2                 **Leverage** **Eurodollar**     **Commitment**  **Ratio** **Spread** **ABR Spread** **Fee**Category 2 greater than 1.50 to 1.00 butless than or equal to 2.50 to1.00  2.75%  1.75%  0.450%               Category 3 less than or equal to 1.50 to1.00  2.50%  1.50%  0.375%     (ii) by revising the definition of “Alternate Base Rate” to read as follows:     “‘Alternate Base Rate’ shall mean, for any day, a rate per annum equalto the greatest of (a) the Prime Rate in effect on such day, (b) the Federal FundsEffective Rate in effect on such day plus 1/2 of 1% and (c) the higher of theseven-day and one-month Adjusted LIBO Rate on such day (or if such day is not aBusiness Day, the immediately preceding Business Day) plus, in either case, 1.50%,provided that, for the avoidance of doubt, the Adjusted LIBO Rate for any dayshall be based on the Reuters ‘LIBOR01’ screen displaying British Bankers’Association Interest Settlement Rates (or on any successor or substitute screenprovided by Reuters, or any successor to or substitute for such service, providingrate quotations comparable to those currently provided on such screen, as determinedby the Administrative Agent from time to time for purposes of providing quotations ofinterest rates applicable to dollar deposits in the London interbank market) atapproximately 11:00 a.m., London time, two Business Days prior to such day fordeposits in dollars with a maturity of seven days or one month, as the case may be.Any change in the Alternate Base Rate due to a change in the Prime Rate, the FederalFunds Effective Rate or the Adjusted LIBO Rate shall be effective from and includingthe effective date of such change in the Prime Rate, the Federal Funds Effective Rateor the Adjusted LIBO Rate, respectively.”     (iii) by revising the definition of “Collateral Release RatingsRequirement” to read as follows:     “‘Collateral Release Ratings Requirement’ means the requirement that theBorrower’s senior unsecured non-credit enhanced indebtedness for borrowed money berated BBB- (with at least a stable outlook) or higher by S&P and Baa3 (with at leasta stable outlook) or higher by Moody’s (or, if the Borrower shall have no seniorunsecured non-credit enhanced indebtedness for borrowed money, that the Borrower’scorporate credit rating assigned by S&P be BBB (with at least a stable outlook) orhigher and assigned by Moody’s be Baa2 (with at least a stable outlook) or higher);provided that if at any time either Moody’s or S&P, or both, shall no longermaintain a rating for the Borrower’s senior unsecured non-credit enhancedindebtedness for borrowed money, or no longer maintain a corporate credit rating forthe Borrower, as the case may be, the

 

3Administrative Agent and the Borrower may agree to determine the Collateral ReleaseRatings Requirement using the corresponding ratings level of one or more ‘nationallyrecognized statistical rating organizations’ (as such phrase is used in Rule 436under the Securities Act of 1933).”          (b) Section 1.01 of the Credit Agreement is further amended by adding the followingdefinitions in appropriate alphabetical order:     “‘Defaulting Lender’ means any Lender, as determined by the AdministrativeAgent, that has (a) failed to fund any portion of its Loans or participations in Letters ofCredit within three Business Days of the date required to be funded by it hereunder, (b)notified the Borrower, the Administrative Agent, any Issuing Bank or any Lender in writingthat it does not intend to comply with any of its funding obligations under this Agreementor has made a public statement to the effect that it does not intend to comply with itsfunding obligations under this Agreement or under other agreements in which it commits toextend credit, (c) failed, within three Business Days after request by the AdministrativeAgent, to confirm that it will comply with the terms of this Agreement relating to itsobligations to fund prospective Loans and participations in then outstanding Letters ofCredit, (d) otherwise failed to pay over to the Administrative Agent or any other Lender anyother amount required to be paid by it hereunder within three Business Days of the date whendue, unless the subject of a good-faith dispute, or (e) become the subject of a bankruptcyor insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointedfor it, or has consented to, approved of or acquiesced in any such proceeding or appointmentor has a parent company that has become the subject of a bankruptcy or insolvencyproceeding, or has had a receiver, conservator, trustee or custodian appointed for it, orhas consented to, approved of or acquiesced in any such proceeding or appointment;provided that (i) if a Lender would be a Defaulting Lender solely by reason ofevents relating to a parent company of such Lender as described in clause (e) above, theAdministrative Agent may, in its discretion, determine that such Lender is not a DefaultingLender if and for so long as the Administrative Agent is satisfied that such Lender willcontinue to perform its funding obligations hereunder and (ii) the Administrative Agent may,by notice to the Borrower and the Lenders, declare that a Defaulting Lender is no longer aDefaulting Lender if the Administrative Agent determines, in its discretion, that thecircumstances that resulted in such Lender becoming a Defaulting Lender no longer apply.”     “‘Fourth Amendment’ means the Fourth Amendment dated as of May 4, 2009 to thisAgreement.”     ‘“Fourth Amendment Effective Date’ means the ‘Fourth Amendment EffectiveDate’ under and as defined in the Fourth Amendment.”     ‘“Second Lien Refinancing Indebtedness’ means Indebtedness of the Borrowerthe proceeds of which are utilized to repay or purchase (or finance

 

4amounts previously used to repay or purchase) all or a portion of the principal amount ofthe Senior Second Lien Notes (including the refinancing of up to $25,000,000 of SeniorSecond Lien Notes repurchased by the Borrower in 2008), provided that (i) theaggregate principal amount of such refinancing indebtedness does not exceed $175,000,000,(ii) such refinancing Indebtedness is incurred not earlier than 30 days before and not morethan 120 days after the date on which all Senior Second Lien Notes are repurchased orotherwise repaid in full, (iii) the Borrower is in Pro Forma Compliance after giving effectto the incurrence of such refinancing Indebtedness, (iv) such refinancing Indebtednessmatures after, and has a longer average weighted life than, the Senior Second Lien Notes,and no portion of the principal amount thereof matures or is subject to any mandatoryrepurchase, redemption or amortization (other than customary asset sale or change in controlprovisions requiring redemption or repurchase only if and to the extent then permitted bythis Agreement and applicable intercreditor agreements) prior to the date that is six monthsafter the Maturity Date, (v) such refinancing Indebtedness is not Guaranteed by anySubsidiary that is not a Subsidiary Loan Party that has Guaranteed the Obligations, (vi) anyprovision of the indenture or other agreements governing such refinancing Indebtedness ofthe types referred to in Section 6.10 is not more restrictive than the provisions containedin the Senior Second Lien Note Documents, and (vii) if such refinancing Indebtedness issecured, (w) it is not secured by any assets other than Collateral securing the Obligationsunder the Security Documents, (x) it is secured only by Liens that are junior to the Lienssecuring the Obligations under the Security Documents, (y) the rights of the holders of suchrefinancing Indebtedness and any agent or trustee acting on their behalf with respect, amongother things, to the priority of any such Liens, the enforcement thereof and the exercise ofany remedies relating thereto, shall be subject to the Intercreditor Agreement or anintercreditor agreement between such holders (or an agent or trustee acting on their behalf)and the Collateral Agent which shall have terms and provisions substantially the same asthose of the Intercreditor Agreement and otherwise be reasonably satisfactory to theCollateral Agent, and (z) not later than the time of issuance of any such refinancingIndebtedness, the Intercreditor Agreement or other intercreditor agreement referred to inclause (y) shall have been duly authorized, executed and delivered by the holders of suchrefinancing Indebtedness (or an agent or trustee acting on their behalf) and be in fullforce and effect, the Collateral Agent shall have received such evidence thereof as it mayreasonably request, and the Collateral Agent shall have received such opinions of counselreasonably satisfactory to the Collateral Agent (including outside counsel for the Borrower)relating to the Intercreditor Agreement or such other intercreditor agreement and suchrefinancing Indebtedness and addressed to the Collateral Agent and the Lenders as theCollateral Agent may reasonably request, which opinions shall be reasonably satisfactory tothe Collateral Agent.”          (c) Section 2.04 of the Credit Agreement is amended by adding a new paragraph (k) to read asfollows:

 

5     “(k) Defaulting Lender. Notwithstanding any provision of this Agreement to thecontrary, if any Lender becomes a Defaulting Lender, then, for so long as such Lender is aDefaulting Lender:          (i) if any LC Exposure exists at the time a Lender is a Defaulting Lender, theBorrower shall within two Business Days after notice from the Administrative Agent,cash collateralize the LC Exposure in an amount equal to the LC Exposure of suchDefaulting Lender in accordance with the provisions of paragraph (j) of this Section2.04 and at all times thereafter provide and maintain cash collateral in accordancewith such provision in an amount equal to such Defaulting Lender’s LC Exposure fromtime to time; and          (ii) no Issuing Bank will be required to issue, amend or increase any Letterof Credit unless it is satisfied that cash collateral has been or will beprovided by the Borrower in accordance with clause (i) above.In the event the Borrower provides cash collateral pursuant to this Section 2.04(k), (i) anamount of such cash collateral equal to such Defaulting Lender’s Applicable Percentage ofany LC Disbursement will be applied as a reimbursement by the Borrower of any LCDisbursement immediately prior to any funding by the Lenders of their participations in suchLC Disbursement pursuant to Section 2.04(d) and (ii) the Lenders other than such DefaultingLenders will be required to fund their participations in the remaining unreimbursed LCDisbursement under Section 2.04(d) in accordance with their Applicable Percentagesdetermined without taking into account the Commitment of such Defaulting Lender.”          (d) Section 2.14 of the Credit Agreement is amended by inserting in clause (d) of the firstsentence thereof, immediately after the reference to Section 2.17, the following: “(except that aDefaulting Lender required to assign its Loans under Section 2.17(b) shall not be entitled tocompensation under this Section in connection with such assignment)”.          (e) Section 2.17(b) of the Credit Agreement is amended by replacing “defaults in itsobligation to fund Loans hereunder” with “becomes a Defaulting Lender”.          (f) Section 6.01(a) of the Credit Agreement is amended by revising clause (ii) thereof toread as follows:     “(ii) the Senior Notes in an aggregate amount not in excess of $196,452,000 at any timeoutstanding, the Senior Second Lien Notes in an aggregate amount not in excess of$175,000,000 at any time outstanding, Second Lien Refinancing Indebtedness not in excess of$175,000,000 at any time outstanding, and, in each case, related Guarantees by SubsidiaryLoan Parties;”          (g) Section 6.02 of the Credit Agreement is amended by revisingclause (xi) thereof to read as follows:

 

6     “(xi) Liens created under the Second Lien Security Documents securing the Senior SecondLien Note Obligations and Liens created under the agreements governing Second LienRefinancing Indebtedness securing obligations in respect of such Second Lien RefinancingIndebtedness; provided that (A) such Liens do not apply to any asset other thanCollateral that is subject to a prior Lien granted under a Security Document and (B) allsuch Liens shall be subordinate and junior to the Liens securing the Obligations on theterms set forth in the Intercreditor Agreement or, in the case of any Liens securing SecondLien Refinancing Indebtedness, another intercreditor agreement entered into with theCollateral Agent complying with the conditions set forth in the definition of ‘Second LienRefinancing Indebtedness’ herein.”          (h) Section 6.08(a)(ii) of the Credit Agreement is amended by revising clause (z) thereof toread as follows:          “(z) the aggregate amount of Restricted Expenditures during the relevant Calculation Period(after giving effect to any other Restricted Expenditures to be made on such Payment Date), otherthan Restricted Expenditures made after the Fourth Amendment Effective Date pursuant to Section6.08(b)(iv);”          (i) Section 6.08(b) of the Credit Agreement is amended by revising clause (iv) thereof toread as follows:     “(iv) in addition to any purchases pursuant to clause (vii), the Borrower may makerepurchases of Senior Notes and Senior Second Lien Notes on any Payment Date after theEffective Date; provided that (A) immediately after giving effect to any suchrepurchase (and the Repurchase Expenditures made or to be made in connection therewith) theaggregate amount of the unused Commitments is not less than $100,000,000, (B) no Defaultexists at the time of and after giving effect to any such repurchase, and (C) at the time ofany such repurchase, the Senior Secured Debt to EBITDA Ratio is not greater than 1.50 to1.00 (or, if the Collateral has been released from the Liens of the Security Documentspursuant to Section 9.14, the Senior Debt to EBITDA Ratio is not greater than 2.00 to1.00);”          (j) Section 6.10 of the Credit Agreement is amended by revising clause (i) of the provisotherein to read as follows:     “(i) the foregoing shall not apply to restrictions and conditions imposed by law, byany Loan Document, by the Senior Note Documents, by the Senior Second Lien Note Documents or(to the extent no more restrictive than restrictions and conditions imposed by the SeniorSecond Lien Note Documents) by the agreements governing any Second Lien RefinancingIndebtedness,”          (k) Section 6.13 of the Credit Agreement is amended by replacing “3.75 to 1.00” with “3.25 to1.00”.          (l) Section 9.04(e) of the Credit Agreement is amended by adding the following to the endthereof:

 

7“Notwithstanding anything in this paragraph to the contrary, any financial institutionthat is a member of the Farm Credit System that (a) has purchased a participation inthe minimum amount of $5,000,000, (b) is, by written notice to the Borrower and theAdministrative Agent (‘Voting Participant Notification’), designated by theselling Lender as being entitled to be accorded the rights of a Voting Participanthereunder (any financial institution that is a member of the Farm Credit System sodesignated being called a ‘Voting Participant’) and (c) receives the priorwritten consent of the Borrower and the Administrative Agent to become a VotingParticipant, shall be entitled to vote (and the voting rights of the selling Lendershall be correspondingly reduced), on a dollar for dollar basis, as if such participantwere a Lender, on any matter requiring or allowing a Lender to provide or withhold itsconsent, or to otherwise vote on any proposed action. To be effective, each VotingParticipant Notification shall, with respect to any Voting Participant, (i) state thefull name, as well as all contact information required of an Assignee as set forth inExhibit A hereto and (ii) state the dollar amount of the participationpurchased. The Company and the Administrative Agent shall be entitled conclusively torely on information contained in notices delivered pursuant to this paragraph.”          (m) Section 9.14(a) of the Credit Agreement is amended by revising clause (iv) in thefirst sentence thereof to read as follows:     “(iv) all Liens on the Collateral securing the Senior Second Lien Note Obligationspursuant to the Second Lien Security Documents or securing any obligations in respect of theSecond Lien Refinancing Indebtedness have been released as of the Optional Release Date orare released simultaneously with the release of the Collateral from the Liens of theSecurity Documents pursuant to this Section; and”          SECTION 2. Representations and Warranties. To induce the other parties hereto to enterinto this Amendment, the Borrower represents and warrants to each of the Lenders, theAdministrative Agent and the Collateral Agent that, as of the Fourth Amendment Effective Date:          (a) This Amendment has been duly authorized, executed and delivered by it and this Amendmentand the Credit Agreement, as amended hereby, constitutes its legal, valid and binding obligation,enforceable against it in accordance with its terms except as such enforceability may be limited bybankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’rights generally and by general principles of equity (regardless of whether such enforceability isconsidered in a proceeding at law or in equity).          (b) The representations and warranties set forth in Article III of the Credit Agreement are,after giving effect to this Amendment, true and correct in all material respects on and as of theFourth Amendment Effective Date with the same effect as

 

8though made on and as of the Fourth Amendment Effective Date, except to the extent suchrepresentations and warranties expressly relate to an earlier date (in which case they were trueand correct in all material respects as of such earlier date).          (c) No Default or Event of Default has occurred and is continuing.          (d) The Collateral and Guarantee Requirement is satisfied.          SECTION 3. Effectiveness. This Amendment and the amendments to the Credit Agreementeffected hereby shall become effective as of the first date on or prior to May 4, 2009 (sucheffective date, the “Fourth Amendment Effective Date”) on which each of the followingconditions has been satisfied:          (a) The Administrative Agent (or its counsel) shall have received duly executed counterpartshereof that, when taken together, bear the signatures of (i) the Administrative Agent, (ii) theBorrower and (iii) the Required Lenders (taking into account the consummation of the IncrementalFinancing referred to below).          (b) The Incremental Financing shall have been consummated in an aggregate principal amount ofnot less than $100,000,000, and the Lenders providing additional Commitments in connectiontherewith shall have executed and delivered to the Administrative Agent Accession Agreements andsuch other documents as are required by Section 2.18 of the Credit Agreement.          (c) The Administrative Agent shall have received a certificate of a Financial Officer to theeffect that the representations and warranties set forth in Section 2 hereof are true and correcton and as of the Fourth Amendment Effective Date.          (d) The Administrative Agent shall have received such legal opinions (including an opinionfrom outside legal counsel to the Borrower reasonably satisfactory to the Administrative Agent),documents and certificates as the Administrative Agent or its counsel may reasonably requestrelating to the authorization of this Amendment and the transactions contemplated hereby and anyother legal matters relating to the Loan Parties, this Amendment, the Incremental Financing and thetransactions contemplated hereby, all in form and substance reasonably satisfactory to theAdministrative Agent.          (e) The Administrative Agent and the Co-Administrative Agent shall have received all fees andother amounts due from any Loan Party hereunder or under the Credit Agreement or any other LoanDocument on or prior to the Fourth Amendment Effective Date and, to the extent invoiced on or priorto the Fourth Amendment Effective Date, reimbursement or payment of all out-of-pocket expenses(including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paidby any Loan Party hereunder or under the Credit Agreement or any other Loan Document.The Administrative Agent shall notify the Borrower and the Lenders of the Fourth AmendmentEffective Date, and such notice shall be conclusive and binding.

 

9          SECTION 4. Effect of Amendment; Agent Authorization. (a) Except as expressly set forthherein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver ofor otherwise affect the rights and remedies of the Lenders, the Administrative Agent or theCollateral Agent under the Credit Agreement or any other Loan Document, and shall not alter,modify, amend or in any way affect any of the terms, conditions, obligations, covenants oragreements contained in the Credit Agreement or any other provision of the Credit Agreement or ofany other Loan Document, all of which are ratified and affirmed in all respects and shall continuein full force and effect. Nothing herein shall be deemed to entitle the Borrower to a consent to,or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations,covenants or agreements contained in the Credit Agreement or any other Loan Document in similar ordifferent circumstances.          (b) On and after the Fourth Amendment Effective Date, each reference in the Credit Agreementto “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference tothe Credit Agreement in any Loan Document shall be deemed a reference to the Credit Agreement asamended hereby. This Amendment shall constitute a “Loan Document” for all purposes of the CreditAgreement and the other Loan Documents. The amendment of the definition of “Applicable Rate”effected hereby shall be effective with respect to all interest and fees accruing under the CreditAgreement on and after the Fourth Amendment Effective Date, and interest and fees accruing duringperiods prior to the Fourth Amendment Effective Date will be calculated on the basis of theApplicable Rate in effect prior to giving effect to this Amendment.          (c) The Lenders and the Issuing Banks hereby authorize the Collateral Agent, on behalf of theLenders and the Issuing Banks and without the requirement for any further authorization orapproval, to execute and deliver an intercreditor agreement relating to any Second Lien RefinancingIndebtedness that complies, in the judgment of the Collateral Agent, with the requirements of thedefinition of “Second Lien Refinancing Indebtedness” set forth herein.          SECTION 5. Acknowledgement of and Agreement Regarding Participation. The Borroweracknowledges that CoBank and the Lenders listed on Schedule A hereto (the “Participants”)have entered into certain Master Non-Recourse Participation Agreements (as the same has been andmay be amended, replaced, restated and/or supplemented from time to time, the “ParticipationAgreements”), whereby a certain percentage of the Commitments and Loans of CoBank to Borrowerhave been participated to the Participants according to the terms of the Participation Agreements.The Borrower and the Administrative Agent hereby consent to the Participants becoming VotingParticipants in accordance with Section 9.04(e) of the Credit Agreement and acknowledge that theinclusion of this Section 5 in this Fourth Amendment constitutes receipt of the Voting ParticipantNotifications with respect to the Participants listed on Schedule A hereto as required by Section9.04(e) of the Credit Agreement.          SECTION 6. Costs and Expenses. The Borrower agrees to reimburse the AdministrativeAgent for its reasonable out-of-pocket expenses in connection with

 

10this Amendment, including the reasonable fees, charges and disbursements of counsel for theAdministrative Agent.          SECTION 7. Indemnity. It is agreed that for all purposes of Section 9.03(b) of theCredit Agreement, the execution, delivery and performance of this Amendment and the othertransactions contemplated hereby shall all be deemed to be transactions contemplated by the CreditAgreement.          SECTION 8. Counterparts. This Amendment may be executed in any number of counterpartsand by different parties hereto in separate counterparts, each of which when so executed anddelivered shall be deemed an original, but all such counterparts together shall constitute but oneand the same instrument. Delivery of any executed counterpart of a signature page of this Amendmentby facsimile or other electronic transmission shall be as effective as delivery of a manuallyexecuted counterpart hereof.          SECTION 9. Applicable Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH ANDGOVERNED BY THE LAW OF THE STATE OF NEW YORK.          SECTION 10. Headings. The headings of this Amendment are for purposes of referenceonly and shall not limit or otherwise affect the meaning hereof.

 
     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by theirduly authorized officers, all as of the date and year first above written.      LAND O’LAKES INC.,       by /s/ Peter S. Janzen         Name: PETER S. JANZEN    Title: SVP & GENERAL COUNSEL      JPMORGAN CHASE BANK, N.A., individually, as Administrative Agent and as Collateral Agent,       by /s/ Tony Yung         Name: TONY YUNG    Title: VICE PRESIDENT      COBANK, ACB, individually and as Co-Administrative Agent,       by /s/ Michael Tousignant         Name : Michael Tousignant    Title: Vice President
 

 
Lender Signature Page to