Statused Revolving Credit Supplement , dated June 29, 2004



 Exhibit 10.42 
  
 Loan No. CF101S03A 
  
 STATUSED REVOLVING CREDIT SUPPLEMENT 
  
 THIS SUPPLEMENT to the Master Loan Agreement dated September 1, 1999, as amended (the “MLA”), is entered into as of June 29, 2004 between
CoBANK, ACB (“CoBank”) and FCSTONE TRADING, LLC, West Des Moines, Iowa, ( the “Company”). 
  
 SECTION 1. The Revolving Credit Facility. On the terms and conditions set forth in the MLA and this Supplement, CoBank agrees to make loans
to the Company during the period set forth below in an aggregate principal amount not to exceed, at any one time outstanding, the lesser of $7,500,000.00 (the “Commitment”) or the “Borrowing Base” (as calculated pursuant to the
Borrowing Base Report attached hereto as Exhibit A). Within the limits of the Commitment, but subject to such limitations on borrowings as determined by the Borrowing Base Report, the Company may borrow, repay and reborrow. 
  
 SECTION 2. Purpose. The purpose of the Commitment is:

  
 (A) To provide funding for the following commodities
risk management services that the Company provides to its members: (1) the payment of option premiums and margin calls on hedge and swap transaction entered into by the Company on behalf of members, subject to reimbursement by the members within
three business days. 
  
 (B) In case of a counterparty
default (such as, without limitation, a counterparty bankruptcy or payment default), to fund the purchase of counterparty bonds for which the Company has separately purchased credit swap derivatives in amounts that provide coverage of at least 1.43
times the counterparty exposure level. All counterparties must have a Standard & Poor’s bond rating of at least BBB. Providers of credit swaps must have a Standard & Poor’s rating of at least AA. The maximum exposure with any
single counterparty shall not exceed $5.0 million at any time. Any bond purchases funded by CoBank pursuant to this subsection shall be sold within three business days of purchase, with proceeds applied to CoBank’s loan. 
  
 (C) To provide interim funding to cover any insured losses (less any
deductible or co-pay) occurring as a result of a counterparty’s default on over-the-counter derivative contracts on physical commodities, from the date of default until the date of the loss, less any deductible or co-pay, that is covered by
insurance proceeds. Each request for a loan pursuant to this subsection shall be accompanied by copies of documentation provided to or requested by the Company’s insurance company in support of a claim under the insurance policy covering the
losses described in this subsection. No loan shall exceed the insured portion of a loss and no loan shall be made except upon proof, in a form acceptable to CoBank, that after making the loan the Company shall be in compliance with financial
covenants set forth in the MLA. 
  










 Statused Revolving Credit Supplement CF101S03 
  

 (D) To provide funding for working capital requirements in funding hedged fuel inventory and
accounts receivable under the Fuel Alliance Program (formerly the “GIII Shippers Alliance” program). 
  
 SECTION 3. Term. The term of the Commitment shall be from the date hereof up to and including June 30, 2005 or such later date as CoBank
may, in its sole discretion, authorize in writing. 
  
 SECTION
4. Interest. The Company agrees to pay interest on the unpaid balance of the loans in accordance with one or more of the following interest rate options, as selected by the Company. 
  
 (A) CoBank Base Rate. At a rate per annum equal at all times to
1/4 of 1% below the rate of interest established by CoBank from time to time as its CoBank Base Rate, which Rate is intended by CoBank to be a reference rate and not its lowest rate. The CoBank Base Rate will change on the date established by CoBank
as the effective date of any change therein and CoBank agrees to notify the Company of any such change. 
  
 (B) LIBOR. At a fixed rate per annum equal to “LIBOR” (as hereinafter defined) plus 1 1/2%. Under this option: (1) rates may be
fixed for “Interest Periods” (as hereinafter defined) as of 1, 2, 3, 6, 9 or 12 months, as selected by the Company; (2) amounts may be fixed in increments of $100,000.00 or multiples thereof; (3) the maximum number of fixes in place at any
one time shall be 5; and (4) rates may only be fixed on a “Banking Day” (as hereinafter defined) on 3 Banking Days’ prior written notice. For purposes hereof: (a) “LIBOR” shall be the rate (rounded upward to the nearest
sixteenth and adjusted for reserves required on “Eurocurrency Liabilities” (as hereinafter defined) for banks subject to “FRB Regulation D” (as herein defined) or required by any other federal law or regulation) quoted by the
British Bankers Association (the “BBA”) at 11:00 a.m. London time 2 Banking Days before the commencement of the Interest Period for the offering of U.S. dollar deposits in the London interbank market for the Interest Period designated by
the Company, as published by Bloomberg or another major information vendor listed on BBA’s official website; (b) “Banking Day” shall mean a day on which CoBank is open for business, dealings in U.S. dollar deposits are being carried
out in the London interbank market, and banks are open for business in New York City and London, England; (c) “Interest Period” shall mean a period commencing on the date this option is to take effect and ending on the numerically
corresponding day in the next calendar month or the month that is 2, 3, 6, 9 or 12 months thereafter, as the case may be; provided, however, that: (i) in the event such ending day is not a Banking Day, such period shall be extended to the next
Banking Day unless such next Banking Day falls in the next calendar month, in which case it shall end on the preceding Banking Day; and (ii) if there is no numerically corresponding day in the month, then such period shall end on the last Banking
Day in the relevant month; (d) “Eurocurrency Liabilities’ shall have meaning as set forth in “FRB Regulation D”; and (e) “FRB Regulation D” shall mean Regulation D as promulgated by the Board of Governors of the Federal
Reserve System, 12 CFR Part 204, as amended. 
  
 The Company shall
select the applicable rate option at the time it requests a loan hereunder and may, subject to the limitations set forth above, elect to convert balances bearing interest at the variable rate option to one of the fixed rate options. Upon the
expiration of any 

  

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 Statused Revolving Credit Supplement CF101S03 
  

 
fixed rate period, interest shall automatically accrue at the variable rate option unless the amount fixed is repaid or fixed for an additional period in
accordance with the terms hereof. Notwithstanding the foregoing, rates may not be fixed in such a manner as to cause the Company to have to break any fixed rate balance in order to pay any installment of principal. All elections provided for herein
shall be made electronically (if applicable), telephonically or in writing and must be received by CoBank not later than 12:00 Noon Company’s local time in order to be considered to have been received on that day; provided, however, that in the
case of LIBOR rate loans, all such elections must be confirmed in writing upon CoBank’s request. Interest shall be calculated on the actual number of days each loan is outstanding on the basis of a year consisting of 360 days and shall be
payable monthly in arrears by the 20th day of the following month or on such other day in such month as CoBank shall
require in a written notice to the Company; provided, however, in the event the Company elects to fix all or a portion of the indebtedness outstanding under the LIBOR interest rate option above, at CoBank’s option upon written notice to the
Company, interest shall be payable at the maturity of the Interest Period and if the LIBOR interest rate fix is for a period longer than 3 months, interest on that portion of the indebtedness outstanding shall be payable quarterly in arrears on each
three-month anniversary of the commencement date of such Interest Period, and at maturity. 
  
 SECTION 5. Commitment Fee. In consideration of the Commitment, the Company agrees to pay to CoBank a commitment fee on the average daily unused portion of the Commitment at the rate of 1/4 of 1% per
annum (calculated on a 360 day basis), payable quarterly in arrears by the 20th day following each quarter. Such fee
shall be payable for each quarter (or portion thereof) occurring during the original or any extended term of the Commitment. 
  
 SECTION 6. Promissory Note. The Company promises to repay the unpaid principal balance of the loans on the first CoBank business day
following the last day of the term of the Commitment. In addition to the above, the Company promises to pay interest on the unpaid principal balance of the loans at the times and in accordance with the provisions set forth in Section 4 hereof. This
note replaces and supercedes, but does not constitute payment of the indebtedness evidenced by, the promissory note set forth in the Supplement being amended and restated hereby. 
  
 SECTION 7. Borrowing Base Reports, Etc. The Company agrees to furnish a Borrowing Base Report to CoBank at
such times or intervals as CoBank may from time to time request. Until receipt of such a request, the Company agrees to furnish a Borrowing Base Report to CoBank within 30 days after each month end calculating the Borrowing Base as of the last day
of the month for which the Report is being furnished. However, if no balance is outstanding hereunder on the last day of such month, then no Report need be furnished. Regardless of the frequency of the reporting, if at any time the amount
outstanding under the Commitment exceeds the Borrowing Base, the Company shall immediately notify CoBank and repay so much of the loans as is necessary to reduce the amount outstanding under the Commitment to the limits of the Borrowing Base.

  
 SECTION 8. Additional Affirmative Covenants:
Post-Closing Account Control Agreement. In addition to the Affirmative Covenants set forth in the MLA, on or before September 30, 2004, the Company shall provide to CoBank a fully executed original of an 

  

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 Statused Revolving Credit Supplement CF101S03 
  

 
Account Control Agreement, in form and content acceptable to CoBank in it sole discretion, executed by the Company and each entity that maintain a margin
account of the Company. Such Account Control Agreement must be sufficient to perfect the first priority lien on and security interest in all margin accounts of the Company. 
  
 IN WITNESS WHEREOF, the parties have caused this Supplement to be executed by their duly authorized officers as of the date
shown above. 
  

									
	CoBANK, ACB	 	 	 	FCSTONE TRADING, LLC
					
	By:	 	 /s/ Janice P. Haines
	 	 	 	By:	 	 /s/ Todd Stiles

					
	 Title:
	 	 Assistant Corporate Secretary
	 	 	 	 Title:
	 	 Asst Treasurer


  
 7/15/04 
 /s/ DH 
  

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 SEASONAL BORROWING BASE REPORT 
  
 CoBANK, ACB 
  

					
	 NAME OF BORROWER:
 FCStone Trading
LLC
	 	 CITY, STATE:
 West Des Moines,
Iowa
	 	 FOR PERIOD ENDING (DATE):
  



  
 PART A - ELIGIBLE
INVENTORY 
  
 For purposes hereof, ELIGIBLE INVENTORY shall mean inventory
which: (a) is of a type shown below; (b) is owned by the borrower and not held by the borrower on consignment or on a similar basis; (c) is not subject to a lien except in favor of CoBank; and (d) is in a commercially marketable condition.

  

																
	 INVENTORY

	  	 	  	Gallons

	  	PRICE/
Gallon

	  	 VALUE AT
 MARKET

	  	ADVANCE
RATE

	 	 	MAXIMUM
ADVANCE
ALLOWABLE


	 GIII Gasoline
	  	G	  	 	  	 	  	 	 	  	80	%	 	$	                    
	 GIII #1
	  	#1	  	 	  	 	  	 	 	  	80	%	 	$	 
	 GIII #2
	  	#2	  	 	  	 	  	 	 	  	80	%	 	$	 
	 Tepco Gasoline
	  	G	  	 	  	 	  	 	 	  	80	%	 	$	 
	 Tepco #1
	  	#1	  	 	  	 	  	 	 	  	80	%	 	$	 
	 Tepco #2
	  	#2	  	 	  	 	  	 	 	  	80	%	 	$	 
	 Explorer
	  	#2	  	 	  	 	  	 	 	  	80	%	 	$	 
	 Total Inventory
	  	 	  	 	  	 	  	$	 	  	 	 	 	 	 
	 Hedge Accounts for Fuel Inventory
	  	 	  	 	  	 	  	 	 	  	80	%	 	$	 
	 Margin Deposits on Hedges at Counterparties
	  	 	  	 	  	 	  	 	 	  	80	%	 	$	 
	 	  	 	  	 	  	 	  	 	 	  	 	 	 	
	

	 Less: OTC Customer Margin Deposits
	  	 	  	 	  	 	  	 	 	  	100	%	 	$	 
	 TOTAL PART A:
	  	 	  	 	  	 	  	$	                    	  	 	 	 	$	 

  
 PART B - ELIGIBLE
RECEIVABLES 
  
 For purposes hereof, ELIGIBLE RECEIVABLES shall mean rights to
payment for goods sold and delivered or for services rendered which (a) are not subject to any dispute, set-off, or counterclaim; (b) are not owing by an account debtor that is subject to a bankruptcy, reorganization, receivership or like
proceeding; (c) are not subject to a lien in favor of any third party, other than liens authorized by CoBank in writing which are subordinate to CoBank’s lien; (d) are owed by a foreign account debtor unless it is covered by a letter of credit
issued by a bank acceptable to CoBank, (e) are less than 30 days past the date on which payment is due for 10-day term receivables, and that are less than 14 days past the date on which payment is due for 2-day term receivables; (f) do not exceed a
50% cross-age maximum and (g) are not owing by an account debtor that is owned or controlled by the borrower. 
  

										
	 AGING OF ELIGIBLE RECEIVABLES

	  	AMOUNT

	  	ADVANCE
RATE

	 	 	MAXIMUM
ADVANCE
ALLOWABLE


	 Total Accounts Receivables - Fuel Program
	  	 	 	  	85	%	 	$	                    
	 Less: Fuel Customer Deposits
	  	 	 	  	 	 	 	 	 
	 Less: Non-Trade Accounts Receivable
	  	$	                    	  	 	 	 	 	 
	 Less: Related Company Accounts Receivable
	  	$	 	  	 	 	 	 	 
	 Less: Receivables > 30 days from due date (10-day terms)
	  	$	 	  	 	 	 	 	 
	 Less: Receivables > 14 days from due date (2-day terms)
	  	$	 	  	 	 	 	 	 
	 Less: Cross-Age Accounts Receivable > 50%
	  	$	 	  	 	 	 	 	 
	 Less Foreign Receivables not supported by a letter of credit
	  	$	 	  	 	 	 	 	 
	 Less: Contra Accounts
	  	$	 	  	 	 	 	 	 
	 Subtotal                      Eligible
Trade Receivables
	  	 	 	  	 	 	 	 	 
	 Total Part B: Eligible Trade Receivables
	  	 	 	  	 	 	 	$	 
	
	PART C - BORROWING BASE CALCULATION
		
	 Subtotal (totals from Parts A and B)
	  
	 	$	                    
	 Plus: Counterparty Bonds supported by SWAP Derivatives of at least 1.43 times counterparty exposure
	  
	 	$	 
	 BORROWING BASE
	  	 	 	  	 	 	 	$	 
	 Less: Outstanding Balance of Supplements SO3A and T01 (as of End of Period), not to exceed $15,000,000
	  
	 	 	 
	 	  	 	 	  	 	 	 	
	

	 Excess or Deficit (as of End of Period)
	  
	 	$	 
	 	  	 	 	  	 	 	 	
	


  
 NOTE: IF DEFICIT
EXISTS, REMIT AMOUNT TO CoBANK, ACB 
  
 I HEREBY CERTIFY THAT THIS INFORMATION IS
CORRECT. 
  

					
	 AUTHORIZED SIGNATURE:
	 	 TITLE:
	 	 DATE: