EX-10.1






THIRD AMENDMENT TO CREDIT AGREEMENT




Parties:



	 	 	 
	“CoBank”:

	 	CoBank, ACB

5500 South Quebec Street

Greenwood Village, Colorado 80111
	“Borrower”:

	 	CHS Inc.

5500 Cenex Drive

Inver Grove Heights, Minnesota 55077
	“Syndication Parties”:

	 	The entities name below on the signature pages
	Execution Date:

	 	March 5, 2008






Recitals:



A. CoBank, in its capacity as Administrative Agent (“Administrative Agent”) and as a
Syndication Party, the Syndication Parties signatory thereto (collectively with any Persons who
have become or who become Syndication Parties, “Syndication Parties”), and Borrower have entered
into that certain 2006 Amended and Restated Credit Agreement (Revolving Loan) dated as of May 18,
2006, that certain First Amendment to Credit Agreement dated as of May 8, 2007, and that certain
Second Amendment to Credit Agreement dated as of October 18, 2007, (as amended, and as further
amended, modified, or supplemented from time to time, the “Credit Agreement”) pursuant to which the
Syndication Parties have extended certain credit facilities to Borrower under the terms and
conditions set forth in the Credit Agreement.



B. Borrower has requested that the Agent and the Syndication Parties amend certain terms of
the Credit Agreement, which the Agent and the Syndication Parties are willing to do under the terms
and conditions as set forth in this Third Amendment to Credit Agreement (“Third Amendment”).



Agreement:



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



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



1.1 The following Section of Article 1 is hereby amended in its entirety to read as follows:




1.54 Consolidated Funded Debt: means as to Borrower and its Consolidated
Subsidiaries: (a) Debt that is classified as long term debt in accordance with GAAP, that
is, without duplication (i) Debt for borrowed money, (ii) Debt upon which such entity
customarily pays interest, or (iii) Debt which is secured by a lien on property, and (b)
without duplication (i) long term rental payments under capitalized leases, (ii) obligations
with respect to letters of credit which support long-term debt and with expiration dates in
excess of one year from the date of issuance thereof; and (iii) guarantees which support
long-term debt.



1.2 The following Section of Article 1 is hereby amended in its entirety to read as follows:




1.61 Debt: means as to any Person: (a) indebtedness or liability of such
Person for borrowed money, or for the deferred purchase price of property or services
(including trade obligations); (b) obligations of such Person as lessee under capital
leases; (c) obligations of such Person arising under bankers’, or trade acceptance
facilities, or reimbursement obligations for drawings made under letters of credit; (d) all
guarantees, endorsements (other than for collection or deposit in the ordinary course of
business), and other contingent obligations of such Person (i) to purchase any of the items
included in this definition, (ii) to provide funds for payment, (iii) to supply funds to
invest in any other Person, (iv) otherwise to assure a creditor of another Person against
loss, or (iv) with respect to letters of credit (in each case, without duplication); (e) all
obligations secured by a lien on property owned by such Person, whether or not the
obligations have been assumed; and (f) all obligations of such Person under any agreement
providing for an interest rate swap, cap, cap and floor, contingent participation or other
hedging mechanisms with respect to interest payable on any of the items described in this
definition.



1.3 The following Section of Article 1 is hereby amended in its entirety to read as follows:




1.173 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.




1.4 The following new Section is added to Article 1 reading as follows:




1.179 Revolving Loan Credit Agreement: shall mean that certain Credit
Agreement (364-Day Revolving Loan) dated as of February 14, 2008 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.



1.5 Section 9.12 is amended as follows: the term “Restricted Subsidiary” shall be amended to
read “Consolidated Subsidiary”.



1.6 Section 2.7 is amended as follows: the amount “$100,000,000” shall be amended to read
“$200,000,000”.




1.7 Section 12.1 is amended in its entirety to read as follows:




12.1 Borrowing. Borrower shall not (nor shall it permit any of its Restricted
Subsidiaries to) create, incur, assume or permit to exist, directly or indirectly, any Debt,
except for: (a) Debt of Borrower arising under this Credit Agreement and the other Loan
Documents; (b) trade payables arising in the ordinary course of business; (c) Capital Leases
in existence from time to time; (d) current operating liabilities (other than for borrowed
money) incurred in the ordinary course of business; (e) unsecured Debt; (f) Debt in
existence on the date hereof as set forth in Exhibit 12.1 attached hereto; (g) Debt
of Borrower incurred pursuant to the Term Loan Credit Agreement and the Revolving Loan
Credit Agreement; and (h) such other Debt agreed upon in writing between Borrower and the
Syndication Parties.




1.8 Section 12.5 is amended in its entirety to read as follows:




12.5 Liabilities of Others. Borrower shall not (nor shall it permit any of its
Restricted 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 the Borrower’s or any Restricted Subsidiary’s business; and (b) guarantees made
from time to time, whether in existence on the Closing Date or made subsequent thereto, by
Borrower and its Restricted Subsidiaries in the ordinary course of their respective
businesses with respect to the liabilities and obligations of Persons including National
Cooperative Refinery Association (“NCRA”), provided, however, that the aggregate amount of
all indebtedness guaranteed under this clause (b) shall not exceed $500,000,000.00 in the
aggregate.




1.9 Subsection 14.1(i) is amended in its entirety to read as follows:




(i) The occurrence of an “Event of Default” under the Term Loan Agreement or the
Revolving Loan Credit Agreement.




1.9 Subsection 15.10.1(b) is amended in its entirety to read as follows:




(b) Agreeing to an extension of the 5-Year Maturity Date, or, except as provided in
Section 2.10, an increase in the 5-Year Commitment or any Syndication Party’s share thereof;



2. Conditions to Effectiveness of this Third Amendment. The effectiveness of this Third
Amendment is subject to satisfaction, in the Administrative Agent’s sole discretion, of each of the
following conditions precedent (the date on which all such conditions precedent are so satisfied
(except those that may be satisfied at a later date) shall be the “Effective Date”):



2.1 Delivery of Executed Loan Documents. Borrower and the Lenders shall have delivered to the
Administrative Agent, for the benefit of, and for delivery to, the Administrative Agent and the
Syndication Parties, this Third Amendment (or their approval thereof, in the case of Voting
Participants), duly executed.



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



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



2.4 Payment of Fees and Expenses. Borrower shall have paid the Administrative Agent, by wire
transfer of immediately available federal funds all fees and expenses presently due under the
Credit Agreement (as amended by this Third Amendment).



3. General Provisions.



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



3.2 Successors and Assigns. This Third Amendment shall be binding upon and inure to the
benefit of Borrower, Agent, and the Syndication Parties, and their respective successors and
assigns, except that Borrower may not assign or transfer its rights or obligations hereunder
without the prior written consent of all the Syndication Parties.



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



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



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



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



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



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



[Signature Pages Follow]



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BORROWER:




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




By:      

Name: John Schmitz

Title: Executive Vice President and Chief Financial

Officer



ADMINISTRATIVE AGENT:




COBANK, ACB




By:

Name: Michael Tousignant

Title: Vice President





SYNDICATION PARTIES:



	 
	CoBank, ACB

	By:      

	Name: Michael Tousignant

	Title: Vice President







	 
	The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch

	By:      

	Name:

	Title:







[Signature Page to Third Amendment to Credit Agreement]



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	SunTrust Bank

	By:      

	Name:

	Title:







	 
	Bank of America, N.A.

	By:      

	Name:

	Title:







	 
	Wells Fargo Bank, National Association

	By:      

	Name:

	Title:







	 
	BNP Paribas

	By:      

	Name:

	Title:

	By:      

	Name:

	Title:







[Signature Page to Third Amendment to Credit Agreement]



4



	 
	Harris N. A.

	By:      

	Name:

	Title:







	 
	Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank International”

New York Branch

	By:      

	Name:

	Title:

	By:      

	Name:

	Title:







	 
	Deere Credit, Inc.

	By:      

	Name:

	Title:







	 
	U.S. Bank National Association

	By:      

	Name:

	Title:







[Signature Page to Third Amendment to Credit Agreement]



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	Natixis (f/k/a Natexis Banques Populaires)

	By:      

	Name:

	Title:

	By:      

	Name:

	Title:







	 
	Fortis Capital Corp.

	By:      

	Name:

	Title:

	By:      

	Name:

	Title:







	 
	The Bank of Nova Scotia

	By:      

	Name:

	Title:







[Signature Page to Third Amendment to Credit Agreement]



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	Calyon New York Branch

	By:      

	Name:

	Title:

	By:      

	Name:

	Title:







	 
	National City Bank (successor by merger to National City Bank of Indiana

	By:      

	Name:

	Title:







	 
	M&I Marshall & Ilsley Bank

	By:      

	Name:

	Title:

	By:      

	Name:

	Title:







	 
	Farm Credit Services of America, PCA

	By:      

	Name: Steven L. Moore

	Title: Vice President







[Signature Page to Third Amendment to Credit Agreement]



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	ING Capital LLC

	By:      

	Name:

	Title:







	 
	Comerica Bank

	By:      

	Name:

	Title:







	 
	AgStar Financial Services, PCA

	By:      

	Name:

	Title:







	 
	HSH Nordbank AG New York Branch

	By:      

	Name:

	Title:

	By:      

	Name:

	Title:







[Signature Page to Third Amendment to Credit Agreement]



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	Société Générale

	By:      

	Name:

	Title:







	 
	Wachovia Bank, National Association

	By:      

	Name:

	Title:







	 
	AgFirst Farm Credit Bank

	By:      

	Name:

	Title:







	 
	U.S. AgBank

	By:      

	Name:

	Title:







[Signature Page to Third Amendment to Credit Agreement]




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