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Exhibit 10.1 2005 AMENDED AND RESTATED CREDIT AGREEMENT(Revolving Loans) by and between CoBank, ACB,as Lead Arranger, Administrative Agent, and Bid Agentand as a Syndication Party, The Bank of Tokyo-Mitsubishi, Ltd., Chicago Branch; SunTrust
Bank; Bank of America, National Association; and Wells Fargo Bank,
National Association,as Co-Syndication Agents and as Syndication Parties, BNP Paribas; Harris Trust and Savings Bank; Cooperatieve
Centrale Raiffeisen-Boerenleenbank B.A. Rabobank International,
New York Branch; Deere Credit, Inc.; U.S. Bank National Association;
Natexis Banques Populaires; Fortis Capital Corp.; The Bank of Nova
Scotia; and Calyon New York Branch,as Senior-Managing Agents and as Syndication Parties, National City Bank of Indiana; M&I Marshall & Ilsley Bank;
Farm Credit Services of America, FLCA; ING Capital LLC; UFJ Bank,
Limited; Comerica Bank, Inc.; and AgStar Financial Services, PCA,asSyndication Parties, and CHS INC. dated as of May 19, 2005




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2005 AMENDED AND RESTATED CREDIT AGREEMENT(Revolving Loans) Recitals A. COBANK, ACB as the Lead Arranger, Administrative Agent, and Bid Agent for the benefit of
the present and future Syndication Parties, and as a Syndication Party, the Syndication Parties
identified on Schedule 1 thereto, and CENEX HARVEST STATES COOPERATIVES (n/k/a CHS Inc.), a
cooperative corporation formed under the laws of the State of Minnesota, entered into that certain
Credit Agreement (Revolving Loan) (2003 Credit Agreement) dated as of May 21, 2003 (Original
Effective Date). B. The parties to the 2003 Credit Agreement desire to make certain amendments to, but not to
discharge any indebtedness or other obligations owing under, the 2003 Credit Agreement, as
incorporated in this 2005 Amended and Restated Credit Agreement (Revolving Loans). Agreement THIS 2005 AMENDED AND RESTATED CREDIT AGREEMENT (Credit Agreement) is entered into as of the
19th day of May 2005 (Effective Date), by and between COBANK, ACB (CoBank) for its own benefit
as a Syndication Party, and as the Administrative Agent for the benefit of the present and future
Syndication Parties (in that capacity Administrative Agent), the Syndication Parties identified
on Schedule 1 hereto, and CHS INC., a cooperative corporation formed under the laws of the
State of Minnesota, whose address is 5500 Cenex Drive, Inver Grove Heights, Minnesota 55077
(Borrower), and amends, restates, and replaces in its entirety the 2003 Credit Agreement
effective as of the Effective Date. ARTICLE 1. DEFINED TERMS As used in this Credit Agreement, the following terms shall have the meanings set forth below
(and such meaning shall be equally applicable to both the singular and plural form of the terms
defined, as the context may require): 1.1Additional Costs: shall have the meaning set forth in Section 17.12. 1.2Adjusted Consolidated Funded Debt: All Consolidated Funded Debt of Borrower and
its Consolidated Subsidiaries, plus the net present value of operating leases of Borrower and its
Consolidated Subsidiaries as discounted by a rate of 8.0% per annum. 1.3Administrative Agent: shall initially mean CoBank, ACB. 1.4Administrative Agent Office: shall mean the address set forth at Subsection
17.4.2, as it may change from time to time by notice to all parties to this Credit Agreement.




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1.5Advance: an advance of funds under either the 364-Day Facility or the 5-Year
Facility. 1.6Advance Date: a day (which shall be a Banking Day) on which an Advance is made. 1.7Advance Payment: shall have the meaning set forth in Section 16.1. 1.8Affected Loans: shall have the meaning set forth in Subsection 6.2.3. 1.9Affiliate: with respect to any Person means (a) a Subsidiary of such Person, (b)
any Person in which such Person, directly or indirectly, owns more than five percent (5.0%) of the
outstanding equity thereof, and (c) any Person which, directly or indirectly, (i) owns more than
five percent (5.0%) of the outstanding equity of such Person, or (ii) has the power under ordinary
circumstances to control the management of such Person. 1.10Aggregate Commitment: shall mean at any time the 364-Day Commitment plus the
5-Year Commitment. 1.11Amortization: the total amortization of Borrower and its Consolidated
Subsidiaries as measured in accordance with GAAP. 1.12Annual Operating Budget: means the annual operating budget for Borrower and its
Subsidiaries in substantially the form of, and containing substantially the same or similar
information as set forth in, the Annual Operating Budget (Business Plan) for Borrower and its
Subsidiaries included in the booklet delivered to the Syndication Parties at the March 15, 2005
bank group meeting. 1.13Anti-Terrorism Laws: shall have the meaning set forth in Subsection 10.24.1. 1.14Applicable Lending Office: means, for each Syndication Party and for each type
of Advance, the lending office of such Syndication Party designated as such for such type of
Advance on its signature page hereof or in the applicable Syndication Acquisition Agreement or such
other office of such Syndication Party as such Syndication Party may from time to time specify to
the Administrative Agent and Borrower as the office by which its Advances of such type are to be
made and maintained. 1.15Authorized Officer: shall have the meaning set forth in Subsection 11.1.4. 1.16Bank Debt: all amounts owing under the Notes, fees, Borrowers obligations to
purchase Bank Equity Interests, Funding Losses and all interest, expenses, charges and other
amounts payable by Borrower pursuant to the Loan Documents. 1.17Banking Day: any day (a) other than a Saturday or Sunday and other than a day
which is a Federal legal holiday or a legal holiday for banks in the States of Colorado, Minnesota,
or New York, and (b) if such day relates to a borrowing of, a payment or prepayment of principal of
or interest on, a continuation of or conversion into, or a LIBO Rate Period for, a 2




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LIBO Rate Loan,
or a notice by Borrower with respect to any such borrowing, payment, prepayment, continuation,
conversion, or LIBO Rate Period, on which dealings in U.S. Dollar deposits are carried out in the
London interbank market. 1.18Bank Equity Interests: shall have the meaning set forth in Article 8 hereof. 1.19Base Rate: a rate of interest per annum equal to the prime rate as published
from time to time in the Eastern Edition of the Wall Street Journalas the average prime lending
rate for seventy-five percent (75%) of the United States thirty (30) largest commercial banks, or
if the Wall Street Journalshall cease publication or cease publishing the prime rate on a
regular basis, such other regularly published average prime rate applicable to such commercial
banks as is acceptable to the Administrative Agent in its reasonable discretion, with the consent
of Borrower, which consent will not be unreasonably withheld (provided that Borrowers consent
shall not be required at any time there has occurred and is continuing a Potential Default or an
Event of Default). 1.20Base Rate Loans: shall have the meaning set forth in Subsection 6.1.1. 1.21Bid: shall have the meaning set forth in Section 4.4. 1.22Bid Advance: shall mean a 364-Day Bid Advance and/or a 5-Year Bid Advance, as
the context requires. 1.23Bid Agent: shall mean CoBank, ACB. 1.24Bid Maturity Date: shall have the meaning set forth in Section 4.3. 1.25Bid Rate: shall have the meaning set forth in Section 4.4. 1.26Bid Rate Loan: shall mean a 364-Day Bid Loan and/or a 5-Year Bid Loan, as the
context requires. 1.27Bid Request: shall have the meaning set forth in Section 4.3. 1.28Bid Results Notice: shall have the meaning set forth in Section 4.4. 1.29Bid Selection Notice: shall have the meaning set forth in Section 4.5. 1.30Borrowers Account: shall mean Borrowers account #44070 at Wells Fargo Bank,
N.A., Minneapolis, Minnesota (ABA #091000019). 1.31Borrower Benefit Plan: means (a) any employee benefit plan, as such term is
defined in Section 3(3) of ERISA (including any multiemployer plan as defined in Section 3(37) of
ERISA); (b) any multiple employer plan within the meaning of Section 413 of the Code; (c) any
multiple employer welfare arrangement within the meaning of Section 3(40) of ERISA; (d) a
voluntary employees beneficiary association within the meaning of Section 501(a)(9) of the Code;
(e) a welfare benefit fund within the meaning of Section 419 of the 3




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Code; or (f) any employee
welfare benefit plan within the meaning of Section 3(1) of ERISA for the benefit of retired or
former employees, which is maintained by Borrower or in which Borrower participates or to which
Borrower is obligated to contribute. 1.32Borrower Indemnification Payment: shall have the meaning set forth in Section
4.12. 1.33Borrowing Notice: shall mean a 364-Day Borrowing Notice or a 5-Year Borrowing
Notice, as applicable. 1.34Borrower Pension Plan: means each Borrower Benefit Plan that is an employee
pension benefit plan as defined in Section 3(2) of ERISA that is intended to satisfy the
requirements of Section 401(a) of the Code. 1.35Capital Leases: means any lease of property (whether real, personal or mixed) by
a Person which has been or should be , in accordance with GAAP, reflected on the balance sheet of
such Person as a capital lease. 1.36Cash Collateral Account: shall have the meaning set forth in Section 5.6. 1.37CCC: shall have the meaning set forth in Section 4.12. 1.38CCC Guarantee: shall have the meaning set forth in Section 4.12. 1.39Change in Law: shall have the meaning set forth in Subsection 6.2.2. 1.40Closing Date: means May 19, 2005, provided that on or before such date (a) the
Administrative Agent, the Bid Agent, the Syndication Parties, and Borrower have executed all Loan
Documents to which they are parties; and (b) the conditions set forth in Section 11.1 of this
Credit Agreement have been met. 1.41Code: means the Internal Revenue Code of 1986. 1.42Committed LC Request: shall have the meaning set forth in Subsection 5.1.1. 1.43Committed Letter of Credit: shall mean a letter of credit issued by the Letter
of Credit Bank pursuant to the provisions of Sections 5.1 and 5.2 hereof. 1.44Committed Letter of Credit Fee: for any Fiscal Quarter of Borrower shall be an
amount equal to the 5-Year Margin in effect on the first day of such Fiscal Quarter (a) multiplied
by the undrawn face amount of each Committed Letter of Credit for each day during such Fiscal
Quarter, (b) divided by 360. 1.45Committed 364-Day Advances: the principal amount of all 364-Day Advances which
any Syndication Party is obligated to make as a result of such Syndication Party having received a
364-Day Funding Notice pursuant to Section 2.2 hereof or a Bid Selection Notice pursuant to Section
4.5 hereof, but which, in either case, has not been funded. 4




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1.46Committed 5-Year Advances: the principal amount of all 5-Year Advances which any
Syndication Party is obligated to make as a result of such Syndication Party having received a
5-Year Funding Notice pursuant to Section 3.3 hereof or a Bid Selection Notice pursuant to Section
4.5 hereof, but which, in either case, has not been funded. 1.47Compliance Certificate: a certificate of the chief financial officer of Borrower
acceptable to the Administrative Agent and in the form attached hereto as Exhibit 1.47. 1.48Communications: shall have the meaning set forth in Subsection 17.16.1. 1.49Confirmation Amount: shall have the meaning set forth in Section 4.12. 1.50Confirmation Request: shall have the meaning set forth in Section 4.12. 1.51Consolidated Cash Flow: for any period, the sum of (a) earnings before income
taxes of Borrower and its Consolidated Subsidiaries for such period determined on a consolidated
basis in accordance with GAAP; plus (b) amounts that have been deducted in the determination of
such earnings before income taxes
for such period for (i) Consolidated Interest Expense for such period, (ii) Depreciation for
such period, (iii) Amortization for such period, and (iv) extraordinary and/or one-time non-cash
losses for such period; minus (c) the amounts that have been included in the determination of such
earnings before income taxes for such period for (i) extraordinary gains, (ii) extraordinary and/or
one-time income, (iii) non-cash patronage income, and (iv) non-cash equity earnings in joint
ventures. 1.52Consolidated Current Assets: the total current assets of Borrower and its
Consolidated Subsidiaries as measured in accordance with GAAP. 1.53Consolidated Current Liabilities: the total current liabilities of Borrower and
its Consolidated Subsidiaries as measured in accordance with GAAP. 1.54Consolidated Funded Debt: all indebtedness for borrowed money of Borrower and
its Consolidated Subsidiaries, that is classified as long term debt in accordance with GAAP, and
shall include Debt of such maturity created or assumed by Borrower or any Consolidated Subsidiary
either directly or indirectly, including obligations of such maturity secured by liens upon
property of Borrower or its Consolidated Subsidiaries and upon which such entity customarily pays
the interest, and all rental payments under capitalized leases of such maturity. 1.55Consolidated Interest Expense: for any period, all interest expense of Borrower
and its Consolidated Subsidiaries, as determined in accordance with GAAP. 1.56Consolidated Members and Patrons Equity: the amount of equity accounts plus
(or minus in the case of a deficit) the amount of surplus and retained earnings accounts of
Borrower and its Consolidated Subsidiaries and the minority interest in Subsidiaries, provided that
the total amount of intangible assets of Borrower and its Consolidated Subsidiaries (including,
without limitation, unamortized debt discount and expense, deferred charges and goodwill) included
therein shall not exceed $30,000,000 (and to the extent such intangible assets 5




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exceed
$30,000,000.00, they will not be included in the calculation of Consolidated Members and Patrons
Equity); all as determined in accordance with GAAP consistently applied. 1.57Consolidated Subsidiary: (a) any Subsidiary whose accounts are consolidated with
those of Borrower in accordance with GAAP and (b) Ventura Foods, LLC so long as the accounts
thereof are required to be consolidated with those of Borrower in accordance with GAAP. 1.58Contributing Syndication Parties: shall have the meaning set forth in Section
16.4. 1.59Control Agreement: means a control agreement, in form and substance satisfactory
to the Administrative Agent, executed and delivered by Borrower, the Administrative Agent, and the
applicable securities intermediary with
respect to a Securities Account (as defined in the Colorado Uniform Commercial Code) or bank
with respect to a deposit account. 1.60Converted LC: shall have the meaning set forth in Section 5.6. 1.61Debt: means as to any Person: (a) indebtedness or liability of such Person for
borrowed money, or for the deferred purchase price of property or services (including trade
obligations); (b) obligations of such Person as lessee under capital leases; (c) obligations of
such Person arising under bankers or trade acceptance facilities; (d) all guarantees, endorsements
(other than for collection or deposit in the ordinary course of business), and other contingent
obligations of such Person to purchase any of the items included in this definition, to provide
funds for payment, to supply funds to invest in any other Person, or otherwise to assure a creditor
of another Person against loss (without duplication) ; (e) all obligations secured by a lien on
property owned by such Person, whether or not the obligations have been assumed; and (f) all
obligations of such Person under any agreement providing for an interest rate swap, cap, cap and
floor, contingent participation or other hedging mechanisms with respect to interest payable on any
of the items described in this definition. 1.62Default Interest Rate: a rate of interest equal to 200 basis points in excess of
the Base Rate which would otherwise be applicable at the time. 1.63Delinquency Interest: shall have the meaning set forth in Section 16.4. 1.64Delinquent Amount: shall have the meaning set forth in Section 16.4. 1.65Delinquent Syndication Party: shall have the meaning set forth in Section 16.4. 1.66Depreciation: the total depreciation of Borrower and its Consolidated
Subsidiaries as measured in accordance with GAAP. 1.67Effective Date: shall have the meaning set forth on page 1. 1.68Embargoed Person: shall have the meaning set forth in Section 12.15. 6




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1.69Environmental Laws: any federal, state, or local law, statute, ordinance, rule,
regulation, administration order, or permit now in effect or hereinafter enacted, pertaining to the
public health, safety, industrial hygiene, or the environmental conditions on, under or about any
of the real property interests of a Person, including, without limitation, the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and
Recovery Act of 1976, the Clean Air Act, the Federal Water Pollution Control Act, the Superfund
Amendments and Reauthorization Act of
1986, the Federal Toxic Substances Control Act and the Occupational Safety and Health Act, as
any of the same may be amended, modified or supplemented from time to time. 1.70Environmental Regulations: as defined in the definition of Hazardous Substances. 1.71ERISA: shall have the meaning set forth in Section 10.10. 1.72ERISA Affiliate: means any corporation or trade or business which is a member of
the same controlled group of corporations (within the meaning of Section 414(b) of the Code) as
Borrower or is under common control (within the meaning of Section 414(c) of the Code) with
Borrower, provided, however, that for purposes of provisions herein concerning minimum funding
obligations (imposed under Section 412 of the Code or Section 302 of ERISA), the term ERISA
Affiliate shall also include any entity required to be aggregated with Borrower under Section
414(m) or 414(o) of the Code. 1.73Event of Default: shall have the meaning set forth in Section 15.1. 1.74Event of Syndication Default: shall have the meaning set forth in Subsection
16.31.1. 1.75Executive Order: shall have the meaning set forth in Subsection 10.24.1. 1.76Existing Letters of Credit: The Letters of Credit which have been issued for the
benefit of Borrower by one or more of the Syndication Parties and which are outstanding on the
Closing Date as listed on Exhibit 1.76 hereto. 1.77Export Grain Transaction: means a transaction whereby Borrower has agreed to
sell grain to a purchaser (Importer) located in a country other than the United States under
circumstances whereby the transaction will be eligible for issuance of a Credit Guarantee Assurance
by the U.S. Commodity Credit Corporation under the United States Export Credit Guarantee Programs
GSM-102 or GSM-103. 1.78Extended Duration LC: shall have the meaning set forth in Section 5.6. 1.79Farm Credit System Institution: shall mean any Farm Credit Bank, any Federal
land bank association, any production credit association, the banks for cooperatives, and such
other institutions as may be a part of the Farm Credit System and chartered by and subject to
regulation by the Farm Credit Administration. 7




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1.80Fiscal Quarter: each three (3) month period beginning on the first day of each
of the following months: September, December, March and June. 1.81Fiscal Year: a year commencing on September 1 and ending on August 31. 1.825-Year Advance: shall have the meaning set forth in Subsection 3.1. 1.835-Year Availability Period: shall mean the period from the Closing Date until
the 5-Year Maturity Date or such later date as may be applicable with respect to 5-Year Advances
made pursuant to Section 5.6 hereof. 1.845-Year Bid Advance: shall have the meaning set forth in Section 4.2. 1.855-Year Bid Loan: shall have the meaning set forth in Section 4.2. 1.865-Year Borrowing Notice: shall have the meaning set forth in Section 3.3. 1.875-Year Commitment: shall be $300,000,000.00, subject to reduction as provided in
Section 3.8 hereof. 1.885-Year Facility: shall mean the loan facility made available to Borrower under
Article 3 of this Agreement. 1.895-Year Facility Fee Factor: the 5-Year Facility Fee Factor determined as set
forth in Schedule 2 hereto and Section 6.6 hereof. 1.905-Year Facility Fee: shall have the meaning set forth in Subsection 6.5.2. 1.915-Year Facility Note: shall have the meaning set forth in Section 3.4. 1.925-Year Funding Notice: shall have the meaning set forth in Section 3.3. 1.935-Year Margin: the 5-Year Margin determined as set forth in Schedule 2
hereto and Section 6.6 hereto. 1.945-Year Maturity Date: May 19, 2010. 1.95Funded Debt: means, with respect to any Person, at any time, all Debt of such
Person in each case maturing by its terms more than one year after the date of creation thereof, or
which is renewable or extendible at the option of such Person for a period ending more than one (1)
year after the date of creation thereof, and shall include Debt of such maturity created or assumed
by such Person either directly or indirectly, including obligations of such maturity secured by
liens upon property of such Person and upon
which such Person customarily pays the interest, and all obligations of such Person under
Capital Leases of such maturity, and the net present value of obligations under Operating Leases as
discounted by a rate of 8.0% per annum, and all obligations to reimburse the Letter of Credit Bank
or any Syndication Party with 8




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respect to all Letters of Credit which support long-term debt, with
expiration dates in excess of one year from the date of issuance thereof. 1.96Funding Losses: shall have the meaning set forth in Section 7.5. 1.97Funding Loss Notice: shall have the meaning set forth in Section 7.5. 1.98Funding Share: shall mean the amount of any Advance which each Syndication Party
is required to fund, which shall be determined as follows: (a) for an Advance under the 364-Day
Facility (other than pursuant to a Bid Advance or an Overnight Advance), the amount of such Advance
multiplied by such Syndication Partys Individual 364-Day Pro Rata Share as of the date of the
364-Day Funding Notice for, but without giving effect to, such Advance; (b) for an Advance under
the 5-Year Facility (other than pursuant to a Bid Advance), the amount of such Advance multiplied
by such Syndication Partys Individual 5-Year Pro Rata Share as of the date of the 5-Year Funding
Notice for, but without giving effect to, such Advance; (c) for an Advance under a Bid won by such
Syndication Party, the amount of such Bid; and (d) for an Overnight Advance, the amount determined
as provided in Section 4.10 hereof. 1.99GAAP: generally accepted accounting principles in the United States of America,
as in effect from time to time. 1.100Good Faith Contest: means the contest of an item if (a) the item is diligently
contested in good faith by appropriate proceedings timely instituted, (b) either the item is (i)
bonded or (ii) adequate reserves are established with respect to the contested item if and to the
extent required in accordance with GAAP, (c) during the period of such contest, the enforcement of
any contested item is effectively stayed, and (d) the failure to pay or comply with the contested
item could not reasonably be expected to result in a Material Adverse Effect. 1.101Governmental Authority: means any nation or government, any state or other
political subdivision thereof, and any entity exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to government. 1.102Hazardous Substances: dangerous, toxic or hazardous pollutants, contaminants,
chemicals, wastes, materials or substances, as defined in or governed by the provisions of any
Environmental Laws or any other federal, state or local law, statute, code, ordinance, regulation,
requirement or rule relating thereto (Environmental Regulations), and also including urea
formaldehyde, polychlorinated biphenyls, asbestos, asbestos-containing materials, nuclear fuel or
waste, and petroleum products, or any other waste, material, substances, pollutant or contaminant
which would subject
an owner of property to any damages, penalties or liabilities under any applicable
Environmental Regulations. 1.103Holdout Lender: shall have the meaning set forth in Section 16.33. 1.104Importer: shall have the meaning set forth in Section 1.77. 1.105Importer LC: shall have the meaning set forth in Section 4.12. 9




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1.106Indemnification Date: shall have the meaning set forth in Section 4.12. 1.107Indemnified Agency Parties: shall have the meaning set forth in Section 16.20. 1.108Indemnified Parties: shall have the meaning set forth in Section 14.1. 1.109Individual Commitment: shall mean with respect to any Syndication Party, its
Individual 5-Year Commitment and/or its Individual 364-Day Commitment, as applicable. 1.110Individual 364-Day Commitment: shall mean with respect to any Syndication Party
the amount shown as its Individual 364-Day Commitment on Schedule 1 hereto, subject to
adjustment in the event of the sale of all or a portion of a Syndication Interest in accordance
with Section 16.28 hereof, or a reduction in the 364-Day Commitment in accordance with Section 2.8
hereof. 1.111Individual 5-Year Commitment: shall mean with respect to any Syndication Party
the amount shown as its Individual 5-Year Commitment on Schedule 1 hereto, subject to
adjustment in the event of the sale of all or a portion of a Syndication Interest in accordance
with Section 16.28 hereof, or a reduction in the 5-Year Commitment in accordance with Section 3.8
hereof. 1.112Individual 364-Day Lending Capacity: shall mean with respect to any Syndication
Party the amount at any time of its Individual 364-Day Commitment, less its Individual Outstanding
364-Day Obligations. 1.113Individual 5-Year Lending Capacity: shall mean with respect to any Syndication
Party the amount at any time of its Individual 5-Year Commitment, less its Individual Outstanding
5-Year Obligations. 1.114Individual Outstanding 364-Day Obligations: shall mean with respect to any
Syndication Party the total at any time, without duplication, of (a) the aggregate outstanding
principal amount of all
364-Day Advances made by such Syndication Party (including, without duplication, Overnight
Advances made by such Syndication Party in its capacity as an Overnight Lender), (b) the aggregate
outstanding principal amount of all 364-Day Bid Advances made by such Syndication Party, and (c)
all of such Syndication Partys Committed 364-Day Advances. 1.115Individual Outstanding 5-Year Obligations: shall mean with respect to any
Syndication Party the total at any time, without duplication, of (a) the aggregate outstanding
principal amount of all 5-Year Advances made by such Syndication Party, (b) the aggregate
outstanding principal amount of all 5-Year Bid Advances made by such Syndication Party, (c) the
undrawn face amount of all outstanding Negotiated Letters of Credit as to which such Syndication
Party is the Issuing Syndication Party, (d) such Syndication Partys 5-Year Pro Rata Share of the
undrawn face amount of all outstanding Committed Letters of Credit; and (e) all of such Syndication
Partys Committed 5-Year Advances. 1.116Individual 364-Day Pro Rata Share: shall mean with respect to any Syndication
Party a fraction, expressed as a percentage (rounded to 9 decimal points), where the numerator is 10




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such Syndication Partys Individual 364-Day Commitment less such Syndication Partys Individual
Outstanding 364-Day Obligations; and the denominator is the 364-Day Commitment less the sum of the
Individual Outstanding 364-Day Obligations of all of the Syndication Parties, determined (a) in the
case of LIBO Rate Loans, at 12:00 noon (Central time) on the Banking Day Borrower delivers a
364-Day Borrowing Notice pursuant to which Borrower requests such LIBOR Loan, and (b) in all other
cases, 12:00 noon (Central time) on the Banking Day Borrower delivers a 364-Day Borrowing Notice or
a Bid Request or requests a Letter of Credit under the 364-Day Facility. 1.117Individual 5-Year Pro Rata Share: shall mean with respect to any Syndication
Party a fraction, expressed as a percentage (rounded to 9 decimal points), where the numerator is
such Syndication Partys Individual 5-Year Commitment less such Syndication Partys Individual
Outstanding 5-Year Obligations; and the denominator is the 5-Year Commitment less the sum of the
Individual Outstanding 5-Year Obligations of all of the Syndication Parties, determined (a) in the
case of LIBO Rate Loans, at 12:00 noon (Central time) on the Banking Day Borrower delivers a 5-Year
Borrowing Notice pursuant to which Borrower requests such LIBOR Loan, and (b) in all other cases,
12:00 noon (Central time) on the Banking Day Borrower delivers a 5-Year Borrowing Notice or
requests a Letter of Credit under the 5-Year Facility. 1.118Intellectual Property: shall have the meaning set forth in Section 10.18. 1.119Investment: means, with respect to any Person, (a) any loan or advance by such
Person to any other Person, (b) the purchase or other acquisition by such Person of any capital
stock, obligations or securities of, or any capital contribution to, or investment in, or the
acquisition by such Person of all or substantially all of the assets of, or any interest in, any
other Person, (c) any performance or standby letter of credit where (i) that Person has the
reimbursement obligation to the issuer, and (ii) the proceeds of such letter of credit are to be
used for the benefit of any other Person, (d) the agreement by such
Person to make funds available for the benefit of another Person to either cover cost overruns
incurred in connection with the construction of a project or facility, or to fund a debt service
reserve account, (e) the agreement by such Person to assume, guarantee, endorse or otherwise be or
become directly or contingently responsible or liable for the obligations or debts of any other
Person (other than by endorsement for collection in the ordinary course of business), (f) an
agreement to purchase any obligations, stocks, assets, goods or services but excluding an agreement
to purchase any assets, goods or services entered into in the ordinary course of business, (g) an
agreement to supply or advance any assets, goods or services not in the ordinary course of
business, or (h) an agreement to maintain or cause such Person to maintain a minimum working
capital or net worth or otherwise to assure the creditors of any Person against loss. 1.120Issuance Fee: shall be, with respect to each Committed Letter of Credit, the
greater of (a) $2,500.00; or (b) the face amount of such Letter of Credit multiplied by 20 basis
points. 1.121Issuing Syndication Party: shall have the meaning set forth in Section 5.3. 1.122LC Commitment: shall be $75,000,000.00. 11




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1.123LC Confirmation: shall have the meaning set forth in Section 4.12. 1.124LC Confirmation Commitment: means $6,000,000.00. 1.125Letters of Credit: collectively all Committed Letters of Credit, and all
Negotiated Letters of Credit, outstanding at any time. 1.126Letter of Credit Bank: CoBank, ACB. 1.127LIBO Rate: the rate for deposits in U.S. dollars with maturities comparable to
the selected LIBO Rate Period as quoted by the British Bankers Association for the purpose of
displaying London Interbank Offered Rates for U.S. Dollar deposits, determined effective as of
11:00 A.M. (London Time) on the day which is two (2) Banking Days prior to the first day of each
LIBO Rate Period, reserve adjusted for Regulation D on a demonstrated basis, with such rate
modified by adding the 364-Day Margin or the 5-Year Margin, depending on whether the LIBO Rate Loan
is being made under the 364-Day Facility or the 5-Year Facility, respectively. 1.128LIBO Rate Loan: shall have the meaning set forth in Subsection 6.1.2. 1.129LIBO Rate Period: shall have the meaning set forth in Subsection 6.1.2. 1.130LIBO Request: shall have the meaning set forth in Subsection 6.1.2. 1.131Licensing Laws: shall have the meaning set forth in Section 10.4. 1.132Lien: means with respect to any asset any mortgage, deed of trust, pledge,
security interest, hypothecation, assignment for security purposes, encumbrance, lien (statutory or
other), or other security agreement or charge, or encumbrance of any kind or nature whatsoever
(including, without limitation, any conditional sale, Capital Lease or other title retention
agreement related to such asset). 1.133Loans: shall mean, collectively, all Bid Advances, all Base Rate Loans, all
LIBO Rate Loans, and all Overnight Loans outstanding at any time. 1.134Loan Documents: this Credit Agreement and the Notes. 1.135Material Adverse Effect: means a material adverse effect on (a) the financial
condition, results of operation, business or property of Borrower; or (b) on the ability of
Borrower to perform its obligations under this Credit Agreement and the other Loan Documents; or
(c) on the ability of the Administrative Agent or the Syndication Parties to enforce their rights
and remedies against Borrower under the Loan Documents. 1.136Material Agreements: all agreements of Borrower, the termination or breach of
which, based upon Borrowers knowledge as of the date of making any representation with respect
thereto, would have a Material Adverse Effect. 12




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1.137Multiemployer Plan: means a Plan meeting the definition of a multiemployer
plan in Section 3(37) of ERISA. 1.138NCRA: shall have the meaning set forth in Section 13.5. 1.139Negotiated LC Request: shall have the meaning set forth in Subsection 5.1.2. 1.140Negotiated Letter of Credit: shall mean a letter of credit issued by a
Syndication Party pursuant to the provisions of Sections 5.1 and 5.3 hereof and shall include all
Existing Letters of Credit as to which such Syndication Party was the Issuing Syndication Party. 1.141Non-US Lender: shall have the meaning set forth in Section 16.32. 1.142Note or Notes: the 364-Day Facility Notes and/or the 5-Year Facility Notes, as
applicable, and all amendments, renewals, substitutions and extensions thereof. 1.143OFAC: shall have the meaning set forth in Section 12.15. 1.144Operating Lease: means any lease of property (whether real, personal or mixed)
by a Person under which such Person is lessee, other than a Capital Lease. 1.145Organization Documents: in the case of a corporation, its articles or
certificate of incorporation and bylaws; in the case of a partnership, its partnership agreement
and certificate of limited partnership, if applicable; in the case of a limited liability company,
its articles of organization and its operating agreement. 1.146Other List.: shall have the meaning set forth in Section 12.15. 1.147Original Effective Date.: shall have the meaning set forth in Recital A. 1.148Overnight Advance.: shall have the meaning set forth in Section 4.10. 1.149Overnight Advance Request.: shall have the meaning set forth in Section 4.10. 1.150Overnight Funding Commitment.: shall mean $20,000,000.00. 1.151Overnight Lender.: shall mean CoBank. 1.152Overnight Maturity Date.: shall have the meaning set forth in Section 4.10. 1.153Overnight Rate.: shall have the meaning set forth in Section 4.10. 1.154Payment Account.: shall have the meaning set forth in Section 16.11. 1.155Payment Distribution.: shall have the meaning set forth in Section 16.11. 1.156PBGC.: shall have the meaning set forth in Section 10.10. 13




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1.157Permitted Encumbrance.: shall have the meaning set forth in Section 13.3. 1.158Person: any individual, sole proprietorship, partnership, joint venture, trust,
unincorporated organization, association, corporation, limited liability company, cooperative
association, institution, government or governmental agency (whether national, federal, state,
provincial, country, city, municipal or otherwise, including without limitation, and
instrumentality, division, agency, body or department thereof), or other entity. 1.159Plan: means any plan, agreement, arrangement or commitment which is an employee
benefit plan, as defined in Section 3(3) of ERISA, maintained by Borrower or any Subsidiary or any
ERISA Affiliate or with respect to which Borrower or any Subsidiary or any ERISA Affiliate at any
relevant time has any liability or obligation to contribute. 1.160Platform: shall have the meaning set forth in Subsection 17.16.2. 1.161Potential Default: any event, other than an event described in Section 15.1(a)
hereof, which with the giving of notice or lapse of time, or both, would become an Event of
Default. 1.162Prohibited Transaction: means any transaction prohibited under Section 406 of
ERISA or Section 4975 of the Code. 1.163Reallocation: shall have the meaning set forth in Section 17.17. 1.164Reduction: shall have the meaning set forth in Section 16.35. 1.165Regulatory Change: shall have the meaning set forth in Section 17.12. 1.166Replacement Lender: shall have the meaning set forth in Section 16.33. 1.167Reportable Event: means any of the events set forth in Section 4043(b) of ERISA
or in the regulations thereunder. 1.168Requested 364-Day Advance: shall mean the amount of Advance requested by
Borrower in any 364-Day Borrowing Notice. 1.169Requested 5-Year Advance: shall mean the amount of Advance requested by
Borrower in any 5-Year Borrowing Notice. 1.170Required Lenders: shall mean Syndication Parties (including Voting
Participants) whose aggregate Individual 364-Day Commitments and Individual 5-Year Commitments
constitute fifty-one percent (51.0%) of the Aggregate Commitment; provided that the number of
Syndication Parties (including Voting Participants) which constitute the Required Lenders must be
the lesser of (i) all, or (ii) no fewer than three (3), if fewer than three (3) Syndication Parties
(including Voting Participants) would constitute fifty-one percent (51.0%) of the aggregate
Individual 364-Day Commitments and Individual 5-Year Commitments. Pursuant to Section 16.29
hereof, Voting Participants shall, under the circumstances set forth therein, be entitled to 14




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voting
rights and to be included in determining whether certain action is being taken by the Required
Lenders. 1.171Required License: shall have the meaning set forth in Section 10.09. 1.172Restricted Subsidiary: shall mean those Subsidiaries identified on Exhibit
1.172 hereto, as it may be amended from time to time with the prior written consent of
Borrower, the Administrative Agent and the Required Lenders. 1.173SDN List: shall have the meaning set forth in Section 12.15. 1.174Subsidiary: means with respect to any Person: (a) any corporation in which
such Person, directly or indirectly, (i) owns more than fifty percent (50%) of the outstanding
stock thereof, or (ii) has the power under ordinary circumstances to elect at least a majority of
the directors thereof, or (b) any partnership, association, joint venture, limited liability
company, or other unincorporated organization or entity, other than Ventura Foods, LLC, with
respect to which such Person, (i) directly or indirectly owns more than fifty percent (50%) of the
equity interest thereof, or (ii) directly or indirectly owns an equity interest in an amount
sufficient to control the management thereof. All of Borrowers Subsidiaries owned as of the
Closing Date are set forth on Exhibit 1.174 hereto. 1.175Successor Agent: such Person as may be appointed as successor to the rights and
duties of the Administrative Agent as provided in Section 16.23 of this Credit Agreement. 1.176Syndication Acquisition Agreement: shall have the meaning set forth in Section
16.28. 1.177Syndication Interest: shall have the meaning set forth in Section 16.1. 1.178Syndication Parties: shall mean those entities listed on Schedule 1
hereto as having an Individual 364-Day Commitment and/or an Individual 5-Year Commitment, and such
Persons as shall from time to time execute a Syndication Acquisition Agreement substantially in the
form of Exhibit 16.28 hereto signifying their election to purchase all or a portion of the
Syndication Interest of any Syndication Party, in accordance with Section 16.28 hereof, and to
become a Syndication Party hereunder. 1.179Syndication Party Advance Date: shall have the meaning set forth in Section
16.2. 1.180Term Loan Credit Agreement: shall mean that certain Credit Agreement (Term
Loan) dated as of June 1, 1998 by and between Borrower (f/k/a Cenex Harvest States Cooperatives)
and St. Paul Bank, as administrative agent for all syndication parties thereunder, and as a
syndication party thereunder, CoBank, and the other syndication parties set forth on the signature
pages thereto, as by the First Amendment through the Seventh Amendment and as amended from time to
time thereafter. 1.181364-Day Advance: shall have the meaning set forth in Subsection 2.1. 15




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1.182364-Day Availability Period: shall mean the period from the Closing Date until
the 364-Day Maturity Date. 1.183364-Day Bid Advance: shall have the meaning set forth in Section 4.1. 1.184364-Day Bid Loan: shall have the meaning set forth in Section 4.1. 1.185364-Day Borrowing Notice: shall have the meaning set forth in Section 2.3. 1.186364-Day Commitment: shall be $700,000,000.00, subject to reduction as provided
in Section 2.8 hereof. 1.187364-Day Facility: shall mean the loan facility made available to Borrower under
Article 2 of this Agreement. 1.188364-Day Facility Fee Factor: the 364-Day Facility Fee Factor determined as set
forth in Schedule 2 hereto and Section 6.6 hereof. 1.189364-Day Facility Fee: shall have the meaning set forth in Subsection 6.5.1. 1.190364-Day Facility Note(s): shall have the meaning set forth in Section 2.4. 1.191364-Day Funding Notice: shall have the meaning set forth in Section 2.3. 1.192364-Day Margin: the 364-Day Margin determined as set forth in Schedule
2 hereto and Section 6.6 hereto. 1.193364-Day Maturity Date: May 18, 2006. 1.1942003 Credit Agreement: shall have the meaning set forth in Recital A. 1.195Transfer: shall have the meaning set forth in Section 16.28. 1.196USA Patriot Act: shall have the meaning set forth in Subsection 10.24.1. 1.197Voting Participant: shall have the meaning set forth in Section 16.29. 1.198Wire Instructions: shall have the meaning set forth in Section 16.30. ARTICLE 2. 364-DAY FACILITY 2.1364-Day Facility Loan. On the terms and conditions set forth in this Credit
Agreement, and so long as no Event of Default or Potential Default has occurred (or if a Potential
Default or an Event of Default has occurred, it has been waived in writing by the Administrative
Agent pursuant to the provisions of Section 16.10 hereof), each of the Syndication Parties
severally agrees to advance funds under the 364-Day Facility (each a 364-Day Advance) upon
receipt of a 364-Day Funding Notice from time to time during the 364-Day Availability Period,
subject to the following limits: 16




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2.1.1Individual Syndication Party 364-Day Commitment. No Syndication Party shall be
required or permitted to make a 364-Day Advance which would exceed its Individual 364-Day Lending
Capacity as in effect at the time of the Administrative Agents receipt of the 364-Day Borrowing
Notice requesting such Advance. 2.1.2Individual Syndication Party 364-Day Pro Rata Share. No Syndication Party shall
be required or permitted to fund a 364-Day Advance under the 364-Day Facility in excess of an
amount equal to its Individual 364-Day Pro Rata Share multiplied by the amount of the requested
364-Day Advance. Each Syndication Party agrees to fund its Individual 364-Day Pro Rata Share of
each 364-Day Advance, except as provided in Section 4.10 hereof regarding Overnight Loans and in
Article 4 hereof regarding 364-Day Bid Advances. 2.2364-Day Commitment. Borrower shall not be entitled to request a 364-Day Advance
in an amount which, when added to the aggregate Individual Outstanding 364-Day Obligations of all
Syndication Parties, would exceed the 364-Day Commitment. 2.3364-Day Borrowing Notice; Funding Notice. Borrower shall give the Administrative
Agent prior written notice by facsimile (effective upon receipt) of each request for a 364-Day
Advance (a) in the case of a Base Rate Loan, on or before 11:00 A.M. (Central time) on the day of
making such Base Rate Loan, and (b) in the case of a LIBO Rate Loan, on or before 11:00 A.M.
(Central time) at least three (3) Banking Days prior to the date of making such LIBO Rate Loan.
Each notice must be in substantially the form of Exhibit 2.3 hereto (364-Day Borrowing
Notice) and must specify (w) the amount of such 364-Day Advance, (x) the proposed date of making
such 364-Day Advance, (y) whether Borrower requests that the 364-Day Advance will bear interest at
(i) the Base Rate (the amount that is to bear interest at the Base Rate must be a minimum of
$10,000,000.00 and in incremental multiples of $1,000,000.00) or (ii) the LIBO Rate (the amount
that is to bear interest at the LIBO Rate must be a minimum of $10,000,000.00 and in incremental
multiples of $1,000,000.00), and (z) in the case of a LIBO Rate Loan, the initial LIBO Rate Period
applicable thereto. The Administrative Agent shall, on or before 12:00 noon (Central time) of the
same Banking Day, notify each Syndication Party (364-Day Funding Notice) of its receipt of each
such 364-Day Borrowing Notice and the amount of such Syndication Partys Funding Share thereunder.
Not later than 2:00 P.M. (Central time) on the date of a 364-Day Advance, each Syndication Party
will make available to the Administrative Agent at the Administrative Agents Office, in
immediately available funds, such Syndication Partys Funding Share of such 364-Day Advance. After
the Administrative Agents receipt of such funds, but not later than 3:00 P.M. (Central time), and
upon fulfillment of the applicable conditions set forth in Article 11 hereof, the Administrative
Agent will make such 364-Day Advance available to Borrower, in immediately available funds, and
will transmit such funds by wire transfer to Borrowers Account. A 364-Day Advance may be
requested by the Overnight Lender as provided in Section 4.10 hereof, by a written notice to the
Administrative Agent generally complying with the requirements set forth above for a 364-Day
Borrowing Notice, provided that such amount shall bear interest at the Base Rate. Thereafter the
Administrative Agent shall send out a 364-Day Funding Notice, each Syndication Party shall make
available to the Administrative Agent such Syndication Partys Funding Share thereof as provided
above, and the Administrative Agent shall transmit such funds by wire transfer to the Overnight
Lender. 17




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2.4364-Day Facility Promissory Notes. Borrowers obligations to each Syndication
Party under the 364-Day Facility, including Borrowers payment obligations with respect to all
364-Day Advances made by such Syndication Party, all Overnight Advances made by the Overnight
Lender, and all 364-Day Bid Advances made by each Syndication Party shall be evidenced by, and
repaid with interest in accordance with, a promissory note of Borrower in substantially the form of
Exhibit 2.4 hereto duly completed, in the stated maximum principal amount equal to such
Syndication Partys Individual 364-Day Facility Commitment, dated the date of this Credit
Agreement, payable to such Syndication Party for the account of its Applicable Lending Office, and
maturing as to principal on the 364-Day Maturity Date (each a 364-Day Facility Note and
collectively, the 364-Day Facility Notes). 2.5Advances Under 2003 Credit Agreement. The aggregate principal amount owing on the
Closing Date under the 2003 Credit Agreement on account of 364-Day Advances (as such term is
defined in the 2003 Credit Agreement), after Borrower has made any payments required under Section
17.17 hereof, shall
be treated as 364-Day Advances hereunder bearing interest from the Closing Date at the Base
Rate or the LIBO Rate and for the LIBO Rate Period, in each case as was applicable thereto under
the 2003 Credit Agreement. 2.6Syndication Party Records. Each Syndication Party shall record on its books and
records the amount of each 364-Day Advance (including Overnight Advances with respect to those
Syndication Parties which are also Overnight Lenders), the rate and interest period applicable
thereto, all payments of principal and interest, and the principal balance from time to time
outstanding. Each Syndication Partys record thereof shall be prima facie evidence as to all such
amounts and shall be binding on Borrower absent manifest error. Notwithstanding the foregoing,
Borrower will never be required to pay to any Syndication Party as principal more than the
principal amount of the 364-Day Advances, 364-Day Bid Advances, and Overnight Advances funded by
such Syndication Party. 2.7Use of Proceeds. The proceeds of the 364-Day Advances will be used by Borrower to
fund working capital requirements, and for general corporate purposes, and to payoff Overnight
Advances (at the request of either Borrower or the Overnight Lender), and Borrower agrees not to
request or use such proceeds for any other purpose. Borrower will not, directly or indirectly, use
any part of such proceeds for the purpose of purchasing or carrying any margin stock within the
meaning of Regulation U of the Board of Governors or to extend credit to any Person for the purpose
of purchasing or carrying any such margin stock. 2.8Syndication Party Funding Failure. The failure of any Syndication Party to fund
its Funding Share of any requested 364-Day Advance or to fund any 364-Day Bid Advance to be made by
it on the date specified for such Advance shall not relieve any other Syndication Party of its
obligation (if any) to fund its Funding Share of any Advance on such date, but, except as provided
in Sections 4.7 and 4.11 hereof, no Syndication Party shall be responsible for the failure of any
other Syndication Party to make any Advance to be made by such other Syndication Party. 2.9Reduction of 364-Day Commitment. Borrower may, by written facsimile notice to the
Administrative Agent on or before 10:00 A.M. (Central time) on any Banking Day, 18




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irrevocably reduce
the 364-Day Commitment; provided that (a) such reduction must be in multiples of one-million
dollars ($1,000,000.00), and (b) Borrower must simultaneously make any principal payment necessary
(along with any applicable Funding Losses on account of such principal payment) so that (i) the
aggregate amount of the Individual Outstanding 364-Day Obligations of all Syndication Parties does
not exceed the reduced 364-Day Commitment on the date of such reduction, and (ii) the Individual
Outstanding 364-Day Obligations owing to any Syndication Party do not exceed the Individual 364-Day
Commitment of that Syndication Party (after reduction thereof in accordance with the following
sentence). In the event the 364-Day Commitment is reduced as provided in the preceding sentence,
then the Individual 364-Day Commitment of each Syndication Party shall be reduced in the same
proportion as the Individual 364-Day Commitment of such Syndication Party bears to the 364-Day
Commitment before such reduction. ARTICLE 3. 5-YEAR FACILITY 3.15-Year Facility Loan. On the terms and conditions set forth in this Credit
Agreement, and so long as no Event of Default or Potential Default has occurred (or if a Potential
Default or an Event of Default has occurred, it has been waived in writing by the Administrative
Agent pursuant to the provisions of Section 16.10 hereof), each of the Syndication Parties
severally agrees to advance funds under the 5-Year Facility (each a 5-Year Advance) upon receipt
of a 5-Year Funding Notice from time to time during the 5-Year Availability Period, subject to the
following limits: 3.1.1Individual Syndication Party 5-Year Commitment. No Syndication Party shall be
required or permitted to make a 5-Year Advance which would exceed its Individual 5-Year Lending
Capacity as in effect at the time of the Administrative Agents receipt of the 5-Year Borrowing
Notice requesting such Advance. 3.1.2Individual Syndication Party 5-Year Pro Rata Share. No Syndication Party shall
be required or permitted to fund a 5-Year Advance under the 5-Year Facility in excess of an amount
equal to its Individual 5-Year Pro Rata Share multiplied by the amount of the requested 5-Year
Advance. Each Syndication Party agrees to fund its Individual 5-Year Pro Rata Share of each 5-Year
Advance, except as provided in Article 4 hereof regarding 5-Year Bid Advances. 3.25-Year Commitment. Borrower shall not be entitled to request a 5-Year Advance in
an amount which, when added to the aggregate Individual Outstanding 5-Year Obligations of all
Syndication Parties, would exceed the 5-Year Commitment. 3.35-Year Borrowing Notice. Borrower shall give the Administrative Agent prior
written notice by facsimile (effective upon receipt) of each request for a 5-Year Advance (a) in
the case of a Base Rate Loan, on or before 11:00 A.M. (Central time) on the day of making such Base
Rate Loan, and (b) in the case of a LIBO Rate Loan, on or before 11:00 A.M. (Central time) at least
three (3) Banking Days prior to the date of making such LIBO Rate Loan. Each notice must be in
substantially the form of Exhibit 3.3 hereto (5-Year Borrowing Notice) and must specify
(w) the amount of such Advance, (x) the proposed date of making such Advance, (y) whether Borrower
requests that the Advance will bear interest at (i) the Base Rate (the 19




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amount that is to bear
interest at the Base Rate must be a minimum of $10,000,000.00 and in incremental multiples of
$1,000,000.00) or (ii) the LIBO Rate (the amount that is to bear interest at the LIBO Rate must be
a minimum of $10,000,000.00 and in incremental multiples of $1,000,000.00), and (z) in the case of
a LIBO Rate Loan, the initial LIBO Rate Period applicable thereto. The Administrative Agent shall,
on or before 12:00 noon (Central time) of the same Banking Day, notify each Syndication Party
(5-Year Funding Notice) of its receipt of each such 5-Year Borrowing Notice and the amount of
such Syndication Partys Funding Share thereunder. Not later than 2:00 P.M. (Central time) on the
date of a 5-Year Advance, each Syndication Party will make available to the Administrative Agent at
the Administrative Agents Office, in immediately available funds, such Syndication Partys Funding
Share of such 5-Year Advance. After the Administrative Agents receipt of
such funds, but not later than 3:00 P.M. (Central time), and upon fulfillment of the
applicable conditions set forth in Article 11 hereof, the Administrative Agent will make such
5-Year Advance available to Borrower, in immediately available funds, and will transmit such funds
by wire transfer to Borrowers Account. A 5-Year Advance may be requested by the Overnight Lender
as provided in Section 4.10 hereof, by a written notice to the Administrative Agent generally
complying with the requirements set forth above for a 5-Year Borrowing Notice, provided that such
amount shall bear interest at the Base Rate. Thereafter the Administrative Agent shall send out a
5-Year Funding Notice, each Syndication Party shall make available to the Administrative Agent such
Syndication Partys Funding Share thereof as provided above, and the Administrative Agent shall
transmit such funds by wire transfer to the Overnight Lender. 3.45-Year Facility Promissory Notes. Borrowers obligations to each Syndication
Party under the 5-Year Facility, including Borrowers payment obligations with respect to all
5-Year Advances made by each Syndication Party shall be evidenced by, and repaid with interest in
accordance with, a promissory note of Borrower in substantially the form of Exhibit 3.4
hereto duly completed, in the stated maximum principal amount equal to such Syndication Partys
Individual 5-Year Facility Commitment, dated the date such Syndication Party becomes a Syndication
Party, payable to such Syndication Party for the account of its Applicable Lending Office, and
maturing as to principal on the 5-Year Maturity Date (each a 5-Year Facility Note and
collectively, the 5-Year Facility Notes). 3.5Advances Under 2003 Credit Agreement. The aggregate principal amount owing on the
Closing Date under the 2003 Credit Agreement on account of 3-Year Advances (as such term is defined
in the 2003 Credit Agreement) , after Borrower has made any payments required under Section 17.17
hereof, shall be treated as 5-Year Advances hereunder bearing interest at the Base Rate or the LIBO
Rate and for the LIBO Rate Period, in each case as was applicable thereto under the 2003 Credit
Agreement. 3.6Syndication Party Records. Each Syndication Party shall record on its books and
records the amount of each 5-Year Advance and any unreimbursed obligations to such Syndication
Party with respect to payments by such Syndication Party under Negotiated Letters of Credit issued
by such Syndication Party made by it hereunder, the rate and interest period applicable thereto,
all payments of principal and interest, and the principal balance from time to time outstanding.
The Syndication Partys record thereof shall be prima facie evidence as to all such amounts and
shall be binding on Borrower absent manifest error. Notwithstanding the 20




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foregoing, Borrower will
never be required to pay as principal more than the principal amount of the 5-Year Advances and
5-Year Bid Advances funded by such Syndication Party and any unreimbursed obligations to such
Syndication Party with respect to payments by such Syndication Party under Negotiated Letters of
Credit issued by such Syndication Party. 3.7Use of Proceeds. The proceeds of the 5-Year Loans will be used by Borrower to
fund working capital requirements, for general corporate purposes, to support the issue of Letters
of Credit, and to payoff Overnight Advances (at the request of either Borrower or the Overnight
Lender), and Borrower agrees not to request or use
such proceeds for any other purpose. Borrower will not, directly or indirectly, use any part
of such proceeds for the purpose of purchasing or carrying any margin stock within the meaning of
Regulation U of the Board of Governors or to extend credit to any Person for the purpose of
purchasing or carrying any such margin stock. 3.8Syndication Party Funding Failure. The failure of any Syndication Party to fund
its Funding Share of any requested 5-Year Advance or 5-Year Bid Advance to be made by it on the
date specified for such Advance shall not relieve any other Syndication Party of its obligation (if
any) to fund its Funding Share of any Advance on such date, but, except as provided in Sections 4.7
and 4.11 hereof, no Syndication Party shall be responsible for the failure of any other Syndication
Party to make any Advance to be made by such other Syndication Party. 3.9Reduction of 5-Year Commitment. Borrower may, by written facsimile notice to the
Administrative Agent on or before 10:00 A.M. (Central time) on any Banking Day, irrevocably reduce
the 5-Year Commitment; provided that (a) such reduction must be in multiples of one-million dollars
($1,000,000.00), and (b) Borrower must simultaneously make any principal payment necessary (along
with any applicable Funding Losses on account of such principal payment) so that (i) the aggregate
amount of the Individual Outstanding 5-Year Obligations of all Syndication Parties does not exceed
the reduced 5-Year Commitment on the date of such reduction, and (ii) the Individual Outstanding
5-Year Obligations owing to any Syndication Party do not exceed the Individual 5-Year Commitment of
that Syndication Party (after reduction thereof in accordance with the following sentence). In the
event the 5-Year Commitment is reduced as provided in the preceding sentence, then the Individual
5-Year Commitment of each Syndication Party shall be reduced in the same proportion as the
Individual 5-Year Commitment of such Syndication Party bears to the 5-Year Commitment before such
reduction. ARTICLE 4. BID RATE FACILITY; OVERNIGHT FACILITY 4.1364-Day Facility Bid Rate Loans. Subject to the terms and conditions of this
Agreement, including the procedures set forth in Article 4 hereof, and so long as no Event of
Default or Potential Default has occurred (or if a Potential Default or an Event of Default has
occurred, it has been waived in writing by the Administrative Agent in accordance with the
provisions of Section 16.10 hereof), each Syndication Party may in its sole discretion make
Advances (each Advance made by a Syndication Party pursuant to this Section a 364-Day Bid Advance
and the total of such Advances made by the Syndication Parties the 364-Day Bid Loans) to Borrower
from time to time during the 364-Day Availability Period, provided that: 21




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4.1.1Individual 364-Day Commitment. No Syndication Party shall be permitted to make
a 364-Day Bid Advance under the 364-Day Facility which, when added to its aggregate Individual
Outstanding 364-Day Obligations, would exceed such Syndication Partys Individual 364-Day
Commitment. 4.1.2364-Day Commitment. Borrower may not make a 364-Day Bid Request in an amount
which, when added to the aggregate
Individual Outstanding 364-Day Obligations of all Syndication Parties, would exceed the
364-Day Commitment. 4.1.3Amounts. Each 364-Day Bid Request shall be in an amount at least equal to five
million dollars ($5,000,000) and in integral multiples of one million dollars ($1,000,000), and
each 364-Day Bid shall be in an amount at least equal to one million dollars ($1,000,000) or the
amount remaining under the Individual 364-Day Commitment of the Syndication Party submitting such
364-Day Bid, if less. Each 364-Day Bid Advance made by a Syndication Party will be in the amount
of its Bids, or portions thereof, under the 364-Day Facility that are accepted by Borrower in
accordance with Section 4.5 hereof. 4.25-Year Facility Bid Rate Loans. Subject to the terms and conditions of this
Agreement, including the procedures set forth in Article 4 hereof, each Syndication Party may in
its sole discretion make Advances (each Advance made by a Syndication Party pursuant to this
Section a 5-Year Bid Advance and the total of such Advances made by the Syndication Parties the
5-Year Bid Loans) to Borrower from time to time during the 5-Year Availability Period, provided
that: 4.2.1Individual 5-Year Commitment. No Syndication Party shall be permitted to make a
5-Year Bid Advance under the 5-Year Facility which, when added to its aggregate Individual
Outstanding 5-Year Obligations, would exceed such Syndication Partys Individual 5-Year Commitment. 4.2.25-Year Commitment. Borrower may not make a 5-Year Bid Request in an amount
which, when added to the aggregate Individual Outstanding 5-Year Obligations of all Syndication
Parties, would exceed the 5-Year Commitment. 4.2.3Amounts. Each 5-Year Bid Request shall be in an amount at least equal to five
million dollars ($5,000,000) and in integral multiples of one million dollars ($1,000,000), and
each 5-Year Bid shall be in an amount at least equal to one million dollars ($1,000,000) or the
amount remaining under the Individual 5-Year Commitment of the Syndication Party submitting such
5-Year Bid, if less. Each 5-Year Bid Advance made by a Syndication Party will be in the amount of
its Bids, or portions thereof, under the 5-Year Facility that are accepted by Borrower in
accordance with Section 4.5 hereof. 4.3Bid Request. No more frequently than once each Banking Day, Borrower may request
offers from all Syndication Parties which have an Individual Commitment in the Facility under which
the offers are being requested, acting severally and not jointly, to make Bid Advances under such
Facility by giving the Bid Agent notice by facsimile (effective upon receipt), substantially in the
form of Exhibit 4.3 hereto (Bid Request) on or before 9:00 A.M. 22




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(Central time) on the
Banking Day the proposed Bid Rate Loan is to be made. By 9:30 A.M. (Central time) of the same
Banking Day, the Bid Agent shall, by facsimile transmission, send to all of the Syndication Parties
eligible to receive a Bid Request a copy of such Bid Request. Each Bid Request must specify (a)
the Facility under which the Bid Advances are being requested, (b) the total amount of such
requested Bid Advances, (c) the individual amount of each requested Bid Advance with a different
proposed Bid Maturity Date,
(d) the proposed Banking Day of making such Bid Advance (which shall be the same Banking Day
on which the Bid Request is submitted), and (e) the proposed maturity dates for such Bid Advances
(each a Bid Maturity Date) which must be Banking Days and which must not extend (i) more than
thirty (30) days beyond the 364-Day Maturity Date or (ii) more than thirty (30) days beyond the
5-Year Maturity Date, as applicable. Borrower may request offers to make more than one Bid Rate
Loan (up to a maximum of five (5) Bid Rate Loans in a single Bid Request for each of the two
Facilities), each with a different Bid Maturity Date, in a single Bid Request. 4.4Bid Procedure. Each Syndication Party with an Individual Commitment in the
Facility under which the Bid Request is made may, in its sole discretion, submit to the Bid Agent a
written quote, substantially in the form of Exhibit 4.4 hereto (Bid), containing an offer
or offers to make one or more Bid Advances in a specified amount or amounts in response to such Bid
Request (and may elect to bid with respect to any or all Bid Advances with different Bid Maturity
Dates specified in the Bid Request); provided, however, each Syndication Party is limited to one
Bid submission per Bid Request (which may cover more than one Bid Maturity Date) and a Syndication
Party may not submit a Bid in an amount in excess of such Syndication Partys Individual 364-Day
Lending Capacity or Individual 5-Year Lending Capacity, as applicable. A Bid may set forth offers
for up to five (5) separate Bid Rates for each of the applicable Bid Advances, provided that each
Bid shall specify the aggregate principal amount of Bid Advances for all Bid Maturity Dates that
the Syndication Party submitting such Bid is willing to make at the interest rate or rates
specified in such Bid (each a Bid Rate) pursuant to such Bid. Each Bid by a Syndication Party
(other than by the Bid Agent acting in its capacity as a Syndication Party) must be submitted to
the Bid Agent by facsimile not later than 10:15 A.M. (Central time) on the same Banking Day. The
Bid Agent, in its capacity as a Syndication Party, may submit Bids; provided such Bids must be
finalized not later than 10:00 A.M. (Central time) on the same Banking Day. Each Bid shall be
irrevocable. The Bid Agent shall disregard a Bid if it (a) is not substantially in conformity with
Exhibit 4.4 hereto, (b) contains qualifying or conditional language, (c) proposes terms
other than or in addition to those set forth in the applicable Bid Request, or (d) arrives after
the applicable time set forth in this Section. By 10:30 A.M. (Central time) on the same Banking
Day, the Bid Agent shall send copies of all Bids to Borrower by facsimile (Bid Results Notice). 4.5Bid Acceptance Procedure. Not later than 11:00 A.M. (Central time) on the same
Banking Day, Borrower shall provide to the Bid Agent by facsimile notice, in the form of
Exhibit 4.5 hereto, of its acceptance or rejection of each of the Bids submitted to
Borrower by the Bid Results Notice (Bid Selection Notice). In the case of each acceptance the
Bid Selection Notice shall specify the aggregate principal amount of Bid Advances for each of the
Bids that are accepted. Regardless of the amounts or interest rates bid by any Syndication Party,
Borrower may accept or decline any Bid in whole or in part, provided that (a) the aggregate
principal amount of Bid Advances accepted may not exceed the applicable amount set forth in 23




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the
related Bid Request, and (b) Borrower may not accept any offer that fails to comply with this
Article 4. Bids not accepted by 11:00 A.M. will be irrevocably deemed to have been rejected by
Borrower. No later than 12:00 noon (Central time) on the same Banking Day, the Bid Agent shall
send, by facsimile, a copy of such Bid Selection Notice to the Administrative Agent and each
Syndication Party which submitted a Bid. 4.6Bid Rate Loan Funding. Not later than 2:00 P.M. (Central time) on the same
Banking Day, each Syndication Party that is to make one or more Bid Advances in accordance with the
Bid Selection Notice shall make available to the Administrative Agent at the Administrative Agents
Office, in immediately available funds, an amount sufficient to fund such Bid Advances. After the
Administrative Agents receipt of such funds, but not later than 3:00 P.M. (Central time), and upon
fulfillment of the applicable conditions set forth in Article 11 hereof, the Administrative Agent
will make the proceeds of such Bid Advances available to Borrower, in immediately available funds,
and will transmit such funds by wire transfer to Borrowers Account. 4.7Syndication Party Funding Failure. In the event any Syndication Party fails to
make any requested 364-Day Bid Advance or 5-Year Bid Advance to be made by it on the date specified
for such Advance, the Administrative Agent (in that capacity) will advance such funds to Borrower
on behalf of such Syndication Party in its role and capacity as the Administrative Agent, and
therefore notwithstanding limitations, if any, contained herein relating to the Administrative
Agent in its role as a Syndication Party, including its Individual 364-Day Commitment, Individual
5-Year Commitment, Individual 364-Day Lending Capacity, or Individual 5-Year Lending Capacity, as
applicable. In the event of the funding of any such Advance by the Administrative Agent, the
Syndication Party failing to fund such Advance will be treated as a Delinquent Syndication Party
under Section 16.4 hereof, and the Administrative Agent will be treated as a Contributing
Syndication Party under such Section. 4.8Bid Rate Loans  Bid Maturity Date Beyond Maturity Date. Notwithstanding any
other provision in this Credit Agreement that may be construed to the contrary, in the event that a
Syndication Party, at its sole discretion, makes a 364-Day Bid Advance or a 5-Year Bid Advance to
Borrower with a Bid Maturity Date later than the 364-Day Maturity Date or the 5-Year Maturity Date,
as applicable; and (a) (i) the 364-Day Maturity Date or the 5-Year Maturity Date, as applicable, is
subsequently extended by amendment to this Credit Agreement; and (ii) such Syndication Party does
not renew its Individual 364-Day Commitment or its Individual 5-Year Commitment, as applicable at a
level at least equal to the outstanding amount of such 364-Day Bid Advance or such 5-Year Bid
Advance, as applicable, then, in such case, such outstanding amount will be due and payable by
Borrower, and accepted by such Syndication Party, on the 364-Day Maturity Date or the 5-Year
Maturity Date, as applicable, (in each case as in effect prior to such extension thereof) without
any liability for Funding Losses on such amount; or (b) the 364-Day Maturity Date or the 5-Year
Maturity Date, as applicable, is not subsequently extended by amendment to this Credit Agreement,
then, in each such case, such outstanding amount will be repaid by Borrower in accordance with the
terms of this Credit Agreement (including provision for Funding Losses) and this Credit Agreement
will be deemed to continue in force for the limited purpose of facilitating such payments. 24




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4.9Failure to Implement Bid Process. In the event the Bid Agent fails to hold an
auction pursuant to a proper Bid Request, the Administrative Agent (in that capacity) will make an
Advance to Borrower on behalf of all Syndication Parties (with such Advance allocated between the
364-Day Facility and the 5-Year Facility in accordance with the allocations contained in the
applicable Bid Request), in the
amount of each Bid Advance requested in such Bid Request to bear interest at the then current
Base Rate to be repaid out of proceeds of Bid Advances on the next Banking Day, and will cause the
Bid Agent to hold the auction for such Bid Advances the following Banking Day. 4.10Overnight Advances. In addition to Borrowers right to request a 364-Day Advance
under Article 2 hereof or a 364-Day Bid Advance under Section 4.1 hereof, Borrower may, subject to
the terms and conditions of this Section, at any time before 2:30 P.M. (Central time) on a Banking
Day, request the Overnight Lender to make an Advance to Borrower under the 364-Day Facility on the
same Banking Day (Overnight Advance) in accordance with the provisions of this Section. Each
Banking Day by 10:30 A.M. (Central time) the Overnight Lender shall notify Borrower of the interest
rate (Overnight Rate) that it will charge on all Overnight Advances made that Banking Day.
Borrowers request for an Overnight Advance (Overnight Advance Request) may be made orally or in
writing by facsimile (if orally, shall be confirmed in writing on the same Banking Day), must be
directed to the Overnight Lender, and must specify (a) the amount of such Advance, and (b) the date
when such Overnight Advance will be due and payable (Overnight Maturity Date), which may not be
later than the fifth Banking Day thereafter. If Borrower submits an Overnight Advance Request, the
Overnight Lender shall promptly, but not later than 3:30 P.M. on the same Banking Day, fund such
Overnight Advance and advise the Administrative Agent in writing of the amount, Overnight Rate, and
Overnight Maturity Date of such Overnight Advance. Each Overnight Advance shall bear interest at
the applicable Overnight Rate and shall be payable in full, including interest, on the Overnight
Maturity Date applicable to such Overnight Advance. Such payment may, at Borrowers discretion,
and subject to the conditions of this Credit Agreement, be made by an Advance under the 364-Day
Facility or under the 5-Year Facility. Overnight Advances shall be made only by the Overnight
Lender. Borrowers entitlement to receive, and the Overnight Lenders obligation to fund, any
Overnight Advance shall be subject to the conditions and limitations set forth in Section 2.1
hereof and applicable to 364-Day Advances generally, and, in addition, the aggregate outstanding
principal amount of all such Overnight Advances shall not at any time exceed the Overnight Funding
Commitment. At the sole discretion of the Overnight Lender, any Overnight Advance may be paid off
at any time by a 364-Day Advance or by a 5-Year Advance requested by the Overnight Lender. 4.11Overnight Lender Funding Failure. In the event the Overnight Lender fails to
make any requested Overnight Advance to be made by it on the date specified for such Advance, the
Administrative Agent (in that capacity) may, in its sole and absolute discretion and in its role
and capacity of the Administrative Agent, advance such funds to Borrower on behalf of such
Overnight Lender, notwithstanding limitations, if any, contained herein relating to the
Administrative Agent in its role as a Syndication Party, including its Individual 364-Day
Commitment or Individual 364-Day Lending Capacity. In the event of any such advance by the
Administrative Agent, the Overnight Lender will be treated as a Delinquent Syndication Party under
Section 16.4 hereof, and the Administrative Agent will be treated as a Contributing Syndication
Party under such Section. 25




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4.12LC Confirmation Indemnification. In connection with any Export Grain
Transaction, Borrower may, subject to the terms and
conditions of this Section, at any time before 2:30 P.M. (Central time) on a Banking Day,
request CoBank (acting in its individual capacity and not as Administrative Agent or Syndication
Party) to confirm (LC Confirmation) the letter of credit issued by the applicable Importers bank
(Importer LC), in accordance with the provisions of this Section. Borrowers request for an LC
Confirmation (Confirmation Request) may be made orally or in writing by facsimile (if orally,
shall be confirmed in writing on the same Banking Day), must be directed to CoBank, with a copy to
the Administrative Agent, and must (a) identify (i) the Export Grain Transaction, (ii) the Importer
LC (and, if available, attach a copy of the Importer LC), and (iii) the issuer of the Importer LC,
in each case for which the LC Confirmation is being requested; (b) specify the dollar amount to be
covered by the LC Confirmation (Confirmation Amount), and (c) be accompanied by a written
confirmation from the U.S. Department of Agriculture that (i) the Export Grain Transaction has been
registered with the Commodity Credit Corporation (CCC) and the guarantee fee has been submitted
to the CCC. In the event CoBank has not received the Credit Guarantee Assurance letter issued by
the CCC (CCC Guarantee) and an assignment thereof to CoBank, on or before the thirtieth (30th)
day following the date of CoBanks issuance of the LC Confirmation (Indemnification Date),
Borrower shall promptly, but no later than 3:30 P.M. on the Banking Day following the
Indemnification Date, reimburse CoBank in full for the Confirmation Amount plus any additional
costs or fees incurred by CoBank in connection therewith (Borrower Indemnification Payment).
Such reimbursement may, at Borrowers discretion, but subject to the conditions of this Credit
Agreement, be made by an Advance under the 5-Year Facility. In the event the CCC Guarantee, and
written assignment thereof from Borrower to CoBank, with respect to a specific LC Confirmation is
received by CoBank on or before the Indemnification Date, Borrower shall have no further
obligations regarding such LC Confirmation. LC Confirmations shall be made only by CoBank and
CoBank shall be entitled to retain for its account the full amount of any fees charged to Borrower
for the issuance an any LC Confirmation. Borrowers entitlement to receive, and the CoBanks
obligation to issue, any LC Confirmation shall be subject to the conditions and limitations set
forth in Section 3.1 hereof and applicable to 5-Year Advances generally, and, in addition, the
aggregate amount of all outstanding LC Confirmations shall not at any time exceed the LC
Confirmation Commitment. Until such time as a CCC Guarantee is issued, or Borrower makes the
required Borrower Indemnification Payment with respect to a specific LC Confirmation, the
Confirmation Amount of such LC Confirmation shall be included in CoBanks Individual Outstanding
5-Year Obligations. LC Confirmations are not Letters of Credit for the purposes of this Agreement. ARTICLE 5. LETTER OF CREDIT FACILITY 5.1Letter of Credit Request. On the terms and conditions set forth in this Credit
Agreement, and so long as no Event of Default or Potential Default has occurred (or if a Potential
Default or an Event of Default has occurred, it has been waived in writing by the Administrative
Agent in accordance with the provisions of Section 16.10 hereof), Borrower may request the issuance
of one or more documentary letters of credit or standby letters of credit as Committed Letters of
Credit or as Negotiated Letters of Credit pursuant to the conditions and limitations set forth
below. 26




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5.1.1Request for Committed Letter of Credit. Borrower may request issuance of a
Committed Letter of Credit by providing, not later than 12:00 noon (Central time) on a Banking Day,
a written request therefore
(Committed LC Request) to the Administrative Agent and the Letter of Credit Bank. The
Committed LC Request shall set forth (a) the face amount and expiry date, (b) the beneficiary, (c)
the terms thereof, and (d) such other information as the Letter of Credit Bank shall request.
Committed Letters of Credit shall be issued under the 5-Year Facility. In no event may the expiry
date be later than 364 days past the 5-Year Maturity Date. 5.1.2Request for Negotiated Letter of Credit. Borrower may request issuance of a
Negotiated Letter of Credit by (a) providing, no later than 11:00 A.M. (Central time) on a Banking
Day, written notice to the Administrative Agent of (i) the face amount and expiry date of each
Negotiated Letter of Credit which Borrower desires be issued and (ii) the identity of the
Syndication Party or Parties from which Borrower intends to seek each such Negotiated Letter of
Credit; (b) receiving written or oral confirmation from the Administrative Agent, to be provided no
later than 11:30 A.M. (Central time), that each such Syndication Party has sufficient Individual
5-Year Lending Capacity to issue such Negotiated Letter(s) of Credit; and (c) following receipt of
the confirmation described in clause (b) above, but no later than 12:00 noon (Central time),
sending a written request (Negotiated LC Request) to each such Syndication Party requesting
issuance of such Negotiated Letter(s) of Credit. Such written request shall set forth (a) the face
amount and expiry date, (b) the beneficiary, (c) the terms thereof, and (d) such other information
as any such Syndication Party shall request. Negotiated Letters of Credit shall be issued under
the 5-Year Facility. In no event may the expiry date be later than 364 days past the 5-Year
Maturity Date. 5.1.3Purpose. Borrower may not request issuance of a Letter of Credit for other than
a purpose for which a 5-Year Advance could be requested under Section 3.6 hereof. 5.1.4Notification of the Administrative Agent Regarding Negotiated Letters of Credit.
No later than 3:00 P.M. (Central time) on the Banking Day of issuance, reissuance, renewal,
permanent reduction, or termination of a Negotiated Letter of Credit, both Borrower and the
Issuing Syndication Party shall notify the Administrative Agent by facsimile of such fact, and
the face amount (including the reduced face amount, as applicable), expiry date, name of
beneficiary, and name of Issuing Syndication Party with respect to such Negotiated Letter of
Credit. 5.2Committed Letters of Credit. No later than 1:00 P.M. (Central time) on the
Banking Day of the receipt by the Letter of Credit Bank of a Committed LC Request, it shall, if it
approves the form and substance thereof, issue the requested Committed Letter of Credit for any
expiry period from seven (7) days following the date of issuance to the date which is 364 days past
the 5-Year Maturity Date, subject to the following: 27




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5.2.1Available Amount. The face amount of the requested Committed Letter of Credit
may not exceed the lesser of (a) the amount determined by subtracting the aggregate Individual
Outstanding 5-Year Obligations of all Syndication Parties from the 5-Year Commitment, or (b) the
amount determined by subtracting the undrawn
face amount of all Letters of Credit and Existing Letters of Credit then outstanding
(including any Letter of Credit requested but not yet issued unless the Letter of Credit Bank has
declined to issue the Letter of Credit) from the LC Commitment. 5.2.2Availability. Committed Letters of Credit may be requested for issuance only
during the 5-Year Availability Period. 5.2.3Issuance Fee. Borrower shall pay at the time of the issuance or reissuance of
each Committed Letter of Credit the Issuance Fee therefore to be distributed to the Letter of
Credit Bank. 5.2.4Treatment of Draws. Each draw under a Committed Letter of Credit shall be
funded by each of the Syndication Parties as an Advance under the 5-Year Facility in accordance
with their respective Individual 5-Year Pro Rata Share as of the date of such draw. 5.3Negotiated Letters of Credit. Any Syndication Party may, in its sole discretion,
issue a Negotiated Letter of Credit (Issuing Syndication Party) for any expiry period from seven
(7) days following the date of issuance to the date which is 364 days past the 5-Year Maturity
Date, upon such terms and conditions as Borrower and such Issuing Syndication Party may agree;
provided that (x) all Negotiated Letters of Credit must be issued on a Banking Day, and may be
issued no earlier than 11:30 A.M. and no later than 2:30 P.M. (Central time), and (y) the issuance
of Negotiated Letters of Credit shall also be subject to the following: 5.3.1Available Amount. The face amount of the requested Negotiated Letter of Credit
may not exceed the lesser of (a) the amount determined by subtracting the aggregate Individual
Outstanding 5-Year Obligations of all Syndication Parties from the 5-Year Commitment, (b) an amount
which would exceed the Issuing Syndication Partys Individual 5-Year Lending Capacity, or (c) the
amount determined by subtracting the undrawn face amount of all Letters of Credit and Existing
Letters of Credit then outstanding (including any Committed Letter of Credit requested but not yet
issued unless the Letter of Credit Bank has declined to issue the Letter of Credit) from the LC
Commitment. Prior to the issuance of a Negotiated Letter of Credit, the Issuing Syndication
Party shall confirm with the Administrative Agent that the issuance of such Negotiated Letter
of Credit will not result in the limitations set forth in this Subsection being exceeded. 5.3.2Availability. Negotiated Letters of Credit may be requested for issuance only
during the 5-Year Availability Period. 5.3.3Fees. Borrower will be required to pay only such fees as the Issuing
Syndication Party and Borrower agree upon in connection with each such Negotiated Letter of Credit
and all such fees shall be collected by, paid to, and retained by the Issuing Syndication Party. 28




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5.3.4Treatment of Draws. Each draw under a Negotiated Letter of Credit shall be
treated as an Advance by the Issuing Syndication Party under the 5-Year Facility and shall bear
interest at the Base Rate until paid in full. 5.4Notice Regarding Negotiated Letters of Credit. No later than 3:00 P.M. (Central
time) on the Banking Day of issuance, reissuance, renewal, permanent reduction, or termination of a
Negotiated Letter of Credit, both Borrower and the Issuing Syndication Party shall notify the
Administrative Agent by facsimile of such fact, and the face amount (including the reduced face
amount, as applicable), expiry date, name of beneficiary, and name of Issuing Syndication Party
with respect to such Negotiated Letter of Credit. 5.5Existing Letters of Credit. Borrower and each Syndication Party agree that each
Existing Letter of Credit shall, as of the Closing Date: (a) if it was issued as a Negotiated
Letter of Credit under the 2003 Credit Agreement, be deemed to have been issued as a Negotiated
Letter of Credit under the 5-Year Facility, and that the actual issuer thereof, upon such issuers
execution of this Credit Agreement, shall for all purposes be deemed to be the Issuing Syndication
Party hereunder with respect to each such Existing Letter of Credit; or (b) if it was issued as a
Committed Letter of Credit under the 2003 Credit Agreement, be deemed to have been issued as a
Committed Letter of Credit under the 5-Year Facility, and that the issuer thereof shall for all
purposes be deemed to have been the Letter of Credit Bank hereunder with respect to each such
Existing Letter of Credit. 5.6Cash Collateral Account. Upon (a) the occurrence of an Event of Default, or (b)
the occurrence of the date which is 105 days prior to the 5-Year Maturity Date, Borrower shall
immediately (x) establish an account, if one has not previously been established, with the
Administrative Agent, or with such other financial institution as shall be approved by the Required
Lenders (Cash Collateral Account); (y) deposit by wire transfer funds into such Cash Collateral
Account in an amount equal to (i) in the case of the application of clause (a) of this Section, the
undrawn face amount of all Letters of Credit then outstanding, or (ii) in the case of the
application of clause (b) of this Section, the undrawn face amount of all Letters of Credit which
on that date have an expiry date later than the 5-Year Maturity Date (each an Extended Duration
LC); and (z) take such action, including the execution and delivery (and, where requested,
obtaining the execution thereof by third parties) of security documents, Control Agreements,
financing statements, and/or such other documents as the Administrative Agent may require, in order
to grant to the Administrative Agent, on behalf of the Syndication Parties, a first lien security
interest on such Cash Collateral Account and the funds on deposit therein. In addition, Borrower
shall, on the date of issuance of each Extended Duration LC which is issued on, or any time
subsequent to the date which is 105 days prior to, the 5-Year Maturity Date, deposit by wire
transfer funds into such Cash Collateral Account in an amount equal to the face amount of each such
Extended Duration LC unless a deposit was made pursuant to clause (y) (ii) above. In the event
that Borrower fails or refuses to establish and fund the Cash Collateral Account as required above,
the Syndication Parties may, at their discretion, establish such an account in the name of the
Administrative Agent and fund such account by a 5-Year Advance in the same way that a draw under
any such Letter of Credit would be funded. Notwithstanding any other provision contained in this
Credit Agreement or any of the other Loan Documents, (l) draws made against any Committed Letter of
Credit on or after the date of funding of the Cash 29




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Collateral Account with respect to such
Committed Letter of Credit, shall, at the sole discretion of the Letter of Credit Bank, be funded
out of the funds on deposit in the Cash Collateral Account rather than out of 5-Year Advances; and
(m) draws made against any Negotiated Letter of Credit on or after the date of funding of the Cash
Collateral
Account with respect to such Negotiated Letter of Credit shall, at the sole discretion of the
Issuing Syndication Party, be funded out of the funds on deposit in the Cash Collateral Account
rather than as a 5-Year Advance by such Issuing Syndication Party, to the extent, with respect to
clause (l) and clause (m), that the funds deposited into the Cash Collateral Account with respect
to such Letter of Credit remain on deposit in the Cash Collateral Account. At and after such time
as there no longer exists any Event of Default, the Administrative Agent shall within a reasonable
time after receipt of a written request therefore from Borrower (which Borrower may send at any
time after the date all Events of Default have been cured (if cure is allowed) or waived pursuant
to the provisions of this Credit Agreement), refund to Borrower the amounts in the Cash Collateral
Account which was deposited therein on account of such Events of Default (less any amounts
withdrawn from the Cash Collateral Account to fund draws on any Letters of Credit). Any draw under
an Extended Duration LC funded as a 5-Year Advance shall be repaid by Borrower no later than the
next Banking Day if such draw occurs after the 5-Year Maturity Date to the extent that it is not
funded out of the Cash Collateral Account as provided above. Upon receiving proof satisfactory to
the Administrative Agent of the termination, reduction in amount, or expiration of any Extended
Duration LC, and unless an Event of Default has occurred and is continuing, and so long as there
remains on deposit in the Cash Collateral Account funds equal to the undrawn face amount of all
Extended Duration LCs which remain outstanding, the Administrative Agent shall within a reasonable
time after receiving a written request therefore from Borrower, refund to Borrower an amount equal
to the undrawn face amount of such terminated or expired Extended Duration LC or the amount by
which the undrawn face amount of such Extended Duration LC has been reduced, as applicable. In the
event of the extension of the 5-Year Maturity Date to a date beyond the expiry date of an Extended
Duration LC, each Extended Duration LC whose expiry date is no longer later than the 5-Year
Maturity Date as so extended ( each hereinafter referred to as a Converted LC), shall no longer
be deemed to be an Extended Duration LC, and unless an Event of Default has occurred and is
continuing, and so long as there remains on deposit in the Cash Collateral Account funds equal to
the undrawn face amount of all Extended Duration LCs, excluding each such Converted LC, the
Administrative Agent shall within a reasonable time after receipt of a written request therefore
from Borrower (which Borrower may send at any time after the effective date of such extension of
the 5-Year Maturity Date), refund to Borrower an amount equal to the undrawn face amount of each
such Converted LC. 5.7Reimbursement Obligation Unconditional. All draws under the Letters of Credit are
absolutely, unconditionally, and irrevocably reimbursable by Borrower and shall be funded as 5-Year
Advances (or as provided otherwise in Section 5.6 hereof), notwithstanding: (a) any lack of validity or enforceability of the Letter of Credit, any of the documents
referenced in the Letter of Credit, or any other agreement or instrument related to any such
documents; 30




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(b) the existence of any claim, setoff, defense or other right which Borrower may have at any
time against the beneficiary or any transferee of the Letter of Credit (or any person for whom the
beneficiary or transferee may be acting); (c) any statement, draft, certificate, or any other document presented under the Letter of
Credit proving to be forged, fraudulent, invalid or insufficient in any respect, or any statement
therein being untrue or inaccurate in any respect whatsoever or the draw certificate was otherwise
unauthorized, it being expressly understood and agreed by Borrower that neither the Letter of
Credit Bank nor any Syndication Party (including any Syndication Party issuing a Negotiated Letter
of Credit) shall have any liability on account of any lack of authorization or forgery and any
recovery from third parties on account of such lack of authorization or such forgery shall be the
sole responsibility of Borrower; or (d) the payment of a draw against presentation of a draft or certificate which does not comply
with the terms of the Letter of Credit, unless such payment is made as a result of the gross
negligence or willful misconduct of the issuer of the Letter of Credit. ARTICLE 6. INTEREST AND FEES 6.1Interest. Except as provided in Article 4 hereof, interest on all Loans shall be
calculated as follows: 6.1.1Base Rate Option. Unless Borrower requests and receives a LIBO Rate Loan
pursuant to Subsection 6.1.2 hereof, the outstanding principal balance under the 364-Day Facility
Notes and the 5-Year Facility Notes shall bear interest at the Base Rate (each a Base Rate Loan).
Base Rate Loans must be in minimum amounts of $10,000,000.00 and in incremental multiples of
$1,000,000.00. 6.1.2LIBO Rate Option. From time to time, and so long as no Event of Default has
occurred and is continuing, at the request of Borrower included in a Borrowing Notice, all or any
part of the outstanding principal balance under the 364-Day Facility Notes or the 5-Year Facility
Notes may bear interest at the LIBO Rate (each a LIBO Rate Loan); provided that Borrower may have
no more than ten (10) LIBO Rate Loans outstanding at any time. To effect this option, the
Borrowing Notice must specify (a) the principal amount that is to bear interest at the LIBO Rate,
which must be a minimum of $10,000,000.00 and in incremental multiples of $1,000,000.00 and (b) the
period selected by Borrower during which the LIBO Rate is to be applied (LIBO Rate Period), which
may be any period of one, two, three, or six months, but must expire no later than the 364-Day
Maturity Date or the 5-Year Maturity Date, as applicable. In addition, Borrower may convert any
Base Rate Loan to a LIBO Rate Loan, or continue a LIBO Rate Loan, by making a written request
therefore (LIBO Request) to the Administrative Agent by facsimile at least three (3) Banking Days
prior to the first date of the LIBO Rate Period therefore, specifying (y) the principal amount that
is to bear interest at the LIBO Rate, which must be a minimum of $10,000,000.00 and in incremental
multiples of $1,000,000.00 and (z) the LIBO Rate Period selected by Borrower during which the LIBO
Rate is to be applied. The Administrative Agent shall incur no liability in acting upon a request
which it believed in good faith had been made by a properly authorized employee of Borrower.
Following the expiration of 31




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the LIBO Rate Period for any LIBO Rate Loan, interest shall
automatically accrue at the Base Rate unless Borrower requests and receives another LIBO Rate Loan
as provided in this Subsection. 6.2Additional Provisions for LIBO Rate Loans. 6.2.1Limitation on LIBO Rate Loans. Anything herein to the contrary notwithstanding,
if, on or prior to the determination of the LIBO Rate for any LIBO Rate Period: (a) The Administrative Agent determines (which determination shall be conclusive) that
quotations of interest rates in accordance with the definition of LIBO Rate are not being provided
in the relevant amounts or for the relevant maturities for purposes of determining rates of
interest for LIBO Rate Loans as provided in this Credit Agreement; or (b) any Syndication Party determines (which determination shall be conclusive) that the
relevant rates of interest referred to in the definition of LIBO Rate upon the basis of which the
rate of interest for LIBO Rate Loans for such LIBO Rate Period is to be determined do not
adequately cover the cost to the Syndication Parties of making or maintaining such LIBO Rate Loans
for such LIBO Rate Period; then the Administrative Agent shall give Borrower prompt notice thereof, and so long as such
condition remains in effect, in the case of clause (a) above, the Syndication Parties, and in the
case of clause (b) above, the Syndication Party that makes the determination, shall be under no
obligation to make LIBO Rate Loans, convert Base Rate Loans into LIBO Rate Loans, or continue LIBO
Rate Loans, and Borrower shall, on the last days of the then current applicable LIBO Rate Periods
for the outstanding LIBO Rate Loans, either prepay such LIBO Rate Loans or such LIBO Rate Loans
shall automatically be converted into a Base Rate Loan in accordance with Section 6.1 hereof. 6.2.2LIBO Rate Loan Unlawful. If any law, treaty, rule, regulation or determination
of a court or governmental authority or any change therein or in the interpretation or application
thereof subsequent to the Closing Date (each, a Change in Law) shall make it unlawful for any of
the Syndication Parties to (a) advance its Funding Share of any LIBO Rate Loan or (b) maintain its
share of all or any portion of the LIBO Rate Loans, each such Syndication Party shall promptly, by
telephone (in which case it must be promptly followed by a writing) or facsimile, notify the
Administrative Agent thereof, and of the reasons therefor and the Administrative Agent shall
promptly notify Borrower thereof and shall provide a copy of such written notice to Borrower. In
the former event, any obligation of any such Syndication Party to make available its Funding Share
of any future LIBO Rate Loan shall immediately be canceled (and, in lieu thereof shall be made as a
Base Rate Loan), and in the latter event, any such unlawful LIBO Rate Loans or portions thereof
then outstanding shall be converted, at the option of such Syndication Party, to a Base Rate Loan;
provided, however, that if any such Change in Law shall permit the LIBO Rate to remain in effect
until the expiration of the LIBO Rate Period applicable to any such unlawful LIBO Rate Loan, then
such LIBO Rate Loan shall continue in effect until the expiration of such LIBO Rate Period. Upon
the occurrence of any of the foregoing events on account of any Change in Law, Borrower shall pay
to the Administrative 32




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Agent immediately upon demand such amounts as may be necessary to compensate
any such Syndication Party for any fees, charges, or other costs incurred or payable by such
Syndication Party as a result thereof and which are attributable to
any LIBO Rate Loan made available to Borrower hereunder, and any reasonable allocation made by
any such Syndication Party among its operations shall be conclusive and binding upon Borrower
absent manifest error. 6.2.3Treatment of Affected Loans. If the obligations of any Syndication Party to
make or continue LIBO Rate Loans, or to convert Base Rate Loans into LIBO Rate Loans, are suspended
pursuant to Subsection 6.2.1 or 6.2.2 hereof (all LIBO Rate Loans so affected being herein called
Affected Loans), such Syndication Partys Affected Loans shall, on the last day(s) of the then
current LIBO Rate Period(s) for the Affected Loans (or, in the case of a conversion required by
Subsection 6.2.1 or 6.2.2, on such earlier date as such Syndication Party may specify to Borrower),
be automatically converted into Base Rate Loans for the account of such Syndication Party. To the
extent that such Syndication Partys Affected Loans have been so converted, all payments and
prepayments of principal which would otherwise be applied to such Syndication Partys Affected
Loans shall be applied instead to its Base Rate Loans. All Advances which would otherwise be made
or continued by such Syndication Party as LIBO Rate Loans shall be made or continued instead as
Base Rate Loans, and all Base Rate Loans of such Syndication Party which would otherwise be
converted into LIBO Rate Loans shall remain as Base Rate Loans. 6.3Default Interest Rate. All past due payments on the Notes or of any other Bank
Debt (whether as a result of nonpayment by Borrower when due, at maturity, or upon acceleration)
shall bear interest at the Default Interest Rate from and after the due date for the payment, or on
the date of maturity or acceleration, as the case may be. 6.4Interest Calculation. Interest on all Loans shall be calculated on the actual
number of days the principal owing thereunder is outstanding with the daily rate calculated on the
basis of a year consisting of 360 days. In calculating interest, the Advance Date shall be
included and the date each payment is received shall be excluded. 6.5Fees. Borrower shall pay or cause to be paid the following fees: 6.5.1364-Day Facility Fee. A non-refundable fee (364-Day Facility Fee) calculated
in arrears as of the end of each of Borrowers Fiscal Quarters following the Closing Date, until
the Loan is paid in full, and the Syndication Parties have no further obligation to make Advances
hereunder. The 364-Day Facility Fee for each such period shall be equal to (a) the average daily
364-Day Commitment in effect during such period, (b) multiplied by the average daily 364-Day
Facility Fee Factor in effect during such period, as converted to a daily rate using a year of 360
days, (c) with the product there of being further multiplied by the number of days in such period.
The 364-Day Facility Fee shall be payable to the Administrative Agent in arrears on the Banking Day
coinciding with, or immediately preceding the fifth day after the close of each such Fiscal
Quarter, for distribution to each Syndication Party in the ratio that its Individual 364-Day
Commitment bears to the 364-Day Commitment as calculated by the Administrative Agent on the last
day of each such period. 33




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6.5.25-Year Facility Fee. A non-refundable fee (5-Year Facility Fee) calculated in
arrears as of the end of each of Borrowers Fiscal Quarters following the Closing Date, until the
Loan is paid in full, all Letters of Credit are canceled or have expired, and the Syndication
Parties have no further obligation to make Advances or issue Letters of Credit hereunder. The
5-Year Facility Fee for each such period shall be equal to (a) the average daily 5-Year Commitment
in effect during such period, (b) multiplied by the average daily 5-Year Facility Fee Factor in
effect during such period, as converted to a daily rate using a year of 360 days, (c) with the
product there of being further multiplied by the number of days in such period. The 5-Year
Facility Fee shall be payable to the Administrative Agent in arrears on the Banking Day coinciding
with, or immediately preceding the fifth day after the close of each such Fiscal Quarter, for
distribution to each Syndication Party in the ratio that its Individual 5-Year Commitment bears to
the 5-Year Commitment as calculated by the Administrative Agent on the last day of each such
period. 6.5.3Committed Letter of Credit Fee. Borrower shall pay the non-refundable Committed
Letter of Credit Fee calculated in arrears as of the last day of each of Borrowers Fiscal
Quarters. The Committed Letter of Credit Fee shall be payable to the Administrative Agent in
arrears on the Banking Day coinciding with, or immediately preceding the fifth day after the close
of each of Borrowers Fiscal Quarters, for distribution to each Syndication Party in the ratio that
its Individual 5-Year Commitment bears to the 5-Year Commitment as calculated by the Administrative
Agent on the last day of each such period. 6.6364-Day Margin; 5-Year Margin; 364-Day Facility Fee Factor; 5-Year Facility Fee Factor. If the Compliance Certificate with respect to any Fiscal Quarter is not received by the
Administrative Agent by the date required as provided in Subsections 12.2.1 and 12.2.2 hereof, the
364-Day Margin; the 5-Year Margin; the 364-Day Facility Fee Factor; and the 5-Year Facility Fee
Factor for the period commencing on the first day of the Fiscal Quarter commencing immediately
after the Fiscal Quarter for which such Compliance Report was required, shall each be determined
based on Tier 1 of Schedule 2 for that entire Fiscal Quarter. 6.7Special Interest Rates. Notwithstanding the provisions of Section 6.1 hereof,
balances of each of the loans described on Exhibit 6.7 hereto (a) as having been made under
the 3-Year Facility (as defined in the 2003 Credit Agreement) shall be treated as Bid Rate Loans
made under the 5-Year Facility hereunder; and (b) as having been made under the 364-Day Facility
(as defined in the 2003 Credit Agreement) shall be treated as Bid Rate Loans made under the 364-Day
Facility hereunder, and, in either case, shall bear interest at the Interest Rate set forth in
such Exhibit to and including the Bid Maturity Date set forth in such Exhibit, and they shall
each be due and payable on their respective Bid Maturity Date as set forth in such Exhibit. ARTICLE 7. PAYMENTS; FUNDING LOSSES 7.1Principal Payments. Principal shall be payable under the 364-Day Facility on the
364-Day Maturity Date, and under the 5-Year Facility on the 5-Year Maturity Date; provided that (a)
principal owing on all Bid Advances shall be
payable (i) on the Bid Maturity Date as provided in the Bid under which such Bid Advance was
made, if such date is earlier than the 34




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364-Day Maturity Date or the 5-Year Maturity Date, as
applicable, and (ii) as provided in Section 4.8 hereof; (b) principal owing on all Overnight
Advances shall be payable on the applicable Overnight Maturity Date; and (c) prepayments may be
made only as provided in Section 7.5 hereof. 7.2Interest Payments. Interest shall be payable as follows: (a) interest on Base
Rate Loans shall be payable monthly in arrears on the first Banking Day of the next month, (b)
interest on LIBO Rate Loans shall be payable on the last day of the LIBO Rate Period therefor
unless the LIBO Rate Period is longer than three (3) months, in which case interest shall also be
payable on each three month anniversary of the first day of the applicable LIBO Rate Period, (c)
interest on each Bid Rate Loan shall be payable on the Bid Maturity Date therefor unless the Bid
Maturity Date is more than three (3) months from the date of the Advance under such Bid Rate Loan,
in which case interest shall also be payable on each three month anniversary of the date of the
relevant Advance, (d) interest on Overnight Advances shall be payable on the Overnight Maturity
Date, and (e) interest on all Loans then accrued and unpaid shall be payable on the 364-Day
Maturity Date or 5-Year Maturity Date, as applicable. 7.3Application of Principal Payments. Principal payments and prepayments shall be
applied (a) to principal amounts owing under the 364-Day Facility or the 5-Year Facility, or to
Overnight Advances as Borrower directs in writing (provided that Bid Rate Loans under each Facility
may not be prepaid), or (b) if Borrower provides no specific direction, then to principal amounts
owing under the 364-Day Facility, the 5-Year Facility (other than Bid Rate Loans under the two
Facilities), and the Overnight Advances in the ratio of the amount of the outstanding principal
balance owed under each, divided by the principal balance owed under all three (excluding Bid Rate
Loan balances in both cases). In the case of (a) and (b) and subject to the provisions of such
clauses, payments shall be applied first to Base Rate Loans and then to LIBO Rate Loans unless
Borrower directs otherwise in writing. However, upon the occurrence and during the continuance of
an Event of Default or Potential Default, all payments shall be applied, first to fees, second to
interest, third to principal pro-rata to all Loans, fourth to the Cash Collateral Account, and last
to any other Bank Debt. 7.4Manner of Payment. All payments, including prepayments, that Borrower is required
or permitted to make under the terms of this Credit Agreement and the other Loan Documents shall be
made to the Administrative Agent in immediately available federal funds, to be received no later
than 1:00 P.M. Central time of the Banking Day on which such payment is due (or the following
Banking Day if such date is not a Banking Day) by wire transfer through Federal Reserve Bank,
Kansas City, as provided in the Wire Instructions (or to such other account as the Administrative
Agent may designate by notice). 7.4.1Payments to Be Free and Clear. All sums payable by Borrower under this Credit
Agreement and the other Loan Documents shall be paid without setoff or counterclaim and free and
clear of, and without any deduction or withholding on account of, any tax imposed, levied,
collected, withheld or assessed by or within the United States of America or any political
subdivision in or of the United States of America or
any other jurisdiction from or to which a payment is made by or on behalf of Borrower or by
any federation or organization of which the United States of America or any such jurisdiction is a
member at the time of payment (excluding taxes imposed on or measured by the
net income or net
profits of the recipient of such payment, and franchise taxes imposed in lieu
thereof). 35




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7.4.2Grossing-up of Payments. If Borrower or any other Person is required by law to
make any deduction or withholding on account of any such tax from any sum paid or payable by
Borrower to the Administrative Agent or any Syndication Party under any of the Loan Documents: (a) Borrower shall notify the Administrative Agent of any such requirement or any change in
any such requirement as soon as Borrower becomes aware of it; (b) Borrower shall pay any such tax when such tax is due, such payment to be made (if the
liability to pay is imposed on Borrower) for its own account or (if that liability is imposed on
the Administrative Agent or such Syndication Party, as the case may be) on behalf of and in the
name of the Administrative Agent or such Syndication Party; (c) the sum payable by Borrower in respect of which the relevant deduction, withholding or
payment is required shall be increased to the extent necessary to ensure that, after the making of
that deduction, withholding or payment, the Administrative Agent or such Syndication Party, as the
case may be, receives on the due date a net sum equal to what it would have received had no such
deduction, withholding or payment been required or made; and (d) within thirty (30) days after paying any sum from which it is required by law to make any
deduction or withholding, and within thirty (30) days after the due date of payment of any tax
which it is required by clause (b) above to pay, Borrower shall deliver to the Administrative Agent
evidence satisfactory to the other affected parties of such deduction, withholding or payment and
of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to any Syndication
Party under clause (c) above except to the extent that any change after the date on which such
Syndication Party became a Syndication Party in any such requirement for a deduction, withholding
or payment as is mentioned therein shall result in an increase in the rate of such deduction,
withholding or payment from that in effect at the date on which such Syndication Party became a
Syndication Party, in respect of payments to such Syndication Party 7.5Voluntary Prepayments. Borrower shall have the right to prepay all or any part of
the outstanding principal balance under the Loans at any time in integral multiples of
$1,000,000.00 (or the entire outstanding balance, if less) and subject to a $5,000,000.00 minimum
prepayment on LIBO Rate Loans (or the entire outstanding balance, if less), on any Banking Day;
provided that (a) in the event of prepayment of any LIBO Rate Loan, whether voluntary or on account
of acceleration (i) Borrower must provide three (3) Banking Days notice to the Administrative Agent
prior to making such prepayment, and (ii) Borrower must, at the time of making such prepayment, pay
all accrued but unpaid interest and all Funding Losses applicable to such prepayment, and (b)
Borrower shall not have the right to
prepay any Bid Rate Loan before the applicable Bid Maturity Date, but if a Bid Rate Loan is
deemed prepaid 36




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on account of acceleration, Borrower must pay all Funding Losses applicable to such
prepayment. Principal amounts prepaid may be reborrowed under the terms and conditions of this
Credit Agreement. Funding Losses shall be determined on an individual Syndication Party basis as
the amount which would result in such Syndication Party being made whole (on a present value basis)
for the actual or imputed funding losses (including, without limitation, any loss, cost or expense
incurred by reason of obtaining, liquidating or employing deposits or other funds acquired by such
Syndication Party to fund or maintain such LIBO Rate Loan or Bid Rate Loan) incurred by such
Syndication Party as a result of such payment (regardless of whether the Syndication Party actually
funded with such deposits); provided that such amount shall in no event be less than $300.00 with
respect to any Syndication Party. In the event of any such payment, each Syndication Party which
had funded the LIBO Rate Loan being paid (or the Syndication Party which made the Bid Advance being
prepaid) shall, promptly after being notified of such payment, send written notice (Funding Loss
Notice) to the Administrative Agent by facsimile setting forth the amount of attributable Funding
Losses and the method of calculating the same. The Administrative Agent shall notify Borrower
orally or in writing of the amount of such Funding Losses. A determination by a Syndication Party
as to the amounts payable pursuant to this Section shall be conclusive absent manifest error. 7.6Distribution of Principal and Interest Payments. The Administrative Agent shall
distribute payments of principal and interest among the Syndication Parties as follows: 7.6.1Principal and Interest Payments on 364-Day Advances. Principal and interest
payments on 364-Day Advances shall be remitted to the Syndication Parties which made the 364-Day
Advance to which such payments are applied in the ratio in which they funded such Advance. 7.6.2Principal and Interest Payments on 5-Year Pro Rata Rate Advances. Principal and
interest payments on 5-Year Advances shall be remitted to the Syndication Parties which made the
5-Year Advance to which such payments are applied in the ratio in which they funded such Advance. 7.6.3Principal and Interest Payments on Bid Advances. Principal and interest
payments on Bid Advances shall be remitted to the Syndication Party which made the Bid Advance to
which such payments are applied. 7.6.4Principal and Interest Payments on Overnight Advances. Principal and interest
payments on Overnight Advances shall be remitted to the Overnight Lender. ARTICLE 8. BANK EQUITY INTERESTS Borrower agrees to purchase such equity interests in CoBank (Bank Equity Interests) as
CoBank may from time to time require in accordance with its bylaws and capital plans as
applicable to cooperative borrowers generally. In connection with the foregoing, Borrower
hereby acknowledges receipt, prior to the execution of this Credit Agreement, of the following with
respect to CoBank (a) the bylaws, (b) a written description of the terms and conditions under which
the Bank Equity Interests are issued, (c) the most recent annual report, and if more 37




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recent than
the latest annual report, the latest quarterly report. CoBank reserves the right to sell
participations under the provisions of Section 16.28 on a non-patronage basis. In addition,
Borrower agrees to purchase such equity interests in any Farm Credit System Institution which is a
Syndication Party hereunder as such Farm Credit System Institution may from time to time require in
accordance with its bylaws and capital plans as applicable to cooperative borrowers generally and
as is required by any written agreement Borrower may execute with any such Farm Credit System
Institution. ARTICLE 9. SECURITY The obligations of Borrower under this Credit Agreement shall be unsecured, except (a) with
respect to the Cash Collateral Account as provided in Section 5.6; (b) the statutory lien in favor
of CoBank, but not any other Syndication Parties, in the Bank Equity Interests; and (c) the
statutory lien, if any, in favor of any Farm Credit System Institution (but not any other
Syndication Parties), which may require Borrower to purchase equity interests as provided in
Article 8 hereof, in such equity interests. ARTICLE 10. REPRESENTATIONS AND WARRANTIES To induce the Syndication Parties to make the Loans and issue Negotiated Letters of Credit,
and the Letter of Credit Bank to issue Committed Letters of Credit, and recognizing that the
Syndication Parties, the Administrative Agent, the Letter of Credit Bank, and the Bid Agent are
relying thereon, Borrower represents and warrants as follows: 10.1Organization, Good Standing, Etc. Borrower: (a) is duly organized, validly
existing, and in good standing under the laws of its state of incorporation; (b) qualifies as a
cooperative association under the laws of its state of incorporation; (c) is duly qualified to do
business and is in good standing in each jurisdiction in which the transaction of its business
makes such qualification necessary, except to the extent that the failure to so qualify has not
resulted in, and could not reasonably be expected to cause, a Material Adverse Effect; and (d) has
all authority and all requisite corporate and legal power to own and operate its assets and to
carry on its business, and to enter into and perform the Loan Documents to which it is a party.
Each Subsidiary: (a) is duly organized, validly existing, and in good standing under the laws of
its state of incorporation; (b) is duly qualified to do business and is in good standing in each
jurisdiction in which the transaction of its business makes such qualification necessary, except to
the extent that the failure to so qualify has not resulted in, and could not reasonably be expected
to cause, a Material Adverse Effect; and (c) has all authority and all requisite corporate and
legal power to own and operate its assets and to carry on its business. 10.2Corporate Authority, Due Authorization; Consents. Borrower has taken all
corporate action necessary to execute, deliver and perform its obligations under the Loan Documents
to which it
is a party. All consents or approvals of any Person which are necessary for, or are required
as a condition of Borrowers execution, delivery and performance of and under the Loan Documents,
have been obtained. 38




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10.3Litigation. Except as described on Exhibit 10.3 hereto, there are no
pending legal or governmental actions, proceedings or investigations to which Borrower or any
Subsidiary is a party or to which any property of Borrower or any Subsidiary is subject which might
reasonably be expected to result in any Material Adverse Effect and, to Borrowers knowledge, no
such actions or proceedings are threatened or contemplated by any federal, state, county, or city
(or similar unit) governmental agency or any other Person. 10.4No Violations. The execution, delivery and performance of its obligations under
the Loan Documents will not: (a) violate any provision of Borrowers articles of incorporation or
bylaws, or any law, rule, regulation (including, without limitation, Regulations T, U, and X of the
Board of Governors of the Federal Reserve System), or any judgment, order or ruling of any court or
governmental agency; (b) violate, require consent under (except such consent as has been obtained),
conflict with, result in a breach of, constitute a default under, or with the giving of notice or
the expiration of time or both, constitute a default under, any existing real estate mortgage,
indenture, lease, security agreement, contract, note, instrument or any other agreements or
documents binding on Borrower or affecting its property; or (c) violate, conflict with, result in a
breach of, constitute a default under, or result in the loss of, or restriction of rights under,
any Required License or any order, law, rule, or regulation under or pursuant to which any Required
License was issued or is maintained (Licensing Laws). 10.5Binding Agreement. Each of the Loan Documents to which Borrower is a party is,
or when executed and delivered, will be, the legal, valid and binding obligation of Borrower,
enforceable in accordance with its terms, subject only to limitations on enforceability imposed by
applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors
rights generally and by general principles of equity. 10.6Compliance with Laws. Borrower and each Subsidiary are in compliance with all
federal, state, and local laws, rules, regulations, ordinances, codes and orders, including without
limitation all Environmental Laws and all Licensing Laws, with respect to which noncompliance could
reasonably be expected to result in a Material Adverse Effect. 10.7Principal Place of Business; Place of Organization. Borrowers place of
business, or chief executive office if it has more than one place of business, and the place where
the records required by Section 12.1 hereof are kept, is located at 5500 Cenex Drive, Inver Grove
Heights, Minnesota 55077. Borrower is a cooperative corporation formed under the laws of the State
of Minnesota. 10.8Payment of Taxes. Except as shown on Exhibit 10.8 hereto, Borrower and
each Subsidiary have filed all required federal, state and local
tax returns and have paid all taxes as shown on such returns as they have become due, and have
paid when due all other taxes, assessments or impositions levied or assessed against Borrower or
any Subsidiary, or their business or properties, except where the failure to make such filing or
payment could not reasonably be expected to result in a Material Adverse Effect. Exhibit
10.8 specifically indicates all such taxes, if any, which are subject to a Good Faith Contest. 39




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10.9Licenses and Approvals. Borrower and each Subsidiary have ownership of, or
license to use, or have been issued, all trademarks, patents, copyrights, franchises, certificates,
approvals, permits, authorities, agreements, and licenses which are used or necessary to permit it
to own its properties and to conduct the business as presently being conducted as to which the
termination or revocation thereof could reasonably be expected to have a Material Adverse Effect
(Required Licenses). Each Required License is in full force and effect, and there is no
outstanding notice of cancellation or termination or, to Borrowers knowledge, any threatened
cancellation or termination in connection therewith, nor has an event occurred with respect to any
Required License which, with the giving of notice or passage of time or both, could result in the
revocation or termination thereof or otherwise in any impairment of Borrowers rights with respect
thereto, which impairment could reasonably be expected to have a Material Adverse Effect. No
consent, permission, authorization, order, or license of any governmental authority, is necessary
in connection with the execution, delivery, performance, or enforcement of and under the Loan
Documents to which Borrower is a party except such as have been obtained and are in full force and
effect. 10.10Employee Benefit Plans. Exhibit 10.10 sets forth as of the Closing Date
a true and complete list of each Borrower Benefit Plan that is maintained by Borrower or any of its
Subsidiaries or in which Borrower or any of its Subsidiaries participates or to which Borrower or
any of its Subsidiaries is obligated to contribute, in each case as of the Closing Date. Borrower
and its Subsidiaries are in compliance in all material respects with the Employee Retirement Income
Security Act of 1974, as amended, and the regulations thereunder (ERISA), to the extent
applicable to them, and have not received any notice to the contrary from the Pension Benefit
Guaranty Corporation (PBGC). 10.11Equity Investments. Borrower does not now own any stock or other voting or
equity interest, directly or indirectly, in any Person valued at the greater of book value or
market value at $5,000,000 or more, other than: (a) the Bank Equity Interests, and (b) as set
forth on Exhibit 10.11. 10.12Title to Real and Personal Property. Borrower and each Subsidiary have good and
marketable title to, or valid leasehold interests in, all of their material properties and assets,
real and personal, including the properties and assets and leasehold interests reflected in the
financial statements of the Borrower and its Subsidiaries referred to in Section 10.13 hereof,
except (a) any properties or assets disposed of in the ordinary course of business, and (b) for
defects in title and encumbrances which could not reasonably be expected to result in a Material
Adverse Effect; and none of the properties of Borrower or any Restricted Subsidiary are subject to
any Lien, except as permitted by Section 13.3 hereof. All such property is in good operating
condition and repair, reasonable wear and tear excepted, and suitable in all material respects for
the purposes for which it is being
utilized except where their failure to be in good operating condition could not reasonably be
expected to result in a Material Adverse Effect. All of the leases of Borrower and each Subsidiary
which constitute Material Agreements are in full force and effect and afford Borrower or such
Subsidiary peaceful and undisturbed possession of the subject matter thereof. 40




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10.13Financial Statements. The consolidated balance sheets of Borrower and its
Subsidiaries as of August 31, 2004, and the related consolidated statements of operations, cash
flows and consolidated statements of capital shares and equities for the Fiscal Year then ended,
and the accompanying footnotes, together with the unqualified opinion thereon, dated October 28,
2004 of PricewaterhouseCoopers LLP, independent certified public accountants, copies of which have
been furnished to the Administration Agent and the Syndication Parties, fairly present in all
material respects the consolidated financial condition of Borrower and its Subsidiaries as at such
dates and the results of the consolidated operations of Borrower and its Subsidiaries for the
periods covered by such statements, all in accordance with GAAP consistently applied. Since August
31, 2004, there has been no material adverse change in the financial condition, results of
operations, business or prospects of Borrower or any of its Subsidiaries. As of the Closing Date,
there are no liabilities of Borrower or any of its Subsidiaries, fixed or contingent, which are
material but are not reflected in the financial statements of Borrower and its Subsidiaries
referred to above or referred to in the notes thereto, other than liabilities arising in the
ordinary course of business since August 31, 2004. No information, exhibit, or report furnished by
Borrower or any of its Subsidiaries to the Administration Agent or the Syndication Parties in
connection with the negotiation of this Credit Agreement contained any material misstatement of
fact or omitted to state a material fact or any fact necessary to make the statements contained
therein not materially misleading in light of the circumstances in which they were made and taken
together with the other information, exhibits and reports furnished to the Administration Agent
and/or the Syndication Parties. 10.14Environmental Compliance. Except as set forth on Exhibit 10.14 hereto,
Borrower and each Subsidiary have obtained all permits, licenses and other authorizations which are
required under all applicable Environmental Laws, except to the extent failure to have any such
permit, license or authorization could not reasonably be expected to result in a Material Adverse
Effect. Except as set forth on Exhibit 10.14 hereto, Borrower and each Subsidiary are in
compliance with all Environmental Laws and the terms and conditions of the required permits,
licenses and authorizations, and are also in compliance with all other limitations, restrictions,
obligations, schedules and timetables contained in those Laws or contained in any plan, order,
decree, judgment, injunction, notice or demand letter issued, entered, promulgated or approved
thereunder, except to the extent, in each case, failure to comply has not resulted in, and could
not reasonably be expected to result in, a Material Adverse Effect. 10.15Fiscal Year. Each fiscal year of Borrower begins on September 1 of each
calendar year and ends on August 31 of the following calendar year. 10.16Material Agreements. Neither Borrower nor, to Borrowers knowledge, any other
party to any Material Agreement, is in default
thereunder, and no facts exist which with the giving of notice or the passage of time, or
both, would constitute such a default. 10.17Regulations U and X. No portion of any Advance will be used for the purpose of
purchasing, carrying, or making loans to finance the purchase of, any margin security or margin
stock as such terms are used in Regulations U or X of the Board of Governors of the Federal
Reserve System, 12 C.F.R. Parts 221 and 224. 41




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10.18Trademarks, Tradenames, etc. Borrower owns or licenses all patents, trademarks,
trade names, service marks and copyrights (collectively, Intellectual Property) that it utilizes
in its business as presently being conducted and as anticipated to be conducted, except where the
failure to do so could not reasonably be expected to result in a Material Adverse Effect on
Borrower. Borrower is not a licensee under any written license for any patent, trademark,
tradename, service mark or copyright other than shrinkwrap licenses for off-the-shelf software
used by Borrower in the conduct of its business. The Intellectual Property is in full force and
effect, and Borrower has taken or caused to be taken all action, necessary to maintain the
Intellectual Property in full force and effect and has not taken or failed to take or cause to be
taken any action which, with the giving of notice, or the expiration of time, or both, could result
in any such Intellectual Property being revoked, invalidated, modified, or limited. 10.19No Default on Outstanding Judgments or Orders. Borrower and each Subsidiary
have satisfied all judgments and Borrower and each Subsidiary are not in default with respect to
any judgment, writ, injunction, decree, rule or regulation of any court, arbitrator or federal,
state, municipal or other Governmental Authority, commission, board, bureau, agency or
instrumentality, domestic or foreign, except to the extent such failure to satisfy any or all such
judgments or to be in such a default has not resulted in, and could not reasonably be expected to
result in, a Material Adverse Effect. 10.20No Default in Other Agreements. Neither Borrower nor any Subsidiary is a party
to any indenture, loan or credit agreement or any lease or other agreement or instrument or subject
to any certificate of incorporation or corporate restriction which has resulted in, or could
reasonably be expected to result in, a Material Adverse Effect. Neither Borrower nor any
Subsidiary is in default in any respect in the performance, observance or fulfillment of any of the
obligations, covenants or conditions contained in any agreement or instrument where such failure to
perform, observe or fulfill has resulted in, or could reasonably be expected to result in, a
Material Adverse Effect. 10.21Acts of God. Neither the business nor the properties of Borrower or any
Subsidiary are currently affected by any fire, explosion, accident, drought, storm, hail,
earthquake, embargo, act of God or of the public enemy or other casualty (whether or not covered by
insurance) which has resulted in, or could reasonably be expected to result in, a Material Adverse
Effect. 10.22Governmental Regulation. Neither Borrower nor any Subsidiary is subject to
regulation under the Public Utility Holding
Company Act of 1935, the Investment Company Act of 1940, the Interstate Commerce Act, the
Federal Power Act or any statute or regulation, in each case, limiting its ability to incur
indebtedness for money borrowed as contemplated hereby. 10.23Labor Matters and Labor Agreements. Except as set forth in Exhibit
10.23 hereto: (a) As of the Closing Date, there are no collective bargaining agreements or
other labor agreements covering any employees of Borrower or any Subsidiary the termination,
cessation, or breach of which could reasonably be expected to result in a Material Adverse Effect,
and a true and correct copy of each such agreement will be furnished to the Administrative Agent
upon its written request from time to time. (b) There is no organizing activity involving Borrower 42




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pending or, to Borrowers knowledge, threatened by any labor union or group of employees. (c)
There are, to Borrowers knowledge, no representation proceedings pending or threatened with the
National Labor Relations Board, and no labor organization or group of employees of Borrower has
made a pending demand for recognition. (d) There are no complaints or charges against Borrower
pending or, to Borrowers knowledge threatened to be filed with any federal, state, local or
foreign court, governmental agency or arbitrator based on, arising out of, in connection with, or
otherwise relating to the employment or termination of employment by Borrower of any individual.
(e) There are no strikes or other labor disputes against Borrower that are pending or, to
Borrowers knowledge, threatened. (f) Hours worked by and payment made to employees of Borrower or
any Subsidiary have not been in violation of the Fair Labor Standards Act (29 U.S.C. § 201 et seq.)
or any other applicable law dealing with such matters. The representations made in clauses (b)
through (f) of this Section are made with respect to those occurrences described which could,
considered in the aggregate, reasonably be expected to have a Material Adverse Effect. 10.24Anti-Terrorism Laws. 10.24.1Violation of Law. Neither the Borrower nor, to the knowledge of Borrower, any
of its Subsidiaries, is in violation of any laws relating to terrorism or money laundering
(Anti-Terrorism Laws), including Executive Order No. 13224 on Terrorist Financing, effective
September 24, 2001 (Executive Order), and the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (USA
Patriot Act). 10.24.2Classification. Neither Borrower nor, to the knowledge of Borrower, any of
its Subsidiaries, or their respective brokers or other agents acting or benefiting in any capacity
in connection with the Loans, is any of the following: (a) a Person or entity that is listed in the annex to, or is otherwise subject to the
provisions of, the Executive Order; (b) a Person or entity owned or controlled by, or acting for or on behalf of, any Person or
entity that is listed in the annex to, or is otherwise subject to the provisions of, the Executive
Order; (c) a Person or entity with which any Syndication Party is prohibited from dealing or
otherwise engaging in any transaction by any Anti-Terrorism Law; (d) a Person or entity that commits, threatens or conspires to commit or supports terrorism
as defined in the Executive Order; or (e) a Person or entity that is named as a specially designated national and blocked person
on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control
at its official website or any replacement website or other replacement official publication of
such list. 43




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10.24.3Conduct of Business. Neither Borrower nor to the knowledge of Borrower, any
of its brokers or other agents acting in any capacity in connection with the Loans (a) conducts any
business or engages in making or receiving any contribution of funds, goods or services to or for
the benefit of any Person described in clause (b) of Subsection 10.24.2 above, (b) deals in, or
otherwise engages in any transaction relating to, any property or interests in property blocked
pursuant to the Executive Order, or (c) engages in or conspires to engage in any transaction that
evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the
prohibitions set forth in any Anti-Terrorism Law. 10.25Disclosure. The representations and warranties contained in this Article 10 and
in the other Loan Documents or in any financial statements provided to the Administrative Agent do
not contain any untrue statement of a material fact or omit to state a material fact necessary to
make such representations or warranties not misleading; and all projections provided to the
Administrative Agent were prepared in good faith based on reasonable assumptions. ARTICLE 11. CONDITIONS TO CLOSING AND ADVANCES 11.1Conditions to Closing. The obligation of the Syndication Parties to make any
Advances or issue any Negotiated Letters of Credit, and the obligation of the Letter of Credit Bank
to issue any Committed Letters of Credit hereunder are subject to satisfaction, in the sole
discretion of the Administrative Agent and the Syndication Parties (except that satisfaction of
Subsection 11.1.6 shall be determined in the reasonable discretion of the Administrative Agent and
the Syndication Parties), of each of the following conditions precedent: 11.1.1Loan Documents. The Administrative Agent shall have received duly executed
originals of the Loan Documents. 11.1.2Approvals. The Administrative Agent shall have received evidence satisfactory
to it that all consents and approvals of governmental authorities and third parties which are with
respect to Borrower, necessary for, or required as a condition of the validity and enforceability
of the Loan Documents to which it is a party. 11.1.3Organizational Documents. The Administrative Agent shall have received: (a)
good standing certificate, dated no more than
thirty (30) days prior to the Closing Date, for Borrower for its state of incorporation; (b) a
copy of the articles of incorporation of Borrower (and any amendments thereto) certified by the
Secretary of State of its state of organization, or, in lieu thereof, at the discretion of Borrower
a certificate from the Secretary or Assistant Secretary of Borrower that the copy of such articles
of incorporation and amendments thereto provided to the Administrative Agent in connection with the
closing of the 2003 Credit Agreement remains true, correct, and complete and that there have been
no further amendments thereto; and (c) a copy of the bylaws of Borrower, certified as true and
complete by the Secretary or Assistant Secretary of Borrower, or, in lieu thereof, at the
discretion of Borrower a certificate from the Secretary or Assistant Secretary of Borrower that the
copy of such by laws provided to the Administrative Agent in connection with the closing of the
2003 Credit Agreement remains true, correct, and complete and that there have been no further
amendments thereto. 44




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11.1.4Evidence of Corporate Action. The Administrative Agent shall have received in
form and substance satisfactory to the Administrative Agent: (a) documents evidencing all
corporate action taken by Borrower to authorize (including the specific names and titles of the
persons authorized to so act (each an Authorized Officer)) the execution, delivery and
performance of the Loan Documents to which it is a party, certified to be true and correct by the
Secretary or Assistant Secretary of Borrower; and (b) a certificate of the Secretary or Assistant
Secretary of Borrower, dated the Closing Date, certifying the names and true signatures of the
Authorized Officers. 11.1.5Evidence of Insurance. Borrower shall have provided the Administrative Agent
with insurance certificates and such other evidence, in form and substance satisfactory to the
Administrative Agent, of all insurance required to be maintained by it under the Loan Documents,
or, in lieu thereof, at the discretion of Borrower a certificate from the Chief Financial Officer
of Borrower that there has been no change in Borrowers insurance from that described in such
insurance certificates provided to the Administrative Agent in connection with the closing of the
2003 Credit Agreement. 11.1.6Appointment of Agent for Service. The Administrative Agent shall have received
evidence satisfactory to the Administrative Agent (which, unless the Administrative Agent
specifically advised Borrower to the contrary, shall include any such evidence provided in
connection with the 2003 Credit Agreement unless such evidence has been subsequently rescinded or
terminated) that Borrower has appointed The Corporation Company to serve as its agent for service
of process at their Denver, Colorado office (presently at 1675 Broadway), and that The Corporation
Company has accepted such appointment by Borrower. 11.1.7No Material Change. No change shall have occurred in the condition or
operations of Borrower since August 31, 2004 which could reasonably be expected to result in a
Material Adverse Effect. 11.1.8Fees and Expenses. Borrower shall have paid the Administrative Agent, by wire
transfer of immediately available federal funds all fees set forth in Section 6.5 hereof and any
other fees owing to the Administrative Agent which are due on the Closing Date, and all expenses
owing pursuant to Section 17.1 hereof. 11.1.9Bank Equity Interest Purchase Obligation. Borrower shall have purchased such
Bank Equity Interests as CoBank may require pursuant to Article 8 hereof. 11.1.10Opinion of Counsel. Borrower shall have provided a favorable opinion of its
counsel addressed to the Administrative Agent and each of the present and future Syndication
Parties, covering such matters as the Administrative Agent may reasonably require. 11.1.11Further Assurances. Borrower shall have provided and/or executed and
delivered to the Administrative Agent such further assignments, documents or financing statements,
in form and substance satisfactory to the Administrative Agent, that Borrower is to execute and/or
deliver pursuant to the terms of the Loan Documents or as the Administrative Agent may reasonably
request. 45




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11.2Conditions to Advances and to Issuance of Letters of Credit. The Syndication
Parties obligation to fund each Advance or to issue a Negotiated Letter of Credit, and the
obligation of the Letter of Credit Bank to issue Committed Letters of Credit is subject to the
satisfaction, in the sole discretion of the Administrative Agent and the Syndication Parties, of
each of the following conditions precedent, as well as those set forth in Section 11.1 hereof, and
each request by Borrower for an Advance or Letter of Credit shall constitute a representation by
Borrower, upon which the Administrative Agent may rely, that the conditions set forth in
Subsections 11.2.1 and 11.2.2 hereof have been satisfied: 11.2.1Default. As of the Advance Date or the issuance date of a Letter of Credit, as
the case may be, no Event of Default or Potential Default shall have occurred and be continuing,
and the disbursing of the amount of the Advance requested shall not result in an Event of Default
or Potential Default. 11.2.2Representations and Warranties. The representations and warranties of Borrower
herein shall be true and correct in all material respects on and as of the date on which the
Advance is to be made or the Letter of Credit is to be issued as though made on such date.
Borrower shall have paid the Administrative Agent, by wire transfer of immediately available U.S.
funds all fees set forth in Section 6.5 hereof which are then due and payable, including all
expenses owing pursuant to Section 17.1 hereof. ARTICLE 12. AFFIRMATIVE COVENANTS From and after the date of this Credit Agreement and until the Bank Debt is indefeasibly paid
in full, all Letters of Credit and Existing Letters of Credit have expired, and the Syndication
Parties have no obligation to make any Advance or issue a Negotiated Letter of Credit, and the
Letter of Credit Bank has no obligation to issue any Committed Letters of Credit hereunder,
Borrower agrees that it will observe and comply with the following covenants for the benefit of the
Administrative Agent, the Syndication Parties, and the Letter of Credit Bank: 12.1Books and Records. Borrower shall at all times keep, and cause each Subsidiary
to keep, proper books of record and account, in which correct and complete entries shall be made of
all its dealings, in accordance with GAAP. 12.2Reports and Notices. Borrower shall provide to the Administrative Agent the
following reports, information and notices: 12.2.1Annual Financial Statements. As soon as available, but in no event later than
one hundred and twenty (120) days after the end of any Fiscal Year of Borrower occurring during the
term hereof one copy of the audit report for such year and accompanying consolidated financial
statements (including all footnotes thereto), including a consolidated balance sheet, a
consolidated statement of earnings, a consolidated statement of capital, and a consolidated
statement of cash flow for the Borrower and its Subsidiaries, showing in comparative form the
figures for the previous Fiscal Year, all in reasonable detail, prepared in conformance with GAAP
consistently applied and certified without qualification by PricewaterhouseCoopers, or other
independent public accountants of nationally recognized standing selected by the 46




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Borrower and
satisfactory to the Administrative Agent, and to be accompanied by a copy of the management letter
of such accountants addressed to the board of directors of Borrower related to such annual audit;
and annual financial statements of Borrower. Delivery to the Administrative Agent within the time
period specified above of copies of Borrowers Annual Report on Form 10-K as prepared and filed in
accordance with the requirements of the Securities Exchange Commission shall be deemed to satisfy
the requirements of this Subsection if accompanied by the required unqualified accountants
certification. Such annual financial statements or Form 10-Ks required pursuant to this
Subsection shall be accompanied by a Compliance Certificate signed by Borrowers Chief Financial
Officer or other officer of Borrower acceptable to the Administrative Agent. 12.2.2Quarterly Financial Statements. As soon as available but in no event more than
forty-five (45) days after the end of each Fiscal Quarter (except the last Fiscal Quarter of
Borrowers Fiscal Year) the following financial statements or other information concerning the
operations of Borrower and its Subsidiaries for such Fiscal Quarter, the Fiscal Year to date, and
for the corresponding periods of the preceding Fiscal Year, all prepared in accordance with GAAP
consistently applied: (a) a consolidated balance sheet, (b) a consolidated summary of earnings,
(c) a consolidated statement of cash flows, and (d) such other statements as the Administrative
Agent may reasonably request. Delivery to the Administrative Agent within the time period
specified above of copies of Borrowers Quarterly Report on Form 10-Q as prepared and filed in
accordance with the requirements of the Securities Exchange Commission shall be deemed to satisfy
the requirements of this Subsection other than clause (d) hereof. Such quarterly financial
statements or Form 10-Qs required pursuant to this Subsection shall be accompanied by a Compliance
Certificate signed by Borrowers Chief Financial Officer or other officer of Borrower acceptable to
the Administrative Agent (subject to normal year end adjustments). 12.2.3Notice of Default. As soon as the existence of any Event of Default or
Potential Default becomes known to any officer of Borrower, prompt written notice of such Event of
Default or Potential Default, the nature and status thereof, and the action being taken or proposed
to be taken with respect thereto. 12.2.4ERISA Reports. As soon as possible and in any event within twenty (20) days
after Borrower knows or has reason to know that any Reportable Event or Prohibited Transaction has
occurred with respect to any Plan or that the PBGC or Borrower or any Subsidiary has instituted or
will institute proceedings under Title IV of ERISA to terminate any Plan, or that Borrower, any
Subsidiary or any ERISA Affiliate has completely or partially withdrawn from a Multiemployer Plan,
or that a Plan which is a Multiemployer Plan is in reorganization (within the meaning of Section
4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA) or is terminating, a
certificate of Borrowers Chief Financial Officer setting forth details as to such Reportable Event
or Prohibited Transaction or Plan termination or withdrawal or reorganization or insolvency and the
action Borrower or such Subsidiary proposes to take with respect thereto, provided, however, that
notwithstanding the foregoing, no reporting is required under this subsection (6) unless the
matter(s), individually or in the aggregate, result, or could be reasonably expected to result, in
aggregate obligations or liabilities of Borrower and/or the Subsidiaries in excess of ten million
dollars ($10,000,000). 47




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12.2.5Notice of Litigation. Promptly after the commencement thereof, notice of all
actions, suits, arbitration and any other proceedings before any Governmental Authority, affecting
Borrower or any Subsidiary which, if determined adversely to Borrower or any Subsidiary, could
reasonably be expected to require Borrower or any Subsidiary to have to pay or deliver assets
having a value of ten million dollars ($10,000,000) or more (whether or not the claim is covered by
insurance) or could reasonably be expected to result in a Material Adverse Effect. 12.2.6Notice of Material Adverse Effect. Promptly after Borrower obtains knowledge
thereof, notice of any matter which, alone or when considered together with other matters, has
resulted or could reasonably be expected to result in, a Material Adverse Effect. 12.2.7Notice of Environmental Proceedings. Without limiting the provisions of
Subsection 12.2.5 hereof, promptly after Borrowers receipt thereof, notice of the receipt of all
pleadings, orders, complaints, indictments, or other communication alleging a condition that may
require Borrower or any Subsidiary to undertake or to contribute to a cleanup or other response
under Environmental Regulations, or which seeks penalties, damages, injunctive relief, or criminal
sanctions related to alleged violations of such laws, or which claims personal injury or property
damage to any person as a result of environmental factors or conditions or which, if adversely
determined, could reasonably be expected to have a Material Adverse Effect. 12.2.8Regulatory and Other Notices. Promptly after Borrowers receipt thereof,
copies of any notices or other communications received from any Governmental Authority with respect
to any matter or proceeding the effect of which could reasonably be expected to have a Material
Adverse Effect. 12.2.9Adverse Action Regarding Required Licenses. As soon as Borrower learns that
any petition, action, investigation, notice of violation or apparent liability, notice of
forfeiture, order to show cause,
complaint or proceeding is pending, or, to the best of Borrowers knowledge, threatened, to
seek to revoke, cancel, suspend, modify, or limit any of the Required Licenses, prompt written
notice thereof and Borrower shall contest any such action in a Good Faith Contest. 12.2.10Budget. Promptly upon becoming available and in any event within thirty (30)
days after the beginning of each Fiscal Year, a copy of the Annual Operating Budget for the next
succeeding Fiscal Year and for each Fiscal Year through the 5-Year Maturity Date approved by
Borrowers board of directors, together with the assumptions and projections on which such budget
is based and a copy of forecasts of operations and capital expenditures (including investments) for
each Fiscal Year; provided that the Annual Operating Budget for the Fiscal Year ending August 31,
2005 shall be required on the Closing Date. In addition, if any material changes are made to such
budget or projections or forecasts during the year, then Borrower will furnish copies to the
Administrative Agent of any such changes promptly after such changes have been approved. 12.2.11Additional Information. With reasonable promptness, such other information
respecting the condition or operations, financial or otherwise, of Borrower or any Subsidiary as
the Administrative Agent or any Syndication Party may from time to time reasonably request. 48




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12.3Maintenance of Existence and Qualification. Borrower shall, and shall cause each
Subsidiary to, maintain its corporate existence in good standing under the laws of its state of
organization. Borrower shall, and shall cause each Subsidiary to, qualify and remain qualified as
a foreign corporation in each jurisdiction in which such qualification is necessary in view of its
business, operations and properties except where the failure to so qualify has not and could not
reasonably be expected to result in a Material Adverse Effect. 12.4Compliance with Legal Requirements and Agreements. Borrower shall, and shall
cause each Subsidiary to: (a) comply with all laws, rules, regulations and orders applicable to
Borrower (or such Subsidiary, as applicable) or its business unless such failure to comply is the
subject of a Good Faith Contest; and (b) comply with all agreements, indentures, mortgages, and
other instruments to which it (or any Subsidiary, as applicable) is a party or by which it or any
of its (or any Subsidiary, or any of such Subsidiarys, as applicable) property is bound; provided,
however, that the failure of Borrower to comply with this sentence in any instance not directly
involving the Administrative Agent or a Syndication Party shall not constitute an Event of Default
unless such failure could reasonably be expected to have a Material Adverse Effect. 12.5Compliance with Environmental Laws. Without limiting the provisions of Section
12.4 of this Credit Agreement, Borrower shall, and shall cause Subsidiary to, comply in all
material respects with, and take all reasonable steps necessary to cause all persons occupying or
present on any properties owned or leased by Borrower (or any Subsidiary, as applicable) to comply
with, all Environmental Regulations, the failure to comply with which would have a Material Adverse
Effect or unless such failure to comply is the subject of a Good Faith Contest. 12.6Taxes. Borrower shall pay or cause to be paid, and shall cause each Subsidiary
to pay, when due all taxes, assessments, and other governmental charges upon it, its income, its
sales, its properties (or upon Subsidiary and its income, sales, and properties, as applicable),
and federal and state taxes withheld from its (or Subsidiarys, as applicable) employees earnings,
unless (a) the failure to pay such taxes, assessments, or other governmental charges could not
reasonably be expected to result in a Material Adverse Effect, or (b) such taxes, assessments, or
other governmental charges are the subject of a Good Faith Contest and Borrower has established
adequate reserves therefor in accordance with GAAP. 12.7Insurance. Borrower shall maintain, and cause each Subsidiary to maintain,
insurance with one or more financially sound and reputable insurance carrier or carriers reasonably
acceptable to the Administrative Agent, in such amounts (including deductibles) and covering such
risks (including fidelity coverage) as are usually carried by companies engaged in the same or a
similar business and similarly situated, provided, however, that Borrower may, to the extent
permitted by Law, provide for appropriate self-insurance with respect to workers compensation. At
the request of Administrative Agent, copies of all policies (or such other proof of compliance with
this Section as may be reasonably satisfactory) shall be delivered to the Administrative Agent.
All such insurance policies shall contain a provision requiring at least ten (10) days notice to
Borrower prior to any cancellation for non-payment of premiums and at least 49




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forty-five (45) days
notice to Borrower of cancellation for any other reason or of non-renewal. With respect to all
such insurance policies, Borrower shall provide the Administrative Agent with (a) within ten (10)
days after obtaining such knowledge, written notice of any material modification of which it has
knowledge; and (b) one or more certificates of insurance which shall include the agreement of the
broker/insuror representative providing such certificates to provide to the Administrative Agent at
least ten (10) days notice prior to any cancellation of any such insurance policies for
non-payment of premiums and at least forty-five (45) days notice prior to cancellation of any such
insurance policies for any other reason, and of non-renewal or material modification of any such
insurance policies. No later than forty (40) days prior to expiration, Borrower shall give the
Administrative Agent (x) satisfactory written evidence of renewal of all such policies with
premiums paid, or (y) a written report as to the steps being taken by Borrower to renew or replace
all such policies, provided that notwithstanding the receipt of such written report, the
Administrative Agent may at any time thereafter give Borrower written notice to provide the
Administrative Agent with such evidence as described in clause (x), in which case Borrower must do
so within ten (10) days of such notice. Borrower agrees to pay all premiums on such insurance as
they become due (including grace periods), and will not permit any condition to exist which would
wholly or partially invalidate any insurance thereon. 12.8Maintenance of Properties. Borrower shall maintain, keep and preserve, and cause
each Subsidiary to maintain, keep and preserve, all of its material properties (tangible and
intangible) necessary or used in the proper conduct of its business in good working order and
condition, ordinary wear and tear excepted, and shall cause to be made all repairs, renewals,
replacements, betterments and improvements thereof, all as in the sole judgment of Borrower may be
reasonably necessary so that the business carried on in connection therewith may be properly and
advantageously conducted at all times. 12.9Payment of Liabilities. Borrower shall pay, and shall cause its Subsidiaries to
pay, all liabilities (including, without limitation: (a) any indebtedness for borrowed money or
for the deferred purchase price of property or services; (b) any obligations under leases which
have or should have been characterized as Capital Leases; and (c) any contingent liabilities, such
as guaranties, for the obligations of others relating to indebtedness for borrowed money or for the
deferred purchase price of property or services or relating to obligations under leases which have
or should have been characterized as Capital Leases) as they become due beyond any period of grace
under the instrument creating such liabilities, unless (with the exception of the Bank Debt) (a)
the failure to pay such liabilities within such time period could not reasonably be expected to
result in a Material Adverse Effect, or (b) they are contested in good faith by appropriate actions
or legal proceedings, Borrower establishes adequate reserves therefor in accordance with GAAP, and
such contesting will not result in a Material Adverse Effect. 12.10Inspection. Borrower shall permit, and cause its Subsidiaries to permit, the
Administrative Agent or any Syndication Party or their agents, during normal business hours or at
such other times as the parties may agree, to inspect the assets and operations of Borrower and its
Subsidiaries and to examine, and make copies of or abstracts from, Borrowers properties, books,
and records, and to discuss the affairs, finances, operations, and accounts of Borrower and its
Subsidiaries with their respective officers, directors, employees, and independent certified 50




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public
accountants (and by this provision Borrower authorizes said accountants to discuss with the
Administrative Agent or any Syndication Party or their agents the finances and affairs of
Borrower); provided, that, in the case of each meeting with the independent accountants Borrower is
given an opportunity to have a representative present at such meeting. 12.11Required Licenses; Permits; Intellectual Property; Etc. Borrower shall duly and
lawfully obtain and maintain in full force and effect, and shall cause its Subsidiaries to obtain
and maintain in full force and effect, all Required Licenses and Intellectual Property as
appropriate for the business being conducted and properties owned by Borrower or such Subsidiaries
at any given time. 12.12ERISA. Borrower shall make or cause to be made, and cause each Subsidiary to
make or cause to be made, all payments or contributions to all Borrower Pension Plans covered by
Title IV of ERISA, which are necessary to enable those Borrower Pension Plans to continuously meet
all minimum funding standards or requirements. 12.13Maintenance of Commodity Position. Borrower shall protect its commodity
inventory holdings or commitments to buy or sell commodities against adverse price movements,
including the taking of equal and opposite positions in the cash and futures markets, to minimize
losses and protect margins in commodity production, storage, processing and marketing as is
recognized as financially sound and reputable by prudent business persons in the commodity
business. 12.14Financial Covenants. Borrower shall maintain the following financial covenants: 12.14.1Working Capital. Borrower shall have at all times Consolidated Current Assets
minus Consolidated Current Liabilities of not less than $250,000,000. 12.14.2Consolidated Funded Debt to Consolidated Cash Flow. Borrower shall have at
all times and measured as of the end of each Fiscal Quarter, a ratio of Consolidated Funded Debt
divided by Consolidated Cash Flow of no greater than 3.00 to 1.00 as measured on the previous
consecutive four Fiscal Quarters. 12.14.3Adjusted Consolidated Funded Debt to Consolidated Members and Patrons
Equity. Borrower shall not permit the ratio of Adjusted Consolidated Funded Debt to
Consolidated Members and Patrons Equity to exceed at any time .80 to 1.00. 12.15Embargoed Person. At all times throughout the term of the Loans, (a) none of
the funds or assets of Borrower that are used to repay the Loans shall constitute property of, or
shall be beneficially owned directly or, to the knowledge of Borrower, indirectly by, any Person
subject to sanctions or trade restrictions under United States law (Embargoed Person or
Embargoed Persons) that is identified on (1) the List of Specially Designated Nationals and
Blocked Persons (the SDN List) maintained by the Office of Foreign Assets Control (OFAC), U.S.
Department of the Treasury, and/or to the knowledge of Borrower, as of the date thereof, based upon
reasonable inquiry by Borrower, on any other similar list (Other List) maintained by OFAC
pursuant to any authorizing statute including, but not limited to, the International Emergency
Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the 51




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Enemy Act, 50 U.S.C.
App. 1 et seq., and any Executive Order or regulation promulgated thereunder, with the
result that the investment in Borrower (whether directly or indirectly), is prohibited by law, or
the Loans made by the Syndication Parties would be in violation of law, or (2) the Executive Order,
any related enabling legislation or any other similar Executive Orders, and (b) no Embargoed Person
shall have any direct interest, and to the knowledge of Borrower, as of the date hereof, based upon
reasonable inquiry by Borrower, indirect interest, of any nature whatsoever in Borrower, with the
result that the investment in Borrower (whether directly or indirectly), is prohibited by law or
the Loans are in violation of law. 12.16Anti-Money Laundering. At all times throughout the term of the Loans, to the
knowledge of Borrower, as of the date hereof, based upon reasonable inquiry by Borrower, none of
the funds of Borrower, that are used to repay the Loans shall be derived from any unlawful
activity, with the result that the investment in Borrower (whether directly or indirectly), is
prohibited by law or the Loans would be in violation of law. ARTICLE 13. NEGATIVE COVENANTS From and after the date of this Credit Agreement until the Bank Debt is indefeasibly paid in
full, all Letters of Credit and Existing Letters of Credit have expired or been fully drawn, the
Syndication Parties have no obligation to make any Advance or issue any Negotiated Letter of
Credit, and the Letter of Credit Bank has no obligation to issue any Committed Letters of
Credit hereunder, Borrower agrees that it will observe and comply with the following covenants: 13.1Borrowing. Borrower shall not (nor shall it permit any of its Restricted
Subsidiaries to) create, incur, assume or permit to exist, directly or indirectly, any Debt, except
for: (a) Debt of Borrower arising under this Credit Agreement and the other Loan Documents; (b)
trade payables arising in the ordinary course of business; (c) Capital Leases in existence from
time to time; (d) current operating liabilities (other than for borrowed money) incurred in the
ordinary course of business; (e) unsecured Debt arising under uncommitted lines of credit; provided
that the maximum principal amount that may be outstanding at any one time shall not exceed
$100,000,000.00; (f) Debt in existence on the date hereof as set forth in Exhibit 13.1
attached hereto; (g) unsecured long-term Debt; (h) Debt of Borrower incurred pursuant to the Term
Loan Credit Agreement; (i) documentary and standby letters of credit issued at the request of
Borrower or any Restricted Subsidiary by a financial institution other than the Letter of Credit
Bank or a Syndication Party, provided the aggregate principal amount outstanding under such letters
of credit together with the undrawn face amount under all of the Letters of Credit does not exceed
$75,000,000, and provided further that the aggregate principal amount outstanding under such
letters of credit together with all 5-Year Advances, the undrawn face amount of all the Letters of
Credit and unreimbursed obligations with respect to payments made under all the Letters of Credit
shall not exceed the 5-Year Commitment; and (j) such other Debt agreed upon in writing between
Borrower and the Syndication Parties. 13.2No Other Businesses. Borrower shall not engage in any material respects in any
business activity or operations other than operations or activities (a) in the agriculture
industry, (b) in the food industry, or (c) which are not substantially different from or are
related to its present business activities or operations. 52




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13.3Liens. Borrower shall not (nor shall it permit any of its Restricted
Subsidiaries to) create, incur, assume or suffer to exist any mortgage, pledge, lien, charge or
other encumbrance on, or any security interest in, any of its real or personal properties
(including, without limitation, leasehold interests, leasehold improvements and any other interest
in real property or fixtures), now owned or hereafter acquired, except the following Liens
(Permitted Encumbrances): (a) Liens for taxes or assessments or other charges or levies of any Governmental Authority,
that are not delinquent or if delinquent (i) are the subject of a Good Faith Contest but in no
event past the time when a penalty would be incurred, and (ii) the aggregate amount of liabilities
so secured (including interest and penalties) does not exceed $10,000,000 at any one time
outstanding; (b) Liens imposed by Law, such as mechanics, workers, repairmans, miners, agisters,
attorneys, materialmens, landlords, warehousemens and carriers Liens and other similar Liens
which are securing obligations incurred in the ordinary course of business for sums not yet due and
payable or if due and payable which are the subject of a Good Faith Contest; (c) Liens under workers compensation, unemployment insurance, social security or similar
legislation (other than ERISA), or to secure payments of premiums for insurance purchased in the
ordinary course of business, or to secure the performance of tenders, statutory obligations, surety
and appearance bonds and bids, bonds for release of an attachment, stay of execution or injunction,
leases, government contracts, performance and return-of-money bonds and other similar obligations,
all of which are incurred in the ordinary course of business of Borrower or the Restricted
Subsidiary, as applicable, and not in connection with the borrowing of money; (d) Any attachment or judgment Lien, the time for appeal or petition for rehearing of which
shall not have expired or in respect of which Borrower or the Restricted Subsidiary is protected in
all material respects by insurance or for the payment of which adequate reserves have been
established, provided that the execution or other enforcement of such Liens is effectively stayed
and the claims secured thereby are the subject of a Good Faith Contest, and provided further that
the aggregate amount of liabilities of Borrower and its Restricted Subsidiaries so secured
(including interest and penalties) shall not be in excess of $10,000,000.00 at any one time
outstanding; (e) Easements, rights-of-way, restrictions, encroachments, covenants, servitudes, zoning and
other similar encumbrances which, in the aggregate, do not materially interfere with the
occupation, use and enjoyment by Borrower or any Restricted Subsidiary of the property or assets
encumbered thereby in the normal course of its business or materially impair the value of the
property subject thereto; (f) Liens arising in the ordinary course of business and created in connection with amounts on
deposit in charge card and like accounts (such as Visa or MasterCard); 53




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(g) Liens on land, buildings and equipment existing at the time of their acquisition or Liens
to secure the payment of all or any part of the purchase price of such land, buildings or equipment
or to secure Funded Debt incurred prior to, at the time of, or within one-hundred eighty (180) days
after the acquisition of such property for the purpose of financing all or any part of the purchase
price thereof, provided that any such Liens shall not encumber any other property of Borrower or
its Restricted Subsidiaries; (h) Liens assumed in connection with permitted mergers and acquisitions, but only to the
extent that such Liens shall secure only Funded Debt and shall not encumber any other property of
Borrower or any Restricted Subsidiary; (i) Liens on financed property created or incurred in connection with leases, mortgages,
conditional sales contracts, security interests or arrangements for the retention of title entered
into by Borrower or any of its Restricted Subsidiaries to secure industrial revenue bonds as
defined in Section 103(b)(2) of the Code and treated as obligations described in legislation
similar to the provisions of said Sections of the Code enacted in any State of the United States or
Puerto Rico, which are issued to finance property useful and intended to be used in carrying on the
business of Borrower or any of its Restricted Subsidiaries, provided that upon
creation of any such Lien Borrower or such Restricted Subsidiary shall incur Funded Debt
secured thereby in conformity with the provisions of Section 13.1 hereof; (j) Liens on property or assets of a Restricted Subsidiary to secure Debt of such Restricted
Subsidiary to Borrower; (k) Liens of CoBank and other cooperatives, respectively, on Investments by Borrower in the
stock, participation certificates, or allocated reserves of CoBank or other cooperatives,
respectively, owned by Borrower; (l) All precautionary filings of financing statements under the Uniform Commercial Code which
cover property that is made available to or used by Borrower or any Restricted Subsidiary pursuant
to the terms of an Operating Lease or Capital Lease; (m) Liens securing its reimbursement obligations under any letter of credit issued in
connection with the acquisition of an asset; provided that (i) the lien attaches only to such
asset, and (ii) the lien is released upon satisfaction of such reimbursement obligation; and (n) Liens to secure and provide credit support, up to a maximum of $25,000,000.00, for
regulated exchange or over-the-counter hedging transactions. 13.4Sale of Assets. Borrower shall not (nor shall it permit any of its Restricted
Subsidiaries to) sell, convey, assign, lease or otherwise transfer or dispose of, voluntarily, by
operation of law or otherwise, any material part of its now owned or hereafter acquired assets
during any twelve (12) month period commencing September 1, 2004 and each September 1 thereafter,
except: (a) the sale of inventory, equipment and fixtures disposed of in the ordinary course of
business, (b) the sale or other disposition of assets no longer necessary or useful for the conduct
of its business, and (c) leases of assets to an entity in which Borrower has at least a
fifty- 54




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percent (50%) interest in ownership, profits, and governance. For purposes of this Section,
material part shall mean ten percent (10%) or more of the lesser of the book value or the market
value of the assets of Borrower or such Restricted Subsidiary as shown on the balance sheets
thereof as of the August 31 immediately preceding each such twelve (12) month measurement period. 13.5Liabilities of Others. Borrower shall not (nor shall it permit any of its
Restricted Subsidiaries to) assume, guarantee, become liable as a surety, endorse, contingently
agree to purchase, or otherwise be or become liable, directly or indirectly (including, but not
limited to, by means of a maintenance agreement, an asset or stock purchase agreement, or any other
agreement designed to ensure any creditor against loss), for or on account of the obligation of any
Person, except: (a) by the endorsement of negotiable instruments for deposit or collection or
similar transactions in the ordinary course of the Borrowers or any Restricted Subsidiarys
business; and (b) guarantees made from time to time, whether in existence on the Closing Date or
made subsequent thereto, by Borrower and its Restricted Subsidiaries in the ordinary course of
their respective businesses with respect to the liabilities and obligations of Persons including
National Cooperative Refinery Association
(NCRA); provided, however, that the aggregate amount of all indebtedness guaranteed under
this clause (b) shall not exceed $150,000,000.00 in the aggregate. 13.6Loans. Borrower shall not (nor shall it permit any of its Restricted
Subsidiaries to) lend or advance money, credit, or property to any Person, except for: (a) loans
to Restricted Subsidiaries; (b) trade credit extended in the ordinary course of business and
advances against the purchase price for the purchase by Borrower of goods or services in the
ordinary course of business; (c) the loan to NCRA advanced on February 28, 2005 and as evidenced by
that certain loan agreement and that certain promissory note each dated October 1, 2004; (d) loans
made by Borrower to its members on open account maintained by such members with Borrower or made by
Borrower to its members pursuant to its Affiliate Financing CoBank Participation Program; (e) loans
made by Fin-Ag, Inc. to agricultural producers; and (f) loans, in the amount of open account credit
balances owing by Borrower to its customers for goods purchased from such customers by Borrower,
made to Cofina Financial, LLC (a joint venture between Borrower and Cenex Finance Association);
provided that at all times the aggregate outstanding principal amount of all such loans retained by
Borrower and Fin-Ag, Inc. under clauses (d) and (e) of this Section shall not exceed
$110,000,000.00. 13.7Merger; Acquisitions; Business Form; Etc. Borrower shall not (nor shall it
permit any of its Restricted Subsidiaries to) merge or consolidate with any entity, or acquire all
or substantially all of the assets of any person or entity, or form or create any new Subsidiary
(other than a Restricted Subsidiary formed by Borrower), change its business form from a
cooperative corporation, or commence operations under any other name, organization, or entity,
including any joint venture; provided, however, (a) The foregoing shall not prevent any consolidation, acquisition, or merger if after giving
effect thereto: 55




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(i) The book value of Borrower and its subsidiaries does not increase due to all such
mergers, consolidations or acquisitions by an aggregate amount in excess of $100,000,000.00
in any Fiscal Year of Borrower; (ii) Borrower is the surviving entity; and (iii) No Event of Default or Potential Default shall have occurred and be continuing. (b) The foregoing shall not prevent Borrower from forming or creating any new Subsidiary
provided: (i) The Investment in such Subsidiary does not violate any provision of Section 13.8
hereof; and (ii) Such Subsidiary shall not acquire all or substantially all of the assets of any
Person except through an acquisition, consolidation, or merger satisfying the requirements
of clause (a) of this Section. 13.8Investments. Except for the purchase of Bank Equity Interests, Borrower shall
not (nor shall it permit any of its Restricted Subsidiaries to) own, purchase or acquire any stock,
obligations or securities of, or any other interest in, or make any capital contribution to, or
otherwise make an Investment in, any Person, except that Borrower and the Restricted Subsidiaries
may own, purchase or acquire: (a) commercial paper maturing not in excess of one year from the date of acquisition and rated
P1 by Moodys Investors Service, Inc. or A1 by Standard & Poors Corporation on the date of
acquisition; (b) certificates of deposit in North American commercial banks rated C or better by Keefe,
Bruyette & Woods, Inc. or 3 or better by Cates Consulting Analysts, maturing not in excess of one
year from the date of acquisition; (c) obligations of the United States government or any agency thereof, the obligations of
which are guaranteed by the United States government, maturing, in each case, not in excess of one
year from the date of acquisition; (d) repurchase agreements of any bank or trust company incorporated under the laws of the
United States of America or any state thereof and fully secured by a pledge of obligations issued
or fully and unconditionally guaranteed by the United States government; (e) Investments permitted under Sections 13.5, 13.6, and 13.7; (f) Investments in Persons, which are not Restricted Subsidiaries, identified, including the
book value of each such Investment, on Exhibit 13.8(f) hereto; provided that the amount of
such Investment shall not increase above the amount shown in Exhibit 56




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13.8(f),except for
Investments made pursuant to clauses (h) through (k) of this Section subsequent to the Closing
Date; (g) Investments (by Borrower) in the Restricted Subsidiaries; (h) Investments in the form of non-cash patronage dividends in any Person; (i) Investments in NCRA in addition to (1) non-cash patronage dividends, and (2) those
Investments in NCRA by Borrower prior to the Closing Date, as shown, by amount and date, on
Exhibit 13.8(i) hereto, provided that the maximum amount of Investments in NCRA subsequent
to the Closing Date pursuant to this clause (i) shall not exceed $170,000,000.00; (j) Investments in Ventura Foods, LLC in addition to those Investments in Ventura Foods, LLC
by Borrower prior to the Closing Date, as shown, by amount and date, on Exhibit 13.8(j)
hereto, provided that the maximum amount of Investments in Ventura Foods, LLC subsequent to the
Closing Date pursuant to this clause (j) shall not exceed $80,000,000.00; and (k) Investments, in addition to those permitted by clauses (a) through (j) above, in an
aggregate amount not exceeding $110,000,000.00. 13.9Transactions With Related Parties. Borrower shall not purchase, acquire,
provide, or sell any equipment, other personal property, real property or services from or to any
Subsidiary (other than a Restricted Subsidiary), except in the ordinary course and pursuant to the
reasonable requirements of Borrowers business and upon fair and reasonable terms no less favorable
than would be obtained by Borrower in a comparable arms-length transaction with an unrelated
Person. 13.10Patronage Refunds, etc. Borrower shall not, directly or indirectly, in any
Fiscal Year (a) declare or pay any cash patronage refunds to patrons or members which in the
aggregate exceed 20% of Borrowers consolidated net patronage income for the Fiscal Year of
Borrower preceding the Fiscal Year in which such patronage refunds are to be paid, (b) directly or
indirectly redeem or otherwise retire its equity, or (c) make any cash distributions of any kind or
character in respect of its equity, unless, in the case of (a), (b), or (c), (i) at the time of
taking such action no Event of Default or Potential Default exists hereunder and (ii) after giving
effect thereto no Event of Default or Potential Default would exist hereunder. 13.11Change in Fiscal Year. Borrower shall not change its Fiscal Year from a year
ending on August 31 unless required to do so by the Internal Revenue Service, in which case
Borrower agrees to such amendment of the terms Fiscal Quarter and Fiscal Year, as used herein, as
the Administrative Agent reasonably deems necessary. 13.12ERISA. Borrower shall not: (a) engage in or permit any transaction which could
result in a prohibited transaction (as such term is defined in Section 406 of ERISA) or in the
imposition of an excise tax pursuant to Section 4975 of the Code with respect to any Borrower 57




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Benefit Plan; (b) engage in or permit any transaction or other event which could result in a
reportable event( as such term is defined in Section 4043 of ERISA) for any Borrower Pension
Plan; (c) fail to make full payment when due of all amounts which, under the provisions of any
Borrower Benefit Plan, Borrower is required to pay as contributions thereto; (d) permit to exist
any accumulated funding deficiency (as such term is defined in Section 302 of ERISA) as of the
end of any Fiscal Year, in excess of five percent (5.0%) of net worth (determined in accordance
with GAAP) of Borrower and its Consolidated Subsidiaries, whether or not waived, with respect to
any Borrower Pension Plan; (e) fail to make any payments to any Multiemployer Plan that Borrower
may be required to make under any agreement relating to such Multiemployer Plan or any law
pertaining thereto; or (f) terminate any Borrower Pension Plan in a manner which could result in
the imposition of a lien on any property of Borrower pursuant to Section 4068 of ERISA. Borrower
shall not terminate any Borrower Pension Plan so as to result in any liability to the PBGC. 13.13Anti-Terrorism Law. Borrower shall not (a) conduct any business or engage in
making or receiving any contribution of funds, goods or services to or for the benefit of any
Person described in Subsection 10.24.2 above, (b) deal in, or otherwise engage in any transaction
relating to, any property or interests in property blocked
pursuant to the Executive Order or any other Anti-Terrorism Law, or (c) engage in or conspire
to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or
attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law (and Borrower
shall deliver to the Administrative Agent any certification or other evidence requested from time
to time by the Administrative Agent in its reasonable discretion, confirming Borrower compliance
with this Section). ARTICLE 14. INDEMNIFICATION 14.1General; Stamp Taxes; Intangibles Tax. Borrower agrees to indemnify and hold the
Administrative Agent and each Syndication Party and their directors, officers, employees, agents,
professional advisers and representatives (Indemnified Parties) harmless from and against any and
all claims, damages, losses, liabilities, costs or expenses whatsoever which the Administrative
Agent or any other Indemnified Party may incur (or which may be claimed against any such
Indemnified Party by any Person), including attorneys fees incurred by any Indemnified Party,
arising out of or resulting from: (a) the material inaccuracy of any representation or warranty of
or with respect to Borrower in this Credit Agreement or the other Loan Documents; (b) the material
failure of Borrower to perform or comply with any covenant or obligation of Borrower under this
Credit Agreement or the other Loan Documents; (c) the exercise by the Administrative Agent of any
right or remedy set forth in this Credit Agreement or the other Loan Documents; or (d) all acts or
omissions of the beneficiary of any Letter of Credit, and for such purposes, such beneficiary shall
be deemed Borrowers agent; provided that Borrower shall have no obligation to indemnify any
Indemnified Party against claims, damages, losses, liabilities, costs or expenses to the extent
that a court of competent jurisdiction renders a final non-appealable determination that the
foregoing are solely the result of the willful misconduct or gross negligence of such Indemnified
Party. In addition, Borrower agrees to indemnify and hold the Indemnified Parties harmless from
and against any and all claims, damages, losses, liabilities, costs or expenses whatsoever which
the Administrative Agent or any 58




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other Indemnified Party may incur (or which may be claimed against
any such Indemnified Party by any Person), including attorneys fees incurred by any Indemnified
Party, arising out of or resulting from the imposition or nonpayment by Borrower of any stamp tax,
intangibles tax, or similar tax imposed by any state, including any amounts owing by virtue of the
assertion that the property valuation used to calculate any such tax was understated. Borrower
shall have the right to assume the defense of any claim as would give rise to Borrowers
indemnification obligation under this Section with counsel of Borrowers choosing so long as such
defense is being diligently and properly conducted and Borrower shall establish to the Indemnified
Partys satisfaction that the amount of such claims are not, and will not be, material in
comparison to the liquid and unrestricted assets of Borrower available to respond to any award
which may be granted on account of such claim. So long as the conditions of the preceding sentence
are met, Indemnified Party shall have no further right to reimbursement of attorneys fees incurred
thereafter. The obligation to indemnify set forth in this Section shall survive the termination of
this Credit Agreement and other covenants. 14.2Indemnification Relating to Hazardous Substances. Borrower shall not locate,
produce, treat, transport, incorporate, discharge, emit, release, deposit or dispose of any
Hazardous Substance in, upon, under, over or from any property owned or held by Borrower,
except in accordance with all Environmental Regulations; Borrower shall not permit any
Hazardous Substance to be located, produced, treated, transported, incorporated, discharged,
emitted, released, deposited, disposed of or to escape in, upon, under, over or from any property
owned or held by Borrower, except in accordance with Environmental Regulations; and Borrower shall
comply with all Environmental Regulations which are applicable to such property. Borrower shall
indemnify the Indemnified Parties against, and shall reimburse the Indemnified Parties for, any and
all claims, demands, judgments, penalties, liabilities, costs, damages and expenses, including
court costs and attorneys fees incurred by the Indemnified Parties (prior to trial, at trial and
on appeal) in any action against or involving the Indemnified Parties, resulting from any breach of
the foregoing covenants in this Section or the covenants in Section 12.5 hereof, or from the
discovery of any Hazardous Substance in, upon, under or over, or emanating from, such property, it
being the intent of Borrower and the Indemnified Parties that the Indemnified Parties shall have no
liability or responsibility for damage or injury to human health, the environmental or natural
resources caused by, for abatement and/or clean-up of, or otherwise with respect to, Hazardous
Substances as the result of the Administrative Agent or any Syndication Party exercising any of its
rights or remedies with respect thereto, including but not limited to becoming the owner thereof by
foreclosure or conveyance in lieu of foreclosure of a judgment lien; provided that such
indemnification as it applies to the exercise by the Administrative Agent or any Syndication Party
of its rights or remedies with respect to the Loan Documents shall not apply to claims arising
solely with respect to Hazardous Substances brought onto such property by the Administrative Agent
or such Syndication Party while engaged in activities other than operations substantially the same
as the operations previously conducted on such property by Borrower. The foregoing covenants of
this Section shall be deemed continuing covenants for the benefit of the Indemnified Parties, and
any successors and assigns of the Indemnified Parties, including but not limited to, any transferee
of the title of the Administrative Agent or any Syndication Party or any subsequent owner of the
property, and shall survive the satisfaction or release of any lien, any foreclosure of any lien
and/or any acquisition of title to the property or any part thereof by the Administrative Agent or
any 59




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Syndication Party, or anyone claiming by, through or under the Administrative Agent or any
Syndication Party or Borrower by deed in lieu of foreclosure or otherwise. Any amounts covered by
the foregoing indemnification shall bear interest from the date incurred at the Default Interest
Rate, shall be payable on demand, and shall be secured by the Security Documents. The
indemnification and covenants of this Section shall survive the termination of this Credit
Agreement and other covenants. ARTICLE 15. EVENTS OF DEFAULT; RIGHTS AND REMEDIES 15.1Events of Default. The occurrence of any of the following events (each an Event
of Default) shall, at the option of the Administrative Agent, make the entire Bank Debt
immediately due and payable (provided, that in the case of an Event of Default under Subsection
15.1(f) all amounts owing under the Notes and the other Loan Documents shall automatically and
immediately become due and payable without any action by or on behalf of the Administrative Agent),
and the Administrative Agent may exercise all rights and remedies for the collection of any amounts
outstanding hereunder and take whatever action it deems necessary to secure itself, all without
notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor,
or other notices or demands of any kind or character: (a) Failure of Borrower to pay (i) when due, whether by acceleration or otherwise, any
principal in accordance with this Credit Agreement or the other Loan Documents, or (ii) within five
(5) days of the date when due, whether by acceleration or otherwise, any interest or amounts other
than principal in accordance with this Credit Agreement or the other Loan Documents. (b) Any representation or warranty set forth in any Loan Document, any Borrowing Notice, any
financial statements or reports or projections or forecasts, or in connection with any transaction
contemplated by any such document, shall prove in any material respect to have been false or
misleading when made or furnished by Borrower. (c) Any default by Borrower in the performance or compliance with the covenants, promises,
conditions or provisions of Sections 12.7 (only if such default is with respect to the last
sentence of such Section), 12.10, 12.14, 12.15, 12.16, 13.1, 13.4, 13.5, 13.7, 13.10, or 13.13 of
this Credit Agreement; provided that a default under Subsection 12.14.1 hereof shall not constitute
an Event of Default nor a Potential Default if Borrower is in compliance with such Subsection
within five (5) Banking Days after the earlier of (i) the date on which Borrower discovers that it
is not in compliance with such test, or (ii) the date by which Borrower is required by Subsections
12.2.1 or 12.2.2 hereof to provide quarterly or year-end financial statements and/or Compliance
Certificates to the Administrative Agent. (d) Any default by Borrower in the performance or compliance with the covenants, promises,
conditions or provisions of Sections 4.12, 12.2, 12.4, 12.5, 12.6, 12.7 (except as provided in
clause (c) of this Section), 12.8, 12.9, (except as provided in Section 15.1(e)), 12.11, 12.12,
12.13, 13.3, 13.6, 13.8, 13.9, or 13.11 of this Credit Agreement, and such 60




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failure continues for
fifteen (15) days after Borrower learns of such failure to comply, whether by Borrowers own
discovery or through notice from the Administrative Agent. (e) The failure of Borrower to pay when due, or failure to perform or observe any other
obligation or condition with respect to any of the following obligations to any Person, beyond any
period of grace under the instrument creating such obligation: (i) any indebtedness for borrowed
money or for the deferred purchase price of property or services, (ii) any obligations under leases
which have or should have been characterized as Capital Leases, or (iii) any contingent
liabilities, such as guaranties, for the obligations of others relating to indebtedness for
borrowed money or for the deferred purchase price of property or services or relating to
obligations under leases which have or should have been characterized as Capital Leases; provided
that no such failure will be deemed to be an Event of Default hereunder unless and until the
aggregate amount owing under obligations with respect to which such failures have occurred and are
continuing is at least $10,000,000.00. (f) Borrower applies for or consents to the appointment of a trustee or receiver for any part
of its properties; any bankruptcy, reorganization, debt arrangement, dissolution or liquidation
proceeding is commenced or consented to by Borrower; or any application for appointment of a
receiver or a trustee, or any proceeding for bankruptcy, reorganization, debt management or
liquidation is filed for or commenced against Borrower, and is not withdrawn or dismissed within
sixty (60) days thereafter. (g) Failure of Borrower to comply with any other provision of this Credit Agreement or the
other Loan Documents not constituting an Event of Default under any of the preceding subparagraphs
of this Section 15.1, and such failure continues for thirty (30) days after Borrower learns of such
failure to comply, whether by Borrowers own discovery or through notice from the Administrative
Agent. (h) The entry of one or more judgments in an aggregate amount in excess of $5,000,000.00
against Borrower not stayed, discharged or paid within thirty (30) days after entry. (i) The occurrence at any time from the Original Effective Date to the Closing Date of any
circumstance which would have constituted an Event of Default under the 2003 Credit Agreement. (j) The occurrence of an Event of Default under the Term Loan Credit Agreement. 15.2No Advance. The Syndication Parties shall have no obligation to make any Advance
or issue any Negotiated Letter of Credit, and the Letter of Credit Bank shall have no obligation to
issue a Committed Letter of Credit if a Potential Default or an Event of Default shall occur and be
continuing. 15.3Rights and Remedies. In addition to the remedies set forth in Section 15.1 and
15.2 hereof, upon the occurrence of an Event of Default, the Administrative Agent shall be entitled
to exercise, subject to the provisions of Section 16.8 hereof, all the rights and remedies 61




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provided
in the Loan Documents and by any applicable law. Each and every right or remedy granted to the
Administrative Agent pursuant to this Credit Agreement and the other Loan Documents, or allowed the
Administrative Agent by law or equity, shall be cumulative. Failure or delay on the part of the
Administrative Agent to exercise any such right or remedy shall not operate as a waiver thereof.
Any single or partial exercise by the Administrative Agent of any such right or remedy shall not
preclude any future exercise thereof or the exercise of any other right or remedy. ARTICLE 16. AGENCY AGREEMENT 16.1Funding of Syndication Interest. Each Syndication Party, severally but not
jointly, hereby irrevocably agrees to fund its Funding Share of the Advances (Advance Payment) as
determined pursuant to the terms and conditions contained herein and in particular, Articles 2, 3,
4, and 5 hereof. Each Syndication Partys interest (Syndication Interest) in each Advance
hereunder shall be without recourse to the Administrative Agent or any other Syndication Party and
shall not be construed as a loan from any Syndication Party to the Administrative Agent or any
other Syndication Party. 16.2Syndication Parties Obligations to Remit Funds. Each Syndication Party agrees
to remit its Funding Share of each Advance to the Administrative Agent as, and within the time
deadlines (Syndication Party Advance Date), required in this Credit Agreement. Unless the
Administrative Agent shall have received notice from a Syndication Party prior to the date on which
such Syndication
Party is to provide funds to the Administrative Agent for an Advance to be made by such
Syndication Party that such Syndication Party will not make available to the Administrative Agent
such funds, the Administrative Agent may assume that such Syndication Party has made such funds
available to the Administrative Agent on the date of such Advance in accordance with the terms of
this Credit Agreement and the Administrative Agent in its sole discretion may, but shall not be
obligated to, in reliance upon such assumption, make available to Borrower on such date a
corresponding amount. If and to the extent such Syndication Party shall not have made such funds
available to the Administrative Agent by 2:00 P.M. (Central time) on the Banking Day due, such
Syndication Party agrees to repay the Administrative Agent forthwith on demand such corresponding
amount together with interest thereon, for each day from the date such amount is made available to
Borrower until the Banking Day such amount is repaid to the Administrative Agent (assuming payment
is received by the Administrative Agent at or prior to 2:00 P.M. (Central time), and until the next
Banking Day if payment is not received until after 2:00 P.M.), at the customary rate set by the
Administrative Agent for the correction of errors among banks for three (3) Banking Days and
thereafter at the Base Rate. If such Syndication Party shall repay to the Administrative Agent
such corresponding amount, such amount so repaid shall constitute such Syndication Partys Advance
for purposes of this Credit Agreement. If such Syndication Party does not pay such corresponding
amount forthwith upon the Administrative Agents demand therefor, the Administrative Agent shall
promptly notify Borrower, and Borrower shall immediately pay such corresponding amount to the
Administrative Agent with the interest thereon, for each day from the date such amount is made
available to Borrower until the date such amount is repaid to the Administrative Agent, at the rate
of interest applicable at the time to such Advance at the time. 62




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16.3Notices to Administrative Agent. On or prior to 3:00 P.M. (Central time) on each
Banking Day, each Syndication Party will provide the Administrative Agent with the information
required by Section 5.4 hereof regarding each Negotiated Letter of Credit issued by such
Syndication Party, and all payments or reimbursements made to such Syndication Party on account of
Negotiated Letters of Credit on such Banking Day. 16.4Syndication Partys Failure to Remit Funds. If a Syndication Party (Delinquent
Syndication Party) fails to remit (a) its Funding Share, (b) its 364-Day Bid Advance, or (c) its
5-Year Bid Advance, in full by the date and time required (the unpaid amount of any such payment
being hereinafter referred to as the Delinquent Amount), in addition to any other remedies
available hereunder, any other Syndication Party or Syndication Parties may, but shall not be
obligated to, advance the Delinquent Amount (the Syndication Party or Syndication Parties which
advance such Delinquent Amount are referred to as the Contributing Syndication Parties), in which
case (a) the Delinquent Amount which any Contributing Syndication Party advances shall be treated
as a loan to the Delinquent Syndication Party and shall not be counted in determining the
Individual Outstanding 364-Day Obligations or Individual Outstanding 5-Year Obligations, as
applicable, of any Contributing Syndication Party, and (b) the Delinquent Syndication Party shall
be obligated to pay to the Administrative Agent, for the account of the Contributing Syndication
Parties, interest on the Delinquent Amount at a rate of interest equal to the rate of interest
which Borrower is obligated to pay on the Delinquent Amount plus 200 basis points (Delinquency
Interest) until the Delinquent Syndication Party remits the full Delinquent Amount and remits
all Delinquency Interest to the Administrative Agent, which will distribute such payments to
the Contributing Syndication Parties (pro rata based on the amount of the Delinquent Amount which
each of them (if more than one) advanced) on the same Banking Day as such payments are received by
the Administrative Agent if received no later than 2:00 P.M. (Central time) or the next Banking Day
if received by the Administrative Agent thereafter. In addition, the Contributing Syndication
Parties shall be entitled to share, on the same pro rata basis, and the Administrative Agent shall
pay over to them, for application against Delinquency Interest and the Delinquent Amount, the
Delinquent Syndication Partys Payment Distribution and any fee distributions or distributions made
under Section 16.11 hereof until the Delinquent Amount and all Delinquency Interest have been paid
in full. For voting purposes the Administrative Agent shall readjust the Individual Commitments of
such Delinquent Syndication Party and the Contributing Syndication Parties from time to time first
to reflect the advance of the Delinquent Amount by the Contributing Syndication Parties, and then
to reflect the full or partial reimbursement to the Contributing Syndication Parties of such
Delinquent Amount. As between the Delinquent Syndication Party and the Contributing Syndication
Parties, the Delinquent Syndication Partys interest in its Notes shall be deemed to have been
partially assigned to the Contributing Syndication Parties in the amount of the Delinquent Amount
and Delinquency Interest owing to the Contributing Syndication Parties from time to time. This
Section shall also be applicable to Advances funded by the Administrative Agent (y) under Section
4.9 hereof, in which case the Administrative Agent, in its capacity as such, shall be deemed to be
the Contributing Syndication Party, and (z) under Section 4.11 hereof, in which case the
Administrative Agent, in its capacity as such, shall be deemed to be the Contributing Syndication
Party and the Overnight Lender shall be deemed to be the Delinquent Syndication Party. For the
purposes of calculating interest owed by a Delinquent Syndication Party, payments received on other
than a Banking Day shall be deemed 63




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to have been received on the next Banking Day, and payments
received after 2:00 P.M. (Central time) shall be deemed to have been received on the next Banking
Day. 16.5Agency Appointment. Each of the Syndication Parties hereby designates and
appoints the Administrative Agent to act as agent to service and collect the Loans and its
respective Notes and to take such action on behalf of such Syndication Party with respect to the
Loans and such Notes, and to execute such powers and to perform such duties, as specifically
delegated or required herein, as well as to exercise such powers and to perform such duties as are
reasonably incident thereto, and to receive and benefit from such fees and indemnifications as are
provided for or set forth herein, until such time as a successor is appointed and qualified to act
as the Administrative Agent. 16.6Power and Authority of the Administrative Agent. Without limiting the generality
of the power and authority vested in the Administrative Agent pursuant to Section 16.5 hereof, the
power and authority vested in the Administrative Agent includes, but is not limited to, the
following: 16.6.1Advice. To solicit the advice and assistance of each of the Syndication
Parties and Voting Participants concerning the administration of the Loans and the exercise by the
Administrative Agent of its various rights, remedies, powers, and discretions with respect thereto.
As to any matters not expressly provided for by this Credit Agreement or any other Loan Document,
the Administrative Agent shall in all cases be fully
protected in acting, or in refraining from acting, hereunder in accordance with instructions
signed by all of the Syndication Parties or the Required Lenders, as the case may be (and including
in each such case, Voting Participants), and any action taken or failure to act pursuant thereto
shall be binding on all of the Syndication Parties, Voting Participants, and the Administrative
Agent. 16.6.2Documents. To execute, seal, acknowledge, and deliver as the Administrative
Agent, all such instruments as may be appropriate in connection with the administration of the
Loans and the exercise by the Administrative Agent of its various rights with respect thereto. 16.6.3Proceedings. To initiate, prosecute, defend, and to participate in, actions
and proceedings in its name as the Administrative Agent for the ratable benefit of the Syndication
Parties. 16.6.4Retain Professionals. To retain attorneys, accountants, and other
professionals to provide advice and professional services to the Administrative Agent, with their
fees and expenses reimbursable to the Administrative Agent by Syndication Parties pursuant to
Section 16.19 hereof. 16.6.5Incidental Powers. To exercise powers reasonably incident to the
Administrative Agents discharge of its duties enumerated in Section 16.7 hereof. 16.7Duties of the Administrative Agent. The duties of the Administrative Agent
hereunder shall consist of the following: 64




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16.7.1Possession of Documents. To safekeep one original of each of the Loan
Documents other than the Notes (which will be in the possession of the Syndication Party named as
payee therein). 16.7.2Distribute Payments. To receive and distribute to the Syndication Parties
payments made by Borrower pursuant to the Loan Documents, as provided in Article 7 hereof. Unless
the Administrative Agent shall have received notice from Borrower prior to the date on which any
payment is due to any Syndication Party hereunder that Borrower will not make such payment in full,
the Administrative Agent may assume that Borrower has made such payment in full to the
Administrative Agent on such date