMENT OR (b) IN ANY WAY CONNECTED
WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS
AGREEMENT OR THE CREDIT AGREEMENT OR THE TRANSACTIONS RELATED THERETO IN EACH CASE WHETHER
NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE.
ADOPTING PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF
ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE ADMINISTRATIVE AGENT OR
ANY SYNDICATION PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY
COURT AS WRITTEN EVIDENCE OF THE CONSENT OF ADOPTING PARTY TO THE WAIVER OF ITS RIGHT TO
TRIAL BY JURY.



3. General.



3.1. Adopting Party’s address for notice under Section 16.4 of the Credit Agreement shall be
as set forth beneath its signature below.




	2	 	Applicable only to Base Rate Loans






	3	 	Applicable only to LIBO Rate Loans




31









IN WITNESS HEREOF, the parties hereto have caused this Syndication Adoption Agreement to be
executed as of the Effective Date by their duly authorized representatives.




Administrative Agent


(as Administrative Agent):




COBANK, ACB




By:

Name:

Title:





ADOPTING PARTY:




By:

Name:

Title:





Contact Name:


Title:


Address:




Phone No.:


Fax No.:


Individual 5-Year Commitment: $


Payment Instructions:




Bank:




ABA #:




Acct. Name:




Account No.:




Attn:




Ref:



BORROWER’S CONSENT




Borrower hereby signifies its consent to acquisition of an Individual 5-Year Commitment by
Adopting Party as described above.




CHS, INC.




By:

Name:

Title:




Exhibit 3.2




to Credit Agreement

BID REQUEST

(5-Year Facility)




	 	 	 
	VIA FACSIMILE (303) 740-4100      , 201      
	To:

From:
	 	The Bid Agent and all Syndication Parties holding an

Individual 5-Year Commitment under the Credit

Agreement

CHS Inc. (“Borrower”)








	 	 	 	Re: 2011 Credit Agreement (5-Year Revolving Loan) (as amended from time to time,
the “Credit Agreement”) dated as of September 27, 2011 among Borrower, CoBank, ACB
(“CoBank” and, in its capacity as such, the “Administrative Agent” and the “Bid
Agent”), and the other Syndication Parties signatory thereto.





We hereby give notice pursuant to Section 3.2 of the Credit Agreement that we request Bids for
the following proposed 5-Year Bid Advances (all capitalized terms used herein and not defined
herein shall have the meaning given them in the Credit Agreement) [maximum of five
amounts/maturities]: Date of Borrowing:       



Aggregate Principal Amount of Borrowing:       



	 	 	 
	Principal Amount*

	 	Bid Maturity Date+
	 

	 	 
	$     

	 	     
	$     

	 	     
	$     

	 	     
	$     

	 	     
	$     

	 	     







	*	 	Borrower reserves the right to reduce or apportion this amount during the Bid selection
process.






	 	 	+May not extend more than 30 days beyond the 5-Year Maturity Date






CHS INC.




By:

Name:

Title:




Exhibit 3.3




to Credit Agreement

BID REQUEST

(5-Year Facility)




	 	 	 	 	 
	VIA FACSIMILE (303) 740-4100
	 	____________,201__
	To:

From:

	 	CHS Inc. (“Borrower”) and the Bid Agent

[NAME OF SYNDICATION PARTY]
	 	










	 	 	 	Re: 2011 Credit Agreement (5-Year Revolving Loan) (as amended from time to time,
the “Credit Agreement”) dated as of September 27, 2011, among Borrower, CoBank, ACB
(“CoBank” and, in its capacity as such, the “Administrative Agent” and the “Bid
Agent”), and the other Syndication Parties signatory thereto.





In response to the Bid Request of Borrower dated      , 201      , we hereby offer to make Bid
Advance(s) in the following principal amount(s), with the following Bid Maturity Date(s) and at the
following interest rate(s) (all capitalized terms used herein and not defined herein shall have the
meaning given them in the Credit Agreement):



	 	 	 	 	 
	 	 	Bid

	 	

	 	 	 

	 	

	Principal Amount
	 	Maturity Date

	 	Bid* Rate
	 
	 	 

	 	 
	$     
	 	     

	 	     
	$     
	 	     

	 	     
	$     
	 	     

	 	     







	*	 	Specify rate of interest per annum (to the nearest 1/10,000 of 1%).





The offer set forth in this Bid expires at 11:00 A.M. (Central time) on the date hereof
to the extent not accepted by Borrower on or before such time. Each offer set forth above is
irrevocable, but is subject to the satisfaction of the applicable conditions set forth in Articles
3 and 10 of the Credit Agreement.



	 	 	 	 	 
	Person to contact:       .

	Telephone Number:

	 	(
	 	)      

[Name of Bank]






Dated:      , 201       By:       



Name:



Title:



Exhibit 3.4

to Credit Agreement

BID SELECTION NOTICE

(5-Year Facility)




	 	 	 	 	 
	To:

From:

	 	Bid Agent

CHS Inc. (“Borrower”)
	 	     ,201_












	 	 	 	Re: 2011 Credit Agreement (5-Year Revolving Loan) (as amended from time to time,
the “Credit Agreement”) dated as of September 27, 2011, among Borrower, CoBank, ACB
(“CoBank” and, in its capacity as such, the “Administrative Agent” and the “Bid
Agent”), and the other Syndication Parties signatory thereto.





Borrower hereby accepts the Syndication Party’s offer, set forth in its Bid dated—,
201      , for Bid Advances in the following principal amount(s), and for the following Bid Maturity
Date(s), and at the following interest rate(s) (all capitalized terms used herein and not defined
herein shall have the meaning given them in the Credit Agreement):



	 	 	 	 	 	 	 
	 	 	 	 	Bid	 	 
	Syndication Party	 	Principal Amount	 	Maturity Date	 	Bid Rate
	     

	 	$     
	 	     
	 	     
	     

	 	$     
	 	     
	 	     
	     

	 	$     
	 	     
	 	     






CHS INC.



By:       

Name:

Title:




Dated:      , 201      



Exhibit 5.1

to Credit Agreement

CONVERSION OR CONTINUATION NOTICE NO.

, 201__




	 	 	 
	To:

Re:
	 	Administrative Agent

From: CHS Inc. (“Borrower”)

2011 Credit Agreement (5-Year Revolving Loan) (as amended from time to

time, the “Credit Agreement”) dated as of September 27, 2011, among

Borrower, CoBank, ACB (“CoBank” and, in its capacity as such, the

“Administrative Agent” and the “Bid Agent”), and the other Syndication

Parties signatory thereto.







Pursuant to Section 5.1.2 of the Credit Agreement, Borrower hereby gives notice of its desire
to, in accordance with the terms set forth below (all capitalized terms used herein and not defined
herein shall have the meaning given them in the Credit Agreement) [select one]:




? Convert a Base Rate Loan to a LIBO Rate Loan;




? Continue a LIBO Rate Loan.




	 	(a)	 	The [conversion of the Base Rate Loan to a LIBO Rate Loan] [continuation of a
LIBO Rate Loan] requested pursuant to this Conversion or Continuation Notice shall be
made on       , 201       [the date inserted must be a Banking Day and at least
three (3) Banking Days prior to the date hereof].






	 	(b)	 	The aggregate principal amount [to be converted from a Base Rate Loan][of the
LIBO Rate Loan to be continued] hereunder shall be        Dollars ($
     ).






	 	(c)	 	The LIBO Rate Period shall be        month[s] [select one, two, three or six
months period].






CHS INC.




By:

Name:

Title:




Exhibit 9.3

to Credit Agreement

Litigation




None.



Exhibit 9.8

to Credit Agreement

Payment of Taxes




None.



Exhibit 9.10

to Credit Agreement

Employee Benefit Plans




CHS Inc. Sponsored Benefit Plans — Plan Name and Number


Plan 001 — CHS Inc. Pension Plan


Plan 002 — CHS Inc. Pension Plan for Production Employees


Plan 014 — CHS Inc. 401(k) Plan


Plan 028 — CHS Inc. 401(k) for Production Employees


Plan 503 — CHS Inc. Comprehensive Welfare Plan — Sub-plans listed under Plan 503 as follows:



CHS Inc. Medical Program



CHS Inc. Retiree Medical Program



CHS Inc. Dental, Vision and Hearing Program



CHS Inc. Flexible Benefit Program



CHS Inc. Short-Term/Temporary Disability Income/Accident and Sick



CHS Inc. Long Term Disability Plan



CHS Group Life



CHS Inc. Severance Program “B” for Job Eliminations



CHS Inc. Severance Program “A” for Job Eliminations



Plan 519 — CHS Inc. Educational Assistance Plan


Plan 520 — CHS Inc. Employee Assistance Plan


Plan 524 — CHS Inc. Long Term Care Plan



Multi-Employer / Multiple Employer Plans to which the company is required to make
contributions:


Cooperative Pension Plan (Daeske Pension Plan)


Co-op Retirement Plan (Wallace County/Sharon Springs/Holdrege/Holyoke)


Plumbers and Pipefitters National Pension Fund (Minneapolis Pipefitters)


The Western Conference of Teamsters Pension Plan (Western Conference of Teamsters)


The Washington Teamsters Welfare Plan (Western Conference of Teamsters)


The Oregon Teamsters Health & Welfare Plan (Western Conference of Teamsters)


Central States Southeast and Southwest Areas Health & Welfare Plan (Central States)


CHS and Local 21 Kalama Welfare Plan (Kalama)


CHS and Local 21 Kalama Pension Plan (Kalama)



CHS Inc. Non-Qualified Plans


CHS Inc. Non employee Director Retirement Plan


CHS Inc. Supplemental Executive Retirement Plan (SERP)


CHS Inc. Special Supplemental Executive Retirement Plan (SERP)


CHS Inc. Supplemental Savings Plan (Deferred Compensation Plan)


CHS Inc. Deferred Compensation Plan



32



NCRA Plan Name and Number


Plan 001 – NCRA Employee Retirement Plan


Plan 002 – NCRA Thrift Plan


Plan 003 – NCRA Savings and Retirement Plan


Plan 004 – NCRA Union Savings Plan


Plan 502 – NCRA Benefit Program for Non Bargaining Employees


Plan 503 – NCRA Benefit Program for Bargaining Employees



NCRA Non-Qualified Plans


Deferred Compensation



Supplemental Employee Retirement Plan (SERP)Exhibit 9.11

to Credit Agreement

EQUITY INVESTMENTS

CHS Inc.

Investments > $5,000,000




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Balance	 	Eliminations	 	Consolidated
	 	 	07/31/11	 	 	 	 	 	7/31/11
	Ag Processing
	 	 	17,875,716	 	 	 	 	 	 	 	17,875,716	 
	CME-Chicago Mercantile Exchange
	 	 	5,215,620	 	 	 	 	 	 	 	5,215,620	 
	CoBank
	 	 	13,107,026	 	 	 	 	 	 	 	13,107,026	 
	Land O’ Lakes, Inc.
	 	 	52,970,166	 	 	 	 	 	 	 	52,970,166	 
	Universal Cooperatives, Inc.
	 	 	7,034,685	 	 	 	 	 	 	 	7,034,685	 
	INVESTMENTS IN COOPERATIVES & OTHER
	 	 	96,203,213	 	 	 	—	 	 	 	96,203,213	 
	CONSOLIDATED INVESTMENTS
	 	 	 	 	 	 	 	 	 	 	 	 
	Country Operations Shell Subsidiaries
	 	 	38,592,122	 	 	 	(38,592,122	)	 	 	—	 
	Ag States Agency
	 	 	11,143,415	 	 	 	(11,143,415	)	 	 	—	 
	Cenex Pipeline Company
	 	 	64,370,210	 	 	 	(64,370,210	)	 	 	—	 
	CHS Argentina
	 	 	6,283,364	 	 	 	(6,283,364	)	 	 	 	 
	CHS Europe
	 	 	29,990,715	 	 	 	(29,990,715	)	 	 	—	 
	Cofina Financial, LLC
	 	 	84,444,427	 	 	 	(84,444,427	)	 	 	—	 
	Front Range Pipeline Co
	 	 	63,824,778	 	 	 	(63,824,778	)	 	 	—	 
	Geneva
	 	 	35,270,407	 	 	 	(35,270,407	)	 	 	—	 
	HSC Brazil
	 	 	11,750,000	 	 	 	(11,750,000	)	 	 	—	 
	Omega Terminal
	 	 	9,617,276	 	 	 	(9,617,276	)	 	 	—	 
	CHS Canada, Inc.
	 	 	15,554,761	 	 	 	(15,554,761	)	 	 	—	 
	Country Hedging
	 	 	10,875,000	 	 	 	(10,875,000	)	 	 	—	 
	National Co-op Refinery Association Consolidated
	 	 	931,217,380	 	 	 	(931,217,380	)	 	 	—	 
	TOTAL CONSOLIDATED INVESTMENTS
	 	 	1,312,933,855	 	 	 	(1,312,933,855	)	 	 	—	 
	COUNTRY OPERATIONS, ENERGY, GRAIN MARKETING JV’S
	 	 	 	 	 	 	 	 	 	 	 	 
