exv10w13a



 






EXHIBIT 10.13A




FIRST AMENDMENT

TO

2005 CREDIT AGREEMENT

(Revolving Loans)




     This First Amendment to2005 Credit Agreement (Revolving Loans) (“Amendment Agreement”) is made
November 18, 2005, to be effective as of the Effective Date, by and among CHS Inc., a Minnesota
cooperative corporation (“Borrower”), CoBank, ACB (“CoBank”) as the Administrative Agent for the
benefit of the present and future Syndication Parties (in that capacity “Administrative Agent”),
and the Syndication Parties signatory hereto, including CoBank in such capacity (each a
"Syndication Party” and collectively, the “Syndication Parties”).



RECITALS




     A. Borrower, CoBank, and the Syndication Parties signatory thereto entered into that certain
2005 Amended and Restated Credit Agreement (Revolving Loans) dated as of May 19, 2005 (as it may be
amended from time to time, the “Credit Agreement”).



     B. The parties hereto desire to amend the Credit Agreement as hereinafter set forth.



     NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby
acknowledged, including the mutual promises and agreements contained herein, the parties hereto
hereby agree as follows:



     1. Definitions. Capitalized terms used herein without definition shall have the definition
given to them in the Credit Agreement if defined therein.



     2. Amendments to Credit Agreement. The parties hereto agree that the Credit Agreement
shall be amended as follows as of the Effective Date:




     2.1 Clause (k) of Section 13.8 is hereby amended in its entirety to read as follows:




     (k) Investments, in addition to those permitted by clauses (a) through (j) above, in an
aggregate amount not exceeding $175,000,000.00.




     2.2 Exhibit 13.8(f) is replaced by Exhibit 13.8(f) attached hereto.



     3. Borrower’s Representations. Borrower hereby represents and warrants that, after giving
effect to this Amendment Agreement and the transactions contemplated hereby, no Potential Default
or Event of Default has occurred and is continuing under the Credit Agreement or other Loan
Documents.



     4. Effective Date. This Amendment Agreement shall become effective on the date (“Effective
Date”), that the Administrative Agent receives (a) an original copy of this Amendment Agreement (or
original counterparts thereof) duly executed by each party hereto; and (b) payment by wire transfer
of each of the costs, expenses described in Section 5 hereof.



 









 




Upon the satisfaction of all conditions precedent hereto, the Administrative Agent will notify each
party hereto in writing and will provide copies of all appropriate documentation in connection
herewith.




     5. Costs; Expenses and Taxes. Borrower agrees to reimburse the Administrative Agent on
demand for all out-of-pocket costs, expenses and charges (including, without limitation, all fees
and charges of external legal counsel for the Administrative Agent) incurred by the Administrative
Agent in connection with the preparation, reproduction, execution and delivery of this Amendment
Agreement and any other instruments and documents to be delivered hereunder.



     6. General Provisions.




     6.1 The Credit Agreement, except as expressly modified herein, shall continue in full force
and effect and be binding upon the parties thereto.




     6.2 Borrower agrees to execute such additional documents as the Administrative Agent may
require to carry out or evidence the purposes of this Amendment Agreement.




     6.3 The execution, delivery and effectiveness of this Amendment Agreement shall not operate as
a waiver of any right, power or remedy of the Administrative Agent or any Syndication Party under
any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents,
and the Credit Agreement, as expressly modified hereby, and each other Loan Document are hereby
ratified and confirmed and shall continue in full force and effect and be binding upon the parties
thereto. Any direct or indirect reference in the Loan Documents to the “Credit Agreement” shall be
deemed to be a reference to the Credit Agreement as amended by this Amendment Agreement.



     7. Governing Law. This Amendment Agreement shall be governed by and construed in
accordance with the laws of the State of Colorado.



     8. Counterparts. This Amendment Agreement may be executed in any number of counterparts
and by different parties to this Amendment Agreement in separate counterparts, each of which when
so executed shall be deemed to be an original and all of which taken together shall constitute one
and the same agreement. 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 Amendment
Agreement by telefax, facsimile, or e-mail transmission of an Adobe® file format document also
shall deliver an original executed counterpart of this Amendment Agreement, but the failure to
deliver an original executed counterpart shall not affect the validity, enforceability, and binding
effect of this Amendment Agreement.



[EXECUTION PAGES BEGIN ON THE NEXT PAGE].




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     IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to Credit Agreement
(Revolving Loans) to be executed by their duly authorized officers as of the Effective Date.



	 	 	 	 	 
	 	BORROWER:





CHS INC., a cooperative corporation formed under the

laws of the State of Minnesota

 	 
	 	By:  	 	 
	 	 	Name:  	John Schmitz 	 
	 	 	Title:  	Executive Vice President and Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	ADMINISTRATIVE AGENT:





COBANK, ACB

 	 
	 	By:  	 	 
	 	 	Name:  	Michael Tousignant 	 
	 	 	Title:  	Vice President 	 
	 



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	 	SYNDICATION PARTIES:











CoBank, ACB

 	 
	 	By:  	 	 
	 	 	Name:  	Michael Tousignant 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	The Bank of Tokyo-Mitsubishi, Ltd., Chicago Branch

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	SunTrust Bank

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	Bank of America, N.A.

 	 
	 	By:  	 	 
	 	 	Name:  	Daniel Petrik 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	Wells Fargo Bank, National Association

 	 
	 	By:  	 	 
	 	 	Name:  	Jacqueline Ryan 	 
	 	 	Title:  	Vice President/Sr. Banker 	 



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	 	BNP Paribas

 	 
	 	By:  	 	 
	 	 	Name:  	Marcie Weiss 	 
	 	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	Chris Chapman 	 
	 	 	Title:  	Director 	 
	 



	 	 	 	 	 
	 	Harris Bank N.A. (f/k/a Harris Trust and Savings Bank)

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank International” New York Branch

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	Deere Credit, Inc.

 	 
	 	By:  	 	 
	 	 	Name:  	Jack Harris 	 
	 	 	Title:  	Manager Credit Operations/Administration 	 



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	 	U.S. Bank National Association

 	 
	 	By:  	 	 
	 	 	Name:  	Kathi L. Selimshayev 	 
	 	 	Title:  	Assistant Vice President 	 
	 



	 	 	 	 	 
	 	Natexis Banques Populaires

 	 
	 	By:  	 	 
	 	 	Name:  	Stephen Jendras 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	Guillaume de Parscau 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	Fortis Capital Corp.

 	 
	 	By:  	 	 
	 	 	Name:  	Edward Aldrich 	 
	 	 	Title:  	Director 	 
	 



	 	 	 	 	 
	 	The Bank of Nova Scotia

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	Calyon New York Branch

 	 
	 	By:  	 	 
	 	 	Name:  	Lee E. Greve 	 
	 	 	Title:  	Managing Director, Deputy Manager 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	Thomas P. Gillis 	 
	 	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 



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	 	National City Bank of Indiana

 	 
	 	By:  	 	 
	 	 	Name:  	Christopher A. Susott 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	M&I MARSHALL & ILSLEY BANK

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	Farm Credit Services of America, PCA

 	 
	 	By:  	 	 
	 	 	Name:  	Steven L. Moore 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	ING Capital LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	UFJ BANK LIMITED

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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	 	Comerica Bank

 	 
	 	By:  	 	 
	 	 	Name:  	Timothy O'Rourke 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	AgStar Financial Services, PCA

 	 
	 	By:  	 	 
	 	 	Name:  	Troy Mostaert 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	AgFirst Farm Credit Bank

 	 
	 	By:  	 	 
	 	 	Name:  	Bruce B. Fortner 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	U.S. AgBank,FCB

 	 
	 	By:  	 	 
	 	 	Name:  	Travis Ball 	 
	 	 	Title:  	Vice President 	 
	 




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