EX-10.1




CHS INC.




_______________________________




NOTE PURCHASE AGREEMENT

_______________________________




Dated as of September 21, 2004




$125,000,000 5.25% Series H Senior Notes due September 21, 2014






1






TABLE OF CONTENTS




Page




1. AUTHORIZATION OF NOTES.



2. SALE AND PURCHASE OF NOTES.



3. CLOSING.



4. CONDITIONS TO CLOSING.



	 	 	 
	4.1.

4.2.

4.3.

4.4.

4.5.

4.6.

4.7.

4.8.

4.9.

4.10.

4.11.

	 	Representations and Warranties.

Performance; No Default.

Compliance Certificates.

Opinions of Counsel.

Purchase Permitted By Applicable Law, etc.

Sale of Other Notes.

Payment of Special Counsel Fees.

Private Placement Number.

Changes in Corporate Structure.

Offeree Letter.

Proceedings and Documents.







5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.



	 	 	 
	5.1.

5.2.

5.3.

5.4.

5.5.

5.6.

5.7.

5.8.

5.9.

5.10.

5.11.

5.12.

5.13.

5.14.

5.15.

5.16.

5.17.

5.18.

5.19.

5.20.

5.21.

5.22.

	 	Organization; Power and Authority.

Authorization, etc.

Disclosure.

Organization and Ownership of Shares of Subsidiaries; Affiliates.

Financial Statements.

Compliance with Laws, Other Instruments, etc.

Governmental Authorizations, etc.

Litigation; Observance of Agreements, Statutes and Orders.

Taxes.

Title to Property; Leases.

Permits and Other Operating Rights.

Intellectual Property.

Compliance with ERISA.

Private Offering by the Company.

Use of Proceeds; Margin Regulations.

Existing Debt; Future Liens.

Foreign Assets Control Regulations, etc.

Status under Certain Statutes.

Environmental Matters.

Solvency.

Hostile Tender Offers.

Ranking of Notes.







6. REPRESENTATIONS OF THE PURCHASER.



6.1. Purchase for Investment.


6.2. Source of Funds.



7. INFORMATION AS TO COMPANY.



	 	 	 
	7.1.

7.2.

7.3.

	 	Financial and Business Information.

Officer’s Certificate.

Inspection.







8. INTEREST; PAYMENT OF THE NOTES.



	 	 	 
	8.1.

8.2.

8.3.

8.4.

8.5.

8.6.

8.7.

	 	Interest Payments.

Required Principal Payments.

Optional Prepayments with Make-Whole Amount.

Allocation of Partial Prepayments.

Maturity; Surrender, etc.

Purchase of Notes.

Make-Whole Amount.







9. AFFIRMATIVE COVENANTS.



	 	 	 
	9.1.

9.2.

9.3.

9.4.

9.5.

9.6.

	 	Compliance with Law.

Insurance.

Maintenance of Properties.

Payment of Taxes and Claims.

Corporate Existence, etc.

Pari Passu







10. NEGATIVE COVENANTS.



	 	 	 
	10.1.

10.2.

10.3.

	 	Transactions with Affiliates.

Merger, Consolidation, etc.

Funded Debt to Consolidated Cash Flows.








	 	10.4.	 	Adjusted Consolidated Funded Debt to Consolidated Members’ and
Patrons’ Equity.	 





	 	 	 
	10.5.

10.6.

10.7.

10.8.

10.9.

10.10.

10.11.

	 	Priority Debt.

Liens.

Sale of Assets.

Line of Business.

Subsidiary Distribution Restrictions.

Subsidiary Preferred Stock.

Issuance of Stock by Subsidiaries.







11. EVENTS OF DEFAULT.



12. REMEDIES ON DEFAULT, ETC.



	 	 	 
	12.1.

12.2.

12.3.

12.4.

	 	Acceleration.

Other Remedies.

Rescission.

No Waivers or Election of Remedies, Expenses, etc.







13. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.



	 	 	 
	13.1.

13.2.

13.3.

	 	Registration of Notes.

Transfer and Exchange of Notes.

Replacement of Notes.







14. PAYMENTS ON NOTES.



15. EXPENSES, ETC.



15.1. Transaction Expenses.


15.2. Survival.



16. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.



17. AMENDMENT AND WAIVER.



	 	 	 
	17.1.

17.2.

17.3.

17.4.

	 	Requirements.

Solicitation of Holders of Notes.

Binding Effect, etc.

Notes held by Company, etc.







18. NOTICES.



19. REPRODUCTION OF DOCUMENTS.



20. CONFIDENTIAL INFORMATION.



21. SUBSTITUTION OF PURCHASER.



22. MISCELLANEOUS.



	 	 	 
	22.1.

22.2.

22.3.

22.4.

22.5.

22.6.

	 	Successors and Assigns.

Payments Due on Non-Business Days.

Severability.

Construction.

Counterparts.

Governing Law.
	 
	 	 







2




Schedules and Exhibits




	 	 	 	 	 	 	 
	Schedule A

Schedule B

	 	—

—
	 	Information Relating To Purchasers

Defined Terms
	 	



	 
	 	 	 	 	 	 
	Schedule 4.9

Schedule 5.3

	 	—

—
	 	Changes in Corporate Structure

Disclosure Materials
	 	



	 
	 	 	 	 	 	 
	Schedule 5.4	 	—	 	Subsidiaries of the Company and Ownership of Subsidiary Stock

	 
	 	 	 	 	 	 
	Schedule 5.5

Schedule 5.6

Schedule 5.12

Schedule 5.15

Schedule 5.16

	 	—

—

—
	 	Financial Statements

Restrictions on Debt

—

—

Existing Debt
	 	



Intellectual Property

Use of Proceeds



	 
	 	 	 	 	 	 
	Exhibit 1	 	—	 	Form of 5.25% Series H Senior Notes due September 21, 2014

	 
	 	 	 	 	 	 
	Exhibit 3

	 	—
	 	Form of Pay Proceeds Letter
	 	

	 
	 	 	 	 	 	 
	Exhibit 4.4(a)	 	—	 	Form of Opinion of General Counsel for the Company

	 
	 	 	 	 	 	 
	Exhibit 4.4(b)

	 	 	 	—
	 	Form of Opinion of Special Counsel for the Purchasers







3



CHS INC.

5500 Cenex Drive

Inver Grove Heights, MN 55077




$125,000,000 5.25% Series H Senior Notes due September 21, 2014




Dated as of September 21, 2004




Separately addressed to each of the Purchasers




listed in the attached Schedule A



Ladies and Gentlemen:



CHS Inc., a nonstock agricultural cooperative corporation organized under the laws of the
State of Minnesota (the “Company”), agrees with you as follows:



1. AUTHORIZATION OF NOTES.



The Company will authorize the issue and sale of $125,000,000 aggregate principal amount of
its 5.25% Series H Senior Notes due September 21, 2014 (the “Notes”, such term to include any such
notes issued in substitution therefor pursuant to Section 13 of this Agreement or the Other
Agreements (as hereinafter defined)). The Notes shall be substantially in the form set out in
Exhibit 1 hereof, with such changes therefrom, if any, as may be approved by you and the Company.
Certain capitalized terms used in this Agreement are defined in Schedule B hereto; references to a
“Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to
this Agreement; and references to a “Section” are, unless otherwise specified, references to a
Section of this Agreement.



2. SALE AND PURCHASE OF NOTES.



Subject to the terms and conditions of this Agreement, the Company will issue and sell to you
and you will purchase from the Company, at the Closing provided for in Section 3, Notes in the
principal amount specified below your name in Schedule A at the purchase price of 100% of the
principal amount thereof. Contemporaneously with entering into this Agreement, the Company is
entering into separate Note Purchase Agreements (the “Other Agreements”) identical with this
Agreement with each of the other purchasers named in Schedule A (the “Other Purchasers”), providing
for the sale at such Closing to each of the Other Purchasers of Notes in the principal amounts
specified below its name in Schedule A. Your obligation hereunder and the obligations of the Other
Purchasers under the Other Agreements are several and not joint obligations and you shall have no
obligation under any Other Agreement and no liability to any Person for the performance or
non-performance by any Other Purchaser thereunder. This Agreement and the other Agreements shall
constitute one single agreement for purposes of New York General Obligations Law section 5-501.



3. CLOSING.



The sale and purchase of the Notes to be purchased by you and the Other Purchasers shall occur
at the offices of Bingham McCutchen LLP, One State Street, Hartford, Connecticut 06103, at 10:00
a.m., local time, at a closing (the “Closing”) on September 21, 2004. At the Closing, the Company
will deliver to you the Notes to be purchased by you in the form of a single Note (or such greater
number of Notes in denominations of at least $500,000 as you may request), dated the date of the
Closing and registered in your name (or in the name of your nominee), as indicated in Schedule A,
against delivery by you to the Company or its order of immediately available funds in the amount of
the purchase price therefor by wire transfer of immediately available funds for credit to such
account or accounts as shall be specified in a letter on the Company’s letterhead, in substantially
the form of Exhibit 3 attached hereto, from the Company to you and each of the Other Purchasers.
If, at the Closing, the Company shall fail to tender such Notes to you as provided above in this
Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to your
satisfaction, you shall, at your election, be relieved of all further obligations under this
Agreement, without thereby waiving any rights you may have by reason of such failure or such
nonfulfillment.



4. CONDITIONS TO CLOSING.



Your obligation to purchase and pay for the Notes to be sold to you at the Closing is subject
to the fulfillment to your satisfaction, prior to or at the Closing, of the following conditions:




4.1. Representations and Warranties.



The representations and warranties of the Company in this Agreement shall be correct when made
and at the time of the Closing.




4.2. Performance; No Default.



The Company shall have performed and complied with all agreements and conditions contained in
the Financing Documents required to be performed or complied with by the Company prior to or at the
Closing and after giving effect to the issue and sale of the Notes (and the application of the
proceeds thereof as contemplated by Schedule 5.15) no Default or Event of Default shall have
occurred and be continuing. Neither the Company nor any Subsidiary shall have entered into any
transaction since the date of the Memorandum that would have been prohibited by any of Sections
10.1, 10.3, 10.4, 10.5, 10.6 or 10.7 hereof had such Sections applied since such date.




4.3. Compliance Certificates.




(a) Officer’s Certificate. The Company shall have delivered to you an Officer’s
Certificate, dated the date of the Closing, certifying that the conditions specified in
Sections 4.1, 4.2 and 4.9 have been fulfilled.




(b) Secretary’s Certificate. The Company shall have delivered to you a certificate,
signed on its behalf by its Secretary or its Assistant Secretary, and one other officer of
the Company, dated the date of the Closing, certifying as to the resolutions attached
thereto and other corporate proceedings relating to the authorization, execution and
delivery of the Notes, this Agreement and the Other Agreements.




4.4. Opinions of Counsel.



You shall have received opinions in form and substance satisfactory to you, dated the date of
the Closing, from




(a) David A. Kastelic, General Counsel for the Company, substantially in the form set
forth in Exhibit 4.4(a) and covering such other matters incident to the transactions
contemplated hereby as you or your counsel may reasonably request (and the Company hereby
instructs such counsel to deliver such opinion to you); and




(b) Bingham McCutchen LLP, your special counsel in connection with such transactions,
substantially in the form set forth in Exhibit 4.4(b) and covering such other matters
incident to such transactions as you may reasonably request.




4.5. Purchase Permitted By Applicable Law, etc.



On the date of the Closing, your purchase of Notes and all other proceedings taken in
connection with the transaction contemplated by this Agreement and the other Financing Documents
shall (a) be permitted by the laws and regulations of each jurisdiction to which you are subject,
without recourse to provisions (such as Section 1405(a)(8) of the New York Insurance Law)
permitting limited investments by insurance companies without restriction as to the character of
the particular investment, (b) not violate any applicable law or regulation (including, without
limitation, Section 5 of the Securities Act or Regulation T, U or X of the Board of Governors of
the Federal Reserve System) and (c) not subject you to any tax, penalty or liability under or
pursuant to any applicable law or regulation, which law or regulation was not in effect on the date
hereof. If requested by you, you shall have received an Officer’s Certificate certifying as to
such matters of fact as you may reasonably specify to enable you to determine whether such purchase
is so permitted.




4.6. Sale of Other Notes.



Contemporaneously with the Closing, the Company shall sell to the Other Purchasers and the
Other Purchasers shall purchase the Notes to be purchased by them at the Closing as specified in
Schedule A.




4.7. Payment of Special Counsel Fees.



Without limiting the provisions of Section 15.1, the Company shall have paid on or before the
Closing the fees, charges and disbursements of your special counsel referred to in Section 4.4(b)
to the extent reflected in a statement of such counsel rendered to the Company at least one (1)
Business Day prior to the Closing.




4.8. Private Placement Number.



A Private Placement number issued by Standard & Poor’s CUSIP Service Bureau (in cooperation
with the Securities Valuation Office of the National Association of Insurance Commissioners) shall
have been obtained for the Notes.




4.9. Changes in Corporate Structure.



Except as specified in Schedule 4.9, the Company shall not have changed its jurisdiction of
incorporation or been a party to any merger or consolidation and shall not have succeeded to all or
any substantial part of the liabilities of any other entity, at any time following the date of the
most recent financial statements referred to in Schedule 5.5.




4.10. Offeree Letter.



Mitsubishi Securities (USA), Inc. shall have delivered to the Company, their counsel, you,
each Other Purchaser and your special counsel an offeree letter, in form and substance satisfactory
to you, confirming the manner of the offering of the Notes by Mitsubishi Securities (USA), Inc.




4.11. Proceedings and Documents.



All corporate and other proceedings in connection with the transactions contemplated by this
Agreement and all documents and instruments incident to such transactions shall be satisfactory to
you and your special counsel, and you and your special counsel shall have received all such
counterpart originals or certified or other copies of such documents as you or they may reasonably
request.



5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.



	 	 	 
	The Company represents and warrants to you that:

	 
	 	 
	5.1.

	 	Organization; Power and Authority.







The Company is a nonstock agricultural cooperative corporation duly organized, validly
existing and in good standing under the laws of the State of Minnesota, and is duly qualified as a
foreign corporation and is in good standing in each jurisdiction in which such qualification is
required by law, other than those jurisdictions as to which the failure to be so qualified or in
good standing could not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect. The Company has the corporate power and authority to own or hold under
lease the properties it purports to own or hold under lease, to transact the business it transacts
and proposes to transact, to execute and deliver this Agreement, the Other Agreements and the Notes
and to perform the provisions hereof and thereof.




5.2. Authorization, etc.



The Company has all requisite corporate power to own and operate its respective properties and
to conduct its business as currently conducted and as currently proposed to be conducted. The
Company has all requisite corporate power to execute, deliver and perform its obligations under
this Agreement and the Notes. The Company has taken all necessary corporate action to authorize the
execution and delivery of, and the performance of its obligations under, each of the Financing
Documents and this Agreement constitutes, and upon execution and delivery thereof each Note will
constitute a legal, valid and binding obligation of the Company enforceable against the Company in
accordance with its terms, except, in each case, as such enforceability may be limited by (i)
applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the
enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law).




5.3. Disclosure.



The Company, through its agent, Mitsubishi Securities (USA), Inc. has delivered to you and
each Other Purchaser a copy of a Confidential Private Placement Memorandum, dated August 11, 2004
(the “Memorandum”), relating to the transactions contemplated hereby. The Memorandum fairly
describes, in all material respects, the general nature of the business and principal properties of
the Company and its Subsidiaries. Except as disclosed in Schedule 5.3, this Agreement, the other
Financing Documents, the Memorandum, the documents, certificates or other writings delivered to you
by or on behalf of the Company in connection with the transactions contemplated by the Financing
Documents and the financial statements listed in Schedule 5.5, taken as a whole, do not contain any
untrue statement of a material fact or omit to state any material fact necessary to make the
statements herein or therein not misleading in light of the circumstances under which they were
made. Except as disclosed in the Memorandum or as expressly described in Schedule 5.3, or in one
of the documents, certificates or other writings identified therein, or in the financial statements
listed in Schedule 5.5, since August 31, 2003, there has been no change in the financial condition,
operations, business, properties or prospects of the Company or any Subsidiary except changes that
individually or in the aggregate could not reasonably be expected to have a Material Adverse
Effect. There is no fact known to the Company that could reasonably be expected to have a Material
Adverse Effect that has not been set forth herein or in the Memorandum or in the other documents,
certificates and other writings delivered to you by or on behalf of the Company specifically for
use in connection with the transactions contemplated hereby.




5.4. Organization and Ownership of Shares of Subsidiaries; Affiliates.




(a) Schedule 5.4 contains (except as noted therein) complete and correct lists of (i)
the Company’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the
jurisdiction of its organization, and the percentage of shares of each class of its capital
stock or similar equity interests outstanding owned by the Company and each other
Subsidiary, (ii) the Company’s Affiliates, other than Subsidiaries, and (iii) the Company’s
directors and senior officers.




(b) All of the outstanding shares of capital stock or similar equity interests of each
Subsidiary shown in Schedule 5.4 as being owned by the Company or its Subsidiaries have been
validly issued, are fully paid and nonassessable and are owned by the Company or another
Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4).




(c) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity
duly organized, validly existing and in good standing under the laws of its jurisdiction of
organization, and is duly qualified as a foreign corporation or other legal entity and is in
good standing in each jurisdiction in which such qualification is required by law, other
than those jurisdictions as to which the failure to be so qualified or in good standing
could not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.




(d) No Subsidiary is a party to, or otherwise subject to any legal restriction or any
agreement (other than the agreements listed on Schedule 5.4 and customary limitations
imposed by corporate law statutes) restricting the ability of such Subsidiary to pay
dividends out of profits or make any other similar distributions of profits to the Company
or any of its Subsidiaries that owns outstanding shares of capital stock or similar equity
interests of such Subsidiary.




5.5. Financial Statements.



The Company has delivered to you and each Other Purchaser copies of the financial statements
of the Company and its Subsidiaries listed on Schedule 5.5. All of said financial statements
(including in each case the related schedules and notes) fairly present in all material respects
the consolidated financial position of the Company and its Subsidiaries as of the respective dates
specified in such Schedule and the consolidated results of their operations and cash flows for the
respective periods so specified and have been prepared in accordance with GAAP consistently applied
throughout the periods involved except as set forth in the notes thereto (subject, in the case of
any interim financial statements, to normal year-end adjustments).




5.6. Compliance with Laws, Other Instruments, etc.



The execution, delivery and performance by the Company of this Agreement and the Notes will
not (a) contravene, result in any breach of, or constitute a default under, or result in the
creation of any Lien in respect of any property of the Company or any Subsidiary under, any
indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or
by-laws, or any other agreement or instrument to which the Company or any Subsidiary is bound or by
which the Company or any Subsidiary or any of their respective properties may be bound or affected,
(b) conflict with or result in a breach of any of the terms, conditions or provisions of any order,
judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the
Company or any Subsidiary or (c) violate any provision of any statute or other rule or regulation
of any Governmental Authority applicable to the Company or any Subsidiary. The Company is not a
party to any contract or agreement or subject to any charter or other corporate restrictions which
materially and adversely affects its business, property, assets, financial condition or results of
operations, and the Company is not a party to, or otherwise subject to any provision contained in,
any instrument evidencing Debt of the Company, any agreement relating thereto or any other contract
or agreement (including its charter) which limits the amount of, or otherwise imposes restrictions
on the incurring of, Debt of the Company of the type to be evidenced by the Notes except as set
forth in the agreements listed in Schedule 5.6 attached hereto (as such Schedule 5.6 may have been
modified from time to time by written supplements thereto delivered by the Company and accepted in
writing by the Required Holders). The provisions of this Agreement and the Notes do not contravene
any agreement listed in Schedule 5.6.




5.7. Governmental Authorizations, etc.



No consent, approval or authorization of, or registration, filing or declaration with, any
Governmental Authority is required in connection with the execution, delivery or performance by the
Company of this Agreement or the Notes.




5.8. Litigation; Observance of Agreements, Statutes and Orders.




(a) There are no actions, suits, investigations or proceedings pending or, to the
knowledge of the Company or any of its Subsidiaries, threatened against or affecting the
Company or any Subsidiary or any properties or rights of the Company or any Subsidiary in
any court or before any arbitrator of any kind or before or by any Governmental Authority
that, individually or in the aggregate, could reasonably be expected to have a Material
Adverse Effect.




(b) Neither the Company nor any Subsidiary is in default under any term of any
agreement or instrument to which it is a party or by which it is bound, or any order,
judgment, decree or ruling of any court, arbitrator or Governmental Authority or is in
violation of any applicable law, ordinance, rule or regulation (including, without
limitation, Environmental Laws and the USA Patriot Act) of any Governmental Authority, which
default or violation, individually or in the aggregate, could reasonably be expected to have
a Material Adverse Effect.




5.9. Taxes.



The Company and its Subsidiaries have filed all Federal, state and other tax returns that are,
to the knowledge of the officers of the Company, required to have been filed in any jurisdiction,
and have paid all taxes shown to be due and payable on such returns and all other taxes and
assessments levied upon them or their properties, assets, income or franchises, to the extent such
taxes and assessments have become due and payable and before they have become delinquent, except
for any taxes and assessments (a) the amount of which is not individually or in the aggregate
Material or (b) the amount, applicability or validity of which is currently being contested in good
faith by appropriate proceedings and with respect to which the Company or a Subsidiary, as the case
may be, has established adequate reserves in accordance with GAAP. The Company knows of no basis
for any other tax or assessment that could reasonably be expected to have a Material Adverse
Effect. The charges, accruals and reserves on the books of the Company and its Subsidiaries in
respect of Federal, state or other taxes for all fiscal periods are adequate. The Federal income
tax liabilities of the Company and its Subsidiaries have been determined by the Internal Revenue
Service and paid for all fiscal years up to and including the fiscal year ended August 31, 2000.
The Company is a cooperative association taxed under the provisions of “subchapter T” of the Code
and the Company does not presently intend to alter its status as a subchapter T cooperative
association for Federal income tax purposes.




5.10. Title to Property; Leases.



Except for defects in title which, individually or in the aggregate, could not reasonably be
expected to have a Material Adverse Effect, the Company has and each of its Subsidiaries has good
and indefeasible title to its respective real properties (other than properties which it leases)
and good title to all of its other respective properties and assets that individually or in the
aggregate are Material, including all such properties reflected in the most recent audited balance
sheet referred to in Section 5.5 or purported to have been acquired by the Company or any
Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of
business), in each case free and clear of Liens prohibited by this Agreement. All leases that
individually or in the aggregate are Material are valid and subsisting and are in full force and
effect in all material respects.




5.11. Permits and Other Operating Rights.



The Company and each Subsidiary of the Company has all such valid and sufficient certificates
of convenience and necessity, franchises, licenses, permits, operating rights and other
authorizations from all Governmental Authorities having jurisdiction over the Company or any
Subsidiary or any of its properties, as are necessary for the ownership, operation and maintenance
of its businesses and properties, as presently conducted and as proposed to be conducted while the
Notes are outstanding, subject to exceptions and deficiencies which, individually or in the
aggregate, would not reasonably be expected to have a Material Adverse Effect, and such
certificates of convenience and necessity, franchises, licenses, permits, operating rights and
other authorizations from all Governmental Authorities or any of its properties are free from
restrictions or conditions which, individually or in the aggregate, would reasonably be expected to
have a Material Adverse Effect.




5.12. Intellectual Property.




Except as disclosed in Schedule 5.12,




(a) the Company and its Subsidiaries own or possess all patents, copyrights, service
marks, trademarks and trade names, or rights thereto, that individually or in the aggregate
are Material, without known conflict with the rights of others;




(b) to the best knowledge of the Company, no product or practice of the Company or any
Subsidiary infringes in any material respect any patent, copyright, service mark, trademark,
trade name or other right owned by any other Person; and




(c) to the best knowledge of the Company, there is no Material violation by any Person
of any right of the Company or any of its Subsidiaries with respect to any patent,
copyright, service mark, trademark, trade name or other right owned or used by the Company
or any of its Subsidiaries.




5.13. Compliance with ERISA.




(a) The Company and each ERISA Affiliate have operated and administered each Plan in
compliance with all applicable laws except for such instances of noncompliance as have not
resulted in and could not reasonably be expected to result in a Material Adverse Effect.
Neither the Company nor any ERISA Affiliate has incurred any liability pursuant to Title I
or IV of ERISA (aside from ordinary claims for benefits under the Plans) or the penalty or
excise tax provisions of the Code relating to employee benefit plans (as defined in Section
3 of ERISA), and no event, transaction or condition has occurred or exists that could
reasonably be expected to result in the incurrence of any such liability by the Company or
any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or
assets of the Company or any ERISA Affiliate, in either case pursuant to Title I or IV of
ERISA or to such penalty or excise tax provisions or to Section 401(a)(29) or 412 of the
Code, other than such liabilities or Liens as would not be individually or in the aggregate
Material.




(b) The present value of the aggregate benefit liabilities under each of the Plans
(other than Multiemployer Plans), determined as of the end of such Plan’s most recently
ended plan year on the basis of the actuarial assumptions specified for funding purposes in
such Plan’s most recent actuarial valuation report, did not exceed the aggregate current
value of the assets of such Plan allocable to such benefit liabilities by more than
$15,000,000 for any single Plan or by more than $20,000,000, in the aggregate, for all such
Plans. The term “benefit liabilities” has the meaning specified in section 4001 of ERISA
and the terms “current value” and “present value” have the meaning specified in section 3 of
ERISA.




(c) The Company and its ERISA Affiliates have not incurred withdrawal liabilities (and
are not subject to contingent withdrawal liabilities) under section 4201 or 4204 of ERISA in
respect of Multiemployer Plans that individually or in the aggregate are Material.




(d) The expected postretirement benefit obligation (determined as of the last day of
the Company’s most recently ended fiscal year in accordance with Financial Accounting
Standards Board Statement No. 106, without regard to liabilities attributable to
continuation coverage mandated by section 4980B of the Code) of the Company and its
Subsidiaries is not Material.




(e) The execution and delivery of the Financing Documents and the issuance and sale of
the Notes hereunder will not involve any transaction that is subject to the prohibitions of
section 406 of ERISA or in connection with which a tax could be imposed pursuant to section
4975(c)(1)(A)-(D) of the Code. The representation by the Company in the first sentence of
this Section 5.13(e) is made in reliance upon and subject to the accuracy of your
representation in Section 6.2 as to the sources of the funds used to pay the purchase price
of the Notes to be purchased by you.




5.14. Private Offering by the Company.



Neither the Company nor anyone acting on its behalf has, directly or indirectly, offered the
Notes or any similar securities for sale to, or solicited any offer to buy any of the same from, or
otherwise approached or negotiated in respect thereof with, any Person other than you, the Other
Purchasers and not more than 15 other Institutional Investors, each of which has been offered the
Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has
taken, or will take, any action that would subject the issuance or sale of the Notes to the
registration requirements of Section 5 of the Securities Act or to the provisions of any securities
or “blue sky” laws of any applicable jurisdiction.




5.15. Use of Proceeds; Margin Regulations.




(a) Use of Proceeds. The Company will apply the proceeds of the sale of the Notes as
set forth in Schedule 5.15.




(b) Margin Regulations. None of the Company or any of its Subsidiaries owns or has any
present intention of acquiring any “margin stock” as defined in Regulation U (12 CFR Part
221) of the Board of Governors of the Federal Reserve System of the United States (herein
called “margin stock”) under such circumstances as to involve either the Company or any
Subsidiary in a violation of said Regulation U. No part of the proceeds from the sale of
the Notes hereunder will be used, directly or indirectly, for the purpose, whether
immediate, incidental or ultimate, of purchasing or carrying any margin stock or for the
purpose of maintaining, reducing or retiring any Debt which was originally incurred to
purchase or carry any stock that is currently a margin stock or for any other purpose which
might constitute this transaction a “purpose credit” within the meaning of such Regulation
U. The Company is not engaged principally, or as one of its important activities, in the
business of extending credit for the purpose of purchasing or carrying margin stock.
Neither the Company nor any agent acting on its behalf has taken or will take any action
which might cause this Agreement or the Notes to violate Regulation T, Regulation U or any
other regulation of the Board of Governors of the Federal Reserve System of the United
States or to violate the Exchange Act, in each case as in effect now or as the same may
hereafter be in effect.




5.16. Existing Debt; Future Liens.




(a) Except as described therein, Schedule 5.16 sets forth a complete and correct list
of all outstanding Debt of the Company and its Subsidiaries in excess of $10,000,000 or
having commitments in excess thereof as of the date of the Closing. Neither the Company nor
any Subsidiary is in default and no waiver of default is currently in effect, in the payment
of any principal or interest on any Debt of the Company or such Subsidiary and no event or
condition exists with respect to any Debt of the Company or any Subsidiary that would permit
(or that with notice or the lapse of time, or both, would permit) one or more Persons to
cause such Debt to become due and payable before its stated maturity or before its regularly
scheduled dates of payment.




(b) The aggregate amount of all outstanding Debt of the Company and its Subsidiaries
not set forth on Schedule 5.16 does not exceed $5,000,000.




(c) Except as disclosed in Schedule 5.16, neither the Company nor any Subsidiary has
agreed or consented to cause or permit in the future (upon the happening of a contingency or
otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a
Lien not permitted by Section 10.6.




5.17. Foreign Assets Control Regulations, etc.




(a) Neither the sale of the Notes by the Company hereunder nor its use of the proceeds
thereof will violate the Trading with the Enemy Act, as amended, or any of the foreign
assets control regulations of the United States Treasury Department (31 CFR, Subtitle B,
Chapter V, as amended) or any enabling legislation or executive order relating thereto.




(b) Neither the Company nor any of its Subsidiaries has violated, nor will any of them
violate, the provisions of United States Executive Order 13224 of September 23, 2001
Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit,
or Support Terrorism (Exec. Order No. 13224, 66 Fed. Reg. 49079 (2001)).




5.18. Status under Certain Statutes.



Neither the Company nor any Subsidiary is subject to regulation under the Investment Company
Act of 1940, as amended, the Public Utility Holding Company Act of 1935, as amended, the ICC
Termination Act of 1995, as amended, or the Federal Power Act, as amended.




5.19. Environmental Matters.



Neither the Company nor any Subsidiary has knowledge of any claim or has received any notice
of any claim, and no proceeding has been instituted raising any claim against the Company or any of
its Subsidiaries or any of their respective real properties now or formerly owned, leased or
operated by any of them or other assets, alleging any damage to the environment or violation of any
Environmental Laws, except, in each case, such as could not reasonably be expected to result in a
Material Adverse Effect. Except as otherwise disclosed to you in writing,




(a) neither the Company nor any Subsidiary has knowledge of any facts which would give
rise to any claim, public or private, of violation of Environmental Laws or damage to the
environment emanating from, occurring on or in any way related to real properties now or
formerly owned, leased or operated by any of them or to other assets or their use, except,
in each case, such as could not reasonably be expected to result in a Material Adverse
Effect;




(b) neither the Company nor any of its Subsidiaries has stored any Hazardous Materials
on real properties now or formerly owned, leased or operated by any of them and has not
disposed of any Hazardous Materials in a manner contrary to any Environmental Laws in each
case in any manner that could reasonably be expected to result in a Material Adverse Effect;
and




(c) all buildings on all real properties now owned, leased or operated by the Company
or any of its Subsidiaries are in compliance with applicable Environmental Laws, except
where failure to comply could not reasonably be expected to result in a Material Adverse
Effect.




5.20. Solvency.



The Company, after giving effect to the transactions contemplated by the Financing Documents,
will not be engaged in any business or transaction, or about to engage in any business or
transaction, for which the Company has unreasonably small assets or capital (within the meaning of
the Uniform Fraudulent Transfer Act, the Uniform Fraudulent Conveyance Act and Section 548 of Title
11 of the United States Code), and the Company does not have any intent to hinder, delay or defraud
any Person to which it is, or will become, on or after the date of Closing, indebted to or to incur
debts that would be beyond its ability to pay as they mature.




5.21. Hostile Tender Offers.




None of the proceeds of the sale of any Notes will be used to finance a Hostile Tender Offer.




5.22. Ranking of Notes.



The Company’s obligations under the Notes and this Agreement will, upon issuance of the Notes,
rank at least pari passu, without preference or priority, with all of its other outstanding
unsecured and unsubordinated obligations, except for those obligations that are, or are liable to
be, mandatorily preferred by law.



6. REPRESENTATIONS OF THE PURCHASER.




6.1. Purchase for Investment.



You represent that you are purchasing the Notes for your own account or for one or more
separate accounts maintained by you or for the account of one or more pension or trust funds and
not with a view to the distribution thereof, provided that the disposition of your or their
property shall at all times be within your or their control. You understand that the Notes have
not been registered under the Securities Act and may be resold only if registered pursuant to the
provisions of the Securities Act or if an exemption from registration is available, except under
circumstances where neither such registration nor such an exemption is required by law, and that
the Company is not required to register the Notes.




6.2. Source of Funds.



You represent that at least one of the following statements is an accurate representation as
to each source of funds (a “Source”) to be used by you to pay the purchase price of the Notes to be
purchased by you hereunder:




(a) the Source is an “insurance company general account” (as the term is defined in the
United States Department of Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in
respect of which the reserves and liabilities (as defined by the annual statement for life
insurance companies approved by the National Association of Insurance Commissioners (the
“NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any
employee benefit plan together with the amount of the reserves and liabilities for the
general account contract(s) held by or on behalf of any other employee benefit plans
maintained by the same employer (or affiliate thereof as defined in PTE 95-60) or by the
same employee organization in the general account do not exceed 10% of the total reserves
and liabilities of the general account (exclusive of separate account liabilities) plus
surplus as set forth in the NAIC Annual Statement filed with your state of domicile; or




(b) the Source is a separate account that is maintained solely in connection with your
fixed contractual obligations under which the amounts payable, or credited, to any employee
benefit plan (or its related trust) that has any interest in such separate account (or to
any participant or beneficiary of such plan (including any annuitant)) are not affected in
any manner by the investment performance of the separate account; or




(c) the Source is either (i) an insurance company pooled separate account, within the
meaning of PTE 90-1 or (ii) a bank collective investment fund, within the meaning of the PTE
91-38 and, except as disclosed by you to the Company in writing pursuant to this clause (c),
no employee benefit plan or group of plans maintained by the same employer or employee
organization beneficially owns more than 10% of all assets allocated to such pooled separate
account or collective investment fund; or




(d) the Source constitutes assets of an “investment fund” (within the meaning of Part V
of PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or
“QPAM” (within the meaning of Part V of the QPAM Exemption), no employee benefit plan’s
assets that are included in such investment fund, when combined with the assets of all other
employee benefit plans established or maintained by the same employer or by an affiliate
(within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the
same employee organization and managed by such QPAM, exceed 20% of the total client assets
managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are
satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the
definition of “control” in Section V(e) of the QPAM Exemption) owns a 5% or more interest in
the Company and (i) the identity of such QPAM and (ii) the names of all employee benefit
plans whose assets are included in such investment fund have been disclosed to the Company
in writing pursuant to this clause (d); or




(e) the Source constitutes assets of a “plan(s)” (within the meaning of Section IV of
PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within
the meaning of Part IV of the INHAM Exemption), the conditions of Part I(a), (g) and (h) of
the INHAM Exemption are satisfied, neither the INHAM nor a person controlling or controlled
by the INHAM (applying the definition of “control” in Section IV(h) of the INHAM Exemption)
owns a 5% or more interest in the Company and (i) the identity of such INHAM and (ii) the
name(s) of the employee benefit plan(s) whose assets constitute the Source have been
disclosed to the Company in writing pursuant to this clause (e); or




(f) the Source is a governmental plan; or




(g) the Source is one or more employee benefit plans, or a separate account or trust
fund comprised of one or more employee benefit plans, each of which has been identified to
the Company in writing pursuant to this clause (g); or




(h) the Source does not include assets of any employee benefit plan, other than a plan
exempt from the coverage of ERISA.



As used in this Section 6.2, the terms “employee benefit plan”, “governmental plan” and “separate
account” shall have the respective meanings assigned to such terms in Section 3 of ERISA.



7. INFORMATION AS TO COMPANY.




7.1. Financial and Business Information.




The Company shall deliver to each holder of Notes that is an Institutional Investor:




(a) Quarterly Statements — within 45 days after the end of each quarterly fiscal
period in each fiscal year of the Company (other than the last quarterly fiscal period of
each such fiscal year), duplicate copies of,




(i) a consolidated balance sheet of the Company and its Subsidiaries as at the
end of such quarter, and




(ii) consolidated statements of income, changes in members’ equity and cash
flows of the Company and its Subsidiaries, for such quarter and (in the case of the
second and third quarters) for the portion of the fiscal year ending with such
quarter,




setting forth in each case in comparative form the figures for the corresponding periods in
the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP
applicable to quarterly financial statements generally, and certified by a Senior Financial
Officer as fairly presenting, in all material respects, the financial position of the
companies being reported on and their results of operations and cash flows, subject to
changes resulting from year-end adjustments, provided that delivery within the time period
specified above of copies of the Company’s Quarterly Report on Form 10-Q prepared in
compliance with the requirements therefor and filed with the Securities and Exchange
Commission shall be deemed to satisfy the requirements of this Section 7.1(a);




(b) Annual Statements — within 90 days after the end of each fiscal year of the
Company, duplicate copies of,




(i) consolidated and consolidating balance sheets of the Company and its
Subsidiaries, as at the end of such year, and




(ii) consolidated and consolidating statements of income and cash flows and a
consolidated statement of members’ equity of the Company and its Subsidiaries, for
such year,




setting forth in each case, in comparative form, the figures for the previous fiscal year,
all in reasonable detail, prepared in accordance with GAAP, and accompanied by,




(A) an opinion thereon of independent certified public accountants of
recognized national standing, which opinion shall state that such financial
statements present fairly, in all material respects, the financial position of the
companies being reported upon and their results of operations and cash flows and
have been prepared in conformity with GAAP, and that the examination of such
accountants in connection with such financial statements has been made in accordance
with generally accepted auditing standards, and that such audit provides a
reasonable basis for such opinion in the circumstances, and




(B) a certificate of such accountants stating that they have reviewed this
Agreement and stating further whether, in making their audit, they have become aware
of any condition or event that then constitutes a Default or an Event of Default
arising under Section 10.2 insofar as such Default or Event of Default relates to
Section 10.2(b)(iii)(B), Sections 10.3 through 10.5 and Section 10.7(b), and, if
they are aware that any such condition or event then exists, specifying the nature
and period of the existence thereof (it being understood that such accountants shall
not be liable, directly or indirectly, for any failure to obtain knowledge of any
such Default or Event of Default unless such accountants should have obtained
knowledge thereof in making an audit in accordance with generally accepted auditing
standards or did not make such an audit);




provided that the delivery within the time period specified above of the Company’s Annual
Report on Form 10-K for such fiscal year (together with the Company’s annual report to
members, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in
accordance with the requirements therefor and filed with the Securities and Exchange
Commission, together with the accountant’s certificate described in clause (B) above, shall
be deemed to satisfy the requirements of this Section 7.1(b).




(c) SEC and Other Reports — promptly upon their becoming available, one copy of (i)
each financial statement, report, notice or proxy statement sent by the Company or any
Subsidiary to public securities holders generally, and (ii) each regular or periodic report,
each registration statement (without exhibits except as expressly requested by such holder),
and each prospectus and all amendments thereto filed by the Company or any Subsidiary with
the Securities and Exchange Commission and of all press releases and other statements made
available generally by the Company or any Subsidiary to the public concerning developments
that are Material;




(d) Notice of Default or Event of Default — promptly, and in any event within five
days after a Responsible Officer becoming aware of the existence of any Default or Event of
Default or that any Person has given any notice or taken any action with respect to a
claimed default hereunder or that any Person has given any notice or taken any action with
respect to a claimed default of the type referred to in Section 11(f), a written notice
specifying the nature and period of existence thereof and what action the Company is taking
or proposes to take with respect thereto;




(e) ERISA Matters — promptly, and in any event within five days after a Responsible
Officer becoming aware of any of the following, a written notice setting forth the nature
thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with
respect thereto:




(i) with respect to any Plan, any reportable event, as defined in section
4043(b) of ERISA and the regulations thereunder, for which notice thereof has not
been waived pursuant to such regulations as in effect on the date hereof; or




(ii) the taking by the PBGC of steps to institute, or the threatening by the
PBGC of the institution of, proceedings under section 4042 of ERISA for the
termination of, or the appointment of a trustee to administer, any Plan, or the
receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan
that such action has been taken by the PBGC with respect to such Multiemployer Plan;
or




(iii) any event, transaction or condition that could result in the incurrence
of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV of
ERISA or the penalty or excise tax provisions of the Code relating to employee
benefit plans, or in the imposition of any Lien on any of the rights, properties or
assets of the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or
such penalty or excise tax provisions, if such liability or Lien, taken together
with any other such liabilities or Liens then existing, could reasonably be expected
to have a Material Adverse Effect;




(f) Notices from Governmental Authority — promptly, and in any event within 30 days of
receipt thereof, copies of any notice to the Company or any Subsidiary from any Governmental
Authority relating to any order, ruling, statute or other law or regulation that could
reasonably be expected to have a Material Adverse Effect; and




(g) Requested Information — with reasonable promptness, such other data and
information relating to the business, operations, affairs, financial condition, assets or
properties of the Company or any of its Subsidiaries or relating to the ability of the
Company to perform its obligations hereunder and under the Financing Documents as from time
to time may be reasonably requested by any such holder of Notes; and




(h) Information Required by Rule 144A – with reasonable promptness, upon the request of
any such holder, such financial and other information as such holder may reasonably
determine to be necessary in order to permit compliance with the information requirements of
Rule 144A under the Securities Act in connection with the resale of Notes, except at such
times as the Company is subject to and in compliance with the reporting requirements of
section 13 or 15(d) of the Exchange Act.




7.2. Officer’s Certificate.



Each set of financial statements delivered to a holder of Notes pursuant to Section 7.1(a) or
Section 7.1(b) hereof shall be accompanied by a certificate of a Senior Financial Officer setting
forth:




(a) Covenant Compliance — the information (including detailed calculations) required
in order to establish whether the Company was in compliance with the requirements of
Sections 10.3 through 10.5 and Section 10.7 hereof, inclusive, during the quarterly or
annual period covered by the statements then being furnished (including with respect to each
such Section, where applicable, the calculations of the maximum or minimum amount, ratio or
percentage, as the case may be, permissible under the terms of such Sections, and the
calculation of the amount, ratio or percentage then in existence); and




(b) Event of Default — a statement that such officer has reviewed the relevant terms
hereof and has made, or caused to be made, under his or her supervision, a review of the
transactions and conditions of the Company and its Subsidiaries from the beginning of the
quarterly or annual period covered by the statements then being furnished to the date of the
certificate and that such review shall not have disclosed the existence during such period
of any condition or event that constitutes a Default or an Event of Default or, if any such
condition or event existed or exists (including, without limitation, any such event or
condition resulting from the failure of the Company or any Subsidiary to comply with any
Environmental Law), specifying the nature and period of existence thereof and what action
the Company shall have taken or proposes to take with respect thereto.




7.3. Inspection.



The Company shall permit the representatives of each holder of Notes that is an Institutional
Investor:




(a) No Default — if no Default or Event of Default then exists, at the expense of such
holder and upon reasonable prior notice to the Company, to visit the principal executive
office of the Company or any Subsidiary, to discuss the affairs, finances and accounts of
the Company and its Subsidiaries with the Company’s officers, and (with the consent of the
Company, which consent will not be unreasonably withheld) its independent public
accountants, and (with the consent of the Company, which consent will not be unreasonably
withheld) to visit the other offices and properties of the Company and each Subsidiary, all
at such reasonable times and as often as may be reasonably requested in writing; and




(b) Default — if a Default or Event of Default then exists, at the expense of the
Company to visit and inspect any of the offices or properties of the Company or any
Subsidiary, to examine all their respective books of account, records, reports and other
papers, to make copies and extracts therefrom, and to discuss their respective affairs,
finances and accounts with their respective officers and independent public accountants (and
by this provision the Company authorizes said accountants to discuss the affairs, finances
and accounts of the Company and its Subsidiaries), all at such times and as often as may be
requested.



8. INTEREST; PAYMENT OF THE NOTES.




8.1. Interest Payments.



Interest on the Notes shall accrue on the unpaid principal balance of the Notes at the rates
and shall be computed on the basis as described in the Notes. Interest shall be due and payable as
provided in the Notes.




8.2. Required Principal Payments.




(a) Required Principal Payments. The Company shall pay, and there shall become due and
payable with respect to the Notes, the principal amount of $25,000,000 (each such payment a
“Required Principal Payment”) on September 21 in each year commencing on September 21,
2010 to and including September 21, 2013; provided, however, that the principal amount
of the Notes prepaid or purchased pursuant to Section Section 8.3 shall be applied against
the principal amount of each Required Principal Payment becoming due under this Section
8.2(a) in inverse order of their scheduled due dates; and provided further that upon any
partial prepayment of the Notes pursuant to Section 8.2(b) or Section 10.7, the principal
amount of each Required Principal Prepayment of the Notes becoming due under this Section
8.2(a) on and after the date of such prepayment shall be reduced in the same proportion as
the aggregate unpaid principal amount of the Notes is reduced as a result of such
prepayment. Each Required Principal Payment shall be at 100% of the principal amount paid,
together with interest accrued thereon to the date of payment. The entire remaining
outstanding principal amount of the Notes, together with all accrued and unpaid interest
thereon, shall be due and payable on September 21, 2014.




(b) Offer to Pay Notes Upon Change in Control.




(i) Notice and Offer. The Company will not take any action that consummates or
finalizes a Change in Control unless at least thirty (30) days prior to such action
it shall have given to each holder of the Notes written notice of such impending
Change in Control. The Company will, within five (5) Business Days after any
Responsible Officer has knowledge of the occurrence of any Change in Control, give
written notice of such Change in Control to each holder of Notes in the manner set
forth in Section 18. If a Change in Control has occurred, such written notice shall
contain, and shall constitute an irrevocable offer to prepay all or (at such
holder’s option) any portion of the Notes held by such holder on a date specified in
such notice (the “Proposed Prepayment Date”) that is not less than thirty (30) days
and not more than sixty (60) days after the date of such notice. If the Proposed
Prepayment Date shall not be specified in such notice, the Proposed Prepayment Date
shall be the 30th day after the date such notice shall have been sent by the
Company. In no event will the Company take any action to consummate or finalize a
Change in Control unless the Company has given the notice required by this Section
8.2(b)(i) and, contemporaneously with such action, the Company prepays all Notes
required to be prepaid in accordance with Section 8.2(b)(ii) hereof.




(ii) Acceptance and Payment. A holder of Notes may accept the offer to prepay
made pursuant to Section 8.2(b)(i) by causing a notice of acceptance of such offered
prepayment (specifying in such notice the amount of Notes with respect to which such
acceptance applies) to be delivered to the Company prior to the Proposed Prepayment
Date (it being understood that the failure by a holder to respond to such written
offer of prepayment prior to the Proposed Prepayment Date shall be deemed to
constitute a rejection of such offer with respect to all Notes held by such holder).
If so accepted, such offered prepayment shall be due and payable on the Proposed
Prepayment Date. Such offered prepayment shall be made at 100% of the principal
amount of such Notes so prepaid, plus interest on all such Notes accrued to the
Proposed Prepayment Date. If the Company shall at any time receive an acceptance of
an offer to prepay Notes pursuant to this Section 8.2(b)(ii) from some, but not all
of, the holders of the Notes, then the Company will, within two (2) Business Days
after the receipt of such acceptance, give written notice of such acceptance to each
other holder of the Notes.




(iii) Officer’s Certificate. Each offer to prepay the Notes pursuant to
Section 8.2(b) shall be accompanied by a certificate, executed by a Responsible
Officer of the Company and dated the date of such offer, specifying:




(A) the Proposed Prepayment Date;




(B) that such payment is to be made pursuant to the provisions of
Section 8.2(b) of this Agreement;




(C) the outstanding principal amount as of the Proposed Prepayment Date
of each Note offered to be prepaid;




(D) the unpaid interest that would be due on each such Note offered to
be prepaid, accrued to the date fixed for payment;




(E) that the conditions of Section 8.2(b) have been fulfilled; and




(F) in reasonable detail, the nature and date or proposed date of the
Change in Control.




8.3. Optional Prepayments with Make-Whole Amount.



The Company may, at its option, upon notice as provided below, prepay at any time all, or from
time to time any part of, the Notes, in integral multiples of $1,000,000 and in a minimum amount of
$5,000,000, at 100% of the principal amount so prepaid, plus interest thereon to the prepayment
date and the Make-Whole Amount determined for the prepayment date with respect to such principal
amount. The Company will give each holder of Notes written notice of each optional prepayment
under this Section 8.3 not less than ten (10) Business Days and not more than sixty (60) days prior
to the date fixed for such prepayment. Each such notice shall specify such prepayment date, the
aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each
Note held by such holder to be prepaid (determined in accordance with Section 8.4), and the
interest to be paid on the prepayment date with respect to such principal amount being prepaid, and
shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole
Amount due in connection with such prepayment (calculated as if the date of such notice were the
date of the prepayment), setting forth the details of such computation. Two (2) Business Days
prior to such prepayment, the Company shall deliver to each holder of Notes a certificate of a
Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified
prepayment date. Any partial prepayment of the Notes pursuant to this Section 8.3 shall be applied
in satisfaction of required payments of principal in inverse order of their scheduled due dates.




8.4. Allocation of Partial Prepayments.



In the case of each partial prepayment of the Notes pursuant to Section 8.3, the principal
amount of the Notes to be prepaid shall be allocated among all of the Notes at the time outstanding
in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof not
theretofore called for prepayment.




8.5. Maturity; Surrender, etc.



In the case of each prepayment of Notes pursuant to this Section 8, the principal amount of
each Note to be prepaid shall mature and become due and payable on the date fixed for such
prepayment, together with interest on such principal amount accrued to such date and, in the case
of any such prepayment pursuant to Section 8.3, the applicable Make-Whole Amount, if any. From and
after such date, unless the Company shall fail to pay such principal amount when so due and
payable, together with the interest and Make-Whole Amount, if any, as aforesaid, interest on such
principal amount shall cease to accrue. Any Note paid or prepaid in full shall be surrendered to
the Company and cancelled and shall not be reissued, and no Note shall be issued in lieu of any
prepaid principal amount of any Note.




8.6. Purchase of Notes.



The Company will not and will not permit any Affiliate to purchase, redeem, prepay or
otherwise acquire, directly or indirectly, any of the outstanding Notes except upon the payment or
prepayment of the Notes in accordance with the terms of this Agreement and the Notes. The Company
will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment
or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in
substitution or exchange for any such Notes.




8.7. Make-Whole Amount.



The term “Make-Whole Amount” means, with respect to any Note, an amount equal to the excess,
if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called
Principal of such Note over the amount of such Called Principal, provided that the Make-Whole
Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount,
the following terms have the following meanings:




“Called Principal” means, with respect to any Note, the principal of such Note that is
to be prepaid pursuant to Section 8.3 or has become or is declared to be immediately due and
payable pursuant to Section 12.1, as the context requires.




“Discounted Value” means, with respect to the Called Principal of any Note, the amount
obtained by discounting all Remaining Scheduled Payments with respect to such Called
Principal from their respective scheduled due dates to the Settlement Date with respect to
such Called Principal, in accordance with accepted financial practice and at a discount
factor (applied on the same periodic basis as that on which interest on the Notes is
payable) equal to the Reinvestment Yield with respect to such Called Principal.




“Reinvestment Yield” means, with respect to the Called Principal of any Note, the sum
of (a) 0.50% per annum plus (b) the yield to maturity implied by (i) the yields reported, as
of 10:00 A.M. (New York City time) on the second Business Day preceding the Settlement Date
with respect to such Called Principal, on the display designated as “Page PX1” on the
Bloomberg Financial Market Service (or such other display as may replace Page PX1 on the
Bloomberg Financial Market Service) for actively traded U.S. Treasury securities having a
maturity equal to the Remaining Average Life of such Called Principal as of such Settlement
Date, or (ii) if such yields are not reported as of such time or the yields reported as of
such time are not ascertainable, the Treasury Constant Maturity Series Yields reported, for
the latest day for which such yields have been so reported as of the second Business Day
preceding the Settlement Date with respect to such Called Principal, in Federal Reserve
Statistical Release H.15 (519) (or any comparable successor publication) for actively traded
U.S. Treasury securities having a constant maturity equal to the Remaining Average Life of
such Called Principal as of such Settlement Date. Such implied yield will be determined, if
necessary, by (a) converting U.S. Treasury bill quotations to bond-equivalent yields in
accordance with accepted financial practice and (b) interpolating linearly between (i) the
actively traded U.S. Treasury security with the maturity closest to and greater than the
Remaining Average Life and (ii) the actively traded U.S. Treasury security with the maturity
closest to and less than the Remaining Average Life.




“Remaining Average Life” means, with respect to any Called Principal, the number of
years (calculated to the nearest one-twelfth year) obtained by dividing (a) such Called
Principal into (b) the sum of the products obtained by multiplying (i) the principal
component of each Remaining Scheduled Payment with respect to such Called Principal by (ii)
the number of years (calculated to the nearest one-twelfth year) that will elapse between
the Settlement Date with respect to such Called Principal and the scheduled due date of such
Remaining Scheduled Payment.




“Remaining Scheduled Payments” means, with respect to the Called Principal of any Note,
all payments of such Called Principal and interest thereon that would be due after the
Settlement Date with respect to such Called Principal if no payment of such Called Principal
were made prior to its scheduled due date, provided that if such Settlement Date is not a
date on which interest payments are due to be made under the terms of the Notes, then the
amount of the next succeeding scheduled interest payment will be reduced by the amount of
interest accrued to such Settlement Date and required to be paid on such Settlement Date
pursuant to Section 8.3 or 12.1.




“Settlement Date” means, with respect to the Called Principal of any Note, the date on
which such Called Principal is to be prepaid pursuant to Section 8.3 or has become or is
declared to be immediately due and payable pursuant to Section 12.1, as the context
requires.



9. AFFIRMATIVE COVENANTS.



	 	 	 
	The Company covenants that so long as any of the Notes are outstanding:

	 
	 	 
	9.1.

	 	Compliance with Law.







The Company will and will cause each of its Subsidiaries to comply with all laws, ordinances
or governmental rules or regulations to which each of them is subject, including, without
limitation, Environmental Laws, and will obtain and maintain in effect all licenses, certificates,
permits, franchises and other governmental authorizations necessary to the ownership of their
respective properties or to the conduct of their respective businesses, in each case to the extent
necessary to ensure that non-compliance with such laws, ordinances or governmental rules or
regulations or failures to obtain or maintain in effect such licenses, certificates, permits,
franchises and other governmental authorizations could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.




9.2. Insurance.



The Company will and will cause each of its Subsidiaries to maintain, with financially sound
and reputable insurers, insurance with respect to their respective properties and businesses
against such casualties and contingencies, of such types, on such terms and in such amounts
(including deductibles, co-insurance and self-insurance, if adequate reserves are maintained with
respect thereto) as is customary in the case of entities of established reputations engaged in the
same or a similar business and similarly situated; provided, however, the Company may, to the
extent permitted by law, provide for appropriate self-insurance with respect to workers’
compensation.




9.3. Maintenance of Properties.



The Company will and will cause each of its Subsidiaries to maintain and keep, or cause to be
maintained and kept, their respective properties in good repair, working order and condition (other
than ordinary wear and tear), so that the business carried on in connection therewith may be
properly conducted at all times, provided that this Section shall not prevent the Company or any
Subsidiary from discontinuing the operation and the maintenance of any of its properties if such
discontinuance is desirable in the conduct of its business and the Company has concluded that such
discontinuance could not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.




9.4. Payment of Taxes and Claims.



The Company will and will cause each of its Subsidiaries to file all tax returns required to
be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such
returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of
their properties, assets, income or franchises, and to pay and discharge all amounts payable for
work, labor and materials, in each case to the extent such taxes, assessments, charges, levies and
amounts have become due and payable and before they have become delinquent and all claims for which
sums have become due and payable that have or might become a Lien on properties or assets of the
Company or any Subsidiary, provided that neither the Company nor any Subsidiary need pay any such
tax, assessment, charge, levy or amount payable if (a) the amount, applicability or validity
thereof is being actively contested by the Company or such Subsidiary on a timely basis in good
faith and in appropriate proceedings, and the Company or a Subsidiary has established adequate
reserves therefor in accordance with GAAP on the books of the Company or such Subsidiary or (b) the
nonpayment of all such taxes, assessments, charges, levies and amounts payable in the aggregate
could not reasonably be expected to have a Material Adverse Effect.




9.5. Corporate Existence, etc.



Subject to Section 10.2, the Company will at all times preserve and keep in full force and
effect its corporate existence and will at all times preserve and keep in full force and effect the
corporate existence of each of its Subsidiaries, except to the extent that, with respect to
Subsidiaries, in the good faith judgment of the Company, the failure to do so could not reasonably
be expected to, individually or in the aggregate, have a Material Adverse Effect. The Company will
at all times preserve and keep in full force and effect all certificates of convenience and
necessity, rights and franchises, licenses, permits, operating rights and other authorization from
any Governmental Authorities as are necessary for the ownership, operation and maintenance of its
and its Subsidiaries’ respective businesses and properties, unless the termination of or failure to
preserve and keep in full force and effect such right, certificate or franchise, license, permit,
operating right or other authorization would not reasonably be expected, individually or in the
aggregate, to have a Material Adverse Effect.




9.6. Pari Passu



The Company covenants that all Debt owing under the Notes and under this Agreement will rank
at least pari passu with all its other present and future unsecured Senior Debt.



10. NEGATIVE COVENANTS.



	 	 	 
	The Company covenants that so long as any of the Notes are outstanding:

	 
	 	 
	10.1.

	 	Transactions with Affiliates.







The Company will not, and will not permit any Subsidiary to, enter into directly or indirectly
any transaction or Material group of related transactions (including, without limitation, the
purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with
any Affiliate, except in the ordinary course and pursuant to the reasonable requirements of the
Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the
Company or such Subsidiary than would be obtainable in a comparable arm’s-length transaction with a
Person not an Affiliate.




10.2. Merger, Consolidation, etc.



The Company will not, and will not permit any Subsidiary to, directly or indirectly,
consolidate with, or merge into, any other Person or permit any other Person to consolidate with,
or merge into, it, except that




(a) any Subsidiary may consolidate with, or merge into, the Company or any Wholly-Owned
Subsidiary if the Company or such Wholly-Owned Subsidiary is the surviving corporation; and




(b) the Company may consolidate with, or merge into, any other Person, or permit any
other Person to consolidate with, or merge into, it, if




(i) the successor formed by such consolidation or the survivor of such merger
(the “Surviving Corporation”), is a solvent corporation organized under the laws of
the United States of America or any State thereof (including the District of
Columbia),




(ii) if the Company is not the Surviving Corporation, (A) the Surviving
Corporation shall have executed and delivered to each holder of the Notes its
written assumption of the due and punctual performance and payment of each covenant
and condition of the Company in this Agreement, the Other Agreements and the Notes,
which assumption shall be in form and substance approved in writing by the Required
Holders, and (B) the Company shall have caused to be delivered to each holder of the
Notes an opinion of nationally recognized independent counsel, or other independent
counsel reasonably satisfactory to the Required Holders, to the effect that all
agreements or instruments effecting such assumption are enforceable in accordance
with their terms and comply with the terms hereof, and




(iii) immediately after giving effect to such transaction,




(A) no Default or Event of Default shall exist, and




(B) the Surviving Corporation is permitted to incur at least $1.00 of
additional Funded Debt under the provisions of Section 10.3 (on the
assumption that such transaction was consummated immediately prior to the
end of the most recently ended fiscal quarter) and Section 10.4 and at least
$1.00 of additional Priority Debt under the provisions of Section 10.5.




10.3. Funded Debt to Consolidated Cash Flows.



The Company will not permit the ratio of (i) Consolidated Funded Debt to (ii) Consolidated
Cash Flow determined as of the end of the four fiscal quarter period then most recently ended, to
exceed 3.00 to 1.00 at any time.




10.4. Adjusted Consolidated Funded Debt to Consolidated Members’ and Patrons’ Equity.



The Company shall not permit the ratio of Adjusted Consolidated Funded Debt to Consolidated
Members’ and Patrons’ Equity to exceed .80 to 1.00 at any time.




10.5. Priority Debt.



The Company covenants that it will not, and will not permit any of its Subsidiaries to,
directly or indirectly, create, issue, incur or assume any Priority Debt if after giving effect
thereto the aggregate outstanding principal amount of all Priority Debt would exceed 20% of
Consolidated Net Worth at the time of such creation, issuance, incurrence or assumption.




10.6. Liens.



The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly
create, incur, assume or suffer to be created, incurred or assumed or to exist (upon the happening
of a contingency or otherwise), any Lien on or with respect to any property of the Company or any
such Subsidiary, whether now owned or held or hereafter acquired (unless provision is made whereby
the Notes will be equally and ratably secured with any and all other obligations thereby secured as
provided in the last paragraph of this Section 10.6), except:




(a) Liens for taxes, assessments or other governmental charges or levies securing
obligations not overdue, or if overdue, being actively contested in good faith by
appropriate proceedings that will prevent the forfeiture or sale of any property, provided
that adequate reserves are established in accordance on the books of the Company or a
Subsidiary of the Company in accordance with GAAP;




(b) attachment, judgment and other similar Liens arising in connection with court
proceedings, provided the execution or other enforcement of such Lien(s) is effectively
stayed and the claims secured thereby are being actively contested in good faith in such
manner that the property subject to such Lien(s) is not subject to forfeiture or sale, and
further provided that adequate reserves are established on the books of the Company or a
Subsidiary of the Company in accordance with GAAP;




(c) Liens incidental to the normal conduct of the business of the Company or a
Subsidiary of the Company or to the ownership by the Company or a Subsidiary of its property
which were not incurred in connection with the borrowing of money or the obtaining of credit
or advances and which do not in the aggregate materially detract from the value of the
property of the Company or any Subsidiary of the Company for the purpose of such business or
materially impair the use thereof in the operation of the business of the Company or any
Subsidiary of the Company, including, without limitation, Liens




(i) in connection with workers’ compensation, unemployment insurance, social
security and other like laws,




(ii) to secure (or to obtain letters of credit that secure) the performance of
tenders, statutory obligations, surety and performance bonds (of a type other than
set forth in Section 10.6(b)), bids, leases (other than Capital Leases), purchase,
construction or sales contracts and other similar obligations, in each case not
incurred or made in connection with the borrowing of money, the obtaining of
advances or credit or the payment of the deferred purchase price of property,




(iii) to secure the claims or demands of materialmen, mechanics, carriers,
warehousemen, vendors, repairmen, landlords, lessors and other like Persons, arising
in the ordinary course of business, and




(iv) in the nature of reservations, exceptions, encroachments, easements,
rights-of-way, covenants, conditions, restrictions, leases and other similar title
exceptions or encumbrances affecting real property;




provided that any amounts secured by such Liens are not yet due and payable.




(d) Liens existing as of the date of this Agreement securing Debt and set forth on
Schedule 5.16 hereto;




(e) any Lien renewing, extending or refunding any Lien permitted by clause (d) of this
Section 10.6, provided that (a) the principal amount of the Debt secured by such Lien
immediately prior to such extension, renewal or refunding is not increased or the maturity
thereof reduced, (b) such Lien is not extended to any other property, and (c) immediately
after such extension, renewal or refunding no Default or Event of Default would exist;




(f) Liens on property of the Company or any of its Subsidiaries securing Debt owing to
the Company or to any of its Wholly-Owned Subsidiaries;




(g) any Lien created to secure all or any part of the purchase price or cost of
construction, or to secure Debt incurred or assumed to pay all or a part of the purchase
price or cost of construction, of any property (or any improvement thereon) acquired or
constructed by the Company or a Subsidiary of the Company after the date of the Closing,
provided that




(i) no such Lien shall extend to or cover any property other than the property
(or improvement thereon) being acquired or constructed or rights relating solely to
such item or items of property (or improvement thereon),




(ii) the principal amount of Debt secured by any such Lien shall at no time
exceed an amount equal to the lesser of (A) the cost to the Company or such
Subsidiary of the property (or improvement thereon) being acquired or constructed or
(B) the Fair Market Value (as determined in good faith by the Company) of such
property, determined at the time of such acquisition or at the time of substantial
completion of such construction, and




(iii) such Lien shall be created contemporaneously with, or within 180 days
after, the acquisition or completion of construction of such property (or
improvement thereon);




(h) any Lien existing on property acquired by the Company or any Subsidiary of the
Company at the time such property is so acquired (whether or not the Debt secured thereby is
assumed by the Company or such Subsidiary) or any Lien existing on property of a Person
immediately prior to the time such Person is merged into or consolidated with the Company or
any Subsidiary of the Company, provided that




(i) no such Lien shall have been created or assumed in contemplation of such
acquisition of property or such consolidation or merger,




(ii) such Lien shall extend only to the property acquired or the property of
such Person merged into or consolidated with the Company or Subsidiary which was
subject to such Lien as of the time of such consolidation or merger, and




(iii) the principal amount of the Debt secured by any such Lien shall at no
time exceed an amount equal to 100% of the Fair Market Value (as determined in good
faith by the board of directors of the Company or such Subsidiary) of the property
subject thereto at the time of the acquisition thereof or at the time of such merger
or consolidation;




(i) Liens to CoBank and other cooperatives with respect to equity held by the Company
in such banks or other cooperatives securing Debt, provided that the aggregate Fair Market
Value of such equity securing Debt shall not exceed $50,000,000 at any one time; and




(j) other Liens not otherwise permitted under clause (a) through (i) of this Section
10.6 securing Debt, provided that the creation, issuance, incurrence or assumption of such
Debt is permitted under Sections 10.3, 10.4 and 10.5 hereof.



If, notwithstanding the prohibition contained herein, the Company shall, or shall permit any of its
Subsidiaries to, directly or indirectly create, incur, assume or permit to exist any Lien, other
than those Liens permitted by the provisions of paragraphs (a) through (j) of this Section 10.6
(but including any Liens in respect of the Primary Bank Facility whether or not permitted by
paragraphs (a) – (j) of this Section 10.6), it will make or cause to be made effective provision
whereby the Notes will be secured equally and ratably with any and all other obligations thereby
secured, such security to be pursuant to agreements reasonably satisfactory to the Required Holders
(including intercreditor arrangements providing for the pari passu treatment of the Notes and all
such secured Debt) and, in any such case, the Notes shall have the benefit, to the fullest extent
that, and with such priority as, the holders of the Notes may be entitled under applicable law, of
an equitable Lien on such property. For the avoidance of doubt, the Company acknowledges that it
will not, and will not permit any Subsidiary to, secure or grant any Liens in respect of the
Primary Bank Facility, unless an equal and ratable Lien is granted in respect of the Notes.




10.7. Sale of Assets.




(a) Sale of Assets. The Company will not, and will not permit any of its Subsidiaries
to, make any Transfer, provided that the foregoing restriction does not apply to a Transfer
if:




(i) the property that is the subject of such Transfer constitutes either (A)
inventory held for sale, or (B) equipment, fixtures, supplies or materials no longer
required, in the opinion of the Company or such Subsidiary, in the operation of the
business of the Company or such Subsidiary or that is obsolete, and, in the case of
any Transfer described in clause (A) or clause (B), such Transfer is in the ordinary
course of business (an “Ordinary Course Transfer”);




(ii) such Transfer is from a Subsidiary to the Company or a Wholly-Owned
Subsidiary, so long as immediately before and immediately after the consummation of
such transaction, and after giving effect thereto, no Default or Event of Default
exists or would exist (each such Transfer, collectively with any Ordinary Course
Transfers, “Excluded Transfers”); or




(iii) such Transfer is a lease of the assets of the Company or any Subsidiary
of the Company to any joint venture entity, of which the Company or any Subsidiary
of the Company holds an ownership interest and shares in the earnings; provided that
the terms of any such lease and the division of the joint venture’s earnings, when
viewed as a whole, can be reasonably expected to generate the same or greater book
earnings and cash flow for the Company or Subsidiary of the Company as would be
generated absent such lease.




(b) Debt Prepayment Applications and Reinvested Transfers.




(i) Notwithstanding the provisions of Section 10.7(a), the Company or any
Subsidiary may Transfer any of its properties at the Fair Market Value thereof;
provided that




(A) either (1) such Transfer is not an Excluded Transfer and does not
involve a Substantial Portion of the property of the Company and its
Subsidiaries, or, (2) the Net Proceeds Amount with respect to such Transfer
(the “Designated Portion”) is either (x) applied to the acquisition by the
Company or the Subsidiary making such Transfer of assets of a nature similar
to, and of at least an equivalent value of, the assets which were the
subject of such Transfer (a “Reinvested Transfer”), or (y) applied to a Debt
Prepayment Application, in either case hereof, within one year of the
consummation of such Transfer, as specified in an Officer’s Certificate
delivered to each holder of Notes prior to, or contemporaneously with, the
consummation of such Transfer; and




(B) immediately after giving effect to such Transfer (1) no Default or
Event of Default shall exist and (2) the Company is able to incur at least
$1.00 of additional Funded Debt under the provisions of Section 10.3 and
Section 10.4 hereof and at least $1.00 of additional Priority Debt under the
provisions of Section 10.5 hereof.




(ii) If, notwithstanding the certificate referred to in the foregoing clause
10.7(b)(i)(A), the Company shall fail to apply the entire amount of the Designated
Portion as specified in such certificate within the period stated in Section
10.7(b)(i), an Event of Default shall be deemed to have existed as of the expiration
of such period and shall be deemed to be continuing.




(c) Certain Definitions. The following terms have the following meanings:




(i) “Debt Prepayment Application” means, with respect to any Transfer by the
Company or any Subsidiary, the application by the Company or such Subsidiary of cash
in an amount equal to the Net Proceeds Amount with respect to such Transfer to pay
the outstanding principal of all Funded Debt of the Company or such Subsidiary
(other than Funded Debt owing to any of the Subsidiaries or any Affiliate and Funded
Debt in respect of any revolving credit or similar facility providing the Company or
such Subsidiary with the right to obtain loans or other extensions of credit from
time to time, except to the extent that in connection with such payment of Funded
Debt, the availability of loans or other extensions of credit under such credit
facility is permanently reduced by an amount not less than the amount of such
proceeds applied to the payment of such Funded Debt), provided that in the course of
making such application the Company shall offer to prepay each outstanding Note in a
principal amount that equals the Ratable Portion for such Note plus interest on all
such Notes accrued to the date of such payment. The Company will give each holder
of Notes written notice of such offered prepayment not less than ten (10) Business
Days and not more than sixty (60) days prior to the date fixed for such prepayment,
specifying such prepayment date, the aggregate principal amount of the Notes to be
prepaid on such date and the Ratable Portion payable with respect to each such Note.
A holder of Notes may accept or reject such offer to prepay by causing a notice of
such acceptance or rejection to be delivered to the Company at least two (2)
Business Days prior to the prepayment date specified by the Company in such offer.
If a holder of Notes has not responded to such offer by a date which is at least two
(2) Business Days prior to such specified prepayment date, such holder shall be
deemed to have rejected such offer of prepayment. If any holder of a Note rejects or
is deemed to have rejected such offer of prepayment, then, for purposes of
determining the extent to which any Net Proceeds Amount has been applied to a Debt
Prepayment Application, the Company nevertheless will be deemed to have paid Funded
Debt in an amount equal to the Ratable Portion for such Note.




As used in this definition,




“Ratable Portion” means, for any Note, an amount equal to the product of




(a) the Net Proceeds Amount (or any portion thereof) being so
offered to be applied to the payment of Funded Debt, multiplied by




(b) a fraction the numerator of which is the outstanding
principal amount of such Note and the denominator of which is the
aggregate outstanding principal amount of Funded Debt of the Company
and its Subsidiaries, after eliminating all offsetting debits and
credits between the Company and its Subsidiaries and all other items
required to be eliminated in the course of the preparation of
consolidated financial statements of the Company and its Subsidiaries
in accordance with GAAP.




(ii) “Disposition Value” means, at any time, with respect to any Transfer,




(A) in the case of property that does not constitute capital stock of
or other ownership interests in any Subsidiary of the Company, the book
value thereof, valued at the time of such Transfer in good faith by the
board of directors of the Company, and




(B) in the case of property that constitutes capital stock of or other
ownership interests in any Subsidiary of the Company, an amount equal to
that percentage of the book value of the assets of the Subsidiary that
issued such capital stock or other ownership interests as is equal to the
percentage that the book value that such capital stock or other ownership
interests represents of the book value of all of the outstanding capital
stock of or other ownership interests in such Subsidiary (assuming, in
making such calculations, that all securities convertible into such capital
stock or other ownership interests are so converted and giving full effect
to all transactions that would occur or be required in connection with such
conversion), determined as of time of such Transfer in good faith by the
board of directors of the Company.




(iii) “Net Proceeds Amount” means, with respect to any Transfer of any property
by any Person, an amount equal to the difference of




(a) the aggregate amount of the consideration (valued at the Fair
Market Value of such consideration at the time of the consummation of such
Transfer) received by such Person in respect of such Transfer, minus




(b) all ordinary and reasonable out-of-pocket costs and expenses
actually incurred by such Person in connection with such Transfer and any
income taxes fairly attributable to such Transfer.




(iv) “Substantial Portion” means, at any time, any property subject to a
Transfer if the Disposition Value of such property, when added to the Disposition
Value of all other property of the Company and its Subsidiaries that shall have been
the subject of a Transfer (other than an Excluded Transfer and subject, with respect
to both such property and all such other property, to the provisions of Section
10.7(b)) during the then current fiscal year of the Company, exceeds an amount equal
to 25% of Consolidated Total Assets for the fiscal year of the Company then most
recently ended.




(v) “Transfer” means, with respect to any Person, any transaction in which such
Person sells, conveys, transfers or leases (as lessor) any of its property,
including, without limitation, capital stock of or other ownership interests in, any
other Person.




10.8. Line of Business.



The Company will not, and will not permit any Subsidiary to, engage to any Material extent in
any business activity or operations other than operations or activities, (a) in or reasonably
related to the agriculture industry, (ii) in the food industry or (iii) in which the Company and
its Subsidiaries are otherwise engaged on the date hereof as described in the Memorandum or
businesses reasonably related thereto or in furtherance thereof.




10.9. Subsidiary Distribution Restrictions.



The Company covenants that it will not, and will not permit any Subsidiary (other than NCRA)
of the Company to, enter into, or be otherwise subject to, any contract or agreement (including its
certificate of incorporation) which limits the amount of, or otherwise imposes restrictions on the
payment of, Distributions by any Subsidiary of the Company.




10.10. Subsidiary Preferred Stock.



The Company covenants that it will not permit any Subsidiary of the Company to issue or permit
to be outstanding any class of capital stock which has priority over any other class of capital
stock of such Subsidiary as to Distributions or in liquidation.




10.11. Issuance of Stock by Subsidiaries.



The Company covenants that it will not permit any Subsidiary of the Company to issue, sell or
otherwise dispose of any shares of any class of its stock (either directly or indirectly by the
issuance of rights or options for, or securities convertible into, such shares) except to the
Company or another Subsidiary of the Company.



11. EVENTS OF DEFAULT.



An “Event of Default” shall exist if any of the following conditions or events shall occur and
be continuing:




(a) the Company defaults in the payment of any principal or Make-Whole Amount, if any,
on any Note when the same becomes due and payable, whether at maturity or at a date fixed
for prepayment or by declaration or otherwise; or




(b) the Company defaults in the payment of any interest on any Note for more than five
(5) Business Days after the same becomes due and payable; or




(c) the Company defaults in the performance of or compliance with any term contained in
any of Section 7.1(d), Section 8.2 (other than any payment default occurring under Sections
11(a) and/or 11(b)) or Section 10 (other than Section 10.8) hereof; or




(d) the Company defaults in the performance of or compliance with any term contained
herein (other than those referred to in clauses (a), (b) and (c) of this Section 11) and
such default is not remedied within 30 days after the earlier of (i) a Responsible Officer
obtaining actual knowledge of such default and (ii) the Company receiving written notice of
such default from any holder of a Note (any such written notice to be identified as a
“notice of default” and to refer specifically to this clause (d) of Section 11); or




(e) any representation or warranty made in writing by or on behalf of the Company or by
any officer of the Company in this Agreement or in any writing furnished in connection with
the transactions contemplated hereby proves to have been false or incorrect in any material
respect on the date as of which made; or




(f) the Company or any Subsidiary is in default (as principal or as guarantor or other
surety) in the payment of any principal of or premium or make-whole amount or interest on
any Debt that is outstanding in an aggregate principal amount of at least $10,000,000 beyond
any period of grace provided with respect thereto, or (ii) the Company or any Subsidiary is
in default in the performance of or compliance with any agreement, term or condition
contained in any instrument or agreement evidencing any Debt in an aggregate outstanding
principal amount of at least $10,000,000 or of any mortgage, indenture or other agreement
relating thereto or any other condition exists, and as a consequence of such default or
condition such Debt has become, or has been declared (or one or more Persons are entitled to
declare such Debt to be) due and payable before its stated maturity or before its regularly
scheduled dates of payment, or (iii) as a consequence of the occurrence or continuation of
any event or condition (other than the passage of time or the right of the holder of Debt to
convert such Debt into equity interests), (x) the Company or any Subsidiary has become
obligated to purchase or repay Debt before its regular maturity or before its regularly
scheduled dates of payment in an aggregate outstanding principal amount of at least
$10,000,000, or (y) one or more Persons have the right to require the Company or any
Subsidiary so to purchase or repay such Debt; or




(g) the Company or any Subsidiary (i) is generally not paying, or admits in writing its
inability to pay, its debts as they become due, (ii) files, or consents by answer or
otherwise to the filing against it of, a petition for relief or reorganization or
arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any
bankruptcy, insolvency, reorganization, moratorium or other similar law of any jurisdiction,
(iii) makes an assignment for the benefit of its creditors, (iv) consents to the appointment
of a custodian, receiver, trustee or other officer with similar powers with respect to it or
with respect to any substantial part of its property, (v) is adjudicated as insolvent or to
be liquidated, or (vi) takes corporate action for the purpose of any of the foregoing; or




(h) a court or Governmental Authority of competent jurisdiction enters an order
appointing, without consent by the Company or any of its Subsidiaries, a custodian,
receiver, trustee or other officer with similar powers with respect to it or with respect to
any substantial part of its property, or constituting an order for relief or approving a
petition for relief or reorganization or any other petition in bankruptcy or for liquidation
or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering
the dissolution, winding-up or liquidation of the Company or any of its Subsidiaries, or any
such petition shall be filed against the Company or any of its Subsidiaries and such
petition shall not be dismissed within 60 days; or




(i) a final judgment or judgments for the payment of money aggregating in excess of
$5,000,000 are rendered against one or more of the Company and its Subsidiaries and which
judgments are not, within 45 days after entry thereof, bonded, discharged or stayed pending
appeal, or are not discharged within 45 days after the expiration of such stay; or




(j) if (i) any Plan shall fail to satisfy the minimum funding standards of ERISA or the
Code for any plan year or part thereof or a waiver of such standards or extension of any
amortization period is sought or granted under section 412 of the Code, (ii) a notice of
intent to terminate any Plan shall have been or is reasonably expected to be filed with the
PBGC or the PBGC shall have instituted proceedings under ERISA section 4042 to terminate or
appoint a trustee to administer any Plan or the PBGC shall have notified the Company or any
ERISA Affiliate that a Plan may become a subject of any such proceedings, (iii) the
aggregate “amount of unfunded benefit liabilities” (within the meaning of section
4001(a)(18) of ERISA) under all Plans, determined in accordance with Title IV of ERISA,
shall exceed five percent (5%) of Consolidated Net Worth for any period of ten (10)
consecutive calendar days or more, (iv) the Company or any ERISA Affiliate shall have
incurred or is reasonably expected to incur any liability pursuant to Title I or IV of ERISA
or the penalty or excise tax provisions of the Code relating to employee benefit plans, (v)
the Company or any ERISA Affiliate withdraws from any Multiemployer Plan, or (vi) the
Company or any Subsidiary establishes or amends any employee welfare benefit plan that
provides post-employment welfare benefits in a manner that would increase the liability of
the Company or any Subsidiary thereunder; and any such event or events described in clauses
(i) through (vi) above, either individually or together with any other such event or events,
could reasonably be expected to have a Material Adverse Effect. As used in this Section
11(j), the terms “employee benefit plan” and “employee welfare benefit plan” shall have the
respective meanings assigned to such terms in Section 3 of ERISA.



12. REMEDIES ON DEFAULT, ETC.




12.1. Acceleration.




(a) If an Event of Default with respect to the Company described in clause (g) or (h)
of Section 11 (other than an Event of Default described in subclause (i) of clause (g) or
described in subclause (vi) of clause (g) by virtue of the fact that such clause encompasses
subclause (i) of clause (g)) has occurred, all the Notes then outstanding shall
automatically become immediately due and payable.




(b) If any other Event of Default has occurred and is continuing, any holder or holders
of more than 66-2/3% in principal amount of the Notes at the time outstanding may at any
time at its or their option, by notice or notices to the Company, declare all the Notes then
outstanding to be immediately due and payable.




(c) If any Event of Default described in clause (a) or (b) of Section 11 has occurred
and is continuing, any holder or holders of Notes at the time outstanding affected by such
Event of Default may at any time, at its or their option, by notice or notices to the
Company, declare all the Notes held by it or them to be immediately due and payable.



Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by
declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes,
plus (x) all accrued and unpaid interest thereon and (y) the Make-Whole Amount determined in
respect of such principal amount (to the full extent permitted by applicable law), shall all be
immediately due and payable, in each and every case without presentment, demand, protest or further
notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree,
that each holder of a Note has the right to maintain its investment in the Notes free from
repayment by the Company (except as herein specifically provided for) and that the provision for
payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are
accelerated as a result of an Event of Default, is intended to provide compensation for the
deprivation of such right under such circumstances.




12.2. Other Remedies.



If any Default or Event of Default has occurred and is continuing, and irrespective of whether
any Notes have become or have been declared immediately due and payable under Section 12.1, the
holder of any Note at the time outstanding may proceed to protect and enforce the rights of such
holder by an action at law, suit in equity or other appropriate proceeding, whether for the
specific performance of any agreement contained herein or in any Financing Document, or for an
injunction against a violation of any of the terms hereof or thereof, or in aid of the exercise of
any power granted hereby or thereby or by law or otherwise.




12.3. Rescission.



At any time after any Notes have been declared due and payable pursuant to clause (b) or (c)
of Section 12.1, the Required Holders may, by written notice to the Company, rescind and annul any
such declaration and its consequences if (a) the Company has paid all overdue interest on the
Notes, all principal of and Make-Whole Amount, if any, on any Notes that are due and payable and
are unpaid other than by reason of such declaration, and all interest on such overdue principal and
Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in
respect of the Notes, at the Default Rate, (b) all Events of Default and Defaults, other than
non-payment of amounts that have become due solely by reason of such declaration, have been cured
or have been waived pursuant to Section 17, and (c) no judgment or decree has been entered for the
payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this
Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any
right consequent thereon.




12.4. No Waivers or Election of Remedies, Expenses, etc.



No course of dealing and no delay on the part of any holder of any Note in exercising any
right, power or remedy shall operate as a waiver thereof or otherwise prejudice such holder’s
rights, powers or remedies. No right, power or remedy conferred by any Financing Document upon any
holder of any Note shall be exclusive of any other right, power or remedy referred to herein or
therein or now or hereafter available at law, in equity, by statute or otherwise. Without limiting
the obligations of the Company under Section 15, the Company will pay to the holder of each Note on
demand such further amount as shall be sufficient to cover all costs and expenses of such holder
incurred in any enforcement or collection under this Section 12, including, without limitation,
reasonable attorneys’ fees, expenses and disbursements.



13. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.




13.1. Registration of Notes.



The Company shall keep at its principal executive office a register for the registration and
registration of transfers of Notes. The name and address of each holder of one or more Notes, each
transfer thereof and the name and address of each transferee of one or more Notes shall be
registered in such register. Prior to due presentment for registration of transfer, the Person in
whose name any Note shall be registered shall be deemed and treated as the owner and holder thereof
for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the
contrary. The Company shall give to any holder of a Note that is an Institutional Investor
promptly upon request therefor, a complete and correct copy of the names and addresses of all
registered holders of Notes.




13.2. Transfer and Exchange of Notes.



Upon surrender of any Note at the principal executive office of the Company for registration
of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed
or accompanied by a written instrument of transfer duly executed by the registered holder of such
Note or its attorney duly authorized in writing and accompanied by the address for notices of each
transferee of such Note or part thereof), the Company shall execute and deliver, at the Company’s
expense (except as provided below), one or more new Notes (as requested by the holder thereof) in
exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the
surrendered Note. Each such new Note shall be payable to such Person as such holder may request
and shall be substantially in the form of Exhibit 1. Each such new Note shall be dated and bear
interest from the date to which interest shall have been paid on the surrendered Note or dated the
date of the surrendered Note if no interest shall have been paid thereon. The Company may require
payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any
such transfer of Notes. Notes shall not be transferred in denominations of less than $500,000,
provided that if necessary to enable the registration of transfer by a holder of its entire holding
of Notes, one Note may be in a denomination of less than $500,000. Any transferee, by its
acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have
made the representation set forth in Section 6.2.




13.3. Replacement of Notes.



Upon receipt by the Company of evidence reasonably satisfactory to it of the ownership of and
the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of an
Institutional Investor, notice from such Institutional Investor of such ownership and such loss,
theft, destruction or mutilation), and




(a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to
it (provided that if the holder of such Note is, or is a nominee for, an original Purchaser
or a Qualified Institutional Buyer, such Person’s own unsecured agreement of indemnity shall
be deemed to be satisfactory), or




(b) in the case of mutilation, upon surrender and cancellation thereof,



the Company at its own expense shall execute and deliver, in lieu thereof, a new Note, dated and
bearing interest from the date to which interest shall have been paid on such lost, stolen,
destroyed or mutilated Note or dated the date of such lost, stolen, destroyed or mutilated Note if
no interest shall have been paid thereon.



14. PAYMENTS ON NOTES.



So long as you or your nominee shall be the holder of any Note, the Company will pay all sums
becoming due on such Note for principal, Make-Whole Amount, if any, and interest by the method and
at the address specified for such purpose below your name in Schedule A, or by such other method or
at such other address as you shall have from time to time specified to the Company in writing for
such purpose, without the presentation or surrender of such Note or the making of any notation
thereon, except that upon written request of the Company made concurrently with or reasonably
promptly after payment or prepayment in full of any Note, you shall surrender such Note for
cancellation, reasonably promptly after any such request, to the Company at its principal executive
office. Prior to any sale or other disposition of any Note held by you or your nominee you will,
at your election, either endorse thereon the amount of principal paid thereon and the last date to
which interest has been paid thereon or surrender such Note to the Company in exchange for a new
Note or Notes pursuant to Section 13.2. The Company will afford the benefits of this Section 14 to
any Qualified Institutional Buyer or Institutional Investor that is the direct or indirect
transferee of any Note purchased by you under this Agreement and that has made the same agreement
relating to such Note as you have made in this Section 14.



15. EXPENSES, ETC.




15.1. Transaction Expenses.



Whether or not the transactions contemplated hereby are consummated, the Company will pay all
costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably
required, local or other counsel) incurred by you and each Other Purchaser or holder of a Note in
connection with such transactions and in connection with any amendments, waivers or consents under
or in respect of the Financing Documents (whether or not such amendment, waiver or consent becomes
effective), including, without limitation: (a) the costs and expenses incurred in enforcing or
defending (or determining whether or how to enforce or defend) any rights under the Financing
Documents or in responding to any subpoena or other legal process or informal investigative demand
issued in connection with the Financing Documents, or by reason of being a holder of any Note, and
(b) the costs and expenses, including financial advisors’ fees, incurred in connection with the
insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or
restructuring of the transactions contemplated hereby and by the Financing Documents. The Company
will pay, and will save you and each other holder of a Note harmless from, all claims in respect of
any fees, costs or expenses if any, of brokers and finders (other than those retained by you).




15.2. Survival.



The obligations of the Company under this Section 15 will survive the payment or transfer of
any Note, the enforcement, amendment or waiver of any provision of this Agreement or the Notes, and
the termination of this Agreement.



16. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.



All representations and warranties contained in any Financing Document shall survive the
execution and delivery of this Agreement and the Notes, the purchase or transfer by you of any Note
or portion thereof or interest therein and the payment of any Note, and may be relied upon by any
subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of
you or any other holder of a Note. All statements contained in any certificate or other instrument
delivered by or on behalf of the Company pursuant to this Agreement shall be deemed
representations and warranties of the Company under any Financing Document. Subject to the
preceding sentence, the Financing Documents embody the entire agreement and understanding between
you and the Company and supersede all prior agreements and understandings relating to the subject
matter hereof.



17. AMENDMENT AND WAIVER.




17.1. Requirements.



This Agreement and the Notes may be amended, and the observance of any term hereof or of the
Notes may be waived (either retroactively or prospectively), with (and only with) the written
consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of
the provisions of Sections 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used
therein), will be effective as to you unless consented to by you in writing, and (b) no such
amendment or waiver may, without the written consent of the holder of each Note at the time
outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration
or rescission, change the amount or time of any prepayment or payment of principal of, or reduce
the rate or change the time of payment or method of computation of interest or of the Make-Whole
Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders
of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8,
11(a), 11(b), 12, 17 or 20.




17.2. Solicitation of Holders of Notes.




(a) Solicitation. The Company will provide each holder of the Notes (irrespective of
the amount of Notes then owned by it) with sufficient information, sufficiently far in
advance of the date a decision is required, to enable such holder to make an informed and
considered decision with respect to any proposed amendment, waiver or consent in respect of
any of the provisions hereof or of the Notes. The Company will deliver executed or true and
correct copies of each amendment, waiver or consent effected pursuant to the provisions of
this Section 17 to each holder of outstanding Notes promptly following the date on which it
is executed and delivered by, or receives the consent or approval of, the requisite holders
of Notes.




(b) Payment. The Company will not directly or indirectly pay or cause to be paid any
remuneration, whether by way of supplemental or additional interest, fee or otherwise, or
grant any security, to any holder of Notes as consideration for or as an inducement to the
entering into by any holder of Notes of any waiver or amendment of any of the terms and
provisions hereof unless such remuneration is concurrently paid, or security is concurrently
granted, on the same terms, ratably to each holder of Notes then outstanding even if such
holder did not consent to such waiver or amendment.




17.3. Binding Effect, etc.



Any amendment or waiver consented to as provided in this Section 17 applies equally to all
holders of Notes and is binding upon them and upon each future holder of any Note and upon the
Company without regard to whether such Note has been marked to indicate such amendment or waiver.
No such amendment or waiver will extend to or affect any obligation, covenant, agreement, Default
or Event of Default not expressly amended or waived or impair any right consequent thereon. No
course of dealing between the Company and the holder of any Note nor any delay in exercising any
rights hereunder or under any Note shall operate as a waiver of any rights of any holder of such
Note. As used herein, the term “this Agreement” and references thereto shall mean this Agreement
as it may from time to time be amended or supplemented.




17.4. Notes held by Company, etc.



Solely for the purpose of determining whether the holders of the requisite percentage of the
aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver
or consent to be given under any of the Financing Documents, or have directed the taking of any
action provided in any of the Financing Documents to be taken upon the direction of the holders of
a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly
or indirectly owned by the Company or any of its Affiliates shall be deemed not to be outstanding.



18. NOTICES.



All notices and communications provided for hereunder shall be in writing and sent (a) by
telecopy if the sender on the same day sends a confirming copy of such notice by a recognized
overnight delivery service (charges prepaid), or (b) by registered or certified mail with return
receipt requested (postage prepaid), or (c) by a recognized overnight delivery service (with
charges prepaid). Any such notice must be sent:




(i) if to you or your nominee, to you or it at the address specified for such
communications in Schedule A, or at such other address as you or it shall have
specified to the Company in writing,




(ii) if to any other holder of any Note, to such holder at such address as such
other holder shall have specified to the Company in writing, or




(iii) if to the Company, to the Company at its address set forth at the
beginning hereof to the attention of John Schmitz, Executive Vice President and
Chief Financial Officer, or at such other address as the Company shall have
specified to the holder of each Note in writing.



Notices under this Section 18 will be deemed given only when actually received.



19. REPRODUCTION OF DOCUMENTS.



This Agreement and all documents relating thereto, including, without limitation, (a)
consents, waivers and modifications that may hereafter be executed, (b) documents received by you
at the Closing (except the Notes themselves), and (c) financial statements, certificates and other
information previously or hereafter furnished to you, may be reproduced by you by any photographic,
photostatic, microfilm, microcard, miniature photographic or other similar process and you may
destroy any original document so reproduced. The Company agrees and stipulates that, to the extent
permitted by applicable law, any such reproduction shall be admissible in evidence as the original
itself in any judicial or administrative proceeding (whether or not the original is in existence
and whether or not such reproduction was made by you in the regular course of business) and any
enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in
evidence. This Section 19 shall not prohibit the Company or any other holder of Notes from
contesting any such reproduction to the same extent that it could contest the original, or from
introducing evidence to demonstrate the inaccuracy of any such reproduction.



20. CONFIDENTIAL INFORMATION.



For the purposes of this Section 20, “Confidential Information” means information delivered to
you by or on behalf of the Company or any Subsidiary in connection with the transactions
contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was
clearly marked or labeled or otherwise adequately identified when received by you as being
confidential information of the Company or such Subsidiary, provided that such term does not
include information that (a) was publicly known or otherwise known to you prior to the time of such
disclosure, (b) subsequently becomes publicly known through no act or omission by you or any person
acting on your behalf, (c) otherwise becomes known to you other than through disclosure by the
Company or any Subsidiary or (d) constitutes financial statements delivered to you under Section
7.1 that are otherwise publicly available. You will maintain the confidentiality of such
Confidential Information in accordance with procedures adopted by you in good faith to protect
confidential information of third parties delivered to you, provided that you may deliver or
disclose Confidential Information to (i) your directors, officers, employees, agents, attorneys and
affiliates (to the extent such disclosure reasonably relates to the administration of the
investment represented by your Notes), (ii) your financial advisors and other professional advisors
who agree to hold confidential the Confidential Information substantially in accordance with the
terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to
which you sell or offer to sell such Note or any part thereof or any participation therein (if such
Person has agreed in writing prior to its receipt of such Confidential Information to be bound by
the provisions of this Section 20), (v) any Person from which you offer to purchase any security of
the Company (if such Person has agreed in writing prior to its receipt of such Confidential
Information to be bound by the provisions of this Section 20), (vi) any Federal or state regulatory
authority having jurisdiction over you, (vii) the National Association of Insurance Commissioners
or any similar organization, or any nationally recognized rating agency that requires access to
information about your investment portfolio or (viii) any other Person to which such delivery or
disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation
or order applicable to you, (x) in response to any subpoena or other legal process, (y) in
connection with any litigation to which you are a party or (z) if an Event of Default has occurred
and is continuing, to the extent you may reasonably determine such delivery and disclosure to be
necessary or appropriate in the enforcement or for the protection of the rights and remedies under
the Financing Documents. Each holder of a Note, by its acceptance of a Note, will be deemed to
have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were
a party to this Agreement. On reasonable request by the Company in connection with the delivery to
any holder of a Note of information required to be delivered to such holder under this Agreement or
requested by such holder (other than a holder that is a party to this Agreement or its nominee),
such holder will enter into an agreement with the Company embodying the provisions of this Section
20.



21. SUBSTITUTION OF PURCHASER.



You shall have the right to substitute any one of your Affiliates as the purchaser of the
Notes that you have agreed to purchase hereunder, by written notice to the Company, which notice
shall be signed by both you and such Affiliate, shall contain such Affiliate’s agreement to be
bound by this Agreement and shall contain a confirmation by such Affiliate of the accuracy with
respect to it of the representations set forth in Section 6. Upon receipt of such notice, wherever
the word “you” is used in this Agreement (other than in this Section 21), such word shall be deemed
to refer to such Affiliate in lieu of you. In the event that such Affiliate is so substituted as a
purchaser hereunder and such Affiliate thereafter transfers to you all of the Notes then held by
such Affiliate, upon receipt by the Company of notice of such transfer, wherever the word “you” is
used in this Agreement (other than in this Section 21), such word shall no longer be deemed to
refer to such Affiliate, but shall refer to you, and you shall have all the rights of an original
holder of the Notes under this Agreement.



22. MISCELLANEOUS.




22.1. Successors and Assigns.



All covenants and other agreements contained in this Agreement by or on behalf of any of the
parties hereto bind and inure to the benefit of their respective successors and assigns (including,
without limitation, any subsequent holder of a Note) whether so expressed or not.




22.2. Payments Due on Non-Business Days.



Anything in this Agreement or the Notes to the contrary notwithstanding, any payment of
principal of or Make-Whole Amount or interest on any Note that is due on a date other than a
Business Day shall be made on the next succeeding Business Day without including the additional
days elapsed in the computation of the interest payable on such next succeeding Business Day.




22.3. Severability.



Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability
without invalidating the remaining provisions hereof, and any such prohibition or unenforceability
in any jurisdiction shall (to the full extent permitted by law) not invalidate or render
unenforceable such provision in any other jurisdiction.




22.4. Construction.



Each covenant contained herein shall be construed (absent express provision to the contrary)
as being independent of each other covenant contained herein, so that compliance with any one
covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with
any other covenant. Where any provision herein refers to action to be taken by any Person, or
which such Person is prohibited from taking, such provision shall be applicable whether such action
is taken directly or indirectly by such Person.




22.5. Counterparts.



This Agreement may be executed in any number of counterparts, each of which shall be an
original but all of which together shall constitute one instrument. Each counterpart may consist
of a number of copies hereof, each signed by less than all, but together signed by all, of the
parties hereto.




22.6. Governing Law.



THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE
PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK, EXCLUDING CHOICE-OF-LAW PRINCIPLES
OF THE LAW OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER
THAN SUCH STATE.



4



If you are in agreement with the foregoing, please sign the form of agreement on the
accompanying counterpart of this Agreement and return it to the Company, whereupon the foregoing
shall become a binding agreement between you and the Company.




Very truly yours,




CHS INC.




By:    s/John Schmitz/   


Name: John Schmitz


Title: Executive Vice President & CFO



The foregoing is hereby agreed to


as of the date thereof.



[PURCHASER]



By:    


Name:


Title:



5



SCHEDULE A




INFORMATION RELATING TO PURCHASERS




	 	 	 	 	 
	Purchaser Name
	 	THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
	 	 	 
	Name in Which Note is Registered
	 	THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

	 	 	 
	Note Registration Numbers; Principal

Amounts
	 	RH-1; $30,000,000

	 	 	 
	 
	 	Federal Funds Wire Transfer

	 
	 	The Bank of New York

	 
	 	ABA # 021-000-018

	 
	 	BNF Account #: IOC 566

	Payment on Account of Note
	 	Credit to: The Variable Annuity Life Insurance Company

	Method
	 	Private Placement

	Account Information
	 	Re: (see “Accompanying Information” below)

	 
	 	Name of Company: CHS INC.

	 
	 	Description of  Security: 5.25% Series H Senior Notes

	 
	 	due September 21, 2014

	 
	 	PPN: 21542R A# 7

	 
	 	Due Date and Application (as among principal, make whole

	Accompanying Information
	 	and interest) of the payment being made:

	 	 	 	 	 
	 
	 	AIG Global Investment Group

	 
	 	c/o The Bank of New York
	 
	 	P.O. Box 19266
	 
	 	Newark, NJ  07195

	 
	 	Attn: P&I Department

	 
	 	Fax: 718-315-3076

	 
	 	with a copy to:

	 
	 	 	 	 
	 
	 	The Variable Annuity Life Insurance Company

	 
	 	c/o AIG Global Investment Group
	 
	 	2929 Allen Parkway, A36-04
	 
	 	Houston, TX 77019

	Address for Notices Related to Payments
	 	Attn: Private Placement Department

	—
	 	Fax: 713-831-1072

	 
	 	The Variable Annuity Life Insurance Company

	 
	 	c/o AIG Global Investment Group
	 
	 	2929 Allen Parkway, A36-04
	 
	 	Houston, TX  77019

	 
	 	Attn: Private Placement Department

	 
	 	Fax: 713-831-1072

	 
	 	with a copy to:

	 
	 	 	 	 
	 
	 	AIG Global Investment Group

	 
	 	2929 Allen Parkway, A36-01
	 
	 	Houston, TX  77019

	Address for All Other Notices
	 	Attn: Legal Department – Investment Management

	—
	 	Fax: 713-831-2328

	 
	 	THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

	 
	 	FIRST SUNAMERICA LIFE INSURANCE COMPANY

	 
	 	By: AIG Global Investment Corp., Investment Advisor

	 
	 	By: ________________________________

	 
	 	Name:

	Other Instructions
	 	Title:

	 	 	 	 	 
	 
	 	The Bank of New York

	 
	 	One Wall Street

	 
	 	3rd Floor, Window A
	 
	 	New York, NY  10286

	 
	 	Attn: Arthur Cassidy

	 
	 	Ref: The Variable Annuity Life Insurance Company Private

	 
	 	Placement

	 
	 	Account # 260735

	 
	 	with a request that Mr. Cassidy confirm receipt of original

	 
	 	securities and forward a copy of same to:

	 
	 	 	 	 
	 
	 	Susie Hayes

	 
	 	AIG Global Investment Corp.

	 
	 	2929 Allen Parkway, A36-01
	 
	 	Houston, TX  77019

	 
	 	provide a carbon copy of the above to:

	 
	 	 	 	 
	Instructions re Delivery of Notes
	 	Ed Holmes

	—
	 	Fax: 713-831-2328

	Tax Identification Number
	 		74-1625348	
	 
	 	 	 	 







6




	 	 	 	 	 
	Purchaser Name
	 	FIRST SUNAMERICA LIFE INSURANCE COMPANY
	 	 	 
	Name in Which Note is Registered
	 	HARE & CO.

	 	 	 
	Note Registration Numbers; Principal

Amounts
	 	RH-2; $10,000,000

	 	 	 
	 
	 	Federal Funds Wire Transfer

	 
	 	The Bank of New York

	 
	 	ABA # 021-000-018

	Payment on Account of Note
	 	BNF Account #: IOC 566

	Method
	 	Credit to: First SunAmerica Life Insurance Company

	Account Information
	 	Re: (see “Accompanying Information” below)

	 
	 	Name of Company: CHS INC.

	 
	 	Description of  Security: 5.25% Series H Senior Notes

	 
	 	due September 21, 2014

	 
	 	PPN: 21542R A# 7

	 
	 	Due Date and Application (as among principal, make whole

	Accompanying Information
	 	and interest) of the payment being made:

	 	 	 	 	 
	 
	 	AIG Global Investment Group

	 
	 	c/o The Bank of New York
	 
	 	P.O. Box 19266
	 
	 	Newark, NJ  07195

	 
	 	Attn: P&I Department

	 
	 	Fax: 718-315-3076

	 
	 	with a copy to:

	 
	 	 	 	 
	 
	 	First SunAmerica Life Insurance Company

	 
	 	c/o AIG Global Investment Group
	 
	 	2929 Allen Parkway, A36-04
	 
	 	Houston, TX 77019

	Address for Notices Related to Payments
	 	Attn: Private Placement Department

	—
	 	Fax: 713-831-1072

	 
	 	First SunAmerica Life Insurance Company

	 
	 	c/o AIG Global Investment Group
	 
	 	2929 Allen Parkway, A36-04
	 
	 	Houston, TX  77019

	 
	 	Attn: Private Placement Department

	 
	 	Fax: 713-831-1072

	 
	 	with a copy to:

	 
	 	 	 	 
	 
	 	AIG Global Investment Group

	 
	 	2929 Allen Parkway, A36-01
	 
	 	Houston, TX  77019

	Address for All Other Notices
	 	Attn: Legal Department – Investment Management

	—
	 	Fax: 713-831-2328

	 
	 	THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

	 
	 	FIRST SUNAMERICA LIFE INSURANCE COMPANY

	 
	 	By: AIG Global Investment Corp., Investment Advisor

	 
	 	By: ________________________________

	 
	 	Name:

	Other Instructions
	 	Title:

	 	 	 	 	 
	 
	 	The Bank of New York

	 
	 	One Wall Street

	 
	 	3rd Floor, Window A
	 
	 	New York, NY  10286

	 
	 	Attn: Arthur Cassidy

	 
	 	Ref: First SunAmerica Life Insurance Company

	 
	 	Account # 113617

	 
	 	with a request that Mr. Cassidy confirm receipt of original

	 
	 	securities and forward a copy of same to:

	 
	 	 	 	 
	 
	 	Susie Hayes

	 
	 	AIG Global Investment Corp.

	 
	 	2929 Allen Parkway, A36-01
	 
	 	Houston, TX  77019

	 
	 	provide a carbon copy of the above to:

	 
	 	 	 	 
	Instructions re Delivery of Notes
	 	Ed Holmes

	—
	 	Fax: 713-831-2328

	 
	 	06-0992729  (First SunAmerica Life Insurance Company)
	Tax Identification Number
	 	13-6062916  (Hare & Co.)
	 
	 	 	 	 







7




	 	 	 	 	 
	Purchaser Name
	 	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
	 	 	 
	Name in Which Note is Registered
	 	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

	 	 	 
	Note Registration Numbers; Principal

Amounts
	 	RH-3; $7,092,000

	 	 	 
	 
	 	Federal Funds Wire Transfer

	 
	 	The Bank of New York

	 
	 	New York, NY

	 
	 	ABA #  021-000-018

	Payment on Account of Note
	 	Account # 890-0304-391

	Method
	 	Re: (See “Accompanying information” below)

	Account Information
	 	!INV10602!
	 
	 	Name of Company: CHS INC.

	 
	 	Description of  Security: 5.25% Series H Senior Notes

	 
	 	due September 21, 2014

	 
	 	PPN: 21542R A# 7

	 
	 	Due Date and Application (as among principal, make whole

	Accompanying Information
	 	and interest) of the payment being made:

	 	 	 	 	 
	 
	 	The Prudential Insurance Company of America

	 
	 	c/o Investment Operations Group
	 
	 	Gateway Center Two, 10th Floor

	 
	 	100 Mulberry Street
	 
	 	Newark, NJ  07102-4077

	 
	 	Attn: Manager, Billings and Collections

	 
	 	with telephonic prepayment notices to:

	 
	 	 	 	 
	 
	 	Manager, Trade Management Group

	Address for Notices Related to Payments
	 	Tel: 973-367-3141

	—
	 	Fax: 800-224-2278

	 
	 	The Prudential Insurance Company of America

	 
	 	c/o Prudential Capital Group
	 
	 	Two Prudential Plaza, Suite 5600

	 
	 	180 North Stetson Avenue
	 
	 	Chicago, IL  60601

	Address for All Other Notices
	 	Attn: Managing Director

	 	 	 	 	 
	 
	 	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

	 
	 	By: ________________________________

	 
	 	Name:

	Other Instructions
	 	Title: Vice President

	 	 	 	 	 
	 
	 	Prudential Capital Group

	 
	 	Two Prudential Plaza, Suite 5600

	 
	 	180 North Stetson Avenue
	 
	 	Chicago, IL  60601

	Instructions re Delivery of Notes
	 	Attn: Wiley Adams

	 	 	 	 	 
	Tax Identification Number
	 	 	22-1211670	 
	 
	 	 	 	 







8




	 	 	 	 	 
	Purchaser Name
	 	ZURICH AMERICAN INSURANCE COMPANY
	 	 	 
	Name in Which Note is Registered
	 	HARE & CO.

	 	 	 
	Note Registration Numbers; Principal

Amounts
	 	RH-4; $5,350,000

	 	 	 
	 
	 	Federal Funds Wire Transfer

	 
	 	The Bank of New York

	 
	 	New York, NY

	 
	 	ABA #  021-000-018

	Payment on Account of Note
	 	Account #: 399141

	Method
	 	Zurich American Insurance Co. – Private Placements

	Account Information
	 	Re: (See “Accompanying information” below)

	 
	 	Name of Company: CHS INC.

	 
	 	Description of  Security: 5.25% Series H Senior Notes

	 
	 	due September 21, 2014

	 
	 	PPN: 21542R A# 7

	 
	 	Due Date and Application (as among principal, make whole and interest) of

	Accompanying Information
	 	the payment being made:

	 	 	 	 	 
	 
	 	Zurich North America

	 
	 	1400 American Lane, T1-19
	 
	 	Schaumburg, IL  60196-1056

	 
	 	Attn: Mary Fran Callahan

	 
	 	Treasury Department

	 
	 	Fax: 847-605-7895

	Address for Notices Related to Payments
	 	Email: mary.callahan@zurichna.com

	 	 	 	 	 
	 
	 	Prudential Private Placement Investors, L.P.

	 
	 	Four Gateway Center

	 
	 	100 Mulberry Street
	 
	 	Newark, NJ 07102-4069

	 
	 	Attn: Albert Trank

	 
	 	Managing Director

	 
	 	Fax: 973-624-6432

	Address for All Other Notices
	 	Email: albert.trank@prudential.com

	 	 	 	 	 
	 
	 	ZURICH AMERICAN INSURANCE COMPANY

	 
	 	By:    Prudential Private Placement Investors, L.P., as Investment Advisor

	 
	 	By:    Prudential Private Placement Investors, Inc., as its General Partner

	 
	 	By: ________________________________

	 
	 	Name:

	Other Instructions
	 	Title: Vice President

	 	 	 	 	 
	 
	 	Bank of New York

	 
	 	One Wall Street

	 
	 	3rd Floor, Window A
	 
	 	New York, NY  10286

	 
	 	Ref: Zurich American Insurance Co. – Private Placements

	 
	 	Account # 399141

	 
	 	with a copy to:

	 
	 	 	 	 
	 
	 	Prudential Capital Group

	 
	 	Four Gateway Center, 7th Floor

	 
	 	100 Mulberry Street
	Instructions re Delivery of Notes
	 	Newark, NJ 07102

	—
	 	Attn: Manager, Trade Management

	Tax Identification Number
	 	 	36-4233459	 
	 
	 	 	 	 







9




	 	 	 	 	 
	Purchaser Name
	 	PRUDENTIAL RETIREMENT CEDED BUSINESS TRUST
	 	 	 
	Name in Which Note is Registered
	 	PRU & CO.

	 	 	 
	Note Registration Numbers; Principal

Amounts
	 	RH-5; $4,908,000

	 	 	 
	 
	 	Federal Funds Wire Transfer

	 
	 	JPMorgan Chase Bank

	 
	 	New York, NY

	Payment on Account of Note
	 	ABA #  021-000-021

	Method
	 	Account # 9009002925

	Account Information
	 	Re: (See “Accompanying information” below)

	 
	 	Name of Company: CHS INC.

	 
	 	Description of  Security: 5.25% Series H Senior Notes

	 
	 	due September 21, 2014

	 
	 	PPN: 21542R A# 7

	 
	 	Due Date and Application (as among principal, make whole and

	Accompanying Information
	 	interest) of the payment being made:

	 	 	 	 	 
	 
	 	Prudential Retirement Ceded Business Trust

	 
	 	c/o Prudential Investment Management, Inc.
	 
	 	Gateway Center Four, 7th Floor

	 
	 	100 Mulberry Street
	 
	 	Newark, NJ  07102

	 
	 	Attn: Private Placement Trade Management

	 
	 	PRIAC Administration

	Address for Notices Related to Payments
	 	Fax: 800-224-2278

	 	 	 	 	 
	 
	 	Prudential Retirement Ceded Business Trust

	 
	 	c/o Prudential Capital Group
	 
	 	Two Prudential Plaza

	 
	 	180 North Stetson Avenue
	 
	 	Chicago, IL  60601

	Address for All Other Notices
	 	Attn: Managing Director

	 	 	 	 	 
	 
	 	PRUDENTIAL RETIREMENT CEDED BUSINESS TRUST

	 
	 	By:    Prudential Investment Management, Inc., as investment manager

	 
	 	By: ________________________________

	 
	 	Name:

	Other Instructions
	 	Title: Vice President

	 	 	 	 	 
	 
	 	Prudential Capital Group

	 
	 	Two Prudential Plaza, Suite 5600

	 
	 	180 North Stetson Avenue
	 
	 	Chicago, IL  60601

	Instructions re Delivery of Notes
	 	Attn: Wiley Adams

	 	 	 	 	 
	Tax Identification Number
	 	 	20-0765614	 
	 
	 	 	 	 







10




	 	 	 	 	 
	Purchaser Name
	 	CONNECTICUT GENERAL LIFE INSURANCE COMPANY
	 	 	 
	Name in Which Note is Registered
	 	CIG & CO.

	 	 	 
	Note Registration Numbers; Principal

Amounts
	 	RH-6; $3,400,000

	 	 	 
	 
	 	Federal Funds Wire Transfer

	 
	 	JPMorgan Chase

	 
	 	New York, NY

	 
	 	ABA #  021-000-021

	Payment on Account of Note
	 	Beneficiary A/C #: 900-9002-925

	Method
	 	BBI: A/C of Prudential for G09404

	Account Information
	 	Re: (See “Accompanying information” below)

	 
	 	Name of Company: CHS INC.

	 
	 	Description of  Security: 5.25% Series H Senior Notes

	 
	 	due September 21, 2014

	 
	 	PPN: 21542R A# 7

	 
	 	Due Date and Application (as among principal, make whole and

	Accompanying Information
	 	interest) of the payment being made:

	 	 	 	 	 
	 
	 	Connecticut General Life Insurance Company

	 
	 	c/o CIGNA Retirement & Investment Services
	 
	 	280 Trumbull Street
	 
	 	Hartford, CT  06103

	 
	 	Fax: 860-534-7203

	 
	 	with a copy to:

	 
	 	 	 	 
	 
	 	J.P. Morgan Chase Bank
	 
	 	14201 Dallas Parkway, 13th Floor
	 
	 	Dallas, TX  75254

	 
	 	Attn: Heather Frisina

	Address for Notices Related to Payments
	 	Mail Code 300-116

	—
	 	Fax 469-477-1904

	 
	 	Prudential Private Placement Investors, L.P.

	 
	 	Four Gateway Center

	 
	 	100 Mulberry Street
	 
	 	Newark, NJ 07102

	 
	 	Attn: Albert Trank

	 
	 	Managing Director

	 
	 	Fax: 973-624-6432

	Address for All Other Notices
	 	Email: albert.trank@prudential.com

	 	 	 	 	 
	 
	 	CONNECTICUT GENERAL LIFE INSURANCE COMPANY

	 
	 	By:    Prudential Investment Management, Inc., as investment manager

	 
	 	By: ________________________________

	 
	 	Name:

	Other Instructions
	 	Title: Vice President

	 	 	 	 	 
	 
	 	JPMorgan Chase Bank

	 
	 	4 New York Plaza
	 
	 	Ground Floor Window

	 
	 	New York, NY  10004

	 
	 	Attn: John Cobelo

	 
	 	Ref: Connecticut General Life Insurance Company

	 
	 	Account # G09404

	 
	 	with a copy to:

	 
	 	 	 	 
	 
	 	Prudential Capital Group

	 
	 	Four Gateway Center, 7th Floor

	 
	 	100 Mulberry Street
	 
	 	Newark, NJ 07102

	Instructions re Delivery of Notes
	 	Attn: Ranae D’Alessio

	—
	 	Trade Management

	Tax Identification Number
	 	 	13-3574027	 
	 
	 	 	 	 







11




	 	 	 	 	 
	Purchaser Name
	 	SECURITY BENEFIT LIFE INSURANCE COMPANY, INC.
	 	 	 
	Name in Which Note is Registered
	 	UMBTRU & CO.

	 	 	 
	Note Registration Numbers; Principal

Amounts
	 	RH-7; $3,250,000

	 	 	 
	 
	 	Federal Funds Wire Transfer

	 
	 	UMB Bank N.A.

	 
	 	ABA #  101-000-695

	 
	 	Account Name: Trust Operations

	 
	 	Account #: 9870161974

	Payment on Account of Note
	 	Ref: Security Benefit Life Insurance Co.

	Method
	 	Account # 126139.1

	Account Information
	 	Re: (See “Accompanying information” below)

	 
	 	Name of Company: CHS INC.

	 
	 	Description of  Security: 5.25% Series H Senior Notes

	 
	 	due September 21, 2014

	 
	 	PPN: 21542R A# 7

	 
	 	Due Date and Application (as among principal, make whole and interest) of

	Accompanying Information
	 	the payment being made:

	 	 	 	 	 
	 
	 	UMB Bank

	 
	 	928 Grand Boulevard, 10th Floor
	 
	 	Kansas City, MO  64106

	Address for Notices Related to Payments
	 	Attn: Mike Ortiz

	 	 	 	 	 
	 
	 	Prudential Private Placement Investors, L.P.

	 
	 	Four Gateway Center

	 
	 	100 Mulberry Street
	 
	 	Newark, NJ 07102

	 
	 	Attn: Albert Trank

	 
	 	Managing Director

	 
	 	Fax: 973-624-6432

	Address for All Other Notices
	 	Email: albert.trank@prudential.com

	 	 	 	 	 
	 
	 	SECURITY BENEFIT LIFE INSURANCE COMPANY, INC.

	 
	 	By:    Prudential Private Placement Investors, L.P., as Investment Advisor

	 
	 	By:    Prudential Private Placement Investors, Inc., as its General Partner

	 
	 	By: ________________________________

	 
	 	Name:

	Other Instructions
	 	Title: Vice President

	 	 	 	 	 
	 
	 	United Missouri Bank

	 
	 	DTC/NY WINDOW

	 
	 	55 Water Street, Concourse Level
	 
	 	New York, NY  10041

	 
	 	Ref: Security Benefit – Private Placement Account # 690308200

	 
	 	Account 2450 UMB Bank

	 
	 	with a copy to:

	 
	 	 	 	 
	 
	 	Prudential Capital Group

	 
	 	Four Gateway Center, 7th Floor

	 
	 	100 Mulberry Street
	Instructions re Delivery of Notes
	 	Newark, NJ 07102

	—
	 	Attn: Manager, Trade Management

	Tax Identification Number
	 	 	43-6295832	 
	 
	 	 	 	 







12




	 	 	 	 	 
	Purchaser Name
	 	FIRST COLONY LIFE INSURANCE COMPANY
	 	 	 
	Name in Which Note is Registered
	 	HARE & CO.

	 	 	 
	Note Registration Numbers; Principal

Amounts
	 	RH-8; $16,000,000

	 	 	 
	 
	 	Federal Funds Wire Transfer

	 
	 	The Bank of New York

	 
	 	ABA # 021-000-018

	 
	 	Account # / Beneficiary: GLA111566

	 
	 	SWIFT code: IRVTBEBB

	 
	 	Attn: PPP&I Department

	Payment on Account of Note
	 	Ref: First Colony Life Insurance Company

	Method
	 	Account # 127970

	Account Information
	 	Re:  (See “Accompanying information” below)

	 
	 	Name of Company: CHS INC.

	 
	 	Description of  Security: 5.25% Series H Senior Notes

	 
	 	due September 21, 2014

	 
	 	PPN: 21542R A# 7

	 
	 	Due Date and Application (as among principal, make whole

	Accompanying Information
	 	and interest) of the payment being made:

	 	 	 	 	 
	 
	 	Genworth Financial

	 
	 	601 Union Street, Suite 2200
	 
	 	Seattle, WA  98101

	 
	 	Attn: Private Placements

	 
	 	Account: First Colony Life Insurance Company

	 
	 	Tel: 206-516-4515

	 
	 	Fax: 206-516-4578

	 
	 	Email: GEAM.privateplacements@corporate.ge.com

	 
	 	with a copy to:

	 
	 	 	 	 
	 
	 	State Street

	 
	 	801 Pennsylvania
	 
	 	Kansas City, MO  64105

	 
	 	Attn: Klaus Diem

	 
	 	Account: First Colony Life Insurance Company

	 
	 	Tel: 816-691-8646

	 
	 	Fax: 816-691-5593

	 
	 	Email: geam@statestreetkc.com (preferred delivery method)

	 
	 	and a copy to:

	 
	 	 	 	 
	 
	 	Hare & Co.

	 
	 	The Bank of New York

	 
	 	Income Collection Department

	 
	 	P.O. Box 11203
	 
	 	New York, NY  10286

	 
	 	Attn: PPP&I Department

	 
	 	P&I Contact: Anthony Largo
	 
	 	Tel: 212-437-6541

	 
	 	Ref: First Colony Life Insurance Company

	Address for Notices Related to Payments
	 	Account # 127970

	—
	 	(See “Accompanying information” above)
	 
	 	Genworth Financial

	 
	 	601 Union Street, Suite 2200
	 
	 	Seattle, WA  98101

	 
	 	Attn: Private Placements

	 
	 	Account: First Colony Life Insurance Company

	Address for All Other Notices
	 	Fax: 206-516-4578

	 	 	 	 	 
	 
	 	FIRST COLONY LIFE INSURANCE COMPANY

	 
	 	By: ________________________________

	 
	 	Name:

	Other Instructions
	 	Title: Investment Officer

	 	 	 	 	 
	 
	 	The Bank of New York

	 
	 	One Wall Street

	 
	 	3rd Floor, Window A
	 
	 	New York, NY  10286

	 
	 	Ref: First Colony Life Insurance Company

	Instructions re Delivery of Notes
	 	Account # 127970

	 	 	 	 	 
	Tax Identification Number
	 	 	54-0596414	 
	 
	 	 	 	 







13




	 	 	 	 	 
	Purchaser Name
	 	GENERAL ELECTRIC CAPITAL ASSURANCE COMPANY
	 	 	 
	Name in Which Note is Registered
	 	HARE & CO.

	 	 	 
	Note Registration Numbers; Principal

Amounts
	 	RH-9; $6,000,000

	 	 	 
	 
	 	Federal Funds Wire Transfer

	 
	 	The Bank of New York

	 
	 	ABA # 021-000-018

	 
	 	Account # / Beneficiary: GLA111566

	 
	 	SWIFT code: IRVTBEBB

	 
	 	Attn: PPP&I Department

	Payment on Account of Note
	 	Ref: General Electric Capital Assurance Company

	Method
	 	Account # 127939

	Account Information
	 	Re:  (See “Accompanying information” below)

	 
	 	Name of Company: CHS INC.

	 
	 	Description of  Security: 5.25% Series H Senior Notes

	 
	 	due September 21, 2014

	 
	 	PPN: 21542R A# 7

	 
	 	Due Date and Application (as among principal, make whole

	Accompanying Information
	 	and interest) of the payment being made:

	 	 	 	 	 
	 
	 	Genworth Financial

	 
	 	601 Union Street, Suite 2200
	 
	 	Seattle, WA  98101

	 
	 	Attn: Private Placements

	 
	 	Account: General Electric Capital Assurance Company

	 
	 	Tel: 206-516-4515

	 
	 	Fax: 206-516-4578

	 
	 	Email: GEAM.privateplacements@corporate.ge.com

	 
	 	with a copy to:

	 
	 	 	 	 
	 
	 	State Street

	 
	 	801 Pennsylvania
	 
	 	Kansas City, MO  64105

	 
	 	Attn: Klaus Diem

	 
	 	Account: General Electric Capital Assurance Company

	 
	 	Tel: 816-691-8646

	 
	 	Fax: 816-691-5593

	 
	 	Email: geam@statestreetkc.com (preferred delivery method)

	 
	 	and a copy to:

	 
	 	 	 	 
	 
	 	Hare & Co.

	 
	 	The Bank of New York

	 
	 	Income Collection Department

	 
	 	P.O. Box 11203
	 
	 	New York, NY  10286

	 
	 	Attn: PPP&I Department

	 
	 	P&I Contact: Anthony Largo
	 
	 	Tel: 212-437-6541

	 
	 	Ref: General Electric Capital Assurance Company

	Address for Notices Related to Payments
	 	Account # 127939

	—
	 	(See “Accompanying information” above)
	 
	 	Genworth Financial

	 
	 	601 Union Street, Suite 2200
	 
	 	Seattle, WA  98101

	 
	 	Attn: Private Placements

	 
	 	Account: General Electric Capital Assurance Company

	Address for All Other Notices
	 	Fax: 206-516-4578

	 	 	 	 	 
	 
	 	GENERAL ELECTRIC CAPITAL ASSURANCE COMPANY

	 
	 	By: ________________________________

	 
	 	Name:

	Other Instructions
	 	Title: Investment Officer

	 	 	 	 	 
	 
	 	The Bank of New York

	 
	 	One Wall Street

	 
	 	3rd Floor, Window A
	 
	 	New York, NY  10286

	 
	 	Ref: General Electric Capital Assurance Company

	Instructions re Delivery of Notes
	 	Account # 127939

	 	 	 	 	 
	Tax Identification Number
	 	 	91-6027719	 
	 
	 	 	 	 







14




	 	 	 	 	 
	Purchaser Name
	 	FEDERAL HOME LIFE INSURANCE COMPANY
	 	 	 
	Name in Which Note is Registered
	 	HARE & CO.

	 	 	 
	Note Registration Numbers; Principal

Amounts
	 	RH-10; $2,000,000

	 	 	 
	 
	 	Federal Funds Wire Transfer

	 
	 	The Bank of New York

	 
	 	ABA # 021-000-018

	 
	 	Account # / Beneficiary: GLA111566

	 
	 	SWIFT code: IRVTBEBB

	 
	 	Attn: PPP&I Department

	Payment on Account of Note
	 	Ref: Federal Home Life Insurance Company

	Method
	 	Account # 127924

	Account Information
	 	Re:  (See “Accompanying information” below)

	 
	 	Name of Company: CHS INC.

	 
	 	Description of  Security: 5.25% Series H Senior Notes

	 
	 	due September 21, 2014

	 
	 	PPN: 21542R A# 7

	 
	 	Due Date and Application (as among principal, make whole

	Accompanying Information
	 	and interest) of the payment being made:

	 	 	 	 	 
	 
	 	Genworth Financial

	 
	 	601 Union Street, Suite 2200
	 
	 	Seattle, WA  98101

	 
	 	Attn: Private Placements

	 
	 	Account: Federal Home Life Insurance Company

	 
	 	Tel: 206-516-4515

	 
	 	Fax: 206-516-4578

	 
	 	Email: GEAM.privateplacements@corporate.ge.com

	 
	 	with a copy to:

	 
	 	 	 	 
	 
	 	State Street

	 
	 	801 Pennsylvania
	 
	 	Kansas City, MO  64105

	 
	 	Attn: Klaus Diem

	 
	 	Account: Federal Home Life Insurance Company

	 
	 	Tel: 816-691-8646

	 
	 	Fax: 816-691-5593

	 
	 	Email: geam@statestreetkc.com (preferred delivery method)

	 
	 	and a copy to:

	 
	 	 	 	 
	 
	 	Hare & Co.

	 
	 	The Bank of New York

	 
	 	Income Collection Department

	 
	 	P.O. Box 11203
	 
	 	New York, NY  10286

	 
	 	Attn: PPP&I Department

	 
	 	P&I Contact: Anthony Largo
	 
	 	Tel: 212-437-6541

	 
	 	Ref: Federal Home Life Insurance Company

	Address for Notices Related to Payments
	 	Account # 127924

	—
	 	(See “Accompanying information” above)
	 
	 	Genworth Financial

	 
	 	601 Union Street, Suite 2200
	 
	 	Seattle, WA  98101

	 
	 	Attn: Private Placements

	 
	 	Account: Federal Home Life Insurance Company

	Address for All Other Notices
	 	Fax: 206-516-4578

	 	 	 	 	 
	 
	 	FEDERAL HOME LIFE INSURANCE COMPANY

	 
	 	By: ________________________________

	 
	 	Name:

	Other Instructions
	 	Title: Investment Officer

	 	 	 	 	 
	 
	 	The Bank of New York

	 
	 	One Wall Street

	 
	 	3rd Floor, Window A
	 
	 	New York, NY  10286

	 
	 	Ref: Federal Home Life Insurance Company

	Instructions re Delivery of Notes
	 	Account # 127924

	 	 	 	 	 
	Tax Identification Number
	 	 	35-0576390	 
	 
	 	 	 	 







15




	 	 	 	 	 
	Purchaser Name
	 	HARTFORD LIFE INSURANCE COMPANY
	 	 	 
	Name in Which Note is Registered
	 	HARTFORD LIFE INSURANCE COMPANY

	 	 	 
	 
	 	RH-11; $5,000,000

	Note Registration Numbers; Principal Amounts
	 	RH-12; $5,000,000

	 	 	 	 	 
	 
	 	Federal Funds Wire Transfer

	 
	 	JPMorgan Chase

	 
	 	4 New York Plaza
	 
	 	New York, NY  10004

	 
	 	ABA # 021-000-021

	 
	 	Chase NYC/Cust

	 
	 	Attn: Bond Interest/Principal

	Payment on Account of Note
	 	 	A/C #: 900-9-000200	 
	Method
	 	FFC to: G06641-CRC

	Account Information
	 	Re: (See “Accompanying information” below)

	 
	 	Name of Company: CHS INC.

	 
	 	Description of  Security: 5.25% Series H Senior Notes

	 
	 	due September 21, 2014

	 
	 	PPN: 21542R A# 7

	 
	 	Due Date and Application (as among principal, make whole and interest) of

	Accompanying Information
	 	the payment being made:

	 	 	 	 	 
	 
	 	Hartford Investment Management Company

	 
	 	c/o Portfolio Support
	 
	 	P.O. Box 1744
	 
	 	Hartford, CT  06144-1744

	Address for Notices Related to Payments
	 	Fax: 860-297-8875 / 8876

	 	 	 	 	 
	 
	 	Hartford Investment Management Company

	 
	 	c/o Investment Department – Private Placements
	 
	 	P.O. Box 1744
	 
	 	Hartford, CT  06144-1744

	Address for All Other Notices
	 	Fax: 860-297-8884

	 	 	 	 	 
	 
	 	HARTFORD LIFE INSURANCE COMPANY

	 
	 	By:     Hartford Investment Services, Inc., its Agent and Attorney-in-Fact

	 
	 	By______________________________

	 
	 	Name:

	Other Instructions
	 	Title:

	 	 	 	 	 
	 
	 	JPMorgan Chase

	 
	 	North America Insurance

	 
	 	3 Chase MetroTech Center, 5th Floor South
	 
	 	Brooklyn, NY  11245

	 
	 	Attn: Bettye Carrera

	Instructions re Delivery of Notes
	 	Custody Account # G06641-CRC must appear on outside of envelope
	 	 	 	 	 
	Tax Identification Number
	 	 	06-0974148	 
	 
	 	 	 	 







16




	 	 	 	 	 
	Purchaser Name
	 	PACIFIC LIFE INSURANCE COMPANY
	 	 	 
	Name in Which Note is Registered
	 	MAC & CO.

	 	 	 
	 
	 	RH-13; $5,000,000

	 
	 	RH-14; $1,000,000

	 
	 	RH-15; $1,000,000

	 
	 	RH-16; $1,000,000

	Note Registration Numbers; Principal
	 	RH-17; $1,000,000

	Amounts
	 	RH-18; $1,000,000

	 	 	 	 	 
	 
	 	Federal Funds Wire Transfer

	 
	 	Mellon Trust of New England

	 
	 	ABA # 011-001-234

	 
	 	DDA # 125261

	 
	 	Attn: MBS Income CC: 1253

	Payment on Account of Note
	 	A/C: Pacific Life General Account
	Method
	 	PLCF1810132

	Account Information
	 	Re: (See “Accompanying information” below)

	 
	 	Name of Company: CHS INC.

	 
	 	Description of  Security: 5.25% Series H Senior Notes

	 
	 	due September 21, 2014

	 
	 	PPN: 21542R A# 7

	 
	 	Due Date and Application (as among principal, make whole

	Accompanying Information
	 	and interest) of the payment being made:

	 	 	 	 	 
	 
	 	Mellon Trust

	 
	 	Three Mellon Bank Center

	 
	 	Pittsburgh, PA 15259

	 
	 	Attn: Pacific Life Accounting Team

	 
	 	AIM # 153-3610

	 
	 	Fax: 412-236-7529

	 
	 	with a copy to:

	 
	 	 	 	 
	 
	 	Pacific Life Insurance Company

	 
	 	700 Newport Center Drive
	 
	 	Newport Beach, CA  92660-6397

	 
	 	Attn: Cash Team

	Address for Notices Related to Payments
	 	Securities Administration

	—
	 	Fax: 949-640-4013

	 
	 	Pacific Life Insurance Company

	 
	 	700 Newport Center Drive
	 
	 	Newport Beach, CA  92660-6397

	 
	 	Attn: Securities Department

	Address for All Other Notices
	 	Fax: 949-219-5406

	 	 	 	 	 
	 
	 	PACIFIC LIFE INSURANCE COMPANY

	 
	 	(Nominee:  Mac & Co.)
	 
	 	By: _______________________

	 
	 	Name:

	 
	 	Title:

	 
	 	By: _______________________

	 
	 	Name:

	Other Instructions
	 	Title:

	 	 	 	 	 
	 
	 	Mellon Securities Trust Company

	 
	 	120 Broadway, 13th Floor
	 
	 	New York, NY  10271

	 
	 	Attn: Robert Ferraro

	 
	 	A/C: Pacific Life General Acct
	 
	 	PLCF1810132

	Instructions re Delivery of Notes
	 	Tel: 212-374-1918

	 	 	 	 	 
	Tax Identification Number
	 	 	95-1079000	 
	 
	 	 	 	 







17




	 	 	 	 	 
	Purchaser Name
	 	BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC.
	 	 	 
	Name in Which Note is Registered
	 	HARE & CO.

	 	 	 
	Note Registration Numbers; Principal

Amounts
	 	RH-19;  $1,500,000

	 	 	 
	 
	 	Federal Funds Wire Transfer

	 
	 	Bank of New York

	 
	 	ABA # 021-000-018

	 
	 	BBK=IOC 363

	Payment on Account of Note
	 	Account: Blue Cross and Blue Shield of Florida, Inc.

	Method
	 	Account # 531463

	Account Information
	 	Re: see “Accompanying Information” below

	 
	 	Name of Company: CHS INC.

	 
	 	Description of  Security: 5.25% Series H Senior Notes

	 
	 	due September 21, 2014

	 
	 	PPN: 21542R A# 7

	 
	 	Due Date and Application (as among principal, make whole

	Accompanying Information
	 	and interest) of the payment being made:

	 	 	 	 	 
	 
	 	Blue Cross and Blue Shield of Florida, Inc.

	 
	 	c/o Advantus Capital Management, Inc.
	 
	 	400 Robert Street North
	 
	 	St. Paul, MN  55101

	Address for Notices Related to Payments
	 	Attn: Client Administrator

	 	 	 	 	 
	 
	 	Blue Cross and Blue Shield of Florida, Inc.

	 
	 	c/o Advantus Capital Management, Inc.
	 
	 	400 Robert Street North
	 
	 	St. Paul, MN  55101

	Address for All Other Notices
	 	Attn: Client Administrator

	 	 	 	 	 
	 
	 	BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC.

	 
	 	By: Advantus Capital Management, Inc.

	 
	 	By: ________________________

	 
	 	Name:

	Other Instructions
	 	Title:

	 	 	 	 	 
	 
	 	The Bank of New York

	 
	 	One Wall Street

	 
	 	3rd Floor, Window A
	 
	 	New York, NY  10286

	 
	 	Ref: Blue Cross and Blue Shield of Florida, Inc.

	Instructions for Delivery of Notes
	 	Account # 531463

	 	 	 	 	 
	Tax Identification Number
	 	 	59-2015694	 
	 
	 	 	 	 







18




	 	 	 	 	 
	Purchaser Name
	 	FORT DEARBORN LIFE INSURANCE COMPANY
	 	 	 
	Name in Which Note is Registered
	 	STRAFE & CO.

	 	 	 
	Note Registration Numbers; Principal

Amounts
	 	RH-20;  $1,000,000

	 	 	 
	 
	 	Federal Funds Wire Transfer

	 
	 	Bank One Colorado

	 
	 	ABA # 044-000-037

	 
	 	For credit to: 980401787

	 
	 	Account: Fort Dearborn Life Insurance Company (separate)

	 
	 	Account # 2600218706

	Payment on Account of Note
	 	Attn: Roslind Catling-Ileaboya

	Method
	 	 	877-246-9483	 
	Account Information
	 	Re: see “Accompanying Information” below

	 
	 	Name of Company: CHS INC.

	 
	 	Description of  Security: 5.25% Series H Senior Notes

	 
	 	due September 21, 2014

	 
	 	PPN: 21542R A# 7

	 
	 	Due Date and Application (as among principal, make whole

	Accompanying Information
	 	and interest) of the payment being made:

	 	 	 	 	 
	 
	 	Fort Dearborn Life Insurance Company

	 
	 	c/o Advantus Capital Management, Inc.
	 
	 	400 Robert Street North
	 
	 	St. Paul, MN  55101

	Address for Notices Related to Payments
	 	Attn: Client Administrator

	 	 	 	 	 
	 
	 	Fort Dearborn Life Insurance Company

	 
	 	c/o Advantus Capital Management, Inc.
	 
	 	400 Robert Street North
	 
	 	St. Paul, MN  55101

	Address for All Other Notices
	 	Attn: Client Administrator

	 	 	 	 	 
	 
	 	FORT DEARBORN LIFE INSURANCE COMPANY

	 
	 	By: Advantus Capital Management, Inc.

	 
	 	By: ________________________

	 
	 	Name:

	Other Instructions
	 	Title:

	 	 	 	 	 
	 
	 	Banc One Investment Management Group

	 
	 	340 South Cleveland Avenue, Building 350
	 
	 	Westerville, OH  43081

	 
	 	Attn: Non-Depository Trading Desk

	Instructions for Delivery of Notes
	 	Tel: 614-248-1317

	 	 	 	 	 
	Tax Identification Number
	 	 	36-2598882	 
	 
	 	 	 	 







19




	 	 	 	 	 
	Purchaser Name
	 	UNITED INSURANCE COMPANY OF AMERICA
	 	 	 
	Name in Which Note is Registered
	 	HARE & CO.

	 	 	 
	Note Registration Numbers; Principal

Amounts
	 	RH-21;  $1,000,000

	 	 	 
	 
	 	Federal Funds Wire Transfer

	 
	 	Bank of New York

	 
	 	ABA # 021-000-018

	 
	 	Account: United Insurance Company of America

	 
	 	(Advantus Capital Management)
	 
	 	Account # 367937

	 
	 	Interest Payments: GLA # 111-363

	Payment on Account of Note
	 	Principal Payments: GLA # 111-566

	Method
	 	Amendment Fees: GLA # 111-565

	Account Information
	 	Re: see “Accompanying Information” below

	 
	 	Name of Company: CHS INC.

	 
	 	Description of  Security: 5.25% Series H Senior Notes

	 
	 	due September 21, 2014

	 
	 	PPN: 21542R A# 7

	 
	 	Due Date and Application (as among principal, make whole

	Accompanying Information
	 	and interest) of the payment being made:

	 	 	 	 	 
	 
	 	United Insurance Company of America

	 
	 	c/o Advantus Capital Management, Inc.
	 
	 	400 Robert Street North
	 
	 	St. Paul, MN  55101

	Address for Notices Related to Payments
	 	Attn: Client Administrator

	 	 	 	 	 
	 
	 	United Insurance Company of America

	 
	 	c/o Advantus Capital Management, Inc.
	 
	 	400 Robert Street North
	 
	 	St. Paul, MN  55101

	Address for All Other Notices
	 	Attn: Client Administrator

	 	 	 	 	 
	 
	 	UNITED INSURANCE COMPANY OF AMERICA

	 
	 	By: Advantus Capital Management, Inc.

	 
	 	By: ________________________

	 
	 	Name:

	Other Instructions
	 	Title:

	 	 	 	 	 
	 
	 	Bank of New York

	 
	 	One Wall Street, 3rd Floor

	 
	 	Special Processing, Window A

	 
	 	New York, NY  10286

	 
	 	Ref: United Insurance Company of America

	 
	 	(Advantus Capital Management)
	Instructions for Delivery of Notes
	 	Account # 367937

	 	 	 	 	 
	Tax Identification Number
	 	 	36-1896670	 
	 
	 	 	 	 







20




	 	 	 	 	 
	Purchaser Name
	 	WORLD INSURANCE COMPANY
	 	 	 
	 
	 	WELLS FARGO BANK, N.A. AS CUSTODIAN FOR WORLD INSURANCE

	Name in Which Note is Registered
	 	COMPANY

	 
	 	 	 	 
	Note Registration Numbers; Principal

Amounts
	 	RH-22;  $500,000

	 	 	 
	 
	 	Federal Funds Wire Transfer

	 
	 	Wells Fargo Bank, N.A.

	 
	 	ABA # 121-000-248

	 
	 	BNFA: 0000840245

	 
	 	BNF: Trust Wire Clearing

	 
	 	FFC: Income Collections

	Payment on Account of Note
	 	 	A/C 12667400	 
	Method
	 	Further credit to: World Insurance Company, Account # 12667400

	Account Information
	 	Re: see “Accompanying Information” below

	 
	 	Name of Company: CHS INC.

	 
	 	Description of  Security: 5.25% Series H Senior Notes

	 
	 	due September 21, 2014

	 
	 	PPN: 21542R A# 7

	 
	 	Due Date and Application (as among principal, make whole and

	Accompanying Information
	 	interest) of the payment being made:

	 	 	 	 	 
	 
	 	World Insurance Company

	 
	 	c/o Advantus Capital Management, Inc.
	 
	 	400 Robert Street North
	 
	 	St. Paul, MN  55101

	Address for Notices Related to Payments
	 	Attn: Client Administrator

	 	 	 	 	 
	 
	 	World Insurance Company

	 
	 	c/o Advantus Capital Management, Inc.
	 
	 	400 Robert Street North
	 
	 	St. Paul, MN  55101

	Address for All Other Notices
	 	Attn: Client Administrator

	 	 	 	 	 
	 
	 	WORLD INSURANCE COMPANY

	 
	 	By: Advantus Capital Management, Inc.

	 
	 	By: ________________________

	 
	 	Name:

	Other Instructions
	 	Title:

	 	 	 	 	 
	 
	 	Wells Fargo Bank Minnesota, N.A.

	 
	 	MAC N9306-059

	 
	 	733 Marquette Avenue, Investors Building, 5th Floor
	 
	 	Minneapolis, MN  55479

	 
	 	Attn: Linh Nguyen

	 
	 	Security Control and Transfer

	 
	 	Tel: 612-667-7197

	 
	 	Ref: World Insurance Company

	Instructions for Delivery of Notes
	 	Account # 12667400

	 	 	 	 	 
	Tax Identification Number
	 	 	47-0339860	 
	 
	 	 	 	 







	 	 	 	 	 
	Purchaser Name
	 	MTL INSURANCE COMPANY
	 	 	 
	Name in Which Note is Registered
	 	ELL & CO.

	 	 	 
	Note Registration Numbers; Principal

Amounts
	 	RH-23;  $500,000

	 	 	 
	 
	 	Federal Funds Wire Transfer

	 
	 	The Northern Chgo/Trust

	 
	 	ABA # 071-000-152

	 
	 	For credit to: Account # 5186041000

	 
	 	Further credit to: MTL Insurance Company

	Payment on Account of Note
	 	Account # 26-00621

	Method
	 	Income Collections

	Account Information
	 	Re: see “Accompanying Information” below

	 
	 	Name of Company: CHS INC.

	 
	 	Description of  Security: 5.25% Series H Senior Notes

	 
	 	due September 21, 2014

	 
	 	PPN: 21542R A# 7

	 
	 	Due Date and Application (as among principal, make whole

	Accompanying Information
	 	and interest) of the payment being made:

	 	 	 	 	 
	 
	 	MTL Insurance Company

	 
	 	c/o Advantus Capital Management, Inc.
	 
	 	400 Robert Street North
	 
	 	St. Paul, MN  55101

	Address for Notices Related to Payments
	 	Attn: Client Administrator

	 	 	 	 	 
	 
	 	MTL Insurance Company

	 
	 	c/o Advantus Capital Management, Inc.
	 
	 	400 Robert Street North
	 
	 	St. Paul, MN  55101

	Address for All Other Notices
	 	Attn: Client Administrator

	 	 	 	 	 
	 
	 	MTL INSURANCE COMPANY

	 
	 	By: Advantus Capital Management, Inc.

	 
	 	By: ________________________

	 
	 	Name:

	Other Instructions
	 	Title:

	 	 	 	 	 
	 
	 	Northern Trust Company of New York

	 
	 	40 Broad Street, 8th Floor
	 
	 	New York, NY  10004

	 
	 	Attn: Settlements for Account # 26-00621

	Instructions for Delivery of Notes
	 	MTL Insurance Company

	 	 	 	 	 
	Tax Identification Number
	 	 	36-1516780	 
	 
	 	 	 	 







21




	 	 	 	 	 
	Purchaser Name
	 	THE RELIABLE LIFE INSURANCE COMPANY
	 	 	 
	Name in Which Note is Registered
	 	HARE & CO.

	 	 	 
	Note Registration Numbers; Principal

Amounts
	 	RH-24;  $500,000

	 	 	 
	 
	 	Federal Funds Wire Transfer

	 
	 	Bank of New York

	 
	 	ABA # 021-000-018

	 
	 	Account: The Reliable Life Insurance Company

	 
	 	(Advantus Capital Management)
	 
	 	Account # 276073

	 
	 	Interest Payments: GLA # 111-363

	Payment on Account of Note
	 	Principal Payments: GLA # 111-566

	Method
	 	Amendment Fees: GLA # 111-565

	Account Information
	 	Re: see “Accompanying Information” below

	 
	 	Name of Company: CHS INC.

	 
	 	Description of  Security: 5.25% Series H Senior Notes

	 
	 	due September 21, 2014

	 
	 	PPN: 21542R A# 7

	 
	 	Due Date and Application (as among principal, make whole

	Accompanying Information
	 	and interest) of the payment being made:

	 	 	 	 	 
	 
	 	The Reliable Life Insurance Company

	 
	 	c/o Advantus Capital Management, Inc.
	 
	 	400 Robert Street North
	 
	 	St. Paul, MN  55101

	Address for Notices Related to Payments
	 	Attn: Client Administrator

	 	 	 	 	 
	 
	 	The Reliable Life Insurance Company

	 
	 	c/o Advantus Capital Management, Inc.
	 
	 	400 Robert Street North
	 
	 	St. Paul, MN  55101

	Address for All Other Notices
	 	Attn: Client Administrator

	 	 	 	 	 
	 
	 	THE RELIABLE LIFE INSURANCE COMPANY

	 
	 	By: Advantus Capital Management, Inc.

	 
	 	By: ________________________

	 
	 	Name:

	Other Instructions
	 	Title:

	 	 	 	 	 
	 
	 	Bank of New York

	 
	 	One Wall Street, 3rd Floor

	 
	 	Special Processing, Window A

	 
	 	New York, NY  10286

	 
	 	Ref: The Reliable Life Insurance Company

	 
	 	(Advantus Capital Management)
	Instructions for Delivery of Notes
	 	Account # 276073

	 	 	 	 	 
	Tax Identification Number
	 	 	43-0476110	 
	 
	 	 	 	 







22




	 	 	 	 	 
	Purchaser Name
	 	UNION NATIONAL LIFE INSURANCE COMPANY
	 	 	 
	Name in Which Note is Registered
	 	HARE & CO.

	 	 	 
	Note Registration Numbers; Principal

Amounts
	 	RH-25;  $500,000

	 	 	 
	 
	 	Federal Funds Wire Transfer

	 
	 	Bank of New York

	 
	 	ABA # 021-000-018

	 
	 	Account: Union National Life Insurance Company

	 
	 	(Advantus Capital Management)
	 
	 	Account # 367716

	 
	 	Interest Payments: GLA # 111-363

	Payment on Account of Note
	 	Principal Payments: GLA # 111-566

	Method
	 	Amendment Fees: GLA # 111-565

	Account Information
	 	Re: see “Accompanying Information” below

	 
	 	Name of Company: CHS INC.

	 
	 	Description of  Security: 5.25% Series H Senior Notes

	 
	 	due September 21, 2014

	 
	 	PPN: 21542R A# 7

	 
	 	Due Date and Application (as among principal, make whole

	Accompanying Information
	 	and interest) of the payment being made:

	 	 	 	 	 
	 
	 	Union National Life Insurance Company

	 
	 	c/o Advantus Capital Management, Inc.
	 
	 	400 Robert Street North
	 
	 	St. Paul, MN  55101

	Address for Notices Related to Payments
	 	Attn: Client Administrator

	 	 	 	 	 
	 
	 	Union National Life Insurance Company

	 
	 	c/o Advantus Capital Management, Inc.
	 
	 	400 Robert Street North
	 
	 	St. Paul, MN  55101

	Address for All Other Notices
	 	Attn: Client Administrator

	 	 	 	 	 
	 
	 	UNION NATIONAL LIFE INSURANCE COMPANY

	 
	 	By: Advantus Capital Management, Inc.

	 
	 	By: ________________________

	 
	 	Name:

	Other Instructions
	 	Title:

	 	 	 	 	 
	 
	 	Bank of New York

	 
	 	One Wall Street, 3rd Floor

	 
	 	Special Processing, Window A

	 
	 	New York, NY  10286

	 
	 	Ref: Union National Life Insurance Company

	 
	 	(Advantus Capital Management)
	Instructions for Delivery of Notes
	 	Account # 367716

	 	 	 	 	 
	Tax Identification Number
	 	 	72-0340280	 
	 
	 	 	 	 







23




	 	 	 	 	 
	Purchaser Name
	 	RESERVE NATIONAL INSURANCE COMPANY
	 	 	 
	Name in Which Note is Registered
	 	HARE & CO.

	 	 	 
	Note Registration Numbers; Principal

Amounts
	 	RH-26;  $500,000

	 	 	 
	 
	 	Federal Funds Wire Transfer

	 
	 	Bank of New York

	 
	 	ABA # 021-000-018

	 
	 	Account: Reserve National Insurance Company

	 
	 	(Advantus Capital Management)
	 
	 	Account # 264222

	 
	 	Interest Payments: GLA # 111-363

	Payment on Account of Note
	 	Principal Payments: GLA # 111-566

	Method
	 	Amendment Fees: GLA # 111-565

	Account Information
	 	Re: see “Accompanying Information” below

	 
	 	Name of Company: CHS INC.

	 
	 	Description of  Security: 5.25% Series H Senior Notes

	 
	 	due September 21, 2014

	 
	 	PPN: 21542R A# 7

	 
	 	Due Date and Application (as among principal, make whole

	Accompanying Information
	 	and interest) of the payment being made:

	 	 	 	 	 
	 
	 	Reserve National Insurance Company

	 
	 	c/o Advantus Capital Management, Inc.
	 
	 	400 Robert Street North
	 
	 	St. Paul, MN  55101

	Address for Notices Related to Payments
	 	Attn: Client Administrator

	 	 	 	 	 
	 
	 	Reserve National Insurance Company

	 
	 	c/o Advantus Capital Management, Inc.
	 
	 	400 Robert Street North
	 
	 	St. Paul, MN  55101

	Address for All Other Notices
	 	Attn: Client Administrator

	 	 	 	 	 
	 
	 	RESERVE NATIONAL INSURANCE COMPANY

	 
	 	By: Advantus Capital Management, Inc.

	 
	 	By: ________________________

	 
	 	Name:

	Other Instructions
	 	Title:

	 	 	 	 	 
	 
	 	Bank of New York

	 
	 	One Wall Street, 3rd Floor

	 
	 	Special Processing, Window A

	 
	 	New York, NY  10286

	 
	 	Ref: Reserve National Insurance Company

	 
	 	(Advantus Capital Management)
	Instructions for Delivery of Notes
	 	Account # 264222

	 	 	 	 	 
	Tax Identification Number
	 	 	73-0661453	 
	 
	 	 	 	 







24




	 	 	 	 	 
	Purchaser Name
	 	ST. PAUL FIRE AND MARINE COMPANY
	 	 	 
	Name in Which Note is Registered
	 	ST. PAUL FIRE AND MARINE INSURANCE COMPANY

	 	 	 
	Note Registration Numbers; Principal

Amounts
	 	RH-27; $5,000,000

	 	 	 
	 
	 	Federal Funds Wire Transfer

	 
	 	Until 1/1/05:

	 
	 	 	 	 
	 
	 	Citibank Delaware

	 
	 	One Penn’s Way OPS2

	 
	 	New Castle, DE  19720

	 
	 	ABA # 031-100-209

	 
	 	Credit to: St. Paul Fire & Marine A/C 3859-4764

	 
	 	After 1/1/05:

	 
	 	 	 	 
	 
	 	JPMorgan Chase Bank

	 
	 	4 Chase MetroTech Center
	Payment on Account of Note
	 	Brooklyn NY  11245

	Method
	 	ABA 021-000-021

	Account Information
	 	Credit to: Travelers Indemnity Co. A/C 323954421

	 
	 	Re: (see “Accompanying Information” below)

	 
	 	Name of Company: CHS INC.

	 
	 	Description of  Security: 5.25% Series H Senior Notes

	 
	 	due September 21, 2014

	 
	 	PPN: 21542R A# 7

	 
	 	Due Date and Application (as among principal, make whole

	Accompanying Information
	 	and interest) of the payment being made:

	 	 	 	 	 
	 
	 	St. Paul Fire and Marine Insurance Company

	 
	 	385 Washington Street
	 
	 	St. Paul, MN  55102

	Address for Notices Related to Payments
	 	Attn: Treasury Department

	 	 	 	 	 
	 
	 	St. Paul Fire and Marine Insurance Company

	 
	 	385 Washington Street
	 
	 	St. Paul, MN  55102

	Address for All Other Notices
	 	Attn: Treasury Department

	 	 	 	 	 
	 
	 	ST. PAUL FIRE AND MARINE INSURANCE COMPANY

	 
	 	By: _______________________

	 
	 	Name:

	Other Instructions
	 	Title:

	 	 	 	 	 
	 
	 	St. Paul Fire and Marine Insurance Company

	 
	 	385 Washington Street
	 
	 	St. Paul, MN  55102

	Instructions re Delivery of Notes
	 	Attn: Treasury Department

	 	 	 	 	 
	Tax Identification Number
	 	 	41-0406690	 
	 
	 	 	 	 







25




	 	 	 	 	 
	Purchaser Name
	 	MODERN WOODMEN OF AMERICA
	 	 	 
	Name in Which Note is Registered
	 	MODERN WOODMEN OF AMERICA

	 	 	 
	Note Registration Numbers; Principal Amounts
	 	RH-28; $4,000,000

	 	 	 
	 
	 	Federal Funds Wire Transfer

	 
	 	The Northern Trust Company

	 
	 	50 South LaSalle Street
	 
	 	Chicago, IL  60675

	 
	 	ABA # 071-000-152

	Payment on Account of Note
	 	Account Name: Modern Woodmen of America

	Method
	 	Account #: 84352

	Account Information
	 	Re: (see “Accompanying Information” below)

	 
	 	Name of Company: CHS INC.

	 
	 	Description of  Security: 5.25% Series H Senior Notes

	 
	 	due September 21, 2014

	 
	 	PPN: 21542R A# 7

	 
	 	Due Date and Application (as among principal, make whole

	Accompanying Information
	 	and interest) of the payment being made:

	 	 	 	 	 
	 
	 	Modern Woodmen of America

	 
	 	1701 First Avenue
	 
	 	Rock Island, IL  61201

	Address for Notices Related to Payments
	 	Attn: Investment Accounting Department

	 	 	 	 	 
	 
	 	Modern Woodmen of America

	 
	 	1701 First Avenue
	 
	 	Rock Island, IL  61201

	 
	 	Attn: Investment Department

	Address for All Other Notices
	 	Email: Investment.Department@Modern-Woodmen.org

	 	 	 	 	 
	 
	 	MODERN WOODMEN OF AMERICA

	 
	 	By: _______________________

	 
	 	Name:

	Other Instructions
	 	Title:

	 	 	 	 	 
	 
	 	Modern Woodmen of America

	 
	 	1701 First Avenue
	 
	 	Rock Island, IL 61201

	Instructions re Delivery of Notes
	 	Attn: Doug Pannier

	 	 	 	 	 
	Tax Identification Number
	 	 	36-1493430	 
	 
	 	 	 	 







26




	 	 	 	 	 
	Purchaser Name
	 	ASSURITY LIFE INSURANCE COMPANY
	 	 	 
	Name in Which Note is Registered
	 	ASSURITY LIFE INSURANCE COMPANY

	 	 	 
	Note Registration Numbers; Principal Amounts
	 	RH-29; $1,000,000

	 	 	 
	 
	 	Federal Funds Wire Transfer

	 
	 	US Bank National Association

	 
	 	13th and M Streets
	 
	 	Lincoln, NE  68508

	 
	 	ABA # 104-000-029

	Payment on Account of Note
	 	For credit to: Assurity Life Insurance Company

	Method
	 	General Fund Account # 1-494-0092-9092

	Account Information
	 	Re: (see “Accompanying Information” below)

	 
	 	Name of Company: CHS INC.

	 
	 	Description of  Security: 5.25% Series H Senior Notes

	 
	 	due September 21, 2014

	 
	 	PPN: 21542R A# 7

	 
	 	Due Date and Application (as among principal, make whole and

	Accompanying Information
	 	interest) of the payment being made:

	 	 	 	 	 
	 
	 	Assurity Life Insurance Company

	 
	 	1526 K Street
	 
	 	Lincoln, NE  68508

	Address for Notices Related to Payments
	 	Attn: Investment Division

	 	 	 	 	 
	 
	 	Assurity Life Insurance Company

	 
	 	1526 K Street
	 
	 	Lincoln, NE  68508

	Address for All Other Notices
	 	Attn: Investment Division

	 	 	 	 	 
	 
	 	ASSURITY LIFE INSURANCE COMPANY

	 
	 	By: _______________________

	 
	 	Name:

	Other Instructions
	 	Title:

	 	 	 	 	 
	 
	 	Assurity Life Insurance Company

	 
	 	1526 K Street
	 
	 	Lincoln, NE  68508

	Instructions re Delivery of Notes
	 	Attn: Vic Weber

	 	 	 	 	 
	Tax Identification Number
	 	 	38-1843471	 
	 
	 	 	 	 







27




	 	 	 	 	 
	Purchaser Name
	 	ACACIA LIFE INSURANCE COMPANY
	 	 	 
	Name in Which Note is Registered
	 	CHIMEBRIDGE & CO.

	 	 	 
	Note Registration Numbers; Principal Amounts
	 	RH-30; $1,000,000

	 	 	 
	 
	 	Federal Funds Wire Transfer

	 
	 	State Street Bank & Trust Company

	 
	 	ABA # 011-000-028

	 
	 	BNF: Physical Income Account

	 
	 	DDA: Clearing Account # 00076026

	Payment on Account of Note
	 	Further credit to: Acacia Life Insurance Company

	Method
	 	Custody Fund # 1EJP

	Account Information
	 	Re: (see “Accompanying Information” below)

	 
	 	Name of Company: CHS INC.

	 
	 	Description of  Security: 5.25% Series H Senior Notes

	 
	 	due September 21, 2014

	 
	 	PPN: 21542R A# 7

	 
	 	Due Date and Application (as among principal, make whole

	Accompanying Information
	 	and interest) of the payment being made:

	 	 	 	 	 
	 
	 	in duplicate to:

	 
	 	 	 	 
	 
	 	State Street Bank

	 
	 	P.O. Box 5756
	 
	 	Boston, MN  02206

	 
	 	Attn: Michael Rodelle

	 
	 	Ref: Acacia Life Insurance Company, Account # 1EJP,

	 
	 	for the account of State Street

	 
	 	and:

	 
	 	 	 	 
	 
	 	Acacia Life Insurance Company

	 
	 	c/o Ameritas Investment Advisors Inc.
	 
	 	390 North Cotner Boulevard
	 
	 	Lincoln, NE  68505

	Address for Notices Related to Payments
	 	Attn: James Mikus

	—
	 	Fax: 402-467-6970

	 
	 	in duplicate to:

	 
	 	 	 	 
	 
	 	State Street Bank

	 
	 	P.O. Box 5756
	 
	 	Boston, MN  02206

	 
	 	Attn: Michael Rodelle

	 
	 	Ref: Acacia Life Insurance Company, Account # 1EJP,

	 
	 	for the account of State Street

	 
	 	and:

	 
	 	 	 	 
	 
	 	Acacia Life Insurance Company

	 
	 	c/o Ameritas Investment Advisors Inc.
	 
	 	390 North Cotner Boulevard
	 
	 	Lincoln, NE  68505

	Address for All Other Notices
	 	Attn: James Mikus

	—
	 	Fax: 402-467-6970

	 
	 	ACACIA LIFE INSURANCE COMPANY

	 
	 	By: Ameritas Investment Advisors Inc., as Agent

	 
	 	By: ____________________________________

	 
	 	Name: Andrew S. White

	Other Instructions
	 	Title: Vice President – Fixed Income Securities

	 	 	 	 	 
	 
	 	DTCC / New York Window

	 
	 	55 Water Street
	 
	 	Plaza Level, 3rd Floor

	 
	 	New York, NY  10041

	 
	 	Attn: Robert Mendez

	 
	 	Ref: Acacia Life Insurance Company, Account # 1EJP,

	 
	 	for the account of State Street

	 
	 	with a copy to:

	 
	 	 	 	 
	 
	 	Acacia Life Insurance Company

	 
	 	c/o Ameritas Investment Advisors Inc.
	 
	 	390 North Cotner Boulevard
	Instructions re Delivery of Notes
	 	Lincoln, NE  68505

	—
	 	Attn: James Mikus

	 
	 	53-0022880  (Acacia Life Insurance Company)
	Tax Identification Number
	 	65-1186790  (Chimebridge & Co.)
	 
	 	 	 	 









28





SCHEDULE B




DEFINED TERMS




As used herein, the following terms have the respective meanings set forth below or set forth
in the Section hereof following such term:



“Adjusted Consolidated Funded Debt” means Consolidated Funded Debt, plus the net present value
of all rentals payable under operating leases of the Company and its Subsidiaries as discounted by
a rate of 10% per annum.



“Affiliate” means, at any time, and with respect to any Person, (a) any other Person that at
such time directly or indirectly through one or more intermediaries Controls, or is Controlled by,
or is under common Control with, such first Person, and (b) any Person beneficially owning or
holding, directly or indirectly, 10% or more of any class of voting or equity interests of the
Company or any Subsidiary or any corporation of which the Company and its Subsidiaries beneficially
own or hold, in the aggregate, directly or indirectly, 10% or more of any class of voting or equity
interests. As used in this definition, “Control” means the possession, directly or indirectly, of
the power to direct or cause the direction of the management and policies of a Person, whether
through the ownership of Voting Interests, by contract or otherwise. Unless the context otherwise
clearly requires, any reference to an “Affiliate” is a reference to an Affiliate of the Company.




“Agreement, this” is defined in Section 17.3.



“Business Day” means any day other than a Saturday, a Sunday or a day on which commercial
banks in New York, New York are required or authorized to be closed.



“Capital Lease” means, at any time, a lease with respect to which the lessee is required
concurrently to recognize the acquisition of an asset and the incurrence of a liability in
accordance with GAAP.



“Capitalized Lease Obligation” means with respect to any Person and a Capital Lease, the
amount of the obligation of such Person as the lessee under such Capital Lease (net of interest
expenses) which would, in accordance with GAAP, appear as a liability on a balance sheet of such
Person.



“Change in Control” means any Person or Persons acting in concert, together with the
Affiliates thereof, directly or indirectly controlling or owning (beneficially or otherwise) in the
aggregate more than 50% of the aggregate voting power of the issued and outstanding Voting
Interests of the Company.




“Closing” is defined in Section 3.




“CoBank” means Co-Bank, ACB, a United States Agricultural Credit Bank.



“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rules
and regulations promulgated thereunder from time to time.




“Company” is defined in the introductory paragraph hereof.




“Confidential Information” is defined in Section 20.



“Consolidated Cash Flow” means for any period the sum of (a) earnings before income taxes of
the Company and its Subsidiaries for such period determined on a consolidated basis in accordance
with GAAP, plus (b) the amounts that have been deducted in the determination of such earnings
before income taxes for such period for (i) interest expense for such period, (ii) depreciation for
such period, (iii) amortization for such period and (iv) extraordinary non-cash losses for such
period, minus (c) the amounts that have been included in the determination of such earnings before
income taxes for such period for (i) one-time gains, (ii) extraordinary income, (iii) non-cash
patronage income, and (iv) non-cash equity earnings in joint ventures.



“Consolidated Funded Debt” means as of any date of determination, the total of all Funded Debt
of the Company and its Subsidiaries outstanding on such date, after eliminating all offsetting
debits and credits between the Company and its Subsidiaries and all other items required to be
eliminated in the course of preparation of consolidated financial statements of the Company and its
Subsidiaries in accordance with GAAP.



“Consolidated Members’ and Patrons’ Equity” means, with respect to the Company and its
Subsidiaries, the amount of equity accounts, plus (or minus in the case of a deficit) the amount of
surplus and retained earnings accounts of the Company and its Subsidiaries, plus (or minus in the
case of a deficit), to the extent not included in such equity accounts, the minority interests in
Subsidiaries; provided that the total amount of intangible assets of the Company and its
Subsidiaries (including, without limitation, unamortized debt discount and expense, deferred
charges and goodwill) included therein shall not exceed $30,000,000 (and to the extent such
intangible assets exceed $30,000,000, they will not be included in the calculation of Consolidated
Members’ and Patrons’ Equity); all as determined on a consolidated basis in accordance with GAAP
consistently applied.



“Consolidated Net Worth” means as of any date, total equity of the Company and its
Subsidiaries as of such date, determined on a consolidated basis in accordance with GAAP.



“Consolidated Total Assets” means at any time, the total assets of the Company and its
Subsidiaries that would be shown on a consolidated balance sheet of the Company and its
Subsidiaries at such time prepared in accordance with GAAP.




“Debt” means with respect to any Person




(a) all obligations of such Person for borrowed money (including all obligations for
borrowed money secured by any Lien with respect to any property owned by such Person whether
or not such Person has assumed or otherwise become liable for such obligations),




(b) all obligations of such Person for the deferred purchase price of property acquired
by such Person (excluding accounts payable arising in the ordinary course of business but
including all liabilities created or arising under any conditional sale or other title
retention agreement with respect to such property),




(c) all Capitalized Lease Obligations of such Person and




(d) all Guaranties of such Person with respect to liabilities of the type described in
clause (a), (b) or (c) of any other Person,



provided that (i) Debt of a Subsidiary of the Company shall exclude such obligations and
Guaranties of such Subsidiary if owed or guaranteed by such Subsidiary to the Company or a
Wholly-Owned Subsidiary of the Company, (ii) Debt of the Company shall exclude such obligations and
Guaranties if owed or guaranteed by the Company to a Wholly-Owned Subsidiary of the Company and
(iii) Debt of the Company shall exclude any unfunded obligations which may exist now and in the
future in the Company’s pension plans.




“Debt Prepayment Application” is defined in Section 10.7(c).



“Default” means an event or condition the occurrence or existence of which would, with the
lapse of time or the giving of notice or both, become an Event of Default.



“Default Rate” means that rate of interest that is the greater of (a) 2% per annum above the
rate of interest stated in clause (a) of the first paragraph of the Notes or (b) 2% over the rate
of interest publicly announced by The Bank of New York in New York, New York as its “base” or
“prime” rate.




“Designated Portion” is defined in Section 10.7(b).




“Disposition Value” is defined in Section 10.7(c).




“Distribution” means, in respect of any corporation, association or other business entity:




(a) dividends or other distributions or payments on capital stock or other equity
interests of such corporation, association or other business entity (except distributions in
such stock or other equity interest); and




(b) the redemption or acquisition of such stock or other equity interests or of
warrants, rights or other options to purchase such stock or other equity interests (except
when solely in exchange for such stock or other equity interests) unless made,
contemporaneously, from the net proceeds of a sale of such stock or other equity interests.



“Environmental Laws” means any and all Federal, state, local, and foreign statutes, laws,
regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants,
franchises, licenses, agreements or governmental restrictions relating to pollution and the
protection of the environment or the release of any materials into the environment, including but
not limited to those related to hazardous substances or wastes, air emissions and discharges to
waste or public systems.



“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to
time, and the rules and regulations promulgated thereunder from time to time in effect.



“ERISA Affiliate” means any trade or business (whether or not incorporated) that is treated as
a single employer together with the Company under section 414 of the Code.




“Event of Default” is defined in Section 11.




“Exchange Act” means the Securities Exchange Act of 1934, as amended.




“Excluded Transfers” is defined in Section 10.7(a).



“Fair Market Value” means, at any time and with respect to any property, the sale value of
such property that would be realized in an arm’s-length sale at such time between an informed and
willing buyer and an informed and willing seller (neither being under a compulsion to buy or sell,
respectively).




“Financing Documents” means, collectively, this Agreement, the Other Agreements and the Notes.



“Funded Debt” means with respect to any Person, all Debt which would, in accordance with GAAP,
be required to be classified as a long term liability on the books of such Person, and shall
include, without limitation (i) any Debt which by its terms or by the terms of any instrument or
agreement relating thereto matures, or which is otherwise payable or unpaid, more than one year
from the date of creation thereof, (ii) any Debt outstanding under a revolving credit or similar
agreement providing for borrowings (and renewals and extensions thereof) which would, in accordance
with GAAP, be required to be classified as a long term liability of such Person, (iii) any
Capitalized Lease Obligation of such Person, and (iv) any Guaranty of such Person with respect to
Funded Debt of another Person. Notwithstanding anything to the contrary contained herein, any Debt
outstanding under a revolving credit or similar agreement providing for borrowings where no amount
of such Debt is outstanding for a period of 30 consecutive days during each 12 month period (and
which has not been refinanced with other Debt which does not constitute Funded Debt) will not be
deemed to constitute Funded Debt.



“GAAP” means generally accepted accounting principles as in effect from time to time in the
United States of America.




“Governmental Authority” means




(a) the government of




(i) the United States of America or any State or other political subdivision
thereof, or




(ii) any jurisdiction in which the Company or any Subsidiary conducts all or
any part of its business, or which asserts jurisdiction over any properties of the
Company or any Subsidiary, or




(b) any entity exercising executive, legislative, judicial, regulatory or
administrative functions of, or pertaining to, any such government.



“Guaranty” means, with respect to any Person, any obligation (except the endorsement in the
ordinary course of business of negotiable instruments for deposit or collection) of such Person
guaranteeing or in effect guaranteeing any Debt, dividend or other obligation of any other Person
in any manner, whether directly or indirectly, including (without limitation) obligations incurred
through an agreement, contingent or otherwise, by such Person:




(a) to purchase such Debt or obligation or any property constituting security therefor;




(b) to advance or supply funds (i) for the purchase or payment of such Debt or
obligation, or (ii) to maintain any working capital or other balance sheet condition or any
income statement condition of any other Person or otherwise to advance or make available
funds for the purchase or payment of such Debt or obligation;




(c) to lease properties or to purchase properties or services primarily for the purpose
of assuring the owner of such Debt or obligation of the ability of any other Person to make
payment of the Debt or obligation; or




(d) otherwise to assure the owner of such Debt or obligation against loss in respect
thereof.



In any computation of the Debt or other liabilities of the obligor under any Guaranty, the
Debt or other obligations that are the subject of such Guaranty shall be assumed to be direct
obligations of such obligor.



“Hazardous Material” means any and all pollutants, toxic or hazardous wastes or any other
substances that might pose a hazard to health or safety, the removal of which may be required or
the generation, manufacture, refining, production, processing, treatment, storage, handling,
transportation, transfer, use, disposal, release, discharge, spillage, seepage, or filtration of
which is or shall be restricted, prohibited or penalized by any applicable law (including, without
limitation, asbestos, urea formaldehyde foam insulation and polychlorinated biphenyls).



“holder” means, with respect to any Note, the Person in whose name such Note is registered in
the register maintained by the Company pursuant to Section 13.1.



“Hostile Tender Offer” means, with respect to the use of proceeds of any Note, any offer to
purchase, or any purchase of, shares of capital stock of any corporation or equity interests in any
other entity, or securities convertible into or representing the beneficial ownership of, or rights
to acquire, any such shares or equity interests, if such shares, equity interests, securities or
rights are of a class which is publicly traded on any securities exchange or in any
over-the-counter market, other than purchases of such shares, equity interests, securities or
rights representing less than 5% of the equity interests or beneficial ownership of such
corporation or other entity for portfolio investment purposes, and such offer or purchase has not
been duly approved by the board of directors of such corporation or the equivalent governing body
of such other entity prior to the date of the Closing.




“INHAM Exemption” is defined in Section 6.2(e).



“Institutional Investor” means (a) any original purchaser of a Note, (b) any holder of a Note
holding more than 5% of the aggregate principal amount of the Notes then outstanding, and (c) any
bank, trust company, savings and loan association or other financial institution, any pension plan,
any investment company, any insurance company, any broker or dealer, or any other similar financial
institution or entity, regardless of legal form.



“Lien” means, with respect to any Person, any mortgage, lien, pledge, charge, security
interest or other encumbrance, or any interest or title of any vendor, lessor, lender or other
secured party to or of such Person under any conditional sale or other title retention agreement or
Capital Lease, upon or with respect to any property or asset of such Person (including in the case
of stock, stockholder agreements, voting trust agreements and all similar arrangements).




“Make-Whole Amount” is defined in Section 8.7.



“Material” means material in relation to the business, operations, affairs, financial
condition, assets, properties, or prospects of the Company and its Subsidiaries taken as a whole.



“Material Adverse Effect” means a material adverse effect on (a) the business, operations,
affairs, financial condition, assets or properties of the Company and its Subsidiaries taken as a
whole, or (b) the ability of the Company to perform its obligations under the Financing Documents,
or (c) the validity or enforceability of any of the Financing Documents.




“Memorandum” is defined in Section 5.3.



“Multiemployer Plan” means any Plan that is a “multiemployer plan” (as such term is defined in
section 4001(a)(3) of ERISA).




“NAIC Annual Statement” is defined in Section 6.2(a).




“NCRA” means National Cooperative Refinery Association, a Kansas cooperative association.




“Net Proceeds Amount” is defined in Section 10.7(c).




“Notes” is defined in Section 1.



“Officer’s Certificate” means a certificate of a Senior Financial Officer or of any other
officer of the Company whose responsibilities extend to the subject matter of such certificate.




“Ordinary Course Transfer” is defined in Section 10.7(a).




“Other Agreements” is defined in Section 2.




“Other Purchasers” is defined in Section 2.



“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA or any
successor thereto.



“Person” means an individual, partnership, corporation, limited liability company,
association, trust, unincorporated organization, or a government or agency or political subdivision
thereof.



“Plan” means an “employee benefit plan” (as defined in section 3(3) of ERISA) that is or,
within the preceding five years, has been established or maintained, or to which contributions are
or, within the preceding five years, have been made or required to be made, by the Company or any
ERISA Affiliate or with respect to which the Company or any ERISA Affiliate may have any liability.



“Primary Bank Facility” means an agreement, guaranty or other instrument (or agreements,
guaranties or other instruments to the extent such agreements, guaranties or other instruments were
entered into in concert in one or a series of transactions): (i) entered into by the Company in
connection with the provision of recourse credit in the form of revolving loans, term loans,
letters of credit or other extensions of credit commonly provided under syndicated bank credit
agreements to the Company or any of its Subsidiaries and (ii) under which the aggregate amount of
credit extended (whether in the form of loans or commitments) to the Company or for which the
Company is obligated as a guarantor or otherwise is $150,000,000 or more.




“Priority Debt” means, at any time, without duplication, the sum of




(a) all then outstanding Debt of the Company or any Subsidiary secured by any Lien on
any property of the Company or any Subsidiary (other than Debt secured only by Liens
permitted under paragraphs (a) through (h) of Section 10.6), plus




(b) all Funded Debt of Subsidiaries of the Company.



“property” or “properties” means, unless otherwise specifically limited, real or personal
property of any kind, tangible or intangible, choate or inchoate.




“Proposed Prepayment Date” is defined in Section 8.2(b)(i).




“PTE” is defined in Section 6.2(a).



“QPAM Exemption” means Prohibited Transaction Class Exemption 84-14 issued by the United
States Department of Labor.



“Qualified Institutional Buyer” means any Person who is a “qualified institutional buyer”
within the meaning of such term as set forth in Rule 144A(a)(1) under the Securities Act.




“Ratable Portion” is defined in Section 10.7(c).




“Reinvested Transfer” is defined in Section 10.7(b).



“Required Holders” means, at any time, the holders of a majority in aggregate principal amount
of the Notes at the time outstanding (exclusive of Notes then owned by the Company or any of its
Affiliates).




“Required Principal Payment” is defined in Section 8.2(a).



“Responsible Officer” means any Senior Financial Officer and any other officer of the Company
with responsibility for the administration of the relevant portion of this Agreement.




“Securities Act” means the Securities Act of 1933, as amended from time to time.



“Senior Debt” means the Notes and any Debt of the Company or its Subsidiaries that by its
terms is not in any manner subordinated in right of payment to any other unsecured Debt of the
Company or any Subsidiary.



“Senior Financial Officer” means the chief financial officer, principal accounting officer,
treasurer or comptroller of the Company.




“Source” is defined in Section 6.2.



“Subsidiary” shall mean, with respect to any Person, any other Person greater than 50% of the
total combined voting power of all classes of Voting Interests of which shall, at the time as of
which any determination is being made, be owned by such first Person either directly or through
other Subsidiaries of such first Person.




“Substantial Portion” is defined in Section 10.7(c).




“Surviving Corporation” is defined in Section 10.2(b)(i).




“Transfer” is defined in Section 10.7(c)(v).



“USA Patriot Act” means United States Public Law 107-56, United and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT Act) Act of
2001.



“Voting Interests” shall mean (a) with respect to any stock corporation, any shares of stock
of such corporation whose holders are entitled under ordinary circumstances to vote for the
election of directors of such corporation or persons performing similar functions (irrespective of
whether at the time stock of any other class or classes shall have or might have voting power by
reason of the happening of any contingency), and (b) with respect to the Company or any other
entity, membership or other ownership interests in the Company or such other entity whose holders
are entitled under ordinary circumstances to vote for the election of the directors of the Company
or such other entity or persons performing similar functions (irrespective of whether at the time
membership or other ownership interests of any other class or classes shall have or might have
voting power by reasoning of the happening of any contingency).



“Wholly-Owned Subsidiary” means, at any time, any Subsidiary one hundred percent (100%) of all
of the equity interests (except directors’ qualifying shares) and voting interests of which are
owned by any one or more of the Company and the Company’s other Wholly-Owned Subsidiaries at such
time.



29



SCHEDULE 4.9




CHANGES IN CORPORATE STRUCTURE




None.





30






SCHEDULE 5.3




DISCLOSURE MATERIALS




None.





31






SCHEDULE 5.4




SUBSIDIARIES OF THE COMPANY AND OWNERSHIP OF SUBSIDIARY STOCK




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Active/

Inactive

	 	Corporation
	 	Address
	 	Type
	 	Business
	 	Ownership By
	 	Fiscal Year End
	 	Jurisdiction of

Incorporation
	 	Date of

Incorporation
	 	

Federal ID
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A

	 	Ag States Agency of

Montana, Inc.
	 	5500 Cenex Drive

PO Box 64089

St. Paul, MN 55164
	 	



SUB
	 	



Insurance Agency
	 	



100% CHS
	 	



31-Dec
	 	



Montana
	 	



10/11/1977
	 	



81-0372838
	 

	 	 
	 	 	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A

	 	Ag States Agency, LLC
	 	5500 Cenex Drive

PO Box 64089

St. Paul, MN 55164
	 	JV
	 	Independent Insurance Agency
	 	80% by CHS; 20% by

Cooperative Service

Agency
	 	



31-May
	 	



Minnesota
	 	



12/27/1994
	 	



41-1795536
	 

	 	 
	 	 	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A

	 	AgXML, LLC
	 	Suite 2000

666

Grand Avenue

Des Moines, IA

50309-2510
	 	LLC
	 	Organized for the purpose of

achieving efficiencies by

establishing standards for

grain & oilseed industries in

electronic commerce
	 	





CHS — 1,200

Membership Units
	 	







	 	







Iowa
	 	







4/9/2001
	 	







42-6619123
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A

	 	CENEX AG, Inc.

(formerly FUCEI-E,

Inc.)
	 	5500 Cenex Drive

PO Box 64089

St. Paul, MN 55164
	 	



Sub
	 	



Sale of feed and seed products.
	 	



100% CHS
	 	



31-Aug
	 	



Delaware
	 	



10/23/1974
	 	



41-1248837
	 

	 	 
	 	 	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A

	 	Cenex Petroleum, Inc.
	 	5500 Cenex Drive

PO Box 64089

St. Paul, MN 55164
	 	Sub
	 	Retail sales and distribution

of petroleum and other related

products.
	 	



100% CHS
	 	



	 	



Minnesota
	 	



7/11/1996
	 	



41-1847046
	 

	 	 
	 	 	 	 
	 	 
	 	 
	 	 	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A

	 	CENEX Pipeline LLC
	 	5500 Cenex Drive

PO Box 64089

St. Paul, MN 55164
	 	

LLC
	 	

Operating Subsidiary for

pipeline operations
	 	



100% CHS
	 	



	 	



Minnesota
	 	



5/4/1998
	 	





	 

	 	 
	 	 	 	 
	 	 
	 	 
	 	 	 	 
	 	 
	 	

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







32




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Active/

Inactive

	 	Corporation
	 	Address
	 	Type
	 	Business
	 	Ownership By
	 	Fiscal Year End
	 	Jurisdiction of

Incorporation
	 	Date of

Incorporation
	 	

Federal ID
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A

	 	Central Montana

Propane, LLC
	 	Highway 191 North

Box 22 Lewistown,

Montana59457
	 	SUB
	 	Owning and operating a

propane wholesale and

resale operatintion
	 	CHS 53.38% and

Moore Farmers Oil

Company 46.62%
	 	



31-Aug
	 	



Montana
	 	



9/16/1997
	 	



81-0513866
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A

	 	CHS Aggressive

Growth Fund, Inc.
	 	11 East Chase

Street Baltimore,

MD 21202
	 	



Corp
	 	



Investment Company
	 	



100% CHS
	 	



31-Aug
	 	



Maryland
	 	



5/1/2001
	 	



52-2316147
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A

	 	CHS Conservative

Growth Fund, Inc.
	 	11 East Chase

Street Baltimore,

MD 21202
	 	



Corp
	 	



Investment Company
	 	



100% CHS
	 	



31-Aug
	 	



Maryland
	 	



5/1/2001
	 	



52-2316152
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A

	 	CHS do Brasil Ltda.
	 	Sao Paulo, Brazil
	 	 	 	Origination and marketing

of soybeans for export to

Pacific Rim and European

buyers
	 	





100% CHS
	 	





	 	





	 	





Feb-03
	 	







	 

	 	 
	 	 
	 	 	 	 
	 	 
	 	 	 	 	 	 
	 	

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A

	 	CHS Energy Canada,

Inc.
	 	5500 Cenex DrivePO

Box 64089St. Paul,

MN 55164
	 	



Sub
	 	



Petroleum; does no business
	 	



100% CHS
	 	



	 	



Alberta, Canada
	 	



6/12/1987
	 	



Canadian 8874 8884
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A

	 	CHS Fixed Income

Fund, Inc.
	 	11 East Chase

Street Baltimore,

MD 21202
	 	



Corp
	 	



Investment Company
	 	



100% CHS
	 	



31-Aug
	 	



Maryland
	 	



6/13/2001
	 	



41-2008912
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
 
	 	 	 	5500 Cenex Drive

PO Box 64089
	 	 	 	Holding Company for

membership interests in

the new LLC formed re:
	 	





	 	





	 	





	 	





	 	





	A

	 	CHS Holdings, Inc.
	 	St. Paul, MN 55164
	 	SUB
	 	Terra
	 	100% CHS
	 	31-Aug
	 	Minnesota
	 	4/20/1999
	 	41-1947300
	 

	 	 
	 	 	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A

	 	CHS Inc.
	 	5500 Cenex Drive

PO Box 64089

St. Paul, MN 55164
	 	

Self
	 	

Combined Corporation

(Cenex and HSC)
	 	



100% CHS
	 	



	 	



Minnesota
	 	



7/15/1936
	 	



41-0251095
	 

	 	 
	 	 	 	 
	 	 
	 	 
	 	 	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A

	 	CHS Moderate Growth

Fund, Inc.
	 	11 East Chase

Street Baltimore,

MD 21202
	 	



Corp
	 	



Investment Company
	 	



100% CHS
	 	



31-Aug
	 	



Maryland
	 	



5/1/2001
	 	



52-2316156
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







33




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Active/

Inactive

	 	Corporation
	 	Address
	 	Type
	 	Business
	 	Ownership By
	 	Fiscal Year End
	 	Jurisdiction of

Incorporation
	 	Date of

Incorporation
	 	

Federal ID
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A

	 	CHS-Browns Valley
	 	5500 Cenex Drive

PO Box 64089

St.

Paul, MN 55164
	 	SUB
	 	Carrying on a

supply business, as

a cooperative,

engaging in any

activity or service

in connection with

the sale of crop

inputs, energy

products and

agricultural supply

products
	 	



















100% CHS
	 	



















31-Aug
	 	



















Minnesota
	 	



















8/21/2003
	 	



















75-3133234
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A

	 	CHS-Chinook
	 	135 First Street,

Chinook, MT

59523-0339
	 	SUB
	 	Carrying on a farm

supply business

engaging in the

purchase, sale and

handling of

agricultural

products and

agricultural

supplies, energy

products and

machinery.
	 	



















100% CHS
	 	



















31-Aug
	 	



















Montana
	 	



















2/11/2002
	 	



















73-1630482
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A

	 	CHS-Clinton/Wilmot
	 	5500 Cenex Drive

Inver Grove

Heights, MN

55077-2112
	 	



Corp
	 	



Grain Handling and

Marketing of Grain
	 	





100% CHS
	 	





31-Aug
	 	





Minnesota
	 	





5/21/2003
	 	





87-0711575
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A

	 	CHS-Connell, Inc.
	 	433 North Columbia

Avenue

Connell, WA 99326
	 	SUB
	 	Transaction of any

and all lawful

business for which

associations may be

incorporated.
	 	







100% CHS
	 	







31-Aug
	 	







Washington
	 	







5/21/2001
	 	







36-4454350
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A

	 	CHS-Dickinson
	 	3645 98th R Avenue

SW, Taylor, ND

58656
	 	SUB
	 	organized for the

purpose of carrying

on a grain elevator

and warehouse

business
	 	







100% CHS
	 	







31-Aug
	 	







North Dakota
	 	







10/9/2003
	 	







75-3133243
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







34




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Active/

Inactive

	 	Corporation
	 	Address
	 	Type
	 	Business
	 	Ownership By
	 	Fiscal Year End
	 	Jurisdiction of

Incorporation
	 	Date of

Incorporation
	 	

Federal ID
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A

	 	CHS-Drayton
	 	2002 North

Washington Street

Grand Forks, ND

58203
	 	SUB
	 	Engage in any

activity within the

purposes for which

a cooperative may

be organized under

North Dakota

Statute 10-15
	 	











100% CHS
	 	











31-Aug
	 	











North Dakota
	 	











1/27/2003
	 	











82-0585676
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A

	 	CHS-Edgeley
	 	602 — 2nd Street,

Edgeley, ND 58433
	 	SUB
	 	organized for the

purpose of carrying

on a grain elevator

and warehouse

business
	 	







100% CHS
	 	







31-Aug
	 	







North Dakota
	 	







5/26/2000
	 	







45-0457956
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A

	 	CHS-Garrison
	 	2100 Railroad

Street Garrison, ND

58540
	 	SUB
	 	organized for the

purpose of carrying

on a grain elevator

and warehouse

business
	 	







100% CHS
	 	







31-Aug
	 	







North Dakota
	 	







5/9/2001
	 	







41-2011668
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A

	 	CHS-Glasgow
	 	225 Railroad Alley

Glasgow, MT 59230
	 	SUB
	 	organized for the

purpose of carrying

on a grain elevator

and warehouse

business
	 	







100% CHS
	 	







31-Aug
	 	







Montana
	 	







6/12/2000
	 	







81-0535014
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A

	 	CHS-Grangeville, Inc.
	 	1001 North A

P.O. Box 70

Grangeville, ID

83530-0070
	 	SUB
	 	The transaction of

any and all lawful

business of which

corporations may be

incorporated under

the Idaho Business

Corporations Act
	 	











100% CHS
	 	











31-Aug
	 	











Idaho
	 	











2/23/2001
	 	











36-4456100
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







35




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Active/

Inactive

	 	Corporation
	 	Address
	 	Type
	 	Business
	 	Ownership By
	 	Fiscal Year End
	 	Jurisdiction of

Incorporation
	 	Date of

Incorporation
	 	

Federal ID
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A

	 	CHS-Highmore
	 	123 First Street

Highmore, SD 57345
	 	SUB
	 	organized for the

purpose of carrying

on a grain elevator

and warehouse

business
	 	







100% CHS
	 	







31-Aug
	 	







South Dakota
	 	







6/20/2000
	 	







46-0457674
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A

	 	CHS-Hoffman
	 	5500 Cenex Drive,

Inver Grove

Heights, MN 55077
	 	SUB
	 	Carrying on a

supply business, as

a cooperative,

engaging in any

activity or service

in connection with

the sale of crop

inputs, energy

products and

agricultural supply

products
	 	



















100% CHS
	 	



















31-Aug
	 	



















Minnesota
	 	



















12/23/2003
	 	



















43-2042326
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A

	 	CHS-Jasper
	 	401 South Railroad

Avenue, Jasper, MN

56144.
	 	SUB
	 	carrying on a grain

elevator and

warehouse business
	 	



100% CHS
	 	



31-Aug
	 	



South Dakota
	 	



3/8/2000
	 	



91-2064383
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A

	 	CHS-Kindred
	 	41 Fifth Avenue

South Kindred, ND

58051
	 	SUB
	 	Owns and leased to

CHSC grain elevator

and warehouse

businesses
	 	





100% CHS
	 	





31-Aug
	 	





North Dakota
	 	





11/20/2001
	 	





41-2023309
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A

	 	CHS-Lewistown
	 	190 HC 191 North,

Lewistown, MT 59457
	 	SUB
	 	Owns and leases to

CHSC grain elevator

and warehouse

businesses
	 	





100% CHS
	 	





31-Aug
	 	





Montana
	 	





2/8/2001
	 	





36-4430427
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A

	 	CHS-Philip
	 	300 East Cherry

Street Philip, SD

57567-0400
	 	SUB
	 	Owns and leases to

CHSC grain elevator

and agricultural

and agronomy

businesses
	 	







100% CHS
	 	







31-Aug
	 	







South Dakota
	 	







9/11/2000
	 	







41-1985526
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







36




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Active/

Inactive

	 	Corporation
	 	Address
	 	Type
	 	Business
	 	Ownership By
	 	Fiscal Year End
	 	Jurisdiction of

Incorporation
	 	Date of

Incorporation
	 	

Federal ID
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A

	 	CHS-Sioux Falls
	 	3900 North Cliff

Ave. Sioux Falls,

SD 57118
	 	SUB
	 	Farm Supply

business, as a

cooperative,

engaging in any

activity or service

in connection with

the purchase, sale

and handling of

energy products.
	 	















100% CHS
	 	















31-Aug
	 	















South Dakota
	 	















11/29/2000
	 	















41-1991671
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A

	 	CHS-Starbuck
	 	5500 Cenex Drive

Inver Grove

Heights, MN

55077-2112
	 	

SUB
	 	

Grain and supply

business as a

cooperative
	 	





100% CHS
	 	





31-Aug
	 	





Minnesota
	 	





5/28/2003
	 	





87-0711576
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A

	 	Circle Land

Management, Inc.
	 	 	 	 	 	Land Mgt. for

property around

Laurel MT refinery
	 	



100% CHS
	 	



	 	



Minnesota
	 	



5/5/1993
	 	



41-1750051
	 

	 	 
	 	 	 	 	 	 
	 	 
	 	 	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A

	 	CoGrain
	 	560 W. Grain

Terminal Rd.,

Pasco, WA 99301
	 	 	 	 	 	Ritzville Warehouse

Company 7.273%; CHS

54.5%; Pendleton

Grain Growers

1.818%; Odessa

Union Warehouse

Co-op 36.364%
	 	











	 	











Washington
	 	











9/21/1990
	 	













	 

	 	 
	 	 
	 	 	 	 	 	 
	 	 	 	 
	 	 
	 	

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A

	 	Country Energy, LLC
	 	5500 Cenex Drive

PO Box 64089

St. Paul, MN 55164
	 	JV
	 	Alliance between

CHS and Farmland
	 	100% CHS — (CHS

acquired Farmland’s

50% 12/1/01)
	 	



31-Aug
	 	



Delaware
	 	



4/9/1998
	 	



43-1813211
	 

	 	 
	 	 	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A

	 	Country Hedging, Inc.
	 	5500 Cenex Drive

PO Box 64089

St. Paul, MN 55164
	 	SUB
	 	Full service

commodity futures

and option

brokerage
	 	





100% CHS
	 	





31-Aug
	 	





Delaware
	 	





8/20/1986
	 	





41-1556399
	 

	 	 
	 	 	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







37




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Active/
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Jurisdiction of	 	Date of	 	 	 	 
	Inactive
	 	Corporation	 	Address	 	Type	 	Business	 	Ownership By	 	Fiscal Year End	 	Incorporation	 	Incorporation	 	Federal ID
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Provides cattle feeding and	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	4001 South Westport	 	 	 	 	 	swine financing loans;	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	AvenueP.O. Box	 	 	 	 	 	facility financing loans; crop	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	88808Sioux Falls,	 	 	 	 	 	production loans, and	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A
	 	Fin-Ag, Inc.	 	SD  57105	 	SUB	 	consulting services	 	100% CHS	 	31-Aug	 	South Dakota	 	 	12/17/1987	 	 	 	46-0398764	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	5500 Cenex Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Front Range Pipeline	 	PO Box 64089	 	 	 	 	 	To own and operate the Front	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A
	 	LLC	 	St. Paul, MN  55164	 	LLC	 	Range Pipeline	 	100% CHS	 	 	 	 	 	Minnesota	 	 	3/23/1999	 	 	 	41-1935715	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	5500 Cenex Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	PO Box 64089	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A
	 	Grain Suppliers	 	St.	 	 	 	 	 	 	 	 	 	100% CHS (effective	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Diss. Pending
	 	Company, LLC	 	Paul, MN 55164	 	LLC	 	Sale of feed grains to feedlots	 	 	6/30/03	)	 	31-Aug	 	Delaware	 	 	4/20/2001	 	 	 	41-2003239	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	Dienstenstraat 15	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Harvest States	 	NL 3161 GN	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Cooperatives Europe	 	Rhoon         The	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A
	 	 	B.V.	 	 	Netherlands	 	LLC	 	Grain Marketing	 	100% CHS	 	31-Aug	 	Netherland	 	 	5/9/2001	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Acquired with	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Sparta Foods,	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	5500 Cenex Drive,	 	 	 	 	 	 	 	 	 	wholly owned	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	La Canasta of	 	Inver Grove	 	 	 	 	 	 	 	 	 	subsidiary of	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A
	 	Minnesota, Inc.	 	Heights, MN 55077	 	SUB	 	 	 	 	 	Sparta Foods	 	 	 	 	 	 	 	 	 	 	11/18/1980	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	5500 Cenex Drive	 	 	 	 	 	 	 	 	 	Financial:  33%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	PO Box 64089	 	 	 	 	 	 	 	 	 	FUOC; 67% CHS;	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	St.	 	 	 	 	 	Acquiring, owning, operating	 	Governance 50%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A
	 	Montevideo Grain, LLC	 	Paul, MN 55164	 	LLC	 	and managing grain assets	 	FUOC, 50% CHS	 	31-Aug	 	Delaware	 	 	8/9/2001	 	 	 	41-2015718	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	National Cooperative	 	 	 	 	 	 	 	 	 	Manufacturer, marketing, and	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Refinery Association	 	534 S. Kansas Ave.	 	 	 	 	 	wholesale distribution of	 	CHS - 74.2%, 25.5	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A
	 	(NCRA)	 	Topeka, KS 66603	 	Corp.	 	petroleum products.	 	Growmark and MFA	 	30-Sep	 	Kansas	 	 	7/7/1943	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	300 West Feedville	 	 	 	 	 	 	 	 	 	80% - CHS and 20%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	PGG/HSC Feed	 	Road	 	 	 	 	 	 	 	 	 	Pendleton Grain	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A
	 	Company, LLC.	 	Hermiston, OR  97838	 	JV	 	Feed Manufacturer	 	Growers	 	31-May	 	Oregon	 	 	10/26/1994	 	 	 	93-1156470	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







38




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Active/

Inactive

	 	Corporation
	 	Address
	 	Type
	 	Business
	 	Ownership By
	 	Fiscal Year End
	 	Jurisdiction of

Incorporation
	 	Date of

Incorporation
	 	

Federal ID
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A

	 	Sparta Foods, Inc.
	 	920 Second Avenue

South, Suite 1100,

Minneapolis, MN

55402
	 	SUB
	 	Production and

distribution of

tortilla and

value-added

tortilla products
	 	





100% CHSC (Acquired

Stock 6/1/00)
	 	







	 	







Minnesota
	 	







7/7/1988
	 	







41-1618240
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A

	 	St. Paul Maritime

Corporation
	 	 	 	SUB
	 	Company employing

stevedores at

Myrtle Grove

Terminal
	 	





100% CHSC
	 	





31-Aug
	 	





Minnesota
	 	





8/18/1995
	 	







	 

	 	 
	 	 	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A

	 	United Country

Brands LLC
	 	5500 Cenex Drive

PO Box 64089

St. Paul, MN 55164

and 3315 North Oak

Trafficway Kansas

City, MO 64116
	 	



LLC
	 	



Holding Company for

membership

interests in

Agriliance LLC
	 	









100% CHS
	 	









31-Aug
	 	









Delaware
	 	









01/05/00
	 	









41-1961040
	 

	 	 
	 	 	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 









39





SCHEDULE 5.5




FINANCIAL STATEMENTS





	 	1.	 	Consolidated Balance Sheets for fiscal years 2000 through 2003 and third quarter ended
May 31, 2004.






	 	2.	 	Consolidated Income Statements for fiscal years 2000 through 2003 and third quarter
ended May 31, 2004.






3. Consolidated Cash Flow Statements for fiscal years 2000 through 2003.





40






SCHEDULE 5.6




RESTRICTIONS ON DEBT





	 	1.	 	$225,000,000 6.81% Series A Notes due June 19, 2013 issued pursuant to Note Agreement
dated as of June 19, 1998 among the Company and each of the investors listed on the
Purchase Schedule attached thereto.






	 	2.	 	$25,000,000 7.90% Series B Notes due January 10, 2011 issued pursuant to Note Purchase
and Private Shelf Agreement dated as of January 10, 2001 among the Company and The
Prudential Insurance Company and certain of affiliates thereof (the “Shelf Agreement”) and
$55,000,000 Private Shelf Facility established thereunder.






	 	3.	 	$55,000,000 7.43% Series C Notes dated March 2, 2001 due March 2, 2011 issued pursuant
to the Shelf Agreement.






	 	4.	 	$115,000,000 4.96% Series D Senior Notes due October 18, 2012 and $60,000,000 5.60%
Series E Senior Notes due October 18, 2017, issued pursuant to Note Purchase Agreement
dated as of October 18, 2002 among the Company and each of the investors listed on the
Purchase Schedule attached thereto.






	 	5.	 	$15,000,000 4.08% Series F Senior Notes due April 13, 2010 and $15,000,000 4.39% Series
G Senior Notes due April 13, 2011 issued pursuant to Note Purchase and Private Shelf
Agreement dated as of April 13, 2004 among the Company and The Prudential Insurance Company
and certain of affiliates thereof and $70,000,000 Private Shelf Facility established
thereunder.







41






SCHEDULE 5.12




INTELLECTUAL PROPERTY




None.





42






SCHEDULE 5.15




USE OF PROCEEDS




The proceeds from the Notes may be used for general corporate purposes, including the repayment of
other long-term debt, and for budgeted capital expenditures.





43






SCHEDULE 5.16




EXISTING DEBT




CHS Inc. & Subsidiaries


Outstanding Debt & Committed Lines of Credit as of August 31, 2004.



See attached spreadsheet.



44



	 	 	 	 	 	 	 	 	 
	CHS Inc. & Subsidiaries

	Outstanding Debt & Committed Lines of Credit

	August 31, 2004

	Short-Term Notes


	 	 	 	 	 	 	 	 
	 
	 	$			 	(represents commitment - actual drawn was
	CHS 364 Seasonal Line
	 		750,000,000.00		 	$	115,000,000	)
	 
	 	$			 	 	 	 
	3yr Revolver
	 		150,000,000.00		 	(represents commitment - actual drawn was -0- )
	NCRA’s 2yr Revolver
	 		15,000,000.00		 	(represents commitment - actual drawn was -0- )
	Misc Notes
	 		1,113,934.00		 	 	 	 
	 
	 		916,113,934.00		 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Indust Rev Bonds


	 	 	 	 	 	 	 	 
	Montana Econ
	 		3,925,000.00		 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Private Placement


	 	 	 	 	 	 	 	 
	Private Placement
	 		225,000,000.00		 	 	 	 
	Private Placement
	 		175,000,000.00		 	 	 	 
	Prudential Shelf Note
	 		55,000,000.00		 	 	 	 
	Prudential Shelf Note
	 		25,000,000.00		 	 	 	 
	Prudential Shelf Note
	 		15,000,000.00		 	 	 	 
	Prudential Shelf Note
	 		15,000,000.00		 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 		510,000,000.00		 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Cobank


	 	 	 	 	 	 	 	 
	Building Loan
	 		12,583,969.00		 	 	 	 
	Term Debt
	 		131,200,000.00		 	 	 	 
	NCRA’s Term Debt
	 		12,000,000.00		 	 	 	 
	 
	 		155,783,969.00		 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Other Notes Payable


	 	 	 	 	 	 	 	 
	Corp Books


	 	 	 	 	 	 	 	 
	Robert L. Nygaard
	 		72,500.00		 	 	 	 
	Lemmon-Thunder Hawk

(DISC)
	 		447,101.00		 	 	 	 
	Mahnomen MN
	 		587,421.00		 	 	 	 
	Greenbush MN
	 		203,696.00		 	 	 	 
	Country Operations


	 	 	 	 	 	 	 	 
	Ag Svc Center-Elrosa
	 		103,326.00		 	 	 	 
	Prairie Lakes — GMAC
	 		12,266.00		 	 	 	 
	Prairie Lakes — State

of MN
	 		143,914.00		 	 	 	 
	Milk River — Big Sandy
	 		192,850.00		 	 	 	 
	CHS-French-Fergus Falls
	 		77,242.00		 	 	 	 
	Oilseed


	 	 	 	 	 	 	 	 
	Rural Electric
	 		289,709.00		 	 	 	 
	MN Rail
	 		131,777.00		 	 	 	 
	Grain Marketing


	 	 	 	 	 	 	 	 
	Met Life
	 		9,980,212.00		 	 	 	 
	Hall Prommisory Note
	 		121,134.00		 	 	 	 
	Milling


	 	 	 	 	 	 	 	 
	MDT Rail Rehabilitation
	 		74,886.00		 	 	 	 
	Rural Econ Development

Loan
	 		210,951.00		 	 	 	 
	Foods


	 	 	 	 	 	 	 	 
	Mn Ag & Econ Development
	 		854,686.00		 	 	 	 
	MN Loan-Coulson Svc Corp
	 		118,351.00		 	 	 	 
	Sellers Note-Rodriquez
	 		500,000.00		 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 		14,122,022.00		 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Consolidated Total
	 		1,599,944,925		 	 	 	 









45





	 	 	 	 	 	 	 	 	 
	CHS Inc.

	Financial Guarantees

	8/31/04

	 
	 	 Limit of	 		8/31/04	
	 
	 	Guarantee	 	Exposure
	 
	 	 	 	 	 	 	 	 
	Financial Services- CoBank Note Purchase Agrmt
	 	 	 	 	 	 	 	 
	10% of Loan Balance
	 		15,000,000		 		5,927,170	
	Temco Credit Facility
	 	 	 	 	 	 	 	 
	50% of Loan Balance
	 		15,000,000		 		—	
	FinAg Guarnatees
	 	 	 	 	 	 	 	 
	15% Seasonal & Term
	 		15,000,000		 		5,729,983	
	50% Seasonal & Term
	 		23,500,000		 		9,470,976	
	100% Seasonal & Term
	 		10,000,000		 		9,874,883	
	Horizon Milling performance guarantee
	 		5,000,000		 		—	
	Deferred Payment Contracts
	 	 	 	 	 	 	 	 
	Souris River Grain - 100%
	 		4,000,000		 		—	
	NFI - 20%
	 		1,000,000		 		1,000,000	
	Total Guarantees **
	 		88,500,000		 		32,003,012	
	 
	 	 	 	 	 	 	 	 
	** Bank Covenants allow up to $150 million
	 	 	 	 









46





EXHIBIT 1




[FORM OF NOTE]




CHS INC.




5.25% SERIES H SENIOR NOTE DUE SEPTEMBER 21, 2014




	 	 	 
	No. RH-[   ]

$[   ]

	 	[Date]

PPN: 12542R A# 7







FOR VALUE RECEIVED, the undersigned, CHS INC. (herein called the “Company”), a nonstock
agricultural cooperative corporation organized and existing under the laws of the State of
Minnesota, hereby promises to pay to [   ], or registered assigns, the principal
sum of [   ] DOLLARS ($[   ]) on September 21, 2014, with interest (computed on
the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate
of 5.25% per annum from the date hereof, payable semiannually on March 21 and September 21 in each
year, commencing on the March 21 or September 21 next succeeding the date hereof until the
principal hereof shall have become due and payable, and (b) to the extent permitted by law on any
overdue payment (including any overdue prepayment) of principal, any overdue payment of interest
and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreements
referred to below), payable semiannually as aforesaid (or, at the option of the registered holder
hereof, on demand), at a rate per annum from time to time equal to the greater of (i) 7.25% or (ii)
2% over the rate of interest publicly announced from time to time by The Bank of New York in New
York, New York (or its successor) as its “base” or “prime” rate.



Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are
to be made in lawful money of the United States of America at the address shown in the register
maintained by the Company for such purpose or at such other place as the Company shall have
designated by written notice to the holder of this Note as provided in the Note Purchase Agreements
referred to below.



This Note is one of the Series H Senior Notes (herein called the “Notes”) issued pursuant to
those certain separate Note Purchase Agreements, each dated as of September 21, 2004 (collectively,
as from time to time amended, the “Note Purchase Agreements”), between the Company and the
respective purchasers named therein and is entitled to the benefits thereof. Each holder of this
Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions
set forth in Section 20 of the Note Purchase Agreements and (ii) to have made the representation
set forth in Section 6.2 of the Note Purchase Agreements.



This Note is a registered Note and, as provided in the Note Purchase Agreements, upon
surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written
instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney
duly authorized in writing, a new Note for a like principal amount will be issued to, and
registered in the name of, the transferee. Prior to due presentment for registration of transfer,
the Company may treat the Person in whose name this Note is registered as the owner hereof for the
purpose of receiving payment and for all other purposes, and the Company will not be affected by
any notice to the contrary.



The Company will make required prepayments of principal on the dates and in the amounts
specified in the Note Purchase Agreements. This Note is also subject to optional prepayment, in
whole or from time to time in part, at the times and on the terms specified in the Note Purchase
Agreements, but not otherwise.



If an Event of Default, as defined in the Note Purchase Agreements, occurs and is continuing,
the principal of this Note may be declared or otherwise become due and payable in the manner, at
the price (including any applicable Make-Whole Amount) and with the effect provided in the Note
Purchase Agreements.



THIS NOTE AND THE NOTE PURCHASE AGREEMENTS ARE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAW OF THE STATE OF NEW YORK, EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT
WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.




CHS INC.




By:    


Name:


Title:



47



EXHIBIT 3




[FORM OF PAY PROCEEDS LETTER]




[Company Letterhead]




September [   ], 2004



To each of the purchasers listed on Annex 1 hereto:




Re: CHS Inc.




5.25% Series H Senior Notes due September 21, 2014



Ladies and Gentlemen:



Reference is made to those certain separate Note Purchase Agreements, each dated as of
September 21, 2004 (as amended or otherwise modified from time to time, the “Note Purchase
Agreement”), among CHS Inc. (the “Company”) and each of the purchasers set forth on Schedule A
attached thereto (the “Purchasers”). Capitalized terms used but not defined herein shall have the
same meanings as given to them in the Note Purchase Agreement.



Pursuant to Section 3 of the Note Purchase Agreement, the Company hereby requests that the
Purchasers transfer by federal funds wire transfer an aggregate of $125,000,000, as payment in full
for the purchase of the Notes to be purchased by the Purchasers (in the respective amounts as
provided on Schedule A to the Note Purchase Agreement), to the following account:



	 	 	 	 	 	 	 	 	 
	Wire to:
	 	CHS Inc.	 	 	 	 
	Bank Name:
	 	Wells Fargo Bank, N.A.	 	 	 	 
	 
	 	San Francisco, CA
	 	 	 	 
	Routing No.:
	 	 	121000248	 	 	 	 	 
	Account No.
	 	 	0000044070	 	 	 	 	 
	 
	 	 	 	 	 	Very truly yours,

	 
	 	 	 	 	 	CHS INC.
	 
	 	 	 	 	 	By:

	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	Name:

	 
	 	 	 	 	 	Title:








48




Annex 1




Purchasers




The Variable Annuity Life Insurance Company


c/o AIG Global Investment Group


2929 Allen Parkway, A36-04


Houston, TX 77019



First SunAmerica Life Insurance Company


c/o AIG Global Investment Group


2929 Allen Parkway, A36-04


Houston, TX 77019



The Prudential Insurance Company of America


c/o Prudential Capital Group


Two Prudential Plaza, Suite 5600


180 North Stetson Avenue


Chicago, IL 60601



Zurich American Insurance Company


c/o Prudential Private Placement Investors, L.P.


Four Gateway Center


100 Mulberry Street


Newark, NJ 07102-4069



Prudential Retirement Ceded Business Trust


c/o Prudential Capital Group


Two Prudential Plaza


180 North Stetson Avenue


Chicago, IL 60601



Connecticut General Life Insurance Company


c/o Prudential Private Placement Investors, L.P.


Four Gateway Center


100 Mulberry Street


Newark, NJ 07102



Security Benefit Life Insurance Company, Inc.


c/o Prudential Private Placement Investors, L.P.


Four Gateway Center


100 Mulberry Street


Newark, NJ 07102



First Colony Life Insurance Company


c/o Genworth Financial


601 Union Street, Suite 2200


Seattle, WA 98101



49



General Electric Capital Assurance Company


c/o Genworth Financial


601 Union Street, Suite 2200


Seattle, WA 98101



Federal Home Life Insurance Company


c/o Genworth Financial


601 Union Street, Suite 2200


Seattle, WA 98101



Hartford Life Insurance Company


c/o Hartford Investment Management Company


c/o Investment Department – Private Placements


P.O. Box 1744


Hartford, CT 06144-1744



Pacific Life Insurance Company


700 Newport Center Drive


Newport Beach, CA 92660-6397



Blue Cross and Blue Shield of Florida, Inc.


c/o Advantus Capital Management, Inc.


400 Robert Street North


St. Paul, MN 55101



Fort Dearborn Life Insurance Company


c/o Advantus Capital Management, Inc.


400 Robert Street North


St. Paul, MN 55101



United Insurance Company of America


c/o Advantus Capital Management, Inc.


400 Robert Street North


St. Paul, MN 55101



World Insurance Company


c/o Advantus Capital Management, Inc.


400 Robert Street North


St. Paul, MN 55101



MTL Insurance Company


c/o Advantus Capital Management, Inc.


400 Robert Street North


St. Paul, MN 55101



The Reliable Life Insurance Company


c/o Advantus Capital Management, Inc.


400 Robert Street North


St. Paul, MN 55101



50



Union National Life Insurance Company


c/o Advantus Capital Management, Inc.


400 Robert Street North


St. Paul, MN 55101



Reserve National Insurance Company


c/o Advantus Capital Management, Inc.


400 Robert Street North


St. Paul, MN 55101



St. Paul Fire and Marine Insurance Company


385 Washington Street


St. Paul, MN 55102



Modern Woodmen of America


1701 First Avenue


Rock Island, IL 61201



Assurity Life Insurance Company


1526 K Street


Lincoln, NE 68508



Acacia Life Insurance Company


c/o Ameritas Investment Advisors Inc.


390 North Cotner Boulevard


Lincoln, NE 68505



51



EXHIBIT 4.4(a)




[FORM OF OPINION OF GENERAL COUNSEL FOR THE COMPANY]




52



EXHIBIT 4.4(b)




[FORM OF OPINION OF SPECIAL COUNSEL FOR THE PURCHASERS]





53