	Tacoma Export Marketing Co, (Temco)
	 	 	45,795,701	 	 	 	 	 	 	 	45,795,701	 
	Cornerstone Ag, LLC
	 	 	6,458,368	 	 	 	 	 	 	 	6,458,368	 
	Other NCRA Investments
	 	 	5,915,347	 	 	 	(711,425	)	 	 	5,203,922	 
	TOTAL CORP, AGRONOMY, ENERGY, GRN MKTG
	 	 	58,169,416	 	 	 	(711,425	)	 	 	57,457,991	 
	WHEAT MILLING JOINT VENTURES
	 	 	 	 	 	 	 	 	 	 	 	 
	Horizon Milling, LLC
	 	 	77,874,990	 	 	 	 	 	 	 	77,874,990	 
	Horizon Milling Canada GP
	 	 	20,992,418	 	 	 	 	 	 	 	20,992,418	 
	TOTAL WHEAT JV’S
	 	 	98,867,408	 	 	 	—	 	 	 	98,867,408	 
	FOODS JOINT VENTURES
	 	 	 	 	 	 	 	 	 	 	 	 
	Ventura Foods, LLC
	 	 	279,737,544	 	 	 	 	 	 	 	279,737,544	 
	TOTAL FOODS JOINT VENTURES
	 	 	279,737,544	 	 	 	—	 	 	 	279,737,544	 
	TOTAL INVESTMENTS
	 	 	1,845,911,436	 	 	 	(1,313,645,280	)	 	 	532,266,156	 
	NCRA Loan
	 	 	50,000,000	 	 	 	(50,000,000	)	 	 	—	 
	CHS Europe Loan
	 	 	20,000,000	 	 	 	(20,000,000	)	 	 	 	 
	CHS IH Loan
	 	 	37,949,311	 	 	 	(37,949,311	)	 	 	 	 
	GN Terminal Enterprises Loan
	 	 	15,000,000	 	 	 	 	 	 	 	15,000,000	 
	ACG Trade Loan
	 	 	5,040,000	 	 	 	 	 	 	 	5,040,000	 
	TOTAL
	 	 	1,973,900,747	 	 	 	(1,421,594,591	)	 	 	552,306,156	 






Exhibit 9.14

to Credit Agreement

Environmental Compliance 




The Borrower is a party or could become a party to various environmental claims,
investigations and remediations; however, management believes, based on the information available
to date and the resolution of prior proceedings, that the ultimate liability of all environmental
claims and proceedings will not have a material impact on the financial condition of the Borrower.



Exhibit 9.23

to Credit Agreement

Labor Matters and Labor Agreements 




None.



Exhibit 12.8(f)

to Credit Agreement

EXISTING INVESTMENTS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Balance	 	Eliminations	 	Consolidated
	 	 	07/31/11	 	 	 	 	 	07/31/11
	Ag Processing
	 	 	17,875,716	 	 	 	 	 	 	 	17,875,716	 
	CME-Chicago Mercantile Exchange
	 	 	5,215,620	 	 	 	 	 	 	 	5,215,620	 
	CBOE-Chicago Board Options Exchange
	 	 	494,132	 	 	 	 	 	 	 	494,132	 
	Clarkson Grain Co.
	 	 	600,000	 	 	 	 	 	 	 	600,000	 
	CoBank
	 	 	13,107,026	 	 	 	 	 	 	 	13,107,026	 
	Cooperative Finance Association
	 	 	569,529	 	 	 	 	 	 	 	569,529	 
	IAAC Farmers Comm
	 	 	956,528	 	 	 	 	 	 	 	956,528	 
	International Malting — Lesaffre
	 	 	700,000	 	 	 	 	 	 	 	700,000	 
	Land O’ Lakes, Inc.
	 	 	52,970,166	 	 	 	 	 	 	 	52,970,166	 
	Lewis-Clark Terminal, Inc.
	 	 	1,081,105	 	 	 	 	 	 	 	1,081,105	 
	Servi-Tech, Inc.
	 	 	296,928	 	 	 	 	 	 	 	296,928	 
	Universal Cooperatives, Inc.
	 	 	7,034,685	 	 	 	 	 	 	 	7,034,685	 
	Electric & Telephone Coops
	 	 	1,247,478	 	 	 	 	 	 	 	1,247,478	 
	Other Cooperatives, Etc.
	 	 	4,836,141	 	 	 	(7,800	)	 	 	4,828,341	 
	Local Patron Coops
	 	 	2,496,169	 	 	 	—	 	 	 	2,496,169	 
	Other
	 	 	659,766	 	 	 	 	 	 	 	659,766	 
	INVESTMENTS IN COOPERATIVES & OTHER
	 	 	110,140,991	 	 	 	(7,800	)	 	 	110,133,191	 
	CONSOLIDATED INVESTMENTS
	 	 	 	 	 	 	 	 	 	 	 	 
	CoFina Financial, LLC
	 	 	84,444,427	 	 	 	(84,444,427	)	 	 	—	 
	TOTAL CONSOLIDATED INVESTMENTS
	 	 	84,444,427	 	 	 	(84,444,427	)	 	 	—	 
	CROP NUTRIENTS, AGRONOMY, ENERGY, GRAIN MARKETING
JV’S
	 	 	 	 	 	 	 	 	 	 	 	 
	Alton
	 	 	218,244	 	 	 	 	 	 	 	218,244	 
	Groton
	 	 	168,498	 	 	 	 	 	 	 	168,498	 
	Latty, OH
	 	 	2,009,890	 	 	 	 	 	 	 	2,009,890	 
	ACG Trade
	 	 	3,049,544	 	 	 	 	 	 	 	3,049,544	 
	Cenex Canada
	 	 	5,834	 	 	 	 	 	 	 	5,834	 
	Green Bay Terminal Corp.
	 	 	458,041	 	 	 	 	 	 	 	458,041	 
	Imperial Valley, LLC
	 	 	2,348,740	 	 	 	 	 	 	 	2,348,740	 
	Oregana
	 	 	125,764	 	 	 	 	 	 	 	125,764	 
	Serseris
	 	 	2,417,101	 	 	 	 	 	 	 	2,417,101	 
	Silotrans Transporter
	 	 	93,207	 	 	 	 	 	 	 	93,207	 
	SLE Land
	 	 	129,260	 	 	 	 	 	 	 	129,260	 
	Tacoma Export Marketing Co, (Temco)
	 	 	45,795,701	 	 	 	 	 	 	 	45,795,701	 
	United Harvest, LLC
	 	 	2,704,043	 	 	 	 	 	 	 	2,704,043	 
	United Country Brands 100% (Agriliance LLC 50%)
	 	 	(26,707,083	)	 	 	 	 	 	 	(26,707,083	)
	United Country Brands Goodwill
	 	 	27,284,357	 	 	 	 	 	 	 	27,284,357	 
	Wabash Valley Grain
	 	 	3,707,096	 	 	 	 	 	 	 	3,707,096	 
	NCRA — Investments in LLC’s
	 	 	5,915,347	 	 	 	(711,425	)	 	 	5,203,922	 
	TOTAL CORP, AGRONOMY, ENERGY, GRN MKTG
	 	 	69,723,583	 	 	 	(711,425	)	 	 	69,012,158	 
	COUNTRY OPS & BUSINESS SOLUTIONS
	 	 	 	 	 	 	 	 	 	 	 	 
	Advanced Energy LLC
	 	 	1,083,472	 	 	 	 	 	 	 	1,083,472	 
	Allied Agronomy, LLC
	 	 	1,510,965	 	 	 	 	 	 	 	1,510,965	 
	Central Montana Propane, LLC
	 	 	944,022	 	 	 	 	 	 	 	944,022	 
	Central Plains Ag Services
	 	 	4,489,100	 	 	 	 	 	 	 	4,489,100	 
	CHS/ADM, LLC
	 	 	1,949,024	 	 	 	 	 	 	 	1,949,024	 
	Cobank Investment held by Cofina
	 	 	98,789	 	 	 	 	 	 	 	98,789	 
	Colorado Retail Venture, LLC
	 	 	1,807,668	 	 	 	 	 	 	 	1,807,668	 
	Cornerstone AG, LLC
	 	 	6,458,368	 	 	 	 	 	 	 	6,458,368	 
	Other Investments Held by Dakota Agronomy
Partners
	 	 	42,636	 	 	 	 	 	 	 	42,636	 
	Dakota Quality Grain, LLC
	 	 	3,682,536	 	 	 	 	 	 	 	3,682,536	 
	Energy Partners, LLC
	 	 	3,497,381	 	 	 	 	 	 	 	3,497,381	 
	Other Investments Held by Erskine Grain Terminal
	 	 	67,998	 	 	 	 	 	 	 	67,998	 
	Genetic Marketing Group, LLC
	 	 	23,964	 	 	 	 	 	 	 	23,964	 
	Mountain Country, LLC
	 	 	611,315	 	 	 	 	 	 	 	611,315	 
	Mountain View of Montana, LLC
	 	 	1,462,526	 	 	 	 	 	 	 	1,462,526	 
	Norick Risk Funding Concepts, LLC
	 	 	1,707,975	 	 	 	 	 	 	 	1,707,975	 
	Prairie Lakes Grain Storage, LLC
	 	 	73,669	 	 	 	 	 	 	 	73,669	 
	Quality Farm & Ranch, LLC
	 	 	1,333,336	 	 	 	 	 	 	 	1,333,336	 
	Russell Consulting Group
	 	 	2,557,684	 	 	 	 	 	 	 	2,557,684	 
	United Hardware, Inc LLC
	 	 	17,972	 	 	 	 	 	 	 	17,972	 
	WHYHAP
	 	 	35,440	 	 	 	 	 	 	 	35,440	 
	TOTAL COUNTRY OPS & BUSINESS SOLUTIONS
	 	 	33,455,840	 	 	 	—	 	 	 	33,455,840	 
	WHEAT MILLING JOINT VENTURES
	 	 	 	 	 	 	 	 	 	 	 	 
	Horizon Milling, LLC
	 	 	77,874,990	 	 	 	 	 	 	 	77,874,990	 
	Horizon Milling Canada GP
	 	 	20,992,418	 	 	 	 	 	 	 	20,992,418	 
	TOTAL WHEAT JV’S
	 	 	98,867,408	 	 	 	—	 	 	 	98,867,408	 
	FOODS JOINT VENTURES
	 	 	 	 	 	 	 	 	 	 	 	 
	Ventura Foods, LLC
	 	 	279,737,544	 	 	 	 	 	 	 	279,737,544	 
	TOTAL FOODS JOINT VENTURES
	 	 	279,737,544	 	 	 	—	 	 	 	279,737,544	 
	TOTAL INVESTMENTS
	 	 	676,369,793	 	 	 	(85,163,652	)	 	 	591,206,141	 
	GN Terminal Enterprise Loan
	 	 	15,000,000	 	 	 	 	 	 	 	15,000,000	 
	ACG Trade Loan
	 	 	5,040,000	 	 	 	 	 	 	 	5,040,000	 
	TOTAL
	 	 	696,409,793	 	 	 	(85,163,652	)	 	 	611,246,14	 






Exhibit 15.27

to Credit Agreement

SYNDICATION ACQUISITION AGREEMENT




This Syndication Acquisition Agreement entered into this        day of       , 201      (“Effective Date”)
pursuant to the Credit Agreement (as defined below) by and between CoBank, ACB, in its capacity as
the Administrative Agent under the Credit Agreement (in such role, “Administrative Agent”),
     , a Syndication Party under the Credit Agreement (“Transferor”), and      
(“Purchaser”).



Recitals



A. Pursuant to the 2011 Credit Agreement (5-Year Revolving Loan) by and between the
Administrative Agent, the Syndication Parties named therein, and CHS Inc. (“Borrower”), dated as of
September 27, 2011 (as amended and as it may be amended in the future, the “Credit Agreement”), the
Syndication Parties have agreed to provide, limited to their respective Individual 5-Year
Commitments and Pro Rata Shares, financing to Borrower through the 5-Year Facility, to be used for
the purposes set forth in the Credit Agreement.



B. Transferor wishes to sell and assign a portion of the principal amounts outstanding under
the 5-Year Facility and/or its obligations under a portion of its Individual 5-Year Commitment
(“5-Year Loan Interest”), as indicated on Exhibit A hereto, and Purchaser wishes to purchase and
assume such 5-Year Loan Interest [IF TRANSFEROR IS ALSO THE ADMINISTRATIVE AGENT, INSERT THE
FOLLOWING (as Syndication Party, and not as the Administrative Agent)] under the Credit Agreement.



Agreement



For good and valuable consideration, the receipt and sufficiency of which the parties hereto
hereby acknowledge, and each to induce the others to enter into this Syndication Acquisition
Agreement (“Agreement”), the parties hereto hereby agree as follows:




DEFINITIONS



Capitalized terms used herein without definition shall have the meaning given them in the
Credit Agreement, if defined therein.



“Loan” as used herein shall, where the context requires, mean the 5-Year Facility with respect
to which Purchaser has acquired its 5-Year Loan Interest hereunder.



1. Purchase and Sale of Syndication Interest.



1.1. Purchaser hereby purchases from Transferor and Transferor hereby sells to Purchaser,
pursuant to the terms and conditions contained herein and in Article 15 of the Credit Agreement, a
Syndication Interest equal to the Individual 5-Year Commitment as set forth in Exhibit A
hereto (“Purchaser’s 5-Year Loan Commitment Amount”) and a portion of the amount outstanding under
the 5-Year Facility as of the Effective Date determined by application of the 5-Year Loan
Percentage as set forth in Exhibit A hereto (“Purchaser’s Outstanding 5-Year Loan
Obligations Amount”), and a proportionate undivided interest in the Loan Documents (other than the
Notes payable to the other Syndication Parties), and all applicable amounts owing and all
applicable payments made by Borrower thereunder (excluding Borrower’s obligation to purchase Bank
Equity Interests, and patronage dividends and patronage shares paid or payable on account of such
Bank Equity Interests). Purchaser’s Outstanding 5-Year Loan Obligations Amount shall be allocated
(a) to Bid Loans only if, and to the extent, expressly provided in Exhibit A hereto; and
(b) except as provided pursuant to clause (a), proportionately in all of the 5-Year Advances, as
applicable, outstanding on the Effective Date.



1.2. Purchaser’s obligation as set forth in Section 1.1 above to purchase the Purchaser’s
5-Year Loan Commitment Amount (individually or collectively “Purchaser’s Commitment Amount”) shall,
subject to the terms and conditions hereof and of Article 15 of the Credit Agreement, be
continuing, unconditional, and irrevocable. Purchaser’s acquisition of Purchaser’s Commitment
Amount shall be without recourse to Transferor and shall not be construed as a loan from Purchaser
to Transferor. The term Purchaser’s Outstanding 5-Year Loan Obligations Amount may be hereinafter
referred to as the “Purchaser’s Outstanding Obligations Amount” and, collectively with Purchaser’s
Commitment Amount as “Purchaser’s Syndication Interest”.



1.3. Purchaser agrees to remit to Transferor on the Effective Date, the Purchaser’s
Outstanding Obligations Amount. Transferor and Purchaser agree to make settlement among themselves,
without involvement of the Administrative Agent, with respect to any interest accrued and
outstanding on the Purchaser’s Outstanding Obligations Amount as of the Effective Date.



1.4. Purchaser agrees to, as of the Effective Date, and at all times thereafter, comply with
all of the obligations of a Syndication Party holding an Individual 5-Year Commitment as such
obligations are set forth in the Credit Agreement.



1.5. Transferor agrees to pay, or cause Purchaser to pay, to the Administrative Agent on the
Effective Date: (a) if applicable, a fee in the amount of $3,500.00 for processing Purchaser’s
acquisition of the Purchaser’s Commitment Amount, and (b) the Administrative Agent’s out of pocket
fees and expenses incurred in connection with the transaction described herein, including its
attorney’s fees.



2. Purchaser’s Representations, Warranties, and Agreements.



2.1. Purchaser represents and warrants that: (a) the making and performance of this Agreement
including its agreement to be bound by the Credit Agreement is within its power and has been duly
authorized by all necessary corporate and other action by it; (b) this Agreement is in compliance
with all applicable laws and regulations promulgated thereunder and entering into this Agreement
and performance of its obligations hereunder and under the Credit Agreement will not conflict with
nor constitute a breach of its charter or by-laws nor any agreements by which it is bound, and will
not violate any judgment, decree or governmental or administrative order, rule or regulation
applicable to it; (c) no approval, authorization or other action by, or declaration to or filing
with, any governmental or administrative authority or any other Person is required to be obtained
or made by it in connection with the execution, delivery and performance of its duties under this
Agreement and the Credit Agreement; (d) this Agreement has been duly executed by it, and, this
Agreement and the Credit Agreement, constitute its legal, valid, and binding obligation,
enforceable in accordance with their terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the
rights of creditors generally and general equitable principles (regardless of whether such
enforceability is considered in a proceeding at law or in equity); and (e) the act of entering into
and performing its obligations under this Agreement and the Credit Agreement have been approved by
its board of directors at an authorized meeting thereof (or by written consent in lieu of a
meeting) and such action was duly noted in the written minutes of such meeting, and that it will,
if requested by the Administrative Agent, furnish the Administrative Agent with a certified copy of
such minutes or an excerpt therefrom reflecting such approval.



2.2. Purchaser further represents that it is entitled to receive any payments to be made to it
under the Credit Agreement without the withholding of any tax and will furnish to the
Administrative Agent and to Borrower such forms, certifications, statements and other documents as
the Administrative Agent or Borrower may request from time to time to evidence Purchaser’s
exemption from the withholding of any tax imposed by any jurisdiction or to enable the
Administrative Agent or Borrower, as the case may be, to comply with any applicable laws or
regulations relating thereto. Without limiting the effect of the foregoing, if Purchaser is not
created or organized under the laws of the United States of America or any state thereof, Purchaser
will furnish to the Administrative Agent and Borrower the IRS Forms described in Section 15.31 of
the Credit Agreement, or such other forms, certifications, statements or documents, duly executed
and completed by Purchaser, as evidence of Purchaser’s exemption from the withholding of United
States tax with respect thereto. Notwithstanding anything herein to the contrary, Borrower shall
not be obligated to make any payments to Purchaser until Purchaser shall have furnished to the
Administrative Agent and Borrower the requested form, certification, statement or document.



2.3. Purchaser acknowledges receipt of true and correct copies of all Loan Documents from
Transferor and agrees and represents that: (a) it has relied upon its independent review of (i) the
Loan Documents, and (ii) any information independently acquired by it from Borrower or otherwise in
making its decision to acquire an interest in the Loan independently and without reliance on
Transferor or the Administrative Agent; (b) it has obtained such information as it deems necessary
(including any information it independently obtained from Borrower or others) prior to making its
decision to acquire the Purchaser’s Syndication Interest; (c) it has made its own independent
analysis and appraisal of and investigation into Borrower’s authority, business, operations,
financial and other condition, creditworthiness, and ability to perform its obligations under the
Loan Documents and has relied on such review in making its decision to acquire the Purchaser’s
Syndication Interest, and will continue to rely solely upon its independent review of the facts and
circumstances related to Borrower, and without reliance upon Transferor or the Administrative
Agent, in making future decisions with respect to all matters under or in connection with the Loan
Documents and its participation in the Loan as a Syndication Party.



2.4. Purchaser acknowledges and agrees that: (a) neither the Administrative Agent nor
Transferor has made any representation or warranty, except as expressly stated in the Credit
Agreement and this Agreement, nor do they assume any responsibility with respect to the due
execution, validity, sufficiency, enforceability or collectibility of the Loan, the Loan Documents
or the Notes or with respect to the accuracy and completeness of matters disclosed, represented or
warranted in the Loan Documents by Borrower (including financial matters); (b) neither the
Administrative Agent nor Transferor assumes any responsibility for the financial condition of
Borrower or for the performance of Borrower’s obligations under the Loan Documents; (c) except as
otherwise expressly provided in this Agreement or the Credit Agreement, neither Transferor nor the
Administrative Agent nor any other Syndication Party shall have any duty or responsibility to
furnish to any other Syndication Parties any credit or other information concerning Borrower which
may come into its or their possession.



2.5. Purchaser: (a) agrees that it will not sell, assign, convey or otherwise dispose of
(“Transfer”), or create or permit to exist any lien or security interest on, all or any part of its
Syndication Interest in the Loan to any Person (“Transferee”) without the prior written consent of
the Administrative Agent and Borrower (which consent will not be unreasonably withheld; provided
that such consent will not be required in the case of an assignment to a Syndication Party, an
Affiliate of a Syndication Party or an Approved Fund; provided, further, that Borrower shall have
no approval rights upon the occurrence and during the continuance of an Event of Default; and
provided, further, that Borrower shall be deemed to have consented to any such assignment unless it
shall object thereto by written notice to the Administrative Agent within five (5) Banking Days
after having received notice thereof), provided that (i) any such Transfer (except a Transfer to
another Syndication Party, an Affiliate of a Syndication Party or an Approved Fund or a Transfer by
CoBank) must be in a minimum amount of $10,000,000.00, unless it Transfers the full amount of its
Syndication Interest; (ii) Purchaser and each Syndication Party must maintain an Individual 5-Year
Commitment of no less than $5,000,000.00, unless it Transfers its entire Syndication Interest;
(iii) the Transferee must execute an agreement substantially in the form of Exhibit 15.27 to the
Credit Agreement and assume all of the obligations thereunder of the Syndication Party making such
Transfer (“Transferor”) and execute such documents as the Administrative Agent may reasonably
require; and (iv) the Transferor must pay, or cause the Transferee to pay, the Administrative Agent
an assignment fee of $3,500.00 (“Assignment Fee”) (provided that the requirement to pay such fee
may be waived by the Administrative Agent in its sole discretion), unless the assignment is to an
Affiliate of such Syndication Party or to another Syndication Party or an Approved Fund, in which
case no assignment fee will be required; (b) understands and agrees that (i) it may participate any
part of its interest in the Loans to any Person (“Participant”) with prior written notice to (but
without the consent of) the Administrative Agent and Borrower, and (ii) in the event of any such
participation: (A) its obligations hereunder will not change on account of such participation; (B)
the Participant will have no rights under this Credit Agreement, including, without limitation,
voting rights (except as provided in Section 15.28 of the Credit Agreement with respect to Voting
Participants) or the right to receive payments or distributions; and (C) the Administrative Agent
shall continue to deal directly with the Transferor with respect to the Loans (including with
respect to voting rights, except as provided in Section 15.28 of the Credit Agreement with respect
to Voting Participants) as though no participation had been granted and will not be obligated to
deal directly with any Participant (except as provided in Section 15.28 of the Credit Agreement
with respect to Voting Participants); and (c) agrees that it will not divulge any non-public
information regarding Borrower which it acquires on account of its being a Syndication Party to any
third Persons not an employee or agent of Purchaser except (i) as may be required by law, rule,
regulation, or court order, (ii) in connection with an examination of its books or affairs by any
of its regulatory agencies or accountants, or (iii) in connection with a Transfer of, or the sale
of a participation interest in, its Syndication Interest in accordance with the Credit Agreement.
Notwithstanding any provision contained herein to the contrary, (i) any Syndication Party may at
any time pledge or assign all or any portion of its interest in its rights under this Credit
Agreement to secure obligations of such Syndication Party, including any pledge or assignment to
secure obligations to any Federal Reserve Bank or central bank having jurisdiction over such
Syndication Party or to any Farm Credit Bank or Transfer its Syndication Interest to an affiliate
bank if and to the extent required under applicable law in order to pledge such interest to such
central bank, provided that no pledge or assignment pursuant to this clause (i) shall release such
Syndication Party from its obligations hereunder or substitute any such pledge or assignee for such
Syndication Party as a party hereto, and (ii) no Syndication Party shall be permitted to Transfer,
or sell a participation in, any part of its Syndication Interest to (A) Borrower or any of
Borrower’s Affiliates or Subsidiaries, (B) any Defaulting Syndication Party or any of its
Subsidiaries, (C) any Person, who, upon becoming a Syndication Party hereunder, would constitute
any of the foregoing persons described in the foregoing clause (B) or (D) a natural Person.



2.6. Purchaser:




2.6.1 Irrevocably consents and submits to the non-exclusive jurisdiction of any New
York State court or (if applicable subject matter jurisdictional requirements are
present) Federal court of the United States of America, sitting in New York County,
New York, and any appellate court from any thereof, and waives any objection based
on venue or forum non conveniens with respect to any action instituted
therein arising under this Agreement or the Credit Agreement or in any way connected
with or related or incidental to the dealings of the parties hereto in respect of
this Agreement or the Credit Agreement or the transactions related hereto, in each
case whether now existing or hereafter arising, and whether in contract, tort,
equity or otherwise, and agrees that any dispute with respect to any such matters
may be heard in the courts described above, as the Administrative Agent may elect.




2.6.2 With respect to litigation concerning this Agreement or the Credit Agreement,
Purchaser hereby agrees that any litigation with respect to the Credit Agreement or
to enforce any judgment obtained against such Person for breach of the Credit
Agreement or under the Notes or other Loan Documents may be brought in any New York
State court or (if applicable subject matter jurisdictional requirements are
present) Federal court of the United States of America, in each case sitting in New
York County, New York, and any appellate court from any thereof, as the
Administrative Agent may elect; and, by execution and delivery of this Syndication
Acquisition Agreement, Purchaser irrevocably submits to such jurisdiction. With
respect to litigation concerning the Credit Agreement or under the Notes or other
Loan Documents, Purchaser hereby irrevocably appoints, until six (6) months after
the expiration of the 5-Year Maturity Date (as it may be extended at anytime),
[      ], or such other Person as it may designate to the Administrative Agent, in
each case with offices in New York, New York and otherwise reasonably acceptable to
the Administrative Agent to serve as the agent of Purchaser to receive for and on
its behalf at such agent’s New York, New York office, service of process, which
service may be made by mailing a copy of any summons or other legal process to such
Person in care of such agent. The receipt by such agent and/or by Purchaser of such
summons or other legal process in any such litigation shall be deemed personal
service and acceptance by Purchaser for all purposes of such litigation. Borrower
and each Syndication Party hereby irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, any objection which it may now
or hereafter have to the laying of venue of any suit, action or proceeding arising
out of or relating to this Credit Agreement or the other Loan Documents in any New
York State or Federal court. Each of the parties hereto hereby irrevocably waives,
to the fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.




2.6.3 HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE
OF ACTION (a) ARISING UNDER THIS AGREEMENT OR THE CREDIT AGREEMENT OR (b) IN ANY WAY
CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN
RESPECT OF THIS AGREEMENT OR THE CREDIT AGREEMENT OR THE TRANSACTIONS RELATED
THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN
CONTRACT, TORT, EQUITY OR OTHERWISE. PURCHASER HEREBY AGREES AND CONSENTS THAT ANY
SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL
WITHOUT A JURY AND THAT, AGENT, TRANSFEROR, OR ANY SYNDICATION PARTY MAY FILE AN
ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE
OF THE CONSENT OF PURCHASER TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.



3. Representations of the Administrative Agent and Transferor.



3.1. Transferor and the Administrative Agent represent and warrant that (a) Transferor’s
Individual 5-Year Commitment is not less than Purchaser’s 5-Year Loan Commitment Amount, and (b)
the total principal amount advanced and outstanding by Transferor under the 5-Year Facility as of
the Effective Date is not less than Purchaser’s Outstanding 5-Year Loan Obligations Amount.



4. General.



4.1. Purchaser’s address for notice under Section 16.4 of the Credit Agreement shall be as set
forth on its signature page hereto as “Contact Name”.



33



IN WITNESS HEREOF, the parties hereto have caused this Syndication Acquisition Agreement to be
executed as of the Effective Date by their duly authorized representatives.




Administrative Agent


(as Administrative Agent):




COBANK, ACB




By:

Name:

Title:





Transferor:




By:

Name:

Title:




BORROWER’S CONSENT




Borrower hereby signifies its consent to Transferor’s sale of the Purchaser’s Syndication
Interest to Purchaser as described above.




CHS INC.




By:

Name:

Title:




[Purchaser’s signature appears on the next page]






34







PURCHASER:




[Name]




By:

Name:

Title:





Contact Name:


Title:


Address:




e-mail address:


Phone No.:


Fax


No.:


Individual 5-Year Commitment: $.00


Payment Instructions:




Bank       




ABA -




Acct. Name:




Attention:




Ref: CHS



Exhibit A to

SYNDICATION ACQUISITION AGREEMENT




An Individual 5-Year Commitment of $       , and



The following percentage of the principal amount outstanding under 5-Year Facility:      %
(“5-Year Loan Percentage”)



If the following blank is completed, Purchaser’s Outstanding 5-Year Loan Obligations Amount
shall be allocated in the amount(s), and to the specific Bid Loan(s) as follows:       .



Exhibit 15.28

to Credit Agreement

Closing Date Voting Participants




	 	 	 
	Name and Address	 	Participation Amount
	Badgerland Financial, FLCA	 	$ 5,000,000.00
	4602 E. Washington Avenue	 	 
	Madison, WI 53707	 	 
	Attention: Larry Coulthard	 	 
	Phone: 608-241-5737, ext. 0179	 	 
	Facsimile: 608-241-4534	 	 
	E-Mail: larry.coulthard@badgerlandfinancial.com	 	 
	(Voting Participant in CoBank, ACB)	 	 
	Farm Credit Bank of Texas

4801 Plaza on the Lake Drive

Austin, TX 78746

Attention: Luis Requejo

Phone: 512-465-0774

Facsimile: 512-465-1832

E-Mail: luis.requejo@farmcreditbank.com

(Voting Participant in CoBank, ACB)

	 	$15,000,000.00















	 

	 	 
	Farm Credit Services of Mid-America, FLCA

1601 UPS Drive

Louisville, KY 40223

Attention: Ralph Bowman

Phone: 502-420-3918

Facsimile: 502-420-3618

E-Mail: rbowman@e-farmcredit.com

(Voting Participant in CoBank, ACB)

	 	$12,500,000.00















	 

	 	 
	FCS Commercial Finance Group

600 South Highway 169

Interchange Tower, Suite 850

Minneapolis, MN 55426

Attention: Warren Shoen

Phone: 952-428-7943

Facsimile: 952-513-9956

E-Mail: wshoen@farmcredit.com

(Voting Participant in CoBank, ACB)

	 	$11,500,000.00

















	 

	 	 
	1st Farm Credit Services, FLCA

2000 Jacobssen Drive

Normal, IL 61761

Attention: Dale Richardson

Phone: 630-527-6426

Facsimile: 630-527-9459

E-Mail: drichar@1stfarmcredit.com

(Voting Participant in CoBank, ACB)

	 	$7,500,000.00















	 

	 	 
	Northwest Farm Credit Services, FLCA

1700 South Assembly Street

Spokane, WA 99224

Attention: Jim Allen

Phone: 509-340-5555

Facsimile: 509-340-5503

E-Mail: participations@farm-credit.com

(Voting Participant in CoBank, ACB)

	 	$7,500,000.00















	 

	 	 
	U.S. AgBank, FCB

245 N. Waco

Wichita, KS 67202

Attention: Travis Ball

Phone: 316-266-5448

Facsimile: 316-291-5011

E-Mail: travis.ball@usagbank.com

(Voting Participant in CoBank, ACB)

	 	$10,000,000.00















	 

	 	 






Exhibit 15.29

to Credit Agreement




WIRE INSTRUCTIONS When funds are to be wired to CoBank, including in its role as the
Administrative Agent, by Borrower, the following wiring information must be used:




	 	 	To: CoBank, ACB ABA # 3070-8875-4






CHS Inc.


22274433


Attn: Syndications



WIRE INSTRUCTIONS When funds are to be wired to CoBank, including in its role as the
Administrative Agent, by any Syndication Party, such Syndication Party must use the wiring
information provided in the administrative details form provided to it by CoBank (as it may be
changed from time to time by notice to such Syndication Party).



WIRE INSTRUCTIONS When funds are to be wired to any Syndication Party, the wiring information
provided on the signature page of the Credit Agreement with respect to such Syndication Party (as
it may be changed from time to time by notice to the Administrative Agent) must be used.



WIRE INSTRUCTIONS When funds are to be wired to Borrower by the Administrative Agent or by any
Syndication Party, the following wiring information must be used:



	 	 	 
	To: CHS Inc.

Bank Name:
	 	

Wells Fargo Bank Minnesota, N.A.

420 Montgomery

San Francisco, CA 94104








Routing No. : 121000248


Account No.: 0000044070


SWIFT: WBFIUS6S



Schedule 1

to Credit Agreement (Revolving Loan)

SYNDICATION PARTIES AND INDIVIDUAL COMMITMENTS




	 	 	 	 	 
	 	 	Individual 5-Year
	Syndication Party Name/Address	 	Commitment
	CoBank
	 	$	153,250,000	
	Wells Fargo
	 	$	84,250,000	
	Bank of America, N.A.
	 	$	80,000,000	
	The Bank of Tokyo-Mitsubishi UFJ, Ltd.
	 	$	80,000,000	
	Bank of Montreal
	 	$	80,000,000	
	Mizuho Corporate Bank, Ltd.
	 	$	80,000,000	
	Rabobank Nederland
	 	$	80,000,000	
	Sumitomo Mitsui Banking Corporation
	 	$	80,000,000	
	SunTrust Bank
	 	$	80,000,000	
	U.S. Bank National Association
	 	$	80,000,000	
	HSBC Bank USA N.A.
	 	$	37,500,000	
	JPMorgan Chase Bank, N.A.
	 	$	37,500,000	
	The Bank of Nova Scotia
	 	$	37,500,000	
	AgFirst Farm Credit Bank
	 	$	20,000,000	
	The Northern Trust Company
	 	$	20,000,000	
	Bank of the West
	 	$	17,500,000	
	Branch Banking and Trust Company
	 	$	17,500,000	
	Credit Agricole Corporate and Investment Bank
	 	$	17,500,000	
	PNC Bank National Association
	 	$	17,500,000	
	Natixis, New York Branch
	 	$	15,000,000	
	ANZ
	 	$	12,500,000	
	Comerica Bank
	 	$	12,500,000	
	Farm Credit Services of America, PCA
	 	$	12,500,000	
	RB International Finance (USA) LLC
	 	$	12,500,000	
	Sovereign Bank
	 	$	12,500,000	
	UMB Bank, n.a.
	 	$	12,500,000	
	Chang Hwa Commercial Bank, Ltd., New York Branch
	 	$	10,000,000	
	Hua Nan Commercial Bank, Ltd., New York Agency
	 	$	10,000,000	
	Farm Credit Services of the Mountain Plains, PCA
	 	$	10,000,000	
	BNP Paribas
	 	$	7,500,000	
	GreenStone Farm Credit Services, ACA/FLCA
	 	$	7,500,000	
	AgStar Financial Services, PCA
	 	$	5,000,000	
	Farm Credit East, ACA
	 	$	5,000,000	
	FCS Financial, FLCA
	 	$	5,000,000	
	Total
	 	$	1,250,000,000	 






Schedule 2

to Credit Agreement

5-YEAR MARGIN AND 5-YEAR FACILITY FEE FACTOR




Subject to the provisions of Section 5.6, the determination of the 5-Year Margin and the
5-Year Facility Fee Factor will be (i) made effective five (5) Banking Days after the
Administrative Agent receives quarterly financial statements from Borrower and (ii) determined,
subject o Section 5.6, as set forth in the most recent Compliance Certificate received pursuant to
Sections 11.2.1 and 11.2.2; however, no adjustments will be made to the LIBO Rate applicable to
LIBO Rate Loans then outstanding until the end of their then current LIBO Period. For the period
from the Closing Date and until the Administrative Agent receives quarterly financial statements
from Borrower for the Fiscal Quarter that ends November 30, 2011, the 5-Year Margin and 5-Year
Facility Fee Factor shall be determined pursuant to Tier 2.



	 	 	 	 	 	 	 	 	 
	 	 	Ratio of	 	 	 	 	 	 
	 	 	Consolidated Funded	 	5-Year Margin for	 	5-Year Margin for	 	5-Year Facility Fee
	TIER	 	Debt to Cash Flow	 	LIBO Rate Loans	 	Base Rate Loans	 	Factor
	Tier 3

	 	= 1.00
	 	112.5 basis points
	 	12.5 basis points
	 	12.5 basis points
	Tier 2

	 	> 1.00 = 2.00
	 	120.0 basis points
	 	20.0 basis points
	 	17.5 basis points
	Tier 1

	 	> 2.00
	 	125.0 basis points
	 	25.0 basis points
	 	25.0 basis points







35