Exhibit4.31EXECUTION VERSION     FIRSTAMENDMENT dated as of February 20, 2007 (this“Amendment”),to the AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT datedas of October 11, 2001, as amended and restated as of August 29, 2006(as amended, supplemented or otherwise modified from time to time, the“Credit Agreement”), among LAND O’LAKES, INC., a cooperative corporationorganized under the laws of the State of Minnesota (the“Borrower”), theseveral banks and other financial institutions from time to time partythereto (the “Lenders”), and JPMORGAN CHASE BANK, N.A., asadministrative agent (in such capacity, the “AdministrativeAgent”).          A. Capitalized terms used but not defined herein shall have the meanings assigned to suchterms in the Credit Agreement, as amended hereby.          B. The Borrower has notified the Administrative Agent that it intends to sell for anaggregate purchase price of not less than $200,000,000 either (a) substantially all the assetsowned by each of Cheese and Protein International LLC (“CPI”) and Golden Valley Dairy Products(“GVDP”) or (b) all outstanding Equity Interests in each of CPI and GVDP (either event, the“Tulare Transaction”).          C. The Borrower has requested that the Lenders amend certain provisions of the CreditAgreement in connection with the Tulare Transaction (as defined below) and its intended use of theTulare Net Proceeds (as defined below) as set forth herein.          D. The Required Lenders are willing to effect such amendments on the terms and subject tothe conditions of this Amendment.          E. Accordingly, in consideration of the mutual agreements herein contained and other good andvaluable consideration, the sufficiency and receipt of which are hereby acknowledged, the partieshereto agree as follows:          SECTION1. Amendment of the Credit Agreement. Effective as of the First Amendment EffectiveDate (as defined below):          (a) Section 1.01 of the Credit Agreement is amended to add definitions of the following termsin appropriate alphabetical order:     ‘TulareTransaction’ means the sale of substantially all the assets owned by Cheeseand Protein International LLC and Golden Valley Dairy Products, both of which are whollyowned by the Borrower, or the sale of all outstanding Equity Interest in each of suchentities.     ‘Tulare Net Proceeds’ means the cash proceeds received by the Borrower from theTulare Transaction, net of all reasonable fees and out-of-pocket expenses, includingwithout limitation legal fees and accountants’ fees. 

 

2          (b) Amendment of Section 6.05. Subsection 6.05 of the Credit Agreement is amended by (i)deleting the word “and” at the end of paragraph (h), (ii) inserting the word “and” at the end ofparagraph (i) and (iii) inserting a new paragraph (j) that reads in its entirety as follows:     “(j) the completion by the Borrower of the Tulare Transaction for anaggregate cash purchase price of not less than $200,000,000;”          (c) Amendment of Subsection 6.08(a)(ii). Subsection 6.08(a)(ii) is amended to read inits entirety as follows:     “(ii) provided that no Default has occurred and is continuing or would result therefrom, theBorrower may make Restricted Payments (including cash payments of patronage dividends and of revolvements and redemptions of Equity Interests) onany Payment Date in an amount not in excess of the sum of (v)$60,500,000, plus (w) at any timeafter the receipt by the Borrower of the Tulare Net Proceeds, the aggregate amount of the TulareNet Proceeds, plus (x) 50% of the Borrower’s cumulative Consolidated Net Income (excluding anynonrecurring gains resulting from the completion of the Tulare Transaction) during eachNon-Investment Grade RP Period plus (y) 100% of the Borrower’s cumulative Consolidated Net Income(excluding any nonrecurring gains resulting from the completion of the Tulare Transaction) duringeach Investment Grade RP Period minus (z) the aggregate amount of Restricted Expenditures during the relevantCalculation Period (after giving effect to any other Restricted Expenditures to bemade on such Payment Date);”     (d) Amendment of Subsection 6.08(b)(iv). Subsection 6.08(b)(iv) is amended to read inits entirety 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 in an amount not in excess of the sum of (v)$60,500,000 plus (w) at anytime after the receipt by the Borrower of the Tulare Net Proceeds, the aggregate amount ofthe Tulare Net Proceeds, plus (x) 50% of the Borrower’s cumulative Consolidated Net Income(excluding any nonrecurring gains resulting from the completion of the Tulare Transaction)during each Non-Investment Grade RP Period, plus (y) 100% of the Borrower’s cumulativeConsolidated Net Income (excluding any nonrecurring gains resulting from the completion ofthe Tulare Transaction) during each Investment Grade RP Period,minus (z) the aggregateamount of Restricted Expenditures during the relevant Calculation Period (after givingeffect to any other Restricted Expenditures to be made on such Payment Date); providedthat (A) immediately after giving effect to any such repurchase (and the RepurchaseExpenditures made or to be made in connection therewith) the aggregate amount of theunused Commitments is not less than $100,000,000, (B) no Default exists at the time of andafter giving effect to any such repurchase, (C) the aggregate amount of RepurchaseExpenditures effected pursuant to this clause

 

3(iv) shallnot exceed the aggregate amount of increases in the Commitments effected pursuant to Section 2.18, and(D) at the time of any such repurchase, the Senior Secured Debt to EBITDA Ratio is notgreater than 1.50 to 1.00 (or, if the Collateral has been released from the Liens ofthe Security Documents pursuant to Section 9.14, the Senior Debt to EBITDA Ratio is notgreater than 2.00 to 1.00);”          SECTION2. Representations and Warranties. To induce the other parties hereto toenter into this Amendment, the Borrower represents and warrants to each of the Lenders, theAdministrative Agent and the Collateral Agent that, as of the 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 theAmendment Effective Date with the same effect as though made on and as of the Amendment EffectiveDate, 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) After giving effect to this Amendment, the Collateral and Guarantee Requirement hasbeen satisfied.          SECTION3. Effectiveness. This Amendment and the amendment of the Credit Agreementeffected hereby shall become effective as of the first date (the“First Amendment Effective Date”)on which the following conditions have been satisfied:          (a) The Administrative Agent (or its counsel) shall have received duly executedcounterparts hereof that, when taken together, bear the signatures of (i) the AdministrativeAgent, (ii) the Borrower, and (iii) the Required Lenders.          (b) The Administrative Agent shall have received a certificate of a Financial Officer tothe effect that the representations and warranties set forth in Section 2 hereof are true andcorrect on and as of the First Amendment Effective Date.          (c) The Administrative Agent shall have received such documents and certificates as theAdministrative Agent or its counsel may reasonably request relating to the authorization of thisAmendment and the transactions contemplated hereby and any other legal matters relating to theLoan Parties, this Amendment, and the transactions contemplated hereby, all in form and substance reasonably satisfactory to theAdministrative Agent.

 

4          (d) The Administrative Agent shall have received all fees and other amounts due from any LoanParty hereunder or under the Credit Agreement or any other Loan Document on or prior to the FirstAmendment Effective Date and, to the extent invoiced on or prior to the First Amendment EffectiveDate, reimbursement or payment of all out-of-pocket expenses (including fees, charges anddisbursements of counsel) required to be reimbursed or paid by any Loan Party hereunder or underthe Credit Agreement or any other Loan Document.The Administrative Agent shall notify the Borrower and the Lenders of the FirstAmendment Effective Date, and such notice shall be conclusive and binding.          SECTION4. Effect of Amendment. (a) Except as expressly set forth herein, thisAmendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwiseaffect the rights and remedies of the Lenders, the Administrative Agent or the Collateral Agentunder the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or inany way affect any of the terms, conditions, obligations, covenants or agreements contained in theCredit Agreement or any other provision of the Credit Agreement or of any other Loan Document, allof 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 oragreements contained in the Credit Agreement or any other Loan Document in similar or differentcircumstances.          (b) On and after the First Amendment Effective Date, each reference in the CreditAgreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and eachreference to the Credit Agreement in any Loan Document shall be deemed a reference to the CreditAgreement as amended hereby. This Amendment shall constitute a “Loan Document” for all purposes ofthe Credit Agreement and the other Loan Documents.          SECTION5. Costs and Expenses. The Borrower agrees to reimburse the AdministrativeAgent for its reasonable out of pocket expenses in connection with this Amendment, including thereasonable fees, charges and disbursements of counsel for the Administrative Agent.          SECTION6. Indemnity. It is agreed that for all purposes ofSection 9.03(b) of the Credit Agreement, the execution, delivery and performance of this Amendmentand the other transactions contemplated hereby shall all be deemed to be transactions contemplatedby the Credit Agreement.

 

5          SECTION7. Counterparts. This Amendment may be executed in any number ofcounterparts and by different parties hereto in separate counterparts, each of which when soexecuted and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Delivery of any executedcounterpart of a signature page of this Amendment by facsimile transmission shall be aseffective as delivery of a manually executed counterpart hereof.          SECTION8. Applicable Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH ANDGOVERNED BY THE LAW OF THE STATE OF NEW YORK.          SECTION9. Headings. The headings of this Amendment are for purposes ofreference only and shall not limit or otherwise affect the meaning hereof.