exv10w14h



 






EXHIBIT 10.14H




EIGHTH AMENDMENT

TO




CREDIT AGREEMENT

(Term Loan)




     This
Eighth Amendment to Credit Agreement (Term Loan) (“Amendment
Agreement”) is made November 18, 2005, to be effective as of the Effective Date, by and among CHS Inc. (formerly known as Cenex
Harvest States Cooperatives), 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, St. Paul Bank for Cooperatives (“St. Paul Bank”), and the Syndication
Parties signatory thereto entered into a Credit Agreement (Term Loan) (as amended, the “Credit
Agreement”) dated as of June 1, 1998.



     B. The Credit Agreement was amended by the First Amendment to Credit Agreement (Term Loan)
effective as of May 31, 1999 (“First Amendment”), by the Second Amendment to Credit Agreement (Term
Loan) effective as of May 23, 2000 (“Second Amendment”), by the Third Amendment to Credit Agreement
(Term Loan) dated as of May 23, 2001 (“Third Amendment”), by the Fourth Amendment to Credit
Agreement (Term Loan) dated as of May 22, 2002 (“Fourth Amendment”), by the Fifth Amendment to
Credit Agreement (Term Loan) dated as of May 21, 2003 (“Fifth Amendment”), by the Sixth Amendment
to Credit Agreement (Term Loan) dated as of May 20, 2004 (“Sixth Amendment”), and by the Sixth
Amendment to Credit Agreement (Term Loan) dated as of May 19, 2005 (“Seventh Amendment”).



     C. CoBank is the successor by merger to the interests and obligations of St. Paul Bank under
the Credit Agreement.



     D. 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 10.8 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 10.8(f) is replaced by Exhibit 10.8(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.



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     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 Eighth Amendment to Credit Agreement
(Term Loan) 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 	 
	 



	 	 	 	 	 
	 	SYNDICATION PARTY:





COBANK, ACB

 	 
	 	By:  	 	 
	 	 	Name:  	Michael Tousignant 	 
	 	 	Title:  	Vice President 	 
	 




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