EXHIBIT 10.4
Loan No. ML0988S02
**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.
     **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 1, 2005, 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”.
Base Rate Loans shall be: (a) the minimum fixed period shall be 30 days; (b)amounts may be fixed in increments of $500,000.00 or multiples thereof; (c) themaximum number of fixes in place at any one time shall be 10; (d) and madeavailable on any Banking Day. Interest on Base Rate Loans shall be calculatedon the actual number of days each loan is outstanding on the basis of a yearconsisting of 360 days and shall be payable monthly in arrears on the twentiethBanking Day of the following month.
          **(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, 2, 3, 6, 9 or 12 months, as selected bythe Company; (2) amounts may be fixed in increments of $100,000.00 or multiplesthereof; (3) the maximum number of fixes in place at any one time shall be 10;and (4) rates may only be fixed on a “Banking Day” (as hereinafter defined) on3 Banking Days’ prior written notice. For purposes hereof: (a) “LIBOR” shallmean the rate (rounded upward to the nearest sixteenth and adjusted forreserves required on “Eurocurrency Liabilities” (as hereinafter defined) forbanks subject to “FRB Regulation D” (as herein defined) or required by anyother 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 theInterest
 

 

Period for the offering of U.S. dollar deposits in the Londoninterbank market for the Interest Period designated by the Company; aspublished by Bloomberg or another major information vendor listed on BBA’sofficial website; (b) “Banking Day” shall mean a day on which CoBank is openfor business, dealings in U.S. dollar deposits are being carriedout in the London interbank market, and banks are open for business in NewYork City and London, England; (c) “Interest Period” shall mean a periodcommencing on the date this option is to take effect and ending on thenumerically corresponding day in the next calendar month as the case may be;provided, however, that: (i) in the event such ending day is not a BankingDay, such period shall be extended to the next Banking Day unless such nextBanking Day falls in the next calendar month, in which case it shall end on thepreceding Banking Day; and (ii) if there is no numerically corresponding day inthe month, then such period shall end on the last Banking Day in the relevantmonth; (d) “Eurocurrency Liabilities” shall have meaning as set forth in “FRBRegulation D”; and (e) “FRB Regulation D” shall mean Regulation D aspromulgated by the Board of Governors of the Federal Reserve System, 12 CFRPart 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 and if the LIBOR interest rate fix is for a period longer than3 months, interest on that portion of the indebtedness outstanding shall bepayable quarterly in arrears on each three-month anniversary of thecommencement date of such Interest Period, and at maturity.
     **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.
     **SECTION 6. Loan Structuring Fee.**In consideration of the Commitment, theCompany agrees 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: