EX-10.1






FIRST AMENDMENT TO




2003 AMENDED AND RESTATED CREDIT AGREEMENT




	 	 	 
	Parties:

	 	

	“CoBank”:

	 	CoBank, ACB

5500 South Quebec Street

Greenwood Village, Colorado 80111
	 
	 	 
	“Borrower”:

	 	National Cooperative Refinery Association

2000 Main Street

P.O. Box 1404

McPherson, Kansas 67460
	 
	 	 
	“Syndication Parties”:

	 	Whose signatures appear below






Execution Date: December      , 2005



Recitals:



A. CoBank (in its capacity as the Administrative Agent (“Agent”) and as a Syndication Party)
and Borrower have entered into that certain 2003 Amended and Restated Credit Agreement dated as of
December 16, 2003 (as amended, modified, or supplemented from time to time, the “Credit Agreement”)
pursuant to which CoBank and any entity which becomes a “Syndication Party” has extended certain
credit facilities to Borrower under the terms and conditions set forth in the Credit Agreement.



B. Borrower has requested that the Agent and the Syndication Parties extend the maturity date
of the 2-Year Facility and make certain other modifications, which the Agent and the Syndication
Parties are willing to do under the terms and conditions as set forth in this First Amendment to
2003 Amended and Restated Credit Agreement (“First 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.



1



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



1.1 The following Sections in Article 1 are hereby amended in their entirety to read as
follows:



1.18 Committed Letter of Credit Fee: shall mean a fee equal to 100.0 basis points
multiplied by the face amount of the Committed Letter of Credit.



1.20 Commitment Fee Factor: shall mean 20 basis points.



1.49 LIBOR Margin: shall mean 100.0 basis points.



1.54 Member: shall mean each of the following Persons: CHS, Inc.; Growmark, Inc.; and
MFA Oil Company.



	 	 	 	 	 	 	 
	1.56	 	Member Percentage: shall mean the following:
	 
	 	 	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	1.75

	 	For CHS, Inc. – 74.453%

For Growmark, Inc. – 18.598%

For MFA Oil Company – 6.949%.

[Intentionally Omitted].
	 	







	 
	 	 	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	1.82	 	2-Year Maturity Date: December 16, 2006.
	 
	 	 	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	
 
	 	 	1.2	 	 	Section 7.1 is hereby amended in its entirety to read as follows:






7.1 Security Interest. The Advances made under this Credit Agreement are being made
on an unsecured basis, except (a) with respect to the Cash Collateral Account as provided in
Section 3.6, and (b) the statutory lien in favor of CoBank, but not in favor of any other
Syndication Party, in the Bank Equity Interests.



	 	 	 
	
 
	 	1.3Subsection 9.1.4 is hereby amended in its entirety to read as follows:
	
 
	 	9.1.4[Intentionally Omitted].
	
 
	 	 
	
 
	 	1.4Subsection 10.14 is hereby amended in its entirety to read as follows:
	10.14

	 	[Intentionally Omitted].
	
 
	 	 






1.5 The following terms are deleted from the list of definitions following Section 1.84: (a)
“Collateral”; and (b) “Default Collateral”.



1.6 Exhibit 1.76 is replaced in its entirety with Exhibit 1.76 hereto , and Exhibit
8.11 is replaced in its entirety with Exhibit 8.11 hereto.



2. Conditions to Effectiveness of this First Amendment. The effectiveness of this First
Amendment is subject to satisfaction, in the Administrative Agent’s sole discretion, of each of the
following conditions precedent (the date on which all such conditions precedent are so satisfied
shall be the “Effective Date”):



2.1 Delivery of Executed Loan Documents. The Administrative Agent shall have received
originals of this First Amendment duly executed by Borrower and all other parties hereto.



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



2.3 No Event of Default. No Event of Default shall have occurred and be continuing under the
Credit Agreement as of the Effective Date of this First Amendment.



2.4 Payment of Fees and Expenses. Borrower shall have paid the Administrative Agent, by wire
transfer of immediately available federal funds: (a) a fee in the amount of 10 basis points
multiplied by the Aggregate 2-Year Commitment (“Up Front Fee”); (b) all fees presently due under
the Credit Agreement (as amended by this First Amendment); and (c) all expenses owing as of the
Effective Date pursuant to Section 15.1 of the Credit Agreement.



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 First Amendment shall be binding upon and inure to the
benefit of Borrower, Agent, and the Syndication Parties, and their respective successors and
assigns, except that Borrower may not assign or transfer its rights or obligations hereunder
without the prior written consent of all the Syndication Parties.



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



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



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



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



[Signatures to follow on next page.]





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



	 	 	 	 	 
	ADMINISTRATIVE AGENT:	 	CoBank, ACB	 	 
	
 
	 	By:
	 	

	
 
	 	 
	 	 
	
 
	 	Name:

Title:
	 	Michael Tousignant

Vice President
	 
	 	 	 	 
	BORROWER:	 	National Cooperative Refinery Association

	 
	 	 	 	 
	
 
	 	By:
	 	

	
 
	 	 
	 	 
	
 
	 	Name:

Title:
	 	John G. Buehrle

CFO
	 
	 	 	 	 
	SYNDICATION PARTIES:

	 	CoBank, ACB
	 	

	 
	 	 	 	 
	
 
	 	By:
	 	

	
 
	 	 
	 	 
	
 
	 	Name:

Title:
	 	Michael Tousignant

Vice President







U.S. AgBank, FCB



	 	 	 
	By:

	 	

	 

	 	 
	Name:

Title:

	 	Travis W. Ball

Vice President






3485422_3.DOC



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EXHIBIT 1.76

to 2003 Amended and Restated Credit Agreement




Subsidiaries




	 	 	 	 	 
	Kaw Pipe Line Co.
	 	 	66.667	%
	Osage Pipeline Co.
	 	 	41.18	%
	Jayhawk Pipeline, L.L.C.
	 	 	100.0	%
	Osage Pipeline L.L.C,
	 	 	50.0	%
	McPherson Agricultural Products L.L.C.
	 	 	100.0	%






4




EXHIBIT 8.11

to 2003 Amended and Restated Credit Agreement




Equity Investments




	 	 	 	 	 	 	 	 	 
	 	 	Subsidiary	 	Investment
	1.
	 	Jayhawk Pipeline, L.L.C.
	 	$	25,436,046.00	 
	2.
	 	Kaw Pipe Line Company
	 	 	1,531,156.00	 
	3.
	 	Osage Pipeline Company
	 	 	8,699,592.00	 
	4.
	 	Osage Pipeline, L.L.C.*
	 	 	3,986,720.00	 
	5.
	 	McPherson Agricultural Products, LLC
	 	 	(360,738.00	)






• wholly owned subsidiary of Osage Pipeline Company




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