Exhibit 10.36
 
 CHS INC.
 $50,000,000 PRIVATE SHELF FACILITY
 PRIVATE SHELF AGREEMENT




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TABLE OF CONTENTS
 Page1.
    
    AUTHORIZATION OF ISSUE OF NOTES
    
    
    12.
    
    PURCHASE AND SALE OF NOTES
    
    
    12.1
    
    Facility
    
    
    12.2
    
    Issuance Period
    
    
    22.3
    
    Request for Purchase
    
    
    22.4
    
    Rate Quotes
    
    
    22.5
    
    Acceptance
    
    
    32.6
    
    Market Disruption
    
    
    32.7
    
    Facility Closings
    
    
    32.8
    
    Issuance Fee
    
    
    42.9
    
    Breakage Fees
    
    
    43.
    
    CONDITIONS OF CLOSING
    
    
    43.1
    
    Conditions to Effectiveness of Agreement
    
    
    43.2
    
    Conditions to Each Closing
    
    
    54.
    
    REPRESENTATIONS AND WARRANTIES OF THE COMPANY
    
    
    64.1
    
    Organization; Power and Authority
    
    
    64.2
    
    Authorization, etc
    
    
    64.3
    
    Disclosure
    
    
    74.4
    
    Organization and Ownership of Shares of Subsidiaries; Affiliates
    
    
    74.5
    
    Financial Statements; Material Liabilities
    
    
    84.6
    
    Compliance with Laws, Other Instruments, etc
    
    
    84.7
    
    Governmental Authorizations, etc
    
    
    84.8
    
    Litigation; Observance of Agreements, Statutes and Orders
    
    
    94.9
    
    Taxes
    
    
    94.10
    
    Title to Property; Leases
    
    
    94.11
    
    Permits and Other Operating Rights
    
    
    104.12
    
    Intellectual Property
    
    
    104.13
    
    Compliance with ERISA
    
    
    104.14
    
    Private Offering by the Company
    
    
    114.15
    
    Use of Proceeds; Margin Regulations
    
    
    114.16
    
    Existing Debt; Future Liens
    
    
    124.17
    
    Foreign Assets Control Regulations, etc
    
    
    124.18
    
    Status Under Certain Statutes
    
    
    124.19
    
    Environmental Matters
    
    
    134.20
    
    Solvency
    
    
    134.21
    
    Hostile Tender Offers
    
    
    134.22
    
    Ranking of Notes
    
    
    13
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TABLE OF CONTENTS
  Page5.
    
    REPRESENTATIONS OF THE PURCHASER
    
    
    145.1
    
    Purchase for Investment
    
    
    145.2
    
    Source of Funds
    
    
    146.
    
    INFORMATION AS TO COMPANY
    
    
    156.1
    
    Financial and Business Information
    
    
    156.2
    
    Officer's Certificate
    
    
    186.3
    
    Inspection
    
    
    187.
    
    INTEREST; PAYMENT OF THE NOTES
    
    
    197.1
    
    Interest Payments
    
    
    197.2
    
    Required Principal Payments
    
    
    197.3
    
    Optional Prepayments with Make-Whole Amount
    
    
    207.4
    
    Allocation of Partial Prepayments
    
    
    207.5
    
    Maturity; Surrender, etc
    
    
    217.6
    
    Purchase of Notes
    
    
    217.7
    
    Make-Whole Amount
    
    
    218.
    
    AFFIRMATIVE COVENANTS
    
    
    228.1
    
    Compliance with Law
    
    
    228.2
    
    Insurance
    
    
    238.3
    
    Maintenance of Properties
    
    
    238.4
    
    Payment of Taxes and Claims
    
    
    238.5
    
    Corporate Existence, etc
    
    
    238.6
    
    Pari Passu
    
    
    249.
    
    NEGATIVE COVENANTS
    
    
    249.1
    
    Transactions with Affiliates
    
    
    249.2
    
    Merger, Consolidation, etc
    
    
    249.3
    
    Consolidated Funded Debt to Consolidated Cash Flow
    
    
    259.4
    
    Adjusted Consolidated Funded Debt to Consolidated Members' and Patrons' Equity
    
    
    259.5
    
    Priority Debt
    
    
    259.6
    
    Working Capital
    
    
    259.7
    
    Liens
    
    
    259.8
    
    Sale of Assets
    
    
    289.9
    
    Line of Business
    
    
    319.10
    
    Subsidiary Distribution Restrictions
    
    
    319.11
    
    Subsidiary Preferred Stock
    
    
    319.12
    
    Issuance of Stock by Subsidiaries
    
    
    319.13
    
    Terrorism Sanctions Regulations
    
    
    31
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TABLE OF CONTENTS
  Page10.
    
    EVENTS OF DEFAULT
    
    
    3211.
    
    REMEDIES ON DEFAULT, ETC
    
    
    3411.1
    
    Acceleration
    
    
    3411.2
    
    Other Remedies
    
    
    3411.3
    
    Rescission
    
    
    3411.4
    
    No Waivers or Election of Remedies, Expenses, etc
    
    
    3512.
    
    REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES
    
    
    3512.1
    
    Registration of Notes
    
    
    3512.2
    
    Transfer and Exchange of Notes
    
    
    3512.3
    
    Replacement of Notes
    
    
    3613.
    
    PAYMENTS ON NOTES
    
    
    3614.
    
    EXPENSES, ETC
    
    
    3614.1
    
    Transaction Expenses
    
    
    3614.2
    
    Survival
    
    
    3715.
    
    SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT
    
    
    3716.
    
    AMENDMENT AND WAIVER
    
    
    3716.1
    
    Requirements
    
    
    3716.2
    
    Solicitation of Holders of Notes
    
    
    3816.3
    
    Binding Effect, etc
    
    
    3816.4
    
    Notes Held by Company, etc
    
    
    3817.
    
    NOTICES
    
    
    3918.
    
    REPRODUCTION OF DOCUMENTS
    
    
    3919.
    
    CONFIDENTIAL INFORMATION
    
    
    3920.
    
    SUBSTITUTION OF PURCHASER
    
    
    4021.
    
    MISCELLANEOUS
    
    
    4121.1
    
    Successors and Assigns
    
    
    4121.2
    
    Payments Due on Non-Business Days
    
    
    4121.3
    
    Accounting Terms
    
    
    4121.4
    
    Severability
    
    
    4121.5
    
    Construction
    
    
    41
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TABLE OF CONTENTS
  Page21.6
    
    Severability of Obligations
    
    
    4121.7
    
    Binding Agreement
    
    
    4221.8
    
    Counterparts
    
    
    4221.9
    
    Governing Law
    
    
    4221.10
    
    Jurisdiction and Process; Waiver of Jury Trial
    
    
    42
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EXHIBITS AND SCHEDULES
 
 Exhibit A
    
    -
    
    Form of Private Shelf NoteExhibit B
    
    -
    
    Form of Request for PurchaseExhibit C
    
    -
    
    Form of Confirmation of AcceptanceExhibit D
    
    -
    
    Form of Opinion of General Counsel for the CompanyExhibit E
    
    -
    
    Form of Opinion of Special Counsel for HancockSchedule 4.3
    
    -
    
    Disclosure MaterialsSchedule 4.4
    
    -
    
    Subsidiaries of the Company and Ownership of Subsidiary StockSchedule 4.5
    
    -
    
    Financial StatementsSchedule 4.12
    
    -
    
    Intellectual PropertySchedule 4.16
    
    -
    
    Existing Debt
 v




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CHS INC.
 5500 Cenex Drive
Inver Grove Heights, MN 55077
  Hancock
 Purchasers
 
  Company
 1. AUTHORIZATION OF ISSUE OF NOTES.
 Notes Exhibit A Note Notes Series
 2. PURCHASE AND SALE OF NOTES.
 2.1 Facility Facility
 1




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Available Facility Amount
 2.2 Issuance Period Issuance Period
 2.3 Request for Purchase Request for Purchase Closing Day Exhibit B
 2.4 Rate Quotes
 2




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2.5 Acceptance Acceptance Window Accepted Note Acceptance Acceptance Day Exhibit C Confirmation of Acceptance
 2.6 Market Disruption
 2.7 Facility Closings
 3




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2.8 Issuance Fee Issuance Fee
 2.9 Breakage Fees Breakage Fees
 3. CONDITIONS OF CLOSING.
  3.1 Conditions to Effectiveness of Agreement
     4




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Exhibit D Exhibit E
   3.2 Conditions to Each Closing
        5




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4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
  4.1 Organization; Power and Authority
 4.2 Authorization, etc
 6




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4.3 Disclosure Disclosure Documents
 4.4 Organization and Ownership of Shares of Subsidiaries; Affiliates
    7




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4.5 Financial Statements; Material Liabilities
 4.6 Compliance with Laws, Other Instruments, etc
 4.7 Governmental Authorizations, etc
 8




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4.8 Litigation; Observance of Agreements, Statutes and Orders
   4.9 Taxes
 4.10 Title to Property; Leases
 9




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4.11 Permits and Other Operating Rights
 4.12 Intellectual Property
    4.13 Compliance with ERISA
   10




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4.14 Private Offering by the Company
 4.15 Use of Proceeds; Margin Regulations
 11




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4.16 Existing Debt; Future Liens
     4.17 Foreign Assets Control Regulations, etc
    4.18 Status Under Certain Statutes
 12




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4.19 Environmental Matters
     4.20 Solvency
 4.21 Hostile Tender Offers
 4.22 Ranking of Notes pari passu
 13




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5. REPRESENTATIONS OF THE PURCHASER.
 5.1 Purchase for Investment
 5.2 Source of Funds Source
 PTE NAIC Annual Statement
   QPAM Exemption
 14




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INHAM Exemption
    employee benefit plan governmental plan separate
account
 6. INFORMATION AS TO COMPANY.
 6.1 Financial and Business Information
 Quarterly Statements Form
10-Q
  15




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Electronic Delivery
 Annual Statements Form 10-K
    16




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SEC and Other Reports
 Notice of Default or Event of Default
 ERISA Matters
    Notices from Governmental Authority
 Requested Information
 17




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6.2 Officers Certificate.
 Covenant Compliance
 Event of Default
 6.3 Inspection
 No Default
 Default
 18




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7. INTEREST; PAYMENT OF THE NOTES.
 7.1 Interest Payments
 7.2 Required Principal Payments
 Required Principal Payments
 Offer to Pay Notes Upon Change in Control
 Notice and Offer Proposed Prepayment Date
 Acceptance and Payment
 19




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Officers Certificate
       7.3 Optional Prepayments with Make-Whole Amount
 7.4 Allocation of Partial Prepayments
 20




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7.5 Maturity; Surrender, etc
 7.6 Purchase of Notes
 7.7 Make-Whole Amount Make-Whole Amount
 Called Principal
 Discounted Value
 Reinvestment Yield
 21




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Remaining Average Life
 Remaining Scheduled Payments
 Settlement Date
 8. AFFIRMATIVE COVENANTS.
  8.1 Compliance with Law
 22




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8.2 Insurance
 8.3 Maintenance of Properties
 8.4 Payment of Taxes and Claims
 8.5 Corporate Existence, etc
 23




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8.6 Pari Passu
 9. NEGATIVE COVENANTS.
  9.1 Transactions with Affiliates
 9.2 Merger, Consolidation, etc
   Surviving Corporation
  24




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9.3 Consolidated Funded Debt to Consolidated Cash Flow
 9.4 Adjusted Consolidated Funded Debt to Consolidated Members and Patrons Equity
 9.5 Priority Debt
 9.6 Working Capital Working Capital
 9.7 Liens
  25




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provided
    26




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provided
    provided
      27




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9.8 Sale of Assets
 Sale of Assets
 Ordinary Course
Transfer
 Excluded Transfers
  Debt Prepayment Applications and Reinvested Transfers
  28




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Designated Portion Reinvested Transfer
   Certain Definitions
 Debt Prepayment Application
 29




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Ratable Portion
 multiplied by
  Disposition Value
   Net Proceeds Amount
  30




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Substantial Portion
 Transfer
 9.9 Line of Business
 9.10 Subsidiary Distribution Restrictions
 9.11 Subsidiary Preferred Stock
 9.12 Issuance of Stock by Subsidiaries
 9.13 Terrorism Sanctions Regulations
 31




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10. EVENTS OF DEFAULT.
 Event of Default
        32




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employee benefit plan employee
welfare benefit plan
 33




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11. REMEDIES ON DEFAULT, ETC.
 11.1 Acceleration
     11.2 Other Remedies
 11.3 Rescission
 34




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11.4 No Waivers or Election of Remedies, Expenses, etc
 12. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.
 12.1 Registration of Notes
 12.2 Transfer and Exchange of Notes Exhibit A provided
 35




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12.3 Replacement of Notes
 provided
   13. PAYMENTS ON NOTES.
  14. EXPENSES, ETC.
 14.1 Transaction Expenses
 36




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14.2 Survival
 15. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.
  16. AMENDMENT AND WAIVER.
 16.1 Requirements except
 37




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16.2 Solicitation of Holders of Notes
 Solicitation
 Payment
 16.3 Binding Effect, etc this Agreement
 16.4 Notes Held by Company, etc
 38




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17. NOTICES.
  18. REPRODUCTION OF DOCUMENTS.
  19. CONFIDENTIAL INFORMATION.
 Confidential Information
 39




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provided provided
 20. SUBSTITUTION OF PURCHASER.
  40




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21. MISCELLANEOUS.
 21.1 Successors and Assigns
 21.2 Payments Due on Non-Business Days
 21.3 Accounting Terms
 21.4 Severability
 21.5 Construction
 21.6 Severability of Obligations
 41




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21.7 Binding Agreement
 21.8 Counterparts
 21.9 Governing Law
 21.10 Jurisdiction and Process; Waiver of Jury Trial
    42




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CHS INC.By:Name:
    John SchmitzTitle:
    Executive Vice President and Chief
Financial Officer 
 John Hancock Life Insurance Company
 By:Title:  Director 43




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INFORMATION SCHEDULE
 Authorized Officers for Company
 John Johnson
    
    John SchmitzPresident and Chief Executive Officer
    
    Executive Vice President and Chief Financial OfficerCHS Inc.
    
    CHS Inc.5500 Cenex Drive
    
    5500 Cenex DriveInver Grove Heights, MB 55077
    
    Inver Grove Heights, MB 55077Telephone: 651-355-3764
    
    Telephone: 651-355-3778Facsimile: 651-355-6417
    
    Facsimile: 651-355-3743




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SCHEDULE
OF
DEFINED TERMS
  Acceptance
 Acceptance Day
 Acceptance Window
 Accepted Note
 Adjusted Consolidated Funded Debt
 Affiliate Control
 Agreement, this
 Anti-Terrorism Order
 Authorized Officer
 1




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Available Facility Amount
 Breakage Fee
 Business Day
 Capital Lease
 Capitalized Lease Obligation
 Change in Control
 Closing
 Closing Day
 CoBank
 Code
 Company
 Confidential Information
 Confirmation of Acceptance
 Consolidated Cash Flow plus minus
 Consolidated Current Assets
 2




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Consolidated Current Liabilities
 Consolidated Funded Debt
 Consolidated Members and Patrons Equity plus plus provided
 Consolidated Net Worth
 Consolidated Total Assets
 Debt
     provided
 3




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Debt Prepayment Application
 Default
 Default Rate
 Designated Portion
 Disclosure Documents
 Disposition Value
 Distribution
   Electronic Delivery
 Environmental Laws
 ERISA
 ERISA Affiliate
 Event of Default
 4




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Exchange Act
 Excluded Transfers
 Facility
 Fair Market Value
  Form 10-Q 
  Form 10-K 
 Funded Debt
 GAAP
 Governmental Authority
     Guaranty
 5




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Hancock
 Hancock Affiliate
 Hazardous Material
 Hedge Treasury Note(s)
 holder
 Hostile Tender Offer
 6




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 INHAM Exemption
 Institutional Investor
 Issuance Period
 Lien
 Make-Whole Amount
 Material
 Material Adverse Effect
 Multiemployer Plan
 NAIC
 NAIC Annual Statement
 NCRA
 Net Proceeds Amount
 7




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Notes
 Officers Certificate
 Ordinary Course Transfer
 PBGC
 Person
 Plan
 Primary Bank Facility
 Priority Debt
 plus
  property properties
 Proposed Prepayment Date
 PTE
 Purchaser
 QPAM Exemption
 8




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Qualified Institutional Buyer
 Ratable Portion
 Reinvested Transfer
 Request for Purchase
 Required Holders
 Required Principal Payment
 Responsible Officer
 SEC
 Securities Act
 Senior Debt
 Senior Financial Officer
 Source
 Subsidiary
 Substantial Portion
 Surviving Corporation
 SVO
 Transfer
 9




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USA Patriot Act
 Voting Interests
 Wholly-Owned Subsidiary
 10




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THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE
STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR
PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.
 EXHIBIT A
 [FORM OF PRIVATE SHELF NOTE]
 CHS INC.
 SENIOR UNSECURED NOTE
 Series __________
    
    [Date]No. ____________ORIGINAL PRINCIPAL AMOUNT:ORIGINAL ISSUE DATE:INTEREST RATE:FINAL MATURITY DATE:
 Company *
 
 *
    
    2% over the stated coupon A-1




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Notes Agreement
    CHS INC.By:Its: By:Its: A-2




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EXHIBIT B
 [FORM OF REQUEST FOR PURCHASE]
CHS INC.
 Agreement Company
 1.
    
    Aggregate principal amount of the Notes covered hereby (the Notes) $
 2.
    
    Individual specifications of the Notes:
 PrincipalFinal
    
    PrepaymentPrincipal Amount
    
    Maturity Date
    
    Dates and Amounts*
    
    **
    
    ***
 3.
    
    Use of proceeds of the Notes:
 4.
    
    Proposed day for the closing of the purchase and sale of the Notes:
 5.
    
    The aggregate purchase price of the Notes is to be transferred to:
 Name, Address and ABA Routing
    
    
    
    Name & TelephoneNumber of Bank
    
    Number of Account
    
    No. of Bank Officer
 6.
    
    The Company certifies that (a) the representations and warranties contained in Section 4 of
the Agreement are true on and as of the date of this Request for Purchase and (b) there exists
on the date of this Request for Purchase no Event of Default or Default.
 7.
    
    The Issuance Fee to be paid pursuant to the Agreement will be paid by the Company on the
closing date.
 CHS INC.Dated:
    


    By:Authorized Officer
 
 *
    
    Minimum of $5,000,000**
    
    Not later than August 31, 2018.***
    
    Average life of not more than eight years. B-1




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EXHIBIT C
 [FORM OF CONFIRMATION OF ACCEPTANCE]
 CHS INC.
 Agreement Company
   I.
    
    Accepted Shelf Notes: Aggregate principal amount $___.
 (A)
    
    (a)
    
    Name of Purchaser:(b)
    
    Principal amount:(c)
    
    Final maturity date:(d)
    
    Principal prepayment dates and amounts:(e)
    
    Interest rate:(f)
    
    Interest payment period:  quarterly(g)
    
    Payment and notice instructions:
As set forth on attached Purchaser Schedule.(B)
    
    (a)
    
    Name of Purchaser:(b)
    
    Principal amount:(c)
    
    Final maturity date:(d)
    
    Principal prepayment dates and amounts:(e)
    
    Interest rate:(f)
    
    Interest payment period:  quarterly(g)
    
    Payment and notice instructions:
As set forth on attached Purchaser Schedule.[(C), (D) . . . same information as above.]
 II.
    
    Closing Day:




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Dated:
    
    

    CHS INC.By:Title:JOHN HANCOCK LIFE INSURANCE COMPANYBy:Title:[HANCOCK AFFILIATE]By:Title: