EXHIBIT 10.3
Loan No. ML0988S01A
**UNCOMMITED REVOLVING CREDIT SUPPLEMENT**
     **THIS SUPPLEMENT**to the Master Loan Agreement dated January 22, 2004 (the“MLA”), is entered into as of March 4, 2004 between **CoBANK, ACB**(“CoBank”) and**CHS Inc., Inver Grove Heights, Minnesota**(the “Company”), and amends andrestates the Supplement dated January 22, 2004.
     **SECTION 1. Uncommitted Revolving Credit Facility.**On the terms andconditions set forth in the MLA and this Supplement, and subject to CoBank’ssole discretion, CoBank may make loans to the Company during the period setforth below in an aggregate principal amount not to exceed $50,000,000.00 atany one time outstanding (the “Commitment”). Within the limits of theCommitment, the Company may borrow, repay and reborrow.
     **SECTION 2. Purpose.**The purpose of the Commitment is to finance workingcapital needs.
     **SECTION 3. Term.**The term of the Commitment shall be from the datehereof, up to and including May 21, 2004, or such later date as CoBank may, inits sole discretion, authorize in writing.
     **SECTION 4. Interest.**The Company agrees to pay interest on the unpaidbalance of the loans in accordance with one or more of the following interestrate options, as selected by the Company:
          **(A) Base Rate Option.**At a rate per annum at all times equal to the BaseRate. For the purposes hereof, Base Rate means that rate in effect from day today defined as the “prime rate” as published from time to time in the EasternEdition of The Wall Street Journal as the average prime lending rate forseventy-five percent (75%) of the United States’ thirty (30) largest commercialbanks, or if The Wall Street Journal shall cease publication or ceasepublishing the “prime rate” on a regular basis, such other regularly publishedaverage prime rate applicable to such commercial banks as is acceptable to theLender in its reasonable discretion. Loans for which the Base Rate option isselected are referred to herein as “Base Rate Loans”.
          **(B) LIBOR.**At a fixed rate per annum equal to “LIBOR” (as hereinafterdefined) plus 1%. Under this option: (1) rates may be fixed for “InterestPeriods” (as hereinafter defined) of 1 month as selected by the Company; (2)amounts may be fixed in increments of $100,000.00 or multiples thereof; (3) themaximum number of fixes in place at any one time shall be 10; and (4) rates mayonly be fixed on a “Banking Day” (as hereinafter defined) on 3 Banking Days’prior written notice. For purposes hereof: (a) “LIBOR” shall mean the rate(rounded upward to the nearest sixteenth and adjusted for reserves required on“Eurocurrency Liabilities” (as hereinafter defined) for banks subject to “FRBRegulation D” (as herein defined) or required by any other federal law orregulation) 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 forthe offering of U.S. dollar deposits in the London interbank market for theInterest Period designated by the Company; as published by Bloomberg or anothermajor 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. dollardeposits are being carried out in the London interbank market, and banks areopen 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 andending on the
 

 

numerically corresponding day in the next calendar month as thecase may be; provided, however, that: (i) in the event such ending day is nota Banking Day, such period shall be extended to the next Banking Day unlesssuch next Banking Day falls in the next calendar month, in which case it shallend on the preceding Banking Day; and (ii) if there is no numericallycorresponding day in the month, then such period shall end on the last BankingDay inthe relevant month; (d) “Eurocurrency Liabilities” shall have meaning asset forth in “FRB Regulation D”; and (e) “FRB Regulation D” shall meanRegulation D as promulgated by the Board of Governors of the Federal ReserveSystem, 12 CFR Part 204, as amended.
The Company shall select the applicable rate option at the time it requests aloan hereunder and may, subject to the limitations set forth above, elect toconvert balances bearing interest at the variable rate option to one of thefixed rate options. Upon the expiration of any fixed rate period, interestshall automatically accrue at the variable rate option unless the amount fixedis repaid or fixed for an additional period in accordance with the termshereof. Notwithstanding the foregoing, rates may not be fixed for periodsexpiring after the maturity date of the loans. All elections provided forherein shall be made electronically (if applicable), telephonically or inwriting and must be received by CoBank not later than 12:00 Noon Company’slocal 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 electionsmust be confirmed in writing upon CoBank’s request. Interest shall becalculated on the actual number of days each loan is outstanding on the basisof a year consisting of 360 days and shall be payable monthly in arrears by the20th day of the following month or on such other day in such month as CoBankshall require in a written notice to the Company; provided, however, in theevent the Company elects to fix all or a portion of the indebtednessoutstanding under the LIBOR interest rate option above, at CoBank’s option uponwritten notice to the Company, interest shall be payable at the maturity of theInterest Period.
     **SECTION 5. Promissory Note.**The Company promises to repay the unpaidprincipal balance of the loans on the last day of the term of the Commitment.In addition to the above, the Company promises to pay interest on the unpaidprincipal balance of the loans at the times and in accordance with theprovisions set forth in Section 4 hereof. This note replaces and supersedes,but does not constitute payment of the indebtedness evidenced by, thepromissory note set forth in the Supplement being amended and restated hereby.
     **SECTION 6. Amendment Fee.**In consideration of the amendment, the Companyagrees to pay to CoBank on the execution hereof a fee in the amount of$27,500.00.
     **IN WITNESS WHEREOF,**the parties have caused this Supplement to be executedby their duly authorized officers as of the date shown above.   **CoBANK, ACB** **CHS Inc.**   By: By:    Title: Title: