exv10w4






Exhibit 10.4




EXECUTION COPY





     FOURTH AMENDMENT dated as of May 4, 2009 (this “Amendment”), to
the Amended and Restated Five-Year Revolving Credit Agreement dated as of
October 11, 2001, as amended and restated as of August 29, 2006, as amended
(the “Credit Agreement”), among LAND O’LAKES, INC., a cooperative
corporation organized under the laws of the State of Minnesota (the
“Borrower”), the several banks and other financial institutions from
time to time party thereto (the “Lenders”), JPMORGAN CHASE BANK, N.A.,
as Administrative Agent (in such capacity, the “Administrative Agent”)
and Collateral Agent (in such capacity, the “Collateral Agent”), and
COBANK, ACB, as Co-Administrative Agent (in such capacity, the
“Co-Administrative Agent”).



          A. Capitalized terms used but not defined herein shall have the meanings
assigned to such terms in the Credit Agreement, as amended hereby.




          B. The Borrower intends to exercise its rights under Section 2.18 of the
Credit Agreement to have Prospective Lenders enter into Accession Agreements pursuant
to which such Prospective Lenders extend additional Commitments in an aggregate
amount of at least $100,000,000 in accordance with the terms and conditions of Section
2.18 (the “Incremental Financing”) and, in connection therewith, has requested that
the Credit Agreement be amended to increase the interest rate spreads and fees payable
thereunder and to provide additional flexibility with respect to the repurchase or
repayment of certain debt and the refinancing of the Senior Second Lien Notes.




          C. The Required Lenders are willing to effect such amendments on the
terms and subject to the conditions of this Amendment.




          D. Accordingly, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the sufficiency and receipt of which
are hereby acknowledged, the parties hereto agree as follows:




          SECTION 1. Amendment of the Credit Agreement. Effective as of the Fourth Amendment
Effective Date (as defined below):




          (a) Section 1.01 of the Credit Agreement is hereby amended as follows:





     (i) by replacing the table in the definition of “Applicable Rate” with the following
table:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Leverage	 	Eurodollar	 	 	 	 	 	Commitment
	 	 	Ratio	 	Spread	 	ABR Spread	 	Fee
	Category 1

	 	greater than 2.50
to 1.00
	 	 	3.00	%	 	 	2.00	%	 	 	0.500	%












 



2


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Leverage	 	Eurodollar	 	 	 	 	 	Commitment
	 	 	Ratio	 	Spread	 	ABR Spread	 	Fee
	Category 2

	 	greater than 1.50 to 1.00 but
less than or equal to 2.50 to
1.00
	 	 	2.75	%	 	 	1.75	%	 	 	0.450	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Category 3

	 	less than or equal to 1.50 to
1.00
	 	 	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 equal
to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds
Effective Rate in effect on such day plus 1/2 of 1% and (c) the higher of the
seven-day and one-month Adjusted LIBO Rate on such day (or if such day is not a
Business 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 day
shall be based on the Reuters ‘LIBOR01’ screen displaying British Bankers’
Association Interest Settlement Rates (or on any successor or substitute screen
provided by Reuters, or any successor to or substitute for such service, providing
rate quotations comparable to those currently provided on such screen, as determined
by the Administrative Agent from time to time for purposes of providing quotations of
interest rates applicable to dollar deposits in the London interbank market) at
approximately 11:00 a.m., London time, two Business Days prior to such day for
deposits 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 Federal
Funds Effective Rate or the Adjusted LIBO Rate shall be effective from and including
the effective date of such change in the Prime Rate, the Federal Funds Effective Rate
or the Adjusted LIBO Rate, respectively.”




     (iii) by revising the definition of “Collateral Release Ratings
Requirement” to read as follows:




     “‘Collateral Release Ratings Requirement’ means the requirement that the
Borrower’s senior unsecured non-credit enhanced indebtedness for borrowed money be
rated BBB- (with at least a stable outlook) or higher by S&P and Baa3 (with at least
a stable outlook) or higher by Moody’s (or, if the Borrower shall have no senior
unsecured non-credit enhanced indebtedness for borrowed money, that the Borrower’s
corporate credit rating assigned by S&P be BBB (with at least a stable outlook) or
higher 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 longer
maintain a rating for the Borrower’s senior unsecured non-credit enhanced
indebtedness for borrowed money, or no longer maintain a corporate credit rating for
the Borrower, as the case may be, the









 



3



Administrative Agent and the Borrower may agree to determine the Collateral Release
Ratings Requirement using the corresponding ratings level of one or more ‘nationally
recognized statistical rating organizations’ (as such phrase is used in Rule 436
under the Securities Act of 1933).”



          (b) Section 1.01 of the Credit Agreement is further amended by adding the following
definitions in appropriate alphabetical order:





     “‘Defaulting Lender’ means any Lender, as determined by the Administrative
Agent, that has (a) failed to fund any portion of its Loans or participations in Letters of
Credit 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 writing
that it does not intend to comply with any of its funding obligations under this Agreement
or has made a public statement to the effect that it does not intend to comply with its
funding obligations under this Agreement or under other agreements in which it commits to
extend credit, (c) failed, within three Business Days after request by the Administrative
Agent, to confirm that it will comply with the terms of this Agreement relating to its
obligations to fund prospective Loans and participations in then outstanding Letters of
Credit, (d) otherwise failed to pay over to the Administrative Agent or any other Lender any
other amount required to be paid by it hereunder within three Business Days of the date when
due, unless the subject of a good-faith dispute, or (e) become the subject of a bankruptcy
or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed
for it, or has consented to, approved of or acquiesced in any such proceeding or appointment
or has a parent company that has become the subject of a bankruptcy or insolvency
proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or
has 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 of
events relating to a parent company of such Lender as described in clause (e) above, the
Administrative Agent may, in its discretion, determine that such Lender is not a Defaulting
Lender if and for so long as the Administrative Agent is satisfied that such Lender will
continue 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 a
Defaulting Lender if the Administrative Agent determines, in its discretion, that the
circumstances 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 this
Agreement.”




     ‘“Fourth Amendment Effective Date’ means the ‘Fourth Amendment Effective
Date’ under and as defined in the Fourth Amendment.”




     ‘“Second Lien Refinancing Indebtedness’ means Indebtedness of the Borrower
the proceeds of which are utilized to repay or purchase (or finance









 



4



amounts previously used to repay or purchase) all or a portion of the principal amount of
the Senior Second Lien Notes (including the refinancing of up to $25,000,000 of Senior
Second Lien Notes repurchased by the Borrower in 2008), provided that (i) the
aggregate 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 more
than 120 days after the date on which all Senior Second Lien Notes are repurchased or
otherwise repaid in full, (iii) the Borrower is in Pro Forma Compliance after giving effect
to the incurrence of such refinancing Indebtedness, (iv) such refinancing Indebtedness
matures 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 mandatory
repurchase, redemption or amortization (other than customary asset sale or change in control
provisions requiring redemption or repurchase only if and to the extent then permitted by
this Agreement and applicable intercreditor agreements) prior to the date that is six months
after the Maturity Date, (v) such refinancing Indebtedness is not Guaranteed by any
Subsidiary that is not a Subsidiary Loan Party that has Guaranteed the Obligations, (vi) any
provision of the indenture or other agreements governing such refinancing Indebtedness of
the types referred to in Section 6.10 is not more restrictive than the provisions contained
in the Senior Second Lien Note Documents, and (vii) if such refinancing Indebtedness is
secured, (w) it is not secured by any assets other than Collateral securing the Obligations
under the Security Documents, (x) it is secured only by Liens that are junior to the Liens
securing the Obligations under the Security Documents, (y) the rights of the holders of such
refinancing Indebtedness and any agent or trustee acting on their behalf with respect, among
other things, to the priority of any such Liens, the enforcement thereof and the exercise of
any remedies relating thereto, shall be subject to the Intercreditor Agreement or an
intercreditor 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 as
those of the Intercreditor Agreement and otherwise be reasonably satisfactory to the
Collateral Agent, and (z) not later than the time of issuance of any such refinancing
Indebtedness, the Intercreditor Agreement or other intercreditor agreement referred to in
clause (y) shall have been duly authorized, executed and delivered by the holders of such
refinancing Indebtedness (or an agent or trustee acting on their behalf) and be in full
force and effect, the Collateral Agent shall have received such evidence thereof as it may
reasonably request, and the Collateral Agent shall have received such opinions of counsel
reasonably satisfactory to the Collateral Agent (including outside counsel for the Borrower)
relating to the Intercreditor Agreement or such other intercreditor agreement and such
refinancing Indebtedness and addressed to the Collateral Agent and the Lenders as the
Collateral Agent may reasonably request, which opinions shall be reasonably satisfactory to
the Collateral Agent.”



          (c) Section 2.04 of the Credit Agreement is amended by adding a new paragraph (k) to read as
follows:










 



5



     “(k) Defaulting Lender. Notwithstanding any provision of this Agreement to the
contrary, if any Lender becomes a Defaulting Lender, then, for so long as such Lender is a
Defaulting Lender:




          (i) if any LC Exposure exists at the time a Lender is a Defaulting Lender, the
Borrower 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 such
Defaulting Lender in accordance with the provisions of paragraph (j) of this Section
2.04 and at all times thereafter provide and maintain cash collateral in accordance
with such provision in an amount equal to such Defaulting Lender’s LC Exposure from
time to time; and




          (ii) no Issuing Bank will be required to issue, amend or increase any Letter
of Credit unless it is satisfied that cash collateral has been or will be
provided 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) an
amount of such cash collateral equal to such Defaulting Lender’s Applicable Percentage of
any LC Disbursement will be applied as a reimbursement by the Borrower of any LC
Disbursement immediately prior to any funding by the Lenders of their participations in such
LC Disbursement pursuant to Section 2.04(d) and (ii) the Lenders other than such Defaulting
Lenders will be required to fund their participations in the remaining unreimbursed LC
Disbursement under Section 2.04(d) in accordance with their Applicable Percentages
determined 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 first
sentence thereof, immediately after the reference to Section 2.17, the following: “(except that a
Defaulting Lender required to assign its Loans under Section 2.17(b) shall not be entitled to
compensation under this Section in connection with such assignment)”.




          (e) Section 2.17(b) of the Credit Agreement is amended by replacing “defaults in its
obligation 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 to
read as follows:





     “(ii) the Senior Notes in an aggregate amount not in excess of $196,452,000 at any time
outstanding, 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 Subsidiary
Loan Parties;”



          (g) Section 6.02 of the Credit Agreement is amended by revising
clause (xi) thereof to read as follows:










 



6



     “(xi) Liens created under the Second Lien Security Documents securing the Senior Second
Lien Note Obligations and Liens created under the agreements governing Second Lien
Refinancing Indebtedness securing obligations in respect of such Second Lien Refinancing
Indebtedness; provided that (A) such Liens do not apply to any asset other than
Collateral that is subject to a prior Lien granted under a Security Document and (B) all
such Liens shall be subordinate and junior to the Liens securing the Obligations on the
terms set forth in the Intercreditor Agreement or, in the case of any Liens securing Second
Lien Refinancing Indebtedness, another intercreditor agreement entered into with the
Collateral Agent complying with the conditions set forth in the definition of ‘Second Lien
Refinancing Indebtedness’ herein.”



          (h) Section 6.08(a)(ii) of the Credit Agreement is amended by revising clause (z) thereof to
read 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), other
than Restricted Expenditures made after the Fourth Amendment Effective Date pursuant to Section
6.08(b)(iv);”




          (i) Section 6.08(b) of the Credit Agreement is amended by revising clause (iv) thereof to
read as follows:





     “(iv) in addition to any purchases pursuant to clause (vii), the Borrower may make
repurchases of Senior Notes and Senior Second Lien Notes on any Payment Date after the
Effective Date; provided that (A) immediately after giving effect to any such
repurchase (and the Repurchase Expenditures made or to be made in connection therewith) the
aggregate amount of the unused Commitments is not less than $100,000,000, (B) no Default
exists at the time of and after giving effect to any such repurchase, and (C) at the time of
any such repurchase, the Senior Secured Debt to EBITDA Ratio is not greater than 1.50 to
1.00 (or, if the Collateral has been released from the Liens of the Security Documents
pursuant to Section 9.14, the Senior Debt to EBITDA Ratio is not greater than 2.00 to
1.00);”



          (j) Section 6.10 of the Credit Agreement is amended by revising clause (i) of the proviso
therein to read as follows:





     “(i) the foregoing shall not apply to restrictions and conditions imposed by law, by
any 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 Senior
Second Lien Note Documents) by the agreements governing any Second Lien Refinancing
Indebtedness,”



          (k) Section 6.13 of the Credit Agreement is amended by replacing “3.75 to 1.00” with “3.25 to
1.00”.




          (l) Section 9.04(e) of the Credit Agreement is amended by adding the following to the end
thereof:










 



7



“Notwithstanding anything in this paragraph to the contrary, any financial institution
that is a member of the Farm Credit System that (a) has purchased a participation in
the minimum amount of $5,000,000, (b) is, by written notice to the Borrower and the
Administrative Agent (‘Voting Participant Notification’), designated by the
selling Lender as being entitled to be accorded the rights of a Voting Participant
hereunder (any financial institution that is a member of the Farm Credit System so
designated being called a ‘Voting Participant’) and (c) receives the prior
written consent of the Borrower and the Administrative Agent to become a Voting
Participant, shall be entitled to vote (and the voting rights of the selling Lender
shall be correspondingly reduced), on a dollar for dollar basis, as if such participant
were a Lender, on any matter requiring or allowing a Lender to provide or withhold its
consent, or to otherwise vote on any proposed action. To be effective, each Voting
Participant Notification shall, with respect to any Voting Participant, (i) state the
full name, as well as all contact information required of an Assignee as set forth in
Exhibit A hereto and (ii) state the dollar amount of the participation
purchased. The Company and the Administrative Agent shall be entitled conclusively to
rely 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 the
first sentence thereof to read as follows:





     “(iv) all Liens on the Collateral securing the Senior Second Lien Note Obligations
pursuant to the Second Lien Security Documents or securing any obligations in respect of the
Second Lien Refinancing Indebtedness have been released as of the Optional Release Date or
are released simultaneously with the release of the Collateral from the Liens of the
Security Documents pursuant to this Section; and”



          SECTION 2. Representations and Warranties. To induce the other parties hereto to enter
into this Amendment, the Borrower represents and warrants to each of the Lenders, the
Administrative 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 Amendment
and 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 by
bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’
rights generally and by general principles of equity (regardless of whether such enforceability is
considered 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 the
Fourth Amendment Effective Date with the same effect as










 



8

though made on and as of the Fourth Amendment Effective Date, except to the extent such
representations and warranties expressly relate to an earlier date (in which case they were true
and 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 Agreement
effected hereby shall become effective as of the first date on or prior to May 4, 2009 (such
effective date, the “Fourth Amendment Effective Date”) on which each of the following
conditions has been satisfied:




          (a) The Administrative Agent (or its counsel) shall have received duly executed counterparts
hereof that, when taken together, bear the signatures of (i) the Administrative Agent, (ii) the
Borrower and (iii) the Required Lenders (taking into account the consummation of the Incremental
Financing referred to below).




          (b) The Incremental Financing shall have been consummated in an aggregate principal amount of
not less than $100,000,000, and the Lenders providing additional Commitments in connection
therewith shall have executed and delivered to the Administrative Agent Accession Agreements and
such 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 the
effect that the representations and warranties set forth in Section 2 hereof are true and correct
on and as of the Fourth Amendment Effective Date.




          (d) The Administrative Agent shall have received such legal opinions (including an opinion
from outside legal counsel to the Borrower reasonably satisfactory to the Administrative Agent),
documents and certificates as the Administrative Agent or its counsel may reasonably request
relating to the authorization of this Amendment and the transactions contemplated hereby and any
other legal matters relating to the Loan Parties, this Amendment, the Incremental Financing and the
transactions contemplated hereby, all in form and substance reasonably satisfactory to the
Administrative Agent.




          (e) The Administrative Agent and the Co-Administrative Agent shall have received all fees and
other amounts due from any Loan Party hereunder or under the Credit Agreement or any other Loan
Document on or prior to the Fourth Amendment Effective Date and, to the extent invoiced on or prior
to 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 paid
by 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 Amendment
Effective Date, and such notice shall be conclusive and binding.











 



9




          SECTION 4. Effect of Amendment; Agent Authorization. (a) Except as expressly set forth
herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of
or otherwise affect the rights and remedies of the Lenders, the Administrative Agent or the
Collateral 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 or
agreements contained in the Credit Agreement or any other provision of the Credit Agreement or of
any other Loan Document, all of which are ratified and affirmed in all respects and shall continue
in 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 or
different circumstances.




          (b) On and after the Fourth Amendment Effective Date, each reference in the Credit Agreement
to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to
the Credit Agreement in any Loan Document shall be deemed a reference to the Credit Agreement as
amended hereby. This Amendment shall constitute a “Loan Document” for all purposes of the Credit
Agreement 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 Credit
Agreement on and after the Fourth Amendment Effective Date, and interest and fees accruing during
periods prior to the Fourth Amendment Effective Date will be calculated on the basis of the
Applicable 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 the
Lenders and the Issuing Banks and without the requirement for any further authorization or
approval, to execute and deliver an intercreditor agreement relating to any Second Lien Refinancing
Indebtedness that complies, in the judgment of the Collateral Agent, with the requirements of the
definition of “Second Lien Refinancing Indebtedness” set forth herein.




          SECTION 5. Acknowledgement of and Agreement Regarding Participation. The Borrower
acknowledges 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 and
may be amended, replaced, restated and/or supplemented from time to time, the “Participation
Agreements”), whereby a certain percentage of the Commitments and Loans of CoBank to Borrower
have 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 Voting
Participants in accordance with Section 9.04(e) of the Credit Agreement and acknowledge that the
inclusion of this Section 5 in this Fourth Amendment constitutes receipt of the Voting Participant
Notifications with respect to the Participants listed on Schedule A hereto as required by Section
9.04(e) of the Credit Agreement.




          SECTION 6. Costs and Expenses. The Borrower agrees to reimburse the Administrative
Agent for its reasonable out-of-pocket expenses in connection with










 



10

this Amendment, including the reasonable fees, charges and disbursements of counsel for the
Administrative Agent.




          SECTION 7. Indemnity. It is agreed that for all purposes of Section 9.03(b) of the
Credit Agreement, the execution, delivery and performance of this Amendment and the other
transactions contemplated hereby shall all be deemed to be transactions contemplated by the Credit
Agreement.




          SECTION 8. Counterparts. This Amendment may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of which when so executed and
delivered shall be deemed an original, but all such counterparts together shall constitute but one
and the same instrument. Delivery of any executed counterpart of a signature page of this Amendment
by facsimile or other electronic transmission shall be as effective as delivery of a manually
executed counterpart hereof.




          SECTION 9. Applicable Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAW OF THE STATE OF NEW YORK.




          SECTION 10. Headings. The headings of this Amendment are for purposes of reference
only 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 their
duly 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

the Fourth Amendment

to the Land O’Lakes Credit Agreement




DEERE CREDIT, INC.




	 	 	 	 	 
	 
	 	 	 
	as a Lender,	 	 
	 
	 	 	 	 
	by

	 	/s/ Mark A. Thompson
 

Name: Mark A. Thompson
	 	 
	 

	 	Title: Vice President	 	 







 












 





Lender Signature Page to

the Fourth Amendment

to the Land O’Lakes Credit Agreement



Name of Institution:




	 	 	 	 	 	 	 
	GreenStone Farm Credit Services, ACA/FLCA	 	 
	 	 	 
	as a Lender,	 	 
	 
	 	 	 	 	 	 
	by	 	/s/ Alfred S. Compton, Jr.	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Alfred S. Compton, Jr.	 	 
	 

	 	Title:
	 	Vice President Managing Director	 	 
	 
	 	 	 	 	 	 
	For any Lender requiring a second signature line:	 	 
	 
	 	 	 	 	 	 
	by
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 







 









 








Lender Signature Page to

the Fourth Amendment

to the Land O’Lakes Credit Agreement



Name of Institution:




	 	 	 	 	 	 	 
	BMO Capital Markets Financing, Inc.	 	 
	 
	 
	 	 	 	 	 	 
	 	 	 
	as a Lender,	 	 
	 
	 	 	 	 	 	 
	by	 	/s/ Kristina H. Burden	 	 
	 	 	 	 	 
	 

	 	Name:
	 	KRISTINA H. BURDEN	 	 
	 

	 	Title:
	 	VICE PRESIDENT	 	 
	 
	 	 	 	 	 	 
	For any Lender requiring a second signature line:	 	 
	 
	 	 	 	 	 	 
	by

	 	n/a	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 






 









 





Lender Signature Page to

the Fourth Amendment

to the Land O’Lakes Credit Agreement



Name of Institution:




	 	 	 	 	 	 	 
	Bank of America	 	 
	 	 	 
	as a Lender,	 	 
	 
	 	 	 	 	 	 
	by	 	/s/ Mark A. Jacobsen	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Mark A. Jacobsen	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	For any Lender requiring a second signature line:	 	 
	 
	 	 	 	 	 	 
	by
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 






 









 








Lender Signature Page to

the Fourth Amendment

to the Land O’Lakes Credit Agreement



Name of Institution:




	 	 	 	 	 	 	 
	AgFirst Farm Credit Bank	 	 
	as a Lender,	 	 
	 
	 	 	 	 	 	 
	by	 	/s/ Neda Beal	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Neda Beal	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	For any Lender requiring a second signature line:	 	 
	 
	 	 	 	 	 	 
	by
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 






 









 








Lender Signature Page to

the Fourth Amendment

to the Land O’Lakes Credit Agreement



Name of Institution:




	 	 	 	 	 	 	 
	Wells Fargo Bank, N.A.	 	 
	 	 	 
	as a Lender,	 	 
	 
	 	 	 	 	 	 
	by	 	/s/ Allison S Gelfman	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Allison S Gelfman	 	 
	 

	 	Title:
	 	Vice President and Jr. Banker	 	 
	 
	 	 	 	 	 	 
	For any Lender requiring a second signature line:	 	 
	 
	 	 	 	 	 	 
	by
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title: