Exhibit 10.3
 LOAN ORIGINATION AND PARTICIPATION AGREEMENT
 Agreement ProPartners Cofina CPL
 RECITALS:
 A.
    
    Cofina has organized an agricultural production and processing financing program to provide
financing to farmers and agricultural producers for agricultural production or processing (the
Program).
 B.
    
    The parties hereto wish to enter into a transaction whereby Cofina or CPL will originate,
except in the case of loans to Borrowers located in North Dakota when a Third Party Originator
will originate, and in both cases participate to ProPartners certain loans in accordance with
the Program based on the terms and conditions of the Farm Credit Act of 1971, as amended, the
regulations of the Farm Credit Administration, this Agreement, the Loan Underwriting Criteria
and the policies, requirements and procedures of ProPartners, all as amended from time to time
subject to the terms hereof and in the case of Cooperative/Commercial Loans, certain loans
outside of the Program in accordance with the terms and conditions of this Agreement and the
Loan Underwriting Criteria (each, a Loan and collectively, the Loans).
 C.
    
    The Loans will be made in the name of Cofina or CPL (except in the case of the North Dakota
Loans, which will be made in the name of a Third Party Originator) and ProPartners will
purchase up to a 100% participation interest in the Loans (or in the case of
Cooperative/Commercial Loans, in the portion thereof offered to ProPartners) as provided
herein.
 D.
    
    ProPartners, Cofina and CHS Inc. (CHS) are parties to an Amended and Restated Loan
Origination and Participation Agreement dated as of October 31, 2006, as amended by letter
agreements among the parties dated December 11, 2006 and December 12, 2007 (the CHS
Guaranty Agreement) whereby ProPartners purchased a participation interest in certain
loans and Cofina and CHS provided certain guarantees with respect to such loans (the
Existing Loans).
 E.
    
    The parties agree that all Existing Loans will, effective upon the execution of this
Agreement, become Participated Loans under this Agreement and will be placed into one of the
three purchase pools in accordance with the Loan Underwriting Criteria and Section 3.04 of
this Agreement and that the CHS Guaranty Agreement will be replaced in its entirety by this
Agreement.
 F.
    
    To induce ProPartners to purchase participation interests in the Loans, Cofina has agreed to
provide ProPartners with certain guarantees in accordance with the terms of this Agreement.




---



##### 



I. DEFINITIONS
  1.01
    
    Application Package has the meaning given in Section 2.01.
 1.02
    
    Borrower means collectively with respect to a Participated Loan, each and every
Person signing, making or co-making, endorsing, guaranteeing or acting as surety on such
Participated Loan (other than Cofina).
 1.03
    
    Commitment means with respect to a Borrower, the aggregate principal amount of any
funds Cofina or CPL, as applicable, is committed to advance to any Borrower under a
Participated Loan (without prejudice to normal conditions to any such advance), computed
without reduction for any advances theretofore made which are outstanding but which in fact
reduces the level of future borrowings thereunder. If there shall be more than one Borrower
with respect to a Participated Loan, for purposes hereof Cofina or CPL, as applicable, shall
be deemed to have made a Commitment to each such Borrower with respect to 100% of the
aggregate principal amount of any funds with respect to which such Commitment relates.
 1.04
    
    Cooperative/Commercial Loans means (i) Loans made to Borrowers who are cooperatives
and (ii) other commercial loans.
 1.05
    
    Default means with respect to any Participated Loan, any event or circumstances
which under its Loan Documents permits the indebtedness evidenced thereby to be accelerated,
collateral to be foreclosed upon or other remedies taken.
 1.06
    
    Defaulted Loan has the meaning given in Section 2.02.
 1.07
    
    Eligible Loans are Loans or Existing Loans that (i) meet the Loan Underwriting
Criteria, (ii) are for a principal amount that does not exceed $250,000 to a single Borrower
(Borrowers with common management and/or ownership will be considered a single Borrower for
the purposes of determining the aggregate total indebtedness to a Borrower) and (iii) are
classified as AA, A or B with no dealer recourse in accordance with the classification
standards set forth on Exhibit A.
 1.08
    
    Event of Default shall have the meaning given in Section 7.01 hereof.
 1.09
    
    Existing Loans has the meaning given in the Recitals to this Agreement.
 1.10
    
    50% Recourse Loans means, collectively, all of the Participated Loans that are
placed in the 50% Recourse Pool and are subject to Cofinas guarantee pursuant to Article V
hereof, subject to the limitations described in Section 5.01(b).
 2




---



##### 



1.11
    
    50% Recourse Pool has the meaning given in Section 3.04.
 1.12
    
    Full Recourse Loans mean, collectively, all of the Participated Loans that are
placed in the Full Recourse Pool and are subject to Cofinas guarantee pursuant to Article V
hereof.
 1.13
    
    Full Recourse Pool has the meaning given in Section 3.04.
 1.14
    
    GAAP means generally accepted accounting principles in the United States in effect
from time to time, consistently applied.
 1.15
    
    Loan has the meaning given in the Recitals to this Agreement and includes, without
limitation, Cooperative/Commercial Loans and North Dakota Loans.
 1.16
    
    Loan Approval shall have the meaning given in Section 2.01.
 1.17
    
    Loan Documents include, but are not limited to, a promissory note, all related loan
agreements, amendments to such promissory note or loan agreements, financing statements,
security agreements, mortgages, trust deeds, guaranties or other security documents which
evidence any Borrowers obligations to Cofina or CPL, as applicable, or in the case of North
Dakota Loans, to the Third Party Originator, in relation to a Participated Loan or Commitment
to such Borrower.
 1.18
    
    Loan Underwriting Criteria means the Underwriting Standards set forth on the
attached Exhibit B, as amended from time to time upon the mutual agreement of
ProPartners and Cofina.
 1.19
    
    Net Realizable Value means, with respect to any collateral securing a Participated
Loan, the fair market value of such collateral less, as applicable, any (i) prior liens, (ii)
reasonable foreclosure or liquidation expenses and (iii) distressed sale discounts.
 1.20
    
    North Dakota Loans means Loans made to Borrowers located in North Dakota, as
originated by a Third Party Originator.
 1.21
    
    Participants shall have the meaning given in Section 10.02.1.22
    
    Participated Loan(s) shall have the meaning given in Section 2.01.1.23
    
    Participation Interest shall have the meaning given in Section 2.01.
 1.24
    
    Payments shall mean, with respect to any Participated Loan, all funds received
under such Participated Loan, including, without limitation, principal and interest payments,
prepayments received from a Borrower or proceeds received from the disposition of collateral
securing such Participated Loan.
 1.25
    
    Person shall mean an individual, corporation, partnership, association, joint
venture, limited liability company, government (or any agency or political subdivision
thereof),
 3




---



##### 



unincorporated organization, trust or other entity, including, without limitation, an
employee pension, profit sharing or other benefit plan or trust.1.26
    
    Prior Approval Loans are Loans or Existing Loans that meet the Loan Underwriting
Criteria and either (i) are for a principal amount equal to or greater than $250,000 to a
single Borrower (Borrowers with common management and/or ownership will be considered a single
Borrower for the purposes of determining the aggregate total indebtedness to a Borrower) or
(ii) are classified as B with recourse, C or D in accordance with the classification
standards set forth on Exhibit A.1.27
    
    Program has the meaning given in the Recitals to this Agreement.1.28
    
    Repurchase Obligation shall have the meaning given in Section 3.08.1.29
    
    20% Recourse Loans means, collectively, all of the Participated Loans that are
placed in the 20% Recourse Pool and are subject to Cofinas guarantee pursuant to Article V
hereof, subject to the limitations described in Section 5.01(b).1.30
    
    20% Recourse Pool has the meaning given in Section 3.04.1.31
    
    Term has the meaning given in Section 11.01.1.32
    
    Third Party Originator means a financial institution or organization designated by
ProPartners that may originate Loans to Borrowers located in North Dakota on behalf of Cofina
or CPL, as applicable.1.33
    
    Total Capital means, at any date, the amount of Cofinas total capital as
determined in accordance with GAAP and including the carrying value of Cofinas equity
ownership in Cofina Funding, LLC.1.34
    
    Trademark means the Cofina Country Business Partners Program (whether or not
registered).
 1.35
    
    Underwriting Fee has the meaning given in Section 2.10.
 II. LOAN ADMINISTRATION
 2.01
    
    ProPartners shall supply Cofina with Loan application materials for use under the Program.
Cofina shall deliver all such loan application materials submitted by applicants to
ProPartners (the Application Package) for origination by ProPartners. Upon its
receipt of an Application Package, ProPartners will evaluate such Application Package in
accordance with the Loan Underwriting Criteria. ProPartners shall have the authority to
approve all Loans that constitute Eligible Loans, which if so approved by ProPartners, shall
be made under the terms designated by ProPartners in its approval of such Loan (Loan
Approval). Prior Approval Loans shall be reviewed and processed by ProPartners and
Cofina in accordance with the procedures set forth on Exhibit C. Upon Cofinas
written approval of a Prior Approval Loan, such Loan shall be made under the terms designated
in the applicable Loan Approval and accepted in writing by ProPartners
 4




---



##### 



(in order to insure such Prior Approval Loan meets the Loan Underwriting Criteria and has
been placed in the proper purchase pool). ProPartners shall purchase up to a 100%
participation interest from Cofina or CPL, as applicable (a Participation
Interest), as provided in Section 3.01, in each Eligible Loan and in each Prior
Approval Loan approved in writing by each of Cofina and ProPartners, or in the case of
Cooperative/Commercial Loans, such portion of such Cooperative/Commercial Loan offered to
ProPartners (each, a Participated Loan and collectively, the Participated
Loans). All Participation Interests purchased by ProPartners under the CHS Guaranty
Agreement shall, upon the execution of this Agreement, be deemed Participation Interests
under this Agreement and all Existing Loans shall, upon the execution of this Agreement, be
deemed Participated Loans under this Agreement. Except in the case of
Cooperative/Commercial Loans, the proceeds of all Participated Loans will be used to finance
the Borrowers agricultural production or processing activities in accordance with the terms
designated by ProPartners in the applicable Loan Approval.2.02
    
    Until such time that a Participated Loan has been subject to a Default for 30 consecutive
days (a Defaulted Loan), all Participated Loans shall be serviced in accordance with
the procedures set forth on Exhibit C. In the case of each Defaulted Loan that Cofina
is not obligated to repurchase pursuant to a Repurchase Obligation, ProPartners shall work
with Cofina to take such actions as they agree are appropriate with respect to such Defaulted
Loan, including acceleration of the indebtedness evidenced thereby, refusing to make
additional advances, foreclosing upon collateral, initiating litigation and agreeing to
settlements and taking all other remedial actions, and Cofina hereby agrees to pay to
ProPartners the costs of such specialized collection activities involving such Defaulted Loan
pursuant to a fee schedule provided by ProPartners to Cofina from time to time; provided,
however, that if ProPartners and Cofina do not agree on a plan of action with respect to a
Defaulted Loan, then ProPartners shall take such actions as it determines are appropriate.
 2.03
    
    The Loan Documents required by ProPartners with respect to the applicable Loan Approval for
each Participated Loan shall be prepared by ProPartners and delivered to the applicable
cooperative affiliate for execution by the Borrower. Each Loan shall be made in the name of
Cofina or CPL, as applicable, or in the case of North Dakota Loans, in the name of a Third
Party Originator. ProPartners shall maintain possession of all originals of the Loan
Documents and any related materials.
 2.04
    
    At ProPartners direction, Cofina shall use commercially reasonable efforts to cause Cofinas
cooperative affiliates to perform such tasks as are reasonably requested by ProPartners in
connection with its servicing of the Loans, including, but not limited to, periodically
visiting a Borrowers place of business to inspect the collateral and records.
 2.05
    
    ProPartners shall receive directly from the Borrower at an address and/or account designated
by ProPartners all Payments related to the Participated Loans. All Payments received by
Cofina or CPL from Borrowers in connection with the Participated Loans shall be held in trust
for ProPartners until paid over to ProPartners.
 5




---



##### 



2.06
    
    Cofina hereby grants to ProPartners a terminable, nonexclusive, nontransferable license to
use the Trademark in connection with its relationship to the Program, including its loan
servicing activities associated with the Participated Loans, e.g., servicing or collection
activities with regard to the Participated Loans, and in the event a Default exists under a
Participated Loan, taking such action as it determines appropriate by reason thereof, all in
accordance with the terms and provisions of this Agreement and consistent with Cofinas
standards, rules, and procedures communicated to ProPartners in writing from time to time.
ProPartners acknowledges and agrees that Cofina is the sole and exclusive owner of the
Trademark and will not do anything inconsistent with such ownership or directly or indirectly
challenge or impair the validity thereof. ProPartners shall only use the Trademark in
connection with the Program. ProPartners agrees that it will not attack the title of Cofina
to the Trademark, or the validity of any application for registration thereof, in any
jurisdiction. ProPartners may use the Trademark provided such use strictly abides by the
terms of this Agreement and is subject to the quality control of Cofina, and shall comply at
all times with the current standards of use provided to ProPartners by Cofina in writing. Any
violation of this Section 2.06 by ProPartners shall constitute an Event of Default under this
Agreement if ProPartners receives written notice of such violation and such violation is not
cured within 30 days of such written notice.
 2.07
    
    ProPartners shall perform and maintain all the accounting and reporting tasks associated with
the Borrowers and the Participated Loan activities noted within this Agreement. ProPartners
will maintain accounting information in accordance with GAAP and provide financial reports for
specified periods, both noted and agreed to under Exhibit D of this Agreement. In
addition, ProPartners shall maintain and monitor accounting systems and internal controls
sufficient to adequately provide accurate and timely information and safeguard the assets and
information related to the activities within this Agreement. As partial response to
ProPartners monitoring of their internal control system, ProPartners will provide to Cofina
any available SAS 70 Type II reports or other reports used to evaluate and test their internal
control systems contracted for by ProPartners or their assigned servicing agent(s).
ProPartners shall account for the Participated Loan pool placement and related accrual
interest, shall apply all funds received to the appropriate purchase pools and shall provide
notice to Cofina of all such actions in accordance with the terms of this Agreement. Cofina
shall have the right, at its own expense and upon prior written notice to ProPartners, to
audit ProPartners accounting and associated documents in connection with the Participated
Loans and may audit or review any associated services or activities performed by ProPartners,
provided that such audit is performed during reasonable business hours and in a manner that is
not significantly disruptive of ProPartners business.
 2.08
    
    Cofina, CPL and ProPartners agree that there shall be timely and thorough communication of
pertinent general and credit information between the parties and cooperation between each
partys personnel with respect to the terms of this Agreement. This includes, without
limitation, furnishing and exchanging pertinent correspondence, memoranda, quarterly Borrower
status reports and loan servicing documentation (such as periodic balance sheets, operating
statements, audit reports (if available) and collateral position reports) relating to a
Borrower.
 6




---



##### 



2.09
    
    This Agreement shall not be deemed to appoint either Cofina, CPL or ProPartners as agent of
the other, except as ProPartners may be deemed the agent of Cofina or CPL for administering,
servicing and collecting under the Participated Loans. This Agreement shall not be construed
to create a partnership, joint venture or any like arrangement between Cofina, CPL and
ProPartners.
 2.10
    
    In consideration for the origination and servicing activities performed by ProPartners under
the terms of this Agreement, at all times during the Term, Cofina shall pay to ProPartners a
monthly underwriting fee equal to the sum of $20,000 plus 23 basis points of the aggregate
outstanding principal balance of each Participated Loan that is outstanding as of the last day
of the previous month (Underwriting Fee). All Underwriting Fees shall be payable no
later than close of business on the tenth day following the end of each month. The parties
agree to review the terms of the Underwriting Fee after one year.
 2.11
    
    All of Cofinas agricultural producer, processor, and other customer data, and any other
agricultural producer, processor, and other customer data obtained pursuant to this Agreement
shall be owned by Cofina and shall not be used by ProPartners for any purpose other than
fulfilling the requirements of this Agreement. ProPartners, upon reasonable request, shall
provide Cofina with access to loan accounting data related to Participated Loans for record
retention purposes and will, upon request, provide reasonable assistance to Cofina in
transitioning to Cofina such loan accounting data and other loan underwriting documentation.
 III. SALE AND PURCHASE OF PARTICIPATION INTERESTS
 3.01
    
    ProPartners shall purchase a participation interest in all of the Eligible Loans and Prior
Approval Loans approved in writing by Cofina and ProPartners equal to up to 100% of the
indebtedness under each such Loan, or in the case of Cooperative/Commercial Loans, 100% of the
portion of the indebtedness offered to ProPartners, in each case, as approved and issued in
accordance herewith; provided, however, that the aggregate principal amount of all such
Participated Loans shall not exceed $200,000,000. ProPartners obligation to purchase a
Participation Interest in a Loan is conditioned upon such Loan being subject to the guarantee
of Cofina pursuant to Article V hereof, as designated by ProPartners in the applicable Loan
Approval.
 3.02
    
    ProPartners shall be deemed to have purchased a Participation Interest in (i) an Eligible
Loan only after such Eligible Loan has been approved by ProPartners in accordance with Section
2.01 and made under such terms and conditions as ProPartners specified in the applicable Loan
Approval and (ii) a Prior Approval Loan only after such Prior Approval Loan has been approved
in writing by both ProPartners and Cofina in accordance with Section 2.01 and made under such
terms and conditions specified in the applicable Loan Approval. ProPartners shall have no
obligation to purchase a Loan if the documentation for such Loan was not prepared and
administered by ProPartners pursuant to this Agreement. After ProPartners purchase of a
Participation Interest in a Loan hereunder, ProPartners shall fund all advances under such
Participated Loan in accordance with the terms and provisions of such Participated Loan and
the related Loan Documents.
 7




---



##### 



3.03
    
    Subject to the terms and provisions of this Agreement, each of Cofina and CPL hereby grants
to ProPartners a power of attorney to exercise in accordance with the terms of this Agreement,
to the exclusion of Cofina and CPL, all of the rights of Cofina and CPL, as applicable, under
each Participated Loan, including, but not limited to, the right (i) to perform all loan
origination, servicing, administration and collection actions with respect to the Participated
Loans, including, without limitation, those actions specified in Article II, (ii) to exercise
any power or authority granted to Cofina or CPL, as applicable, pursuant to the Loan
Documents, (iii) to endorse and cash checks and other instruments made payable to Cofina or
CPL with respect to Payments under the Participated Loans, (iv) to execute all Loan Documents
related to the Participated Loans on behalf of Cofina or CPL, as applicable, and (v) to
otherwise exercise all rights of Cofina and CPL established pursuant to each such Participated
Loan; provided, however, that Cofina shall have the right to work with the agricultural
producers and processors who are Borrowers for information gathering, initial loan analysis
and on-going loan servicing purposes. The powers of attorney granted by Cofina and CPL to
ProPartners hereunder are irrevocable and coupled with an interest. Notwithstanding the
forgoing, Cofina shall maintain responsibility for all loan servicing and customer service
activities for Purchased Loans that are Cooperative/Commercial Loans.
 3.04
    
    Each Eligible Loan that becomes a Participated Loan, and effective upon the execution of this
Agreement each Existing Loan that constitutes an Eligible Loan, will be placed into one of
three purchase pools in accordance with the Loan Underwriting Criteria. Each Prior Approval
Loan that becomes a Participated Loan, and effective upon the execution of this Agreement each
Existing Loan that constitutes a Prior Approval Loan, will be placed into one of three
purchase pools in accordance with the Loan Underwriting Criteria and the corresponding Loan
Approval; provided, however, that such placement shall not be final until confirmed in writing
by ProPartners. The three purchase pools shall be grouped as follows: (i) 20% Recourse Loans
(the 20% Recourse Pool); (ii) 50% Recourse Loans (the 50% Recourse Pool);
and (iii) Full Recourse Loans (the Full Recourse Pool).
 3.05
    
    ProPartners portion of the interest collected with respect to each Participated Loan shall
be equal to the variable rate of 160 basis points plus the cost of funds of ProPartners and/or
the Participants as determined and communicated to Cofina on a monthly basis (the
Retained Interest); provided, however, that any Participated Loan that is a
fixed-rate loan shall bear interest at such fixed rate of interest and at such Retained
Interest as agreed by the parties on a case by case basis. Neither Cofina nor CPL shall
reduce or lower the interest rate or interest rate parameters on a Participated Loan without
the prior written consent of ProPartners. All interest collected in each month, less the
Retained Interest and the Underwriting Fee, shall be paid to Cofina by ProPartners no later
than the tenth day following the end of each month.
 3.06
    
    The Participated Loans may be secured by a perfected first priority security interest in
acceptable collateral with Net Realizable Value sufficient to repay the obligations under such
Participated Loans. As security for the payment and performance of all the Participated
Loans, each of Cofina and CPL hereby assigns to ProPartners any and all security interests and
other liens obtained by Cofina or CPL as collateral securing the
 8




---



##### 



Participated Loans, and as and when requested in writing by ProPartners, shall promptly file
such UCC-3 financing statements or other forms as ProPartners shall request evidencing such
assignment.3.07
    
    If ProPartners at any time holds a Participation Interest in a Participated Loan of a
Borrower and Cofina or CPL extends additional credit to the same Borrower, each of Cofina and
CPL agrees to offer ProPartners the opportunity to purchase a Participation Interest in such
Loan in accordance with the terms of this Agreement. Borrowers with common management and/or
ownership shall be considered a single Borrower for purposes of the foregoing.
 3.08
    
    In addition to its guarantee obligations under this Agreement, with respect to Purchased
Loans that are Cooperative/Commercial Loans, Cofina shall have the obligation to repurchase
ProPartners participation interest in any such Purchased Loan that becomes a Defaulted Loan
or is otherwise classified by ProPartners as less than acceptable (the Repurchase
Obligation). With respect to each Repurchase Obligation, Cofina will pay to ProPartners
a repurchase price equal to the sum of all outstanding principal, interest and fees then
existing under ProPartners Participation Interest in such Participated Loan, plus any other
reasonable third party attorney fees or other collection costs incurred by ProPartners with
respect to such Participated Loan. Upon ProPartners receipt of payment in full with regard
to a Repurchase Obligation, ProPartners shall (a) forward to Cofina all Loan Documents
pertaining to such Participated Loan in ProPartners possession, (b) assign to Cofina all of
its right, title and interest in such Participated Loan and the related Loan Documents, (c)
cease and be discharged from all activities and responsibilities regarding such Participated
Loan and (d) prepare documentation to assign applicable collateral to Cofina, and, if
applicable, file UCC-3 financing statements.
 3.09
    
    ProPartners purchase of Participation Interests in the Participated Loans pursuant to
Section 3.01 hereof shall constitute a sale of all of the beneficial ownership interest in
such Participated Loans, and the collateral securing the Participated Loans indebtedness, and
shall not be construed as an extension of credit by ProPartners to Cofina or CPL. In the
event that the transactions contemplated by this Agreement are nevertheless characterized as
extensions of credit, each of Cofina and CPL hereby grants ProPartners a security interest in
all of the Participated Loans and in all of the Loan Documents related thereto, whether now in
existence or hereafter created. The security interest granted hereby shall secure payment of
all extensions of credit by ProPartners to Cofina or CPL and the performance of all
obligations of Cofina or CPL to ProPartners of every type and description for such extensions
of credit, whether now existing or hereafter arising. Upon an Event of Default by Cofina or
CPL and anytime thereafter, ProPartners may declare any obligations outstanding between Cofina
and CPL and ProPartners to be immediately due and payable and may exercise any and all rights
of a secured party in the enforcement of its security interest under the Uniform Commercial
Code or any other applicable law.
 IV. REPRESENTATIONS, WARRANTIES AND COVENANTS
 4.01
    
    Each of Cofina and CPL represents, warrants and covenants that it has all requisite power and
authority to execute and deliver this Agreement and the other documents required
 9




---



##### 



and to perform all of the obligations under this Agreement, and the existence of the
arrangement contemplated by this Agreement and such partys participation in such
arrangement and the execution, delivery and performance under this Agreement by such party
does not violate any applicable law in any material respect. Each of Cofina and CPL further
represents, warrants and covenants that there are no creditors of such party who have a
security interest in any of the Participated Loans and such party will not grant a security
interest in any of the Participated Loans to any creditor during the term of this Agreement.4.02
    
    ProPartners represents and warrants that it has all requisite power and authority to execute
and deliver this Agreement and other documents required and to perform all of the obligations
under this Agreement, and such execution, delivery and performance does not violate any
applicable law in any material respect.
 V. GUARANTEE
 5.01
    
    Cofina hereby:
 (a)
    
    absolutely and unconditionally guarantees the full payment of each Participated
Loan placed in the Full Recourse Pool; provided, however, that a Participated Loan will
not be placed in the Full Recourse Pool without the written consent of Cofina; and
 (b)
    
    absolutely and unconditionally guarantees the payment of the Participated Loans
placed in the 50% Recourse Pool; provided, however, that for each calendar year,
Cofinas guarantee under this Section 5.01(b) shall be limited to the greater of (i)
the sum of 50% of the aggregate total Commitments in favor of all Borrowers with
respect to the outstanding Participated Loans contained in the 50% Recourse Pool as of
the business day preceding the date of payment, plus any accrued interest, minus any
guaranty payments previously made by Cofina under this Section 5.01(b), or (ii)
$10,000,000; provided, further, that any guarantee payment made by Cofina towards such
limitation must be acknowledged as such in writing by ProPartners; and
 (c)
    
    absolutely and unconditionally guarantees the payment of the Participated Loans
placed in the 20% Recourse Pool; provided, however, that for each calendar year,
Cofinas guarantee under this Section 5.01(c) shall be limited to the greater of (i)
the sum of 20% of the aggregate total Commitments in favor of all Borrowers with
respect to the outstanding Participated Loans contained in the 20% Recourse Pool as of
the business day preceding the date of payment, plus any accrued interest, minus any
guaranty payments previously made by Cofina under this Section 5.01(c), or (ii)
$5,000,000; provided, further, that any guarantee payment made by Cofina towards such
limitation must be acknowledged as such in writing by ProPartners.
 5.02
    
    ProPartners may make a call by written notice to Cofina under any of the foregoing guarantees
with respect to any Participated Loan that becomes a Defaulted Loan, and the
 10




---



##### 



guaranty payment once a call is made shall be paid on the tenth business day after confirmed
receipt of such notice by Cofina.
 5.03
    
    Cofina hereby agrees that it will not exercise or enforce any right of contribution,
reimbursement, recourse or subrogation against any Borrower under a Participated Loan or any
collateral securing a Participated Loan unless and until ProPartners has been indefeasibly
paid in full all amounts owed to it under such Participated Loan.
 5.04
    
    Cofina agrees that ProPartners may, at any time, extend payment of any Participated Loan in
whole or in part, otherwise change the terms of payment (including interest rate), accept
partial payments, release or impair any collateral security, release or agree not to sue any
party liable on said Participated Loan and/or take any other actions with respect to any
Participated Loan or parties thereto, all without releasing or diminishing any liability of
Cofina pursuant to this Article V.
 5.05
    
    The guarantees of Cofina herein are promises of payment, and not of collection, and Cofina
waives any right to require ProPartners to bring any action against a Borrower under the
Participated Loans or against any other Person or to require that resort be had to any
security or credit on the books of ProPartners in favor of a Borrower, prior to the
fulfillment by Cofina of its guarantee obligations hereunder.
 5.06
    
    No delay on the part of ProPartners in exercising any rights hereunder or failure to exercise
the same shall operate as a waiver of such rights. In no event shall any modification or
waiver of the provisions of the guarantee of Cofina hereunder be affected unless in writing
nor shall any such waiver be applicable except in the specific instance for which given.
 5.07
    
    The guarantees of Cofina hereunder shall constitute continuing and irrevocable agreements of
guarantee. The guarantees of Cofina shall continue until all amounts owed to ProPartners
under the Participated Loans have been fully and completely discharged.
 VI. COVENANTS OF COFINA
 6.01
    
    During the Term, Cofina shall maintain at all times, measured as of the end of each calendar
quarter, Total Capital of not less than $65,000,000.
 6.02
    
    During the Term, Cofina shall maintain as of the last day of each month a ratio of (i) its
total debt to (ii) its Total Capital plus its loan loss reserve, of not more than 8.00 to
1.00. For this purpose, (a) Cofinas total debt means all of Cofinas indebtedness incurred
or assumed for borrowed money and all of Cofinas lease obligations if, in either case,
categorized as debt according to GAAP, together with all indebtedness of any indebtedness of
any other Person if categorized as debt according to GAAP, and (b) Cofinas loan loss
reserve means the amount identified on Cofinas balance sheet as loan loss reserves as of the
last day of the appropriate month.
 11




---



##### 



VII. EVENTS OF DEFAULT AND REMEDIES
 7.01
    
    The occurrence of any one or more of the following events will constitute an Event of
Default hereunder:
 (a)
    
    Cofina, CPL or ProPartners materially breach any covenant or term, or fail to
perform in any material respect, any obligations under this Agreement;
 (b)
    
    Any warranty, representation, or statement now or hereafter furnished by or on
behalf of Cofina or CPL to ProPartners in connection with this Agreement proves to be
false or misleading in any material respect when furnished;
 (c)
    
    Failure by Cofina or CPL to remit to ProPartners, within 10 days of its receipt
thereof, ProPartners share of Payments received with regard to any Participated Loan;
or
 (d)
    
    Cofina, CPL or ProPartners become insolvent, or declare bankruptcy.
 7.02
    
    Upon the occurrence of any Event of Default, the non-defaulting party may, at its sole option
and discretion and upon prior written notice to the defaulting party, suspend or terminate its
obligations hereunder, or exercise any rights contained in this Agreement. In addition, or in
the alternative, the non-defaulting party may exercise any rights available to it at law or
equity, which rights are hereby expressly preserved. Such rights and remedies will be
cumulative and not exclusive to the fullest extent necessary in order to provide the
non-defaulting party with its benefit of the bargain under this Agreement.
 VIII. INDEMNIFICATION
 8.01
    
    Each of Cofina and CPL, by executing this Agreement, agrees to indemnify ProPartners, its
agents and employees, for any losses suffered by ProPartners or such agents and employees when
such losses are caused by the gross negligence of Cofina or CPL or any of their employees or
agents or by the willful, wanton, or criminal conduct of Cofina or CPL or any of their
employees or agents.
 8.02
    
    ProPartners, by executing this Agreement, agrees to indemnify Cofina, CPL, their agents and
employees, for any losses suffered by Cofina, CPL or such agents or employees when such losses
are caused by the gross negligence of ProPartners or any of its employees or agents or by the
willful, wanton, or criminal conduct of ProPartners or any of its employees or agents.
 8.03
    
    The failure of ProPartners to file or continue UCC financing statements pursuant to the
written instructions of Cofina shall be considered to be gross negligence.
 IX. FINANCIAL INFORMATION AND REPORTING
 9.01
    
    Cofina shall furnish ProPartners with Cofinas monthly financial statements prepared in
accordance with GAAP within 30 days after the end of each month. Cofina shall also furnish
ProPartners with Cofinas individual fiscal year-end financials, presidents reports
 12




---



##### 



and internal reviews and audits to within 120 days of each such fiscal year-end or, if
earlier, within 30 days of completion thereof.9.02
    
    ProPartners shall furnish Cofina with those reports set forth on Exhibit D, as well
as any additional reports requested by Cofina and agreed to by ProPartners, which agreement
shall not be unreasonably withheld.
 X. SUCCESSORS AND PARTICIPANTS
 10.01
    
    This Agreement shall bind and inure to the benefit of ProPartners, Cofina and CPL and their
respective successors and assigns, but may be assigned only with the consent of the other
parties.
 10.02
    
    ProPartners may sell participation ownership interests in the Participation Interests,
including, without limitation, to other institutions within what is known as the Farm Credit
System, the name commonly used to refer to the entities and activities authorized by the terms
of the Farm Credit Act of 1971 and the regulations thereunder (collectively, the
Participants). Each of Cofina and CPL consents to the grant of such
subparticipations, as well as any other participation or subparticipation which ProPartners or
any Participant may elect to grant in any or all of the Participated Loans.
 XI. EXPIRATION AND TERMINATION
 11.01
    
    This Agreement shall continue in effect until December 31, 2011 (Term), which Term
will automatically renew for additional one-year increments unless a written termination
notice is given to the other parties at least 90 days prior to the end of the current Term;
provided, however, that either party may terminate this Agreement upon written notice to the
other in the event that the other party is in breach in any material respect of its
obligations hereunder and such breach remains uncured for 10 business days following written
notice thereof to such party or such longer period if otherwise provided herein. In the event
this Agreement is expired, terminated or suspended, the respective rights and obligations of
the parties shall continue with respect to any outstanding Participated Loans until all
indebtedness and other obligations under all such Participated Loans and related Loan
Documents have been fully and completely discharged. This Agreement shall terminate upon full
payment of all indebtedness and other obligations under all such Participated Loans and
related Loan Documents and the closing of all of the purchase pools.
 XII. MISCELLANIOUS
 12.01
    
    No provision of this Agreement or any other related agreement among ProPartners, Cofina and
CPL regarding the Participated Loans can be waived, modified, amended, supplemented, or
terminated, except by a writing executed by ProPartners, Cofina and CPL. The failure of any
party to enforce at any time any of the provisions of this Agreement shall in no way be
construed to waive any such provision, nor in any way to affect the validity of this Agreement
or any part thereof or the right of any party thereafter to enforce each and every such
provision. No waiver of any breach of this Agreement shall be held to be a waiver of any
other or subsequent breach.
 13




---



##### 



12.02
    
    This Agreement and any other agreements among the parties associated with the Participated
Loans shall be governed by and construed under the laws of the State of Minnesota, without
giving effect to conflict of law principles thereof.
 12.03
    
    ProPartners, Cofina and CPL agree to execute other agreements, documents or instruments as
requested by the other party in connection with this Agreement as may be deemed necessary to
carry out the purpose hereof.
 12.04
    
    Except as otherwise expressly provided herein, all notices and other communications shall
have been duly given and shall be effective (a) when delivered, (b) when transmitted via
facsimile to the number set out below, (c) the business day following the day on which the
same has been delivered prepaid (or pursuant to an invoice arrangement) to a reputable
national overnight air courier service, or (d) the third business day following the day on
which the same is sent by certified or registered mail, postage prepaid, in each case to the
respective parties at the address set forth below, or at such other address as such party may
specify by written notice to the other parties hereto:
  
  
 12.05
    
    All payments made by the appropriate party under this Agreement shall be made in the lawful
currency of the United States by wire transfer or other electronic method (i.e., ACH) of
immediately available funds to the appropriate party, in accordance with the wire transfer
instructions specified in a written notice delivered to the other party from time to time.
 12.06
    
    This Agreement constitutes the entire agreement of the parties hereto with respect to the
subject matter hereof, and supersedes all previous and contemporaneous negotiations, promises,
covenants, agreements, understandings, and representations on such subjects, all of which have
become merged and finally integrated into this Agreement. The parties agree that this
Agreement supersedes and replaces the CHS Guaranty Agreement in its entirety.
 12.07
    
    Wherever possible, each provision of this Agreement shall be interpreted in such a manner as
to be effective and valid under applicable law, but if any provision of this
 14




---



##### 



Agreement shall be prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without invalidating the
remainder of this Agreement.12.08
    
    This Agreement may be executed in any number of counterparts, each of which when so executed
and delivered shall be deemed an original and all of which counterparts, taken together, shall
constitute one and the same instrument.
 [signature page follows]
 15




---



##### 



AGSTAR FINANCIAL SERVICES, PCA, D/B/A PROPARTNERS FINANCIALBy:
    /s/ Chris MuellerIts:      PresidentCOFINA FINANCIAL, LLCBy:
    /s/ Brian K. LegriedIts:      PresidentCOFINA PROFUND LLCBy:
    /s/ Brian K. LegriedIts:      President 16




---



##### 



EXHIBIT A
 Loan Classification Standards
 [attached]
 17




---



##### 



EXHIBIT B
 Loan Underwriting Criteria
 [attached]
 18




---



##### 



EXHIBIT C
 Prior Approval Loan Procedures
 [attached]
 19




---



##### 



EXHIBIT D
 Reports
 Cofina Financial Reports
 Daily
 
  Weekly
   Monthly