exv10w10b






Exhibit 10.10B




SECOND 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 named below on the signature pages






Execution Date: October 18, 2007




Recitals:




          A. CoBank, as Administrative Agent (in such capacity “Administrative Agent”) and as a
Syndication Party, the Syndication Parties signatory thereto (collectively with any Persons who
subsequently become Syndication Parties “Syndication Parties”), and Borrower, entered into that
certain 2006 Amended and Restated Credit Agreement (Revolving Loan) dated as of May 18, 2006, and
that certain First Amendment to Credit Agreement dated May 8, 2007 (as so amended, and as further
amended, restated or replaced from time to time, the “Credit Agreement”), pursuant to which the
Syndication Parties agreed to make certain loans to Borrower and to issue Letters of Credit for the
account of Borrower (collectively “Facilities”) under the terms and conditions set forth in the
Credit Agreement.




          B. Borrower has requested that the Agent and the present Syndication Parties make certain
modifications to the Credit Agreement with respect to Borrower’s rights to effect a Commitment
Increase, which the Agent and the Syndication Parties are willing to do under the terms and
conditions as set forth in this Second Amendment to Credit Agreement (“Second 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:



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




     1.1 Subsection 2.10 is hereby amended to read as set forth below:



          2.10 Increase of 5-Year Commitment. Borrower shall have the right to increase the 5-Year
Commitment (“Commitment Increase”) from time to time by an amount of up to $400,000,000.00 in the
aggregate; 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) that has committed to provide funding of the Commitment Increase
pursuant to the terms of, and as a Syndication Party under, this 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 2.10 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), 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




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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.



2. Conditions to Effectiveness of this Second Amendment. This Second Amendment shall become
effective on the date, not sooner than the Execution Date, on which Borrower has satisfied, to the
Administrative Agent’s sole discretion, each of the following conditions precedent (“Effective
Date”):




     2.1 Representations and Warranties. The representations and warranties of Borrower shall be
true and correct in all material respects on and as of the Execution Date as though made on and as
of such date.



          2.2 Execution of Loan Documents. The Administrative Agent shall have received this Second
Amendment executed by Borrower.




     2.3 Approval of Syndication Parties and Voting Participants. The Administrative Agent shall
have received the approval of this Second Amendment by each of the Syndication Parties and Voting
Participants as required under the Credit Agreement.



     2.4 Payment of Fees and Expenses. Borrower shall have paid the Administrative Agent, by wire
transfer of immediately available federal funds all fees required under the Credit Agreement, and
all costs and expenses, including legal fees, incurred by the Administrative Agent in connection
with the preparation, negotiation, and execution of this Second Amendment and the other documents
required in connection with this Second Amendment.



     2.5 No Event of Default. No Event of Default shall have occurred and be continuing under the
Credit Agreement as of the Execution Date of this Second 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 Second Amendment shall be binding upon and inure to the
benefit of Borrower, the Administrative Agent, and the Syndication Parties, and their respective
successors and assigns, except that Borrower may not assign or transfer its rights or obligations
hereunder.



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



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



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     3.5 Governing Law. To the extent not governed by federal law, this Second 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 Second Amendment are for convenience only and
in no way define, limit or describe the scope or intent of any provision of this Second Amendment.



     3.7 Counterparts. This Second 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 Second Amendment by telefax,
facsimile, or e-mail transmission of an Adobe® file format document also shall deliver an original
executed counterpart of this Second Amendment, but the failure to deliver an original executed
counterpart shall not affect the validity, enforceability, and binding effect of this Second
Amendment.



[SIGNATURES APPEAR ON THE NEXT PAGE]




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




	 	 	 	 	 
	 	 	ADMINISTRATIVE AGENT:
	 
	 	 	 	 
	 	 	CoBank, ACB
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	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
	 
	 	 	 	 
	 	 	SYNDICATION PARTIES:
	 
	 	 	 	 
	 	 	CoBank, ACB
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Michael Tousignant
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	The Bank of Tokyo-Mitsubishi UFJ, Ltd., Chicago Branch
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Mr. Tsuguyuki Umene
	 

	 	Title:
	 	Deputy General Manager
	 
	 	 	 	 
	 	 	SunTrust Bank
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Michel Odermatt
	 

	 	Title:
	 	Managing Director






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	 	 	Bank of America, N.A.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Daniel R. Petrik
	 

	 	Title:
	 	Senior Vice President
	 
	 	 	 	 
	 	 	Wells Fargo Bank, National Association
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 	 	BNP Paribas
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Marcie Weiss
	 

	 	Title:
	 	Managing Director
	 
	 	 	 	 
	 	 	Harris N. A.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 	 	Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A.,
“Rabobank International” New York Branch
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 






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	 	 	Deere Credit, Inc.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 	 	U.S. Bank National Association
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 	 	Natexis Banques Populaires
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Stephen Jendras
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	Fortis Capital Corp.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 	 	The Bank of Nova Scotia
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 	 	Calyon New York Branch
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Lee E. Greve
	 

	 	Title:
	 	Managing Director, Deputy Manager






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	 	 	National City Bank of Indiana
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Christopher A. Susott
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	M&I Marshall & Ilsley Bank
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Gary Sloan
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	Farm Credit Services of America, PCA
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Steven L. Moore
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	ING Capital LLC
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 	 	Comerica Bank
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Timothy O’Rourke
	 

	 	Title:
	 	Vice President






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	 	 	AgStar Financial Services, PCA
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Troy Mostaert
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	HSH Nordbank AG New York Branch
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	David Lopez Menendez
	 

	 	Title:
	 	Senior Vice President
	 
	 	 	 	 
	 	 	LaSalle Bank National Association
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Jeffery Ware
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	Société Générale
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Milissa Goeden
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	Wachovia Bank, National Association
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Clint Bryant
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	AgFirst Farm Credit Bank
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Bruce Fortner
	 

	 	Title:
	 	Vice President






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	 	 	U.S. AgBank
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Travis W. Ball
	 

	 	Title:
	 	Vice President







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