Exhibit 10.2
 SEVENTH AMENDMENT TO 2003 AMENDED AND RESTATED
CREDIT AGREEMENT (2-YEAR REVOLVING LOAN)
 Amendment Borrower Syndication Parties  Syndication
Party Administrative Agent
  Sixth Amendment Credit
Agreement
   Definitions
 Amendments to the Credit Agreement
 Amendment to Article 1 of the Credit Agreement (Defined Terms)
 Aggregate LC Commitment
 Aggregate 2-Year Commitment




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Base Rate
 Committed Letter of Credit Fee
 Commitment Fee Factor
 LIBO Rate minus
 -2-




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Member Percentage
    LIBOR Margin
 2-Year Maturity Date
 Percentage
 Amendment to Section 2.10 of the Credit Agreement (Reduction of Aggregate
2-Year Commitment)
 Reduction of Aggregate 2-Year Commitment; Voluntary Increases
 Reduction
 Request to Increase Increased Facility Amount
 -3-




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Allocation of Unsubscribed Amounts Additional Lender
 Conditions Precedent
      -4-




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Amendment to Section 10.16 of the Credit Agreement (Financial Covenants)
 Financial Covenants
 Amendment to Section 10.16.2 of the Credit Agreement (Minimum Net Worth)
 Minimum Net Worth
 Amendment to Section 10.16.4 of the Credit Agreement (Minimum Working
Capital)
 Minimum Working Capital
 Amendment to Section 11.6 of the Credit Agreement (Loans)
 Loans
 Exhibits to Credit Agreement (Compliance Certificate; Subsidiaries; Equity
Investments)
 Section 1.4 of Sixth Amendment
 -5-




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Representations and Warranties
    -6-




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Effectiveness
    References
 No Waiver
 Release of Administrative Agent and Syndication Parties
 Costs and Expenses
 -7-




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Miscellaneous
 Signature page follows
 -8-




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NATIONAL COOPERATIVE REFINERY ASSOCIATION, as BorrowerBy:
    /s/ John G. BuehrleName:
    John G. BuehrleTitle:
    CFOCOBANK, ACB, as Administrative Agent and 
as a Syndication PartyBy:
    /s/ Michael TousignantName:
    Michael TousignantTitle:
    Vice PresidentU.S. AGBANK, FCB, as a Syndication PartyBy:
    /s/ Travis W. BallName:
    Travis W. BallTitle:
    Vice President Signature Page to Seventh Amendment to 2003 Amended and Restated
Credit Agreement (2-Year Revolving Loan)




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Exhibit 1.21 to Amendment
 EXHIBIT 1.21
TO 2003 AMENDED AND RESTATED CREDIT AGREEMENT
 COMPLIANCE CERTIFICATE
 
  Credit Agreement Company  Fiscal Period
  Very truly yours,National Cooperative Refinery AssociationBy:Name:Title:
    
    Chief Financial Officer/Treasurer




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SUBSECTION 10.16.1: DEBT TO EBITDA RATIO
 Test:
    
    Measured over the immediately preceding four (4) Fiscal Quarters: (a) Debt
divided by (b) EBITDA.Target:
    
    Not in excess of 3.00 to 1.00 at any time.Debt to EBITDA Ratio (Actual)
As of Fiscal Quarter ended :
 SUBSECTION 10.16.2: MINIMUM NET WORTH
 Test:
    
    Measured at the end of each Fiscal Quarter, Net Worth.Target:
    
    Not less than $600,000,000.Net Worth
As of Fiscal Quarter ended :       $
 SUBSECTION 10.16.3: INTEREST COVERAGE RATIO
 Test:
    
    Measured over the immediately preceding four (4) Fiscal Quarters: (a) EBIT divided by
(b) Interest Expense.Target:
    
    Not less than 4.00 to 1.00 as of the last day of each Fiscal Quarter.Interest Coverage Ratio (actual)
As of Fiscal Quarter ended :
 SUBSECTION 10.16.4: MINIMUM WORKING CAPITAL
 Test:
    
    Current assets minus current liabilities.Target:
    
    Not less than $75,000,000 as of the last day of each Fiscal Quarter for each Fiscal YearCurrent assets minus current liabilities (Actual)
As of Fiscal Quarter ended :       $
 -2-




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SCHEDULE A
DETAILED CALCULATIONS
 DEBT TO EBITDA (000s)  Debt (current measurement period)
 EBITDA (rolling 4 quarters)
 MINIMUM NET WORTH (000s)
 INTEREST COVERAGE RATIO (000s)
 WORKING CAPITAL
 -3-




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Exhibit 1.76 to Amendment
 EXHIBIT 1.76
TO 2003 AMENDED AND RESTATED CREDIT AGREEMENT
 SUBSIDIARIES
 Kaw Pipe Line Company
    
    
    66.667
    %Osage Pipeline Company, LLC
    
    
    50.00
    %Jayhawk Pipeline, L.L.C.
    
    
    100
    %McPherson Agricultural Products, LLC
    
    
    100
    %




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Exhibit 8.11 to Amendment
 EXHIBIT 8.11
TO 2003 AMENDED AND RESTATED CREDIT AGREEMENT
 EQUITY INVESTMENTS
 Subsidiary
    
    Investment1.
    
    Jayhawk Pipeline, L.L.C.
    
    $
    35,453,2022.
    
    Kaw Pipe Line Company
    
    $
    1,863,1173.
    
    Osage Pipeline Company, LLC
    
    $
    4,072,6854.
    
    McPherson Agricultural Products, LLC
    
    $
    (4,230,554
    )