Exhibit 10.1*Execution Document***AGREEMENT REGARDING DISTRIBUTION OF ASSETS**     **THIS AGREEMENT REGARDING DISTRIBUTION OF ASSETS**(this *“Agreement”)*is made as of September 4,2007, by and between United Country Brands, LLC (“UCB”), its parent organization, CHS Inc. (“CHS”)and Winfield Solutions, LLC (“WS”), and its parent organization, Land O’Lakes, Inc. (“LOL”).**RECITALS**     **WHEREAS,**UCB and LOL are the member owners of Agriliance LLC (Agriliance LLC and itssubsidiaries referred to herein collectively as “Agriliance”), with each of them holding fiftypercent governance and financial interests. Agriliance is engaged in the wholesale distributionand marketing of crop nutrient products, crop protection products, seed and related technicalservices to farmers and ranchers through local cooperatives and independent dealers in NorthAmerica and the sale of products and services through retail locations.     **WHEREAS,**to enhance operating efficiencies, UCB, CHS, WS and LOL have agreed to more closelyalign certain of the business segments of Agriliance with each parent entity. The parties haveagreed that the crop nutrient business segment of Agriliance (“CN Business”) will be aligned withCHS and the crop protection products business segment (“CPP Business”) will be aligned with LOL.These objectives will be met by causing a distribution of the CN Business Assets (as definedhereinafter) to CHS, as directed by UCB, and a distribution of the CPP Business Assets (as definedhereinafter) to WS, as directed by LOL, all in accordance with the provisions set forth herein.Agriliance will continue to own and operate its remaining assets.     **NOW, THEREFORE,**in consideration of the Recitals set forth above which are contractual innature and part of this Agreement, and the other agreements set forth herein, and for other goodand valuable consideration, the receipt and sufficiency of which are hereby acknowledged, theparties further agree as follows:I. DEFINITIONS     1.1 Definitions. The following capitalized terms used in this Agreementhave the meanings set forth below:     *“Affiliate”*means any person or entity which controls, is controlled by or under commoncontrol with another person or entity. For purposes of this Agreement, “control” means, in thecase of a privately held person or entity, the ownership of greater than tenty-five percent (25%)of the voting interests of the person or entity, or the right to appoint fifty percent (50%) ormore of the members of the governing body of the person or entity and in the case of a publiclytraded person or entity, ownership of greater than five percent (5%) of the outstanding votingsecurities of such person or entity.     *“Bank Debt”*means the Private Placement Notes, the Revolving Credit Agreement, and theSecuritization Agreement.     *“Business Day”*means any day excluding Saturday, Sunday or any day which the Federal ReserveBank of Minneapolis is closed.     *“CN Inventories”*means all raw materials, ingredients, supplies, materials, work-in-progress, semi-finished goods, finished goods, components, spare parts and packaging materialsused in the CN Business.     “CN *Site Contamination”*means the presence of any Material of Environmental Concernin soil, groundwater or surface water at any CN Owned Real Property or CN Leased RealProperty.     *“Code”*means the Internal Revenue Code of 1986, as amended.     *“Contract”*means a contract, agreement, commitment or binding understanding that is in effectas of the date of this Agreement or any time after the date of this Agreement, including, but notlimited to, leases for the CPP Leased Real Property and CN Leased Real Property (including allamendments, modifications, schedules, addenda, exhibits and attachments thereto).
 

 
     *“CPP Inventories”*means all raw materials, ingredients, supplies, materials, work-in-progress, semifinished goods, finished goods, components, spare parts and packaging materialsused in the CPP Business.     *“CPP Site Contamination”*means the presence of any Material of Environmental Concernin soil, groundwater or surface water at any CPP Owned Real Property or CPP Leased RealProperty.     *“DistributionDate”*means September 4, 2007, which is the date upon which the distributionscontemplated hereunder will occur.     *“Effective Time”*means 12:01 a.m. on September 1, 2007.     *“Encumbrance”*means any mortgage, deed of trust, lien, option, pledge, security interest,right of first refusal, easement, right of way, title imperfection, restriction, zoning ordinanceor similar restriction of any kind.     *“Environmental Claim”*means any actual or threatened claim, action, cause of action orinvestigation by any Person other than UCB, CHS, LOL, and WS, alleging liability (including,without limitation, liability for investigatory costs, cleanup costs, governmental response costs,natural resources damages, property damages, personal injuries, or penalties) arising out of,based on or resulting from (a) the presence, or release into the environment, of any Material ofEnvironmental Concern at any location, whether or not owned or operated by Agriliance or (b)circumstances forming the basis of any violation of any Environmental Law.     *“Environmental, Health and Safety Requirements”*means all Laws concerning public health andsafety, worker health and safety related to Materials of Environmental Concern, and/or pollutionor protection of the environment, including without limitation all those relating to the presence,use, production, generation, handling, transportation, treatment, storage, emissions, disposal,distribution, labeling, testing, processing, discharge, release, threatened release, control, orcleanup of any Materials of Environmental Concern.     *“Environmental Law”*means all Laws relating to pollution or protection of the environment,including Laws relating to releases of Materials of Environmental Concern or otherwise relating tothe manufacture, processing, distribution, use, treatment, storage, disposal, transport orhandling of Materials of Environmental Concern, including without limitation the federalComprehensive Environmental Response, Compensation and Liability Act, as amended, the federalResource Conservation and Recovery Act, as amended, the federal Clean Water Act as amended, thefederal Toxic Substances Control Act as amended, and the federal Clean Air Act, as amended, andregulations promulgated thereunder.     *“EnvironmentalResponse Action”*means any action undertaken to remediate soil, groundwater orsurface water to applicable standards, including standards that are based on reasonable projectionsconcerning the property’s future use (often known as risk-based remediation standards), orundertaken in lieu of, or in addition to, remediation in order to prevent or minimize harm to humanhealth or the environment from the presence of any Material of Environmental Concern in soil,groundwater or surface water. This definition shall include any actions or measures taken, even ifthere is no legal obligation to take such action or measures, and even if no legal liability willresult from not taking such action or measures, if in the exercise of commercially reasonablediscretion, the party taking such actions or measures believes such will avoid or reduce futureLiabilities.     *“ERISA”*means the Employee Retirement Income Security Act of 1974, as amended, and therules and regulations thereunder.     *“Governmental Authorization”*means any approval, consent, license, permit, waiver,registration or other authorization issued, granted, given, made available or otherwise requiredby any Governmental Entity or pursuant to Law.     *“Governmental Entity”*means any federal, state or local entity or authority exercisingexecutive, legislative, judicial, regulatory, administrative or taxing functions of or pertainingto government.     *“Governmental Order”*means any judgment, injunction, writ, order, ruling, award ordecree by any Governmental Entity or arbitrator.     *“Intellectual Property Rights”*means patents and patent applications; trademarks, tradenames, and the trade dress related to such trademarks and trade names; designations of origin;works of authorship; copyrights;
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copyrightable works; technical research; product formulations, product specifications, software,manuals, source codes documentation, configuration, architecture, know-how, inventions (whetherpatented, patentable or unpatentable); methods; information; data; domain names; confidentialinformation; trade secrets; and any other intellectual or proprietary rights (including withoutlimitation Contracts relating to any of the foregoing).     *“Law”* means any constitution, law (including principle of common law), ordinance,regulation, statute, treaty, ruling, determination, order or legally binding directive of anyGovernmental Entity.     *“Liability”*means any liability or obligation whether accrued, absolute, contingent, whetherdue or to become due and regardless of when asserted.     *“Litigation”*means any claim, action, arbitration, mediation, proceeding, agency complaint,litigation or suit (whether civil, criminal, administrative or investigative) commenced,brought, conducted or heard by or before any Governmental Entity or arbitrator or mediator.     *“Loss”*means any damage, deficiency, penalty, fine, cost, amount paid in settlement, monetaryloss, expense or fee, including court costs and reasonable attorneys’ fees and expenses.     *“Materials of Environmental Concern”*means all substances and materials listed, defined in orin any way regulated by, or for which liability may be incurred under, any Environmental, Healthand Safety Requirement or Environmental Law, including, without limitation, pollutants,contaminants, wastes, toxic substances, radioactive materials, asbestos, petroleum and petroleumproducts.     *“Permitted Encumbrances”*means (a) Encumbrances for Taxes and other governmental charges andassessments that are not yet due and payable or which are being contested in good faith byappropriate proceedings, (b) easements, rights of way, title imperfections and restrictions,zoning ordinances and other similar encumbrances affecting the CN Owned Real Property or the CPPOwned Real Property and which do not materially interfere with the use or title thereof in theordinary course of business.     *“Person”*means any individual, corporation (including any non-profit corporation),general or limited partnership, limited liability company, joint venture, Governmental Entityor other entity.     *“Private Placement Notes”*means the following notes issued by Agriliance pursuant to thatcertain Note Agreement, dated as of December 4, 2003, as amended: $42,000,000 of 5.66% Series A-lSenior Secured Notes due December 4, 2008, $6,000,000 of Floating Rate Series A-2 Senior SecuredNotes due December 4, 2008, $47,000,000 of 6.31% Series B-l Senior Secured Notes due December 4,2010, and $5,000,000 of Floating Rate Series B-2 Senior Secured Notes due December 4, 2010     *“Responsibility”*means responsibility under the various Environmental Laws for contamination,or for conducting Environmental Response Action or other remedial measures. This definition shallinclude any actions or measures taken, even if there is no legal obligation to take such action ormeasures, and even if no legal liability will result from not taking such action or measures, if inthe exercise of commercially reasonable discretion, the party taking such actions or measuresbelieves such will avoid or reduce future Liabilities.     *“Revolving Credit Agreement”*means, as amended, that certain $325 Million Third Amended andRestated Revolving Credit Facility, dated as of December 20, 2005, among Agriliance, AgroDistribution, LLC, as borrowers, the lenders party thereto, CoBank, ACB, as administrative agent,and General Electric Capital Corporation as collateral agent.     *“Securitization Agreement”*means, as amended, the Amended and Restated Receivables PurchaseAgreement, dated as of November 16, 2005, by and among Agriliance SPV, LLC, as seller, AgrilianceLLC, as initial servicer and originator, CoBank, ACB and the other purchasers from time to timeparty thereto, and CoBank, ACB, as administrator.     *“Taxes”*means all taxes, charges, fees, levies or other assessments, including all net income,gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license,withholding, payroll, employment, social security, unemployment, excise, estimated, severance,stamp, occupation, property or other taxes, customs duties, fees, assessments or charges of anykind whatsoever, including all interest and penalties thereon, and additions to tax or additionalamounts imposed by any Governmental Entity.
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     *“Third Party Licenses”*means license agreements or arrangements between either LOL orAgriliance and a third party software provider which may or may not contain terms and conditionsprohibiting the transfer of Intellectual Property to either CHS or LOL. The parties agree thatshould such prohibitive terms exist in the license agreements the Intellectual Property associatedwith such license agreements may not be transferred to the relevant party. This definition is notintended to diminish or eliminate the obligations of the parties to assist each other in thetransfer of an Third Party License to the other party as further described in Section 9.2. below:     1.2 Other Defined Terms. The following terms are defined in the sections indicated     Term  SectionActive Employees   7.4Controlling Party   8.3CN Business   PreambleCN Business Assets   3.1CN Contracts   3.1(d)CN Equity Interests   3.1(h)CN Employees   7.1CN Intellectual Property   3.1(g)CN Leased Real Property   3.1(b)CN Obligations   3.2CN Owned Real Property   3.1(a)CN Prepaid Customer Accounts   3.2(a)CN Prepaid Supplier Accounts   3.1(i) CNProduct Registrations   3.1(j) CNSite Contamination   3.2(b)CN Supplier Rebate Accruals   3.1(n)CN Tangible Personal Property   3.1(c)Collateral Source   12.7CPP Business   PreambleCPP Business Assets   4.1CPP Contracts   4.1(e)CPP Employees   7.2CPP Equity Interests   4.1(d)CPP Intellectual Property   4.1(h)CPP Leased Real Property   4.1(b)CPP Obligations   4.2CPP Owned Real Property   4.1(a)CPP Prepaid Customer Accounts   4.2(a)CPP Prepaid Supplier Accounts   4.1(c)CPP Product Registrations   4.1(k)CPP Site Contamination   4.2(b)CPP Supplier Rebate Accruals   4.1(m)CPP Tangible Personal Property   4.1(c)Estimated Inventories   6.5(b)Final Balance Sheet   6.2Hired CN Employees   7.1Hired CPP Employees   7.2Indemnified Party   12.5Indemnifying Party   12.5Interim Balance Sheet   6.2Post Transfer Period   9.1(c)Pre-Transfer Period   9.1(c)Property Taxes   9.1(c)Retained Environmental Liabilities   8.1Title Commitment   9.1(aTitle Company   9.1(a)Third Party Action   12.6
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II. GENERAL OVERVIEW OF DISTRIBUTION PROCESS     To clarify the intent of the parties, a general overview of the distribution process is asfollows:     2.1 Retire Portions of Bank Debt of Agriliance; Additional Payment to CHS. Theparties recognize that the assets to be distributed hereunder constitute collateral for the BankDebt. Further, the parties recognize and agree that the value attributed to the CPP BusinessAssets exceeds the value attributed to the CN Business Assets. Because the parties intend tomaintain their current membership interests in Agriliance after the distribution of assetshereunder, the parties agree that LOL shall, on the Distribution Date, make those payments againstthe Bank Debt on behalf of Agriliance as set forth in that certain Agreement to Pay Debt datedSeptember 4, 2007, by and between LOL and Agriliance, a copy of which is attached hereto asExhibit A. To the extent additional funds are necessary to bring into equal balance the valuereceived by each party, LOL shall pay the requisite cash directly to CHS on the Distribution Date.     2.2 Distribution of Assets; Assumption of Certain Liabilities. Onthe Distribution Date, the parties shall cause the following to occur:     (a) Agriliance shall distribute the CN Business Assets to CHS and CHS shall assumethe CN Business Obligations; and,     (b) Agriliance shall distribute the CPP Business Assets to WS and WS shall assumethe CPP Business Obligations.     2.3 Timing. The parties recognize that the Distribution Date will be September 4,2007, and that September 1 through September 3, 2007, are not Business Days. For purposes of allocatingresponsibility for ordinary income gained and ordinary expenses incurred from the conduct of the CN Business andthe CPP Business in the ordinary course, and except as otherwise provided for herein, the partiesagree that such responsibility shall be treated as if the distribution occurred as of September 1, 2007. Theparties recognize that the distributions contemplated by Sections HI and IV of this Agreement and the cash equalizationpayment from LOL to CHS contemplated by paragraph 2.1 of the Agreement are all scheduled to occur essentiallysimultaneously. The parties also recognize that for tax purposes, these transactions (i.e., the distributionsof the businesses and the cash equalization payment) will have to be reported as occurring in sequence which will havetax implications. Therefore, the parties agree to report the transaction consistently in an order to bedetermined by the parties so as to minimize the tax liabilities of the parties.     2.4 A griliance Continues Operations. Agriliance will continue its operations as alimited liability company in which LOL and UCB each will continue to have fifty percent financial and governance rights.III. DISTRIBUTION OF CN BUSINESS ASSETS TO CHS;