exv10w28






December 11, 2006




Cofina Financial, LLC

Attn: Brian Legried

5500 Cenex Drive

Inver Grove Heights, MN 55077




CHS Inc.

Attn: John McEnroe

P.O. Box 64089

St. Paul, MN 55164-0089




Re: Amendment to Amended and Restated Loan Origination and Participation Agreement




Dear Mr. Legried and Mr. McEnroe:



AgStar Financial Services. PCA. d/b/a ProPartners Financial
(“ProPartners”). Cofina Financial. LLC (“Cofina”) and CHS
Inc. (“CHS”) are parties to an Amended and Restated Loan Origination
and Participation Agreement dated October 31, 2006 (“Agreement’’)
whereby Cofina has agreed to originate and participate to ProPartners
certain loans under Cofina’s agricultural production and processing
financing program (the “Program”) based on the terms and conditions
set forth in the Agreement. All capitalized terms used herein and not
otherwise defined shall have the meanings given to them in the Agreement.



Cofina is subject to certain laws governing the State of North Dakota that
make Cofina unable to originate Loans to Borrowers located in North Dakota
(“North Dakota Loans”). ProPartners has arrangements with certain
financial institutions and organizations (“Third Party Originators”)
that are able to originate North Dakota Loans, which parties include, without
limitation. CHS. Cofina has requested that ProPartners cause such Third Party
Originators to originate North Dakota Loans identified under the Program and
ProPartners, Cofina and CFIS are willing to amend the Agreement to allow such
actions under the terms set forth in this letter agreement.



Accordingly, the parties hereby agree that the Agreement shall he amended as
follows:





	 	1.	 	Notwithstanding the terms of the Agreement. anv North Dakota Loans
that are identified under the Program may be originated by a Third
Party Originator designated by ProPartners. Upon such origination, such
North Dakota Loans will constitute“Loans” under the Agreement. After
ProPartners’ purchase of a Participation Interest in such North Dakota
Loans in accordance with the terms of the





 









 






	 	 	 	Agreement, such North Dakota Loans will also constitute
“Participated Loans” under the Agreement.
	 
	 	2.	 	Cofina shall have a right to purchase such North Dakota Loans in the same
manner provided in Section 3.07 of the Agreement.
	 
	 	3.	 	The terms, provisions and conditions of the Agreement shall apply to
the North Dakota Loans, as Loans and Participated Loans, in the same
manner as such terms, provisions and conditions apply to Loans and
Participated Loans that are not North Dakota Loans, including, without
limitation, with respect to (a) the calculation of the Underwriting Fee
pursuant to Section 2.10 of the Agreement, (b) the calculation of the
aggregate principal amount limitations of the Participated Loans
pursuant to Section 3.01 of the Agreement, (c) the placement into
purchase pools pursuant to Section 3.03 of the Agreement, and (d)
inclusion with respect to reports furnished to Cofina by ProPartners
pursuant to Section 9.03 of the Agreement.
	 
	 	4.	 	Cofina and CHS each agree that the North Dakota Loans will be subject
to the guarantees of Cofina and CHS in accordance with Article V of the
Agreement in the same manner and under the same terms as applicable to
all other Participated Loans.




Please acknowledge your agreement with the foregoing by executing this letter
agreement in the space provided below.




Sincerely,




AGSTAR FINANCIAL SERVICES, PCA,

D/B/A PROPARTNERS FINANCIAL




	 	 	 	 	 	 	 
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Agreed and acknowledged this                      day of December, 2006.




COFINA FINANCIAL, LLC




	 	 	 	 	 	 	 
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CHS INC.




	 	 	 	 	 	 	 
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