**Agreement:**          Now, therefore, in consideration of the mutual covenants and agreements herein contained andother 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 Dateas 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-YearCommitment (“**Commitment Increase**”) from time to time by an amount of up to $400,000,000.00 in theaggregate; provided that each of the following conditions has been satisfied: (a) no Event ofDefault or Potential Default has occurred (or if a Potential Default or an Event of Default hasoccurred, it has been waived in writing by the Administrative Agent pursuant to the provisions ofSection 15.10 hereof); (b) Borrower has submitted to the Administrative Agent a written request forsuch Commitment Increase, specifying (i) the aggregate dollar amount thereof, which shall be aminimum of $50,000,000.00 and in increments of $1,000,000.00, (ii) the name of one or morefinancial institutions or Farm Credit System Institutions (which, in any case, may be an existingSyndication Party hereunder) that has committed to provide funding of the Commitment Increasepursuant to the terms of, and as a Syndication Party under, this Agreement (each a “**FundingSource**”), and (iii) the amount of the Commitment Increase which each such Funding Source hascommitted 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 anagreement in the form of Exhibit 2.10 hereto (“**Adoption Agreement**”); (d) the AdministrativeAgent has approved each Funding Source as a Syndication Party hereunder (unless such Funding Sourceis already a Syndication Party), which approval shall not be unreasonably withheld; (e) eachFunding Source has remitted to the Administrative Agent, by wire transfer in accordance with theWire Instructions, the amount directed by the Administrative Agent so that such Funding Source willhave funded its share (based on such Funding Source’s Individual 5-Year Pro Rata Share asrecalculated as provided in clause (w) below in this Section) of all outstanding Advances otherthan Bid Advances and Overnight Advances, to the extent not previously funded by such FundingSource; and (f) Borrower has, if requested by such Funding Source(s), executed such additional5-Year Facility Notes payable to such Funding Source(s) and in such amounts, as the AdministrativeAgent shall require to reflect the Commitment Increase. Upon the satisfaction of each of theforegoing conditions, (v) the 5-Year Commitment shall be automatically increased by the amount ofthe Commitment Increase; (w) the Individual 5-Year Pro Rata Share of each of the SyndicationParties, including the Funding Source(s), shall be recalculated by the Administrative Agent toreflect the amount of the Commitment Increase which each such Funding Source has committed toprovide, and the amount of the Commitment Increase; (x) the Funding Source(s) shall be allocated ashare of all existing 5-Year Advances, other than Bid Advances and Overnight Advances, and any suchamounts remitted pursuant to clause (e) above shall be allocated among, and paid over to, thosePersons who were Syndication Parties prior to the Commitment Increase, based on their Individual5-Year Pro Rata Shares as they existed prior to the Commitment Increase, to reflect a reduction intheir share of outstanding 5-Year Advances (other than Bid Advances and Overnight Advances); (y) tothe 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 theAdministrative Agent shall then forward to such Syndication Party; and (z) the Administrative Agentshall revise Schedule 1 to reflect the Commitment Increase.2. **Conditions to Effectiveness of this Second Amendment.**This Second Amendment shall becomeeffective on the date, not sooner than the Execution Date, on which Borrower has satisfied, to theAdministrative Agent’s sole discretion, each of the following conditions precedent (“**EffectiveDate**”):     2.1 **Representations and Warranties**. The representations and warranties of Borrower shall betrue and correct in all material respects on and as of the Execution Date as though made on and asof such date.          2.2 **Execution of Loan Documents**. The Administrative Agent shall have received this SecondAmendment executed by Borrower.     2.3 **Approval of Syndication Parties and Voting Participants**. The Administrative Agent shallhave received the approval of this Second Amendment by each of the Syndication Parties and VotingParticipants as required under the Credit Agreement.     2.4 **Payment of Fees and Expenses**. Borrower shall have paid the Administrative Agent, by wiretransfer of immediately available federal funds all fees required under the Credit Agreement, andall costs and expenses, including legal fees, incurred by the Administrative Agent in connectionwith the preparation, negotiation, and execution of this Second Amendment and the other documentsrequired in connection with this Second Amendment.     2.5 **No Event of Default**. No Event of Default shall have occurred and be continuing under theCredit 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, shallcontinue 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 thebenefit of Borrower, the Administrative Agent, and the Syndication Parties, and their respectivesuccessors and assigns, except that Borrower may not assign or transfer its rights or obligationshereunder.     3.3 **Definitions**. Capitalized terms used, but not defined, in this Second Amendment shall havethe meaning set forth in the Credit Agreement.     3.4 **Severability**. Should any provision of this Second Amendment be deemed unlawful orunenforceable, said provision shall be deemed several and apart from all other provisions of thisSecond 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 therights and obligations of the parties hereto shall be governed by, interpreted and enforced inaccordance with the laws of the State of Colorado.     3.6 **Headings**. The captions or headings in this Second Amendment are for convenience only andin 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 separatecounterparts, each of which, when so executed and delivered, shall be an original, but all suchcounterparts shall together constitute one and the same instrument. Each counterpart may consistof a number of copies hereof, each signed by less than all, but together signed by all, of theparties hereto. Copies of documents or signature pages bearing original signatures, and executeddocuments or signature pages delivered by a party by telefax, facsimile, or e-mail transmission ofan Adobe® file format document (also known as a PDF file) shall, in each such instance, be deemedto be, and shall constitute and be treated as, an original signed document or counterpart, asapplicable. 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 originalexecuted counterpart of this Second Amendment, but the failure to deliver an original executedcounterpart shall not affect the validity, enforceability, and binding effect of this SecondAmendment.[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 ofthe Effective Date.       ADMINISTRATIVE AGENT:       CoBank, ACB       By:         Name:         Title:              BORROWER:       CHS Inc. a cooperative corporation formed under the lawsof 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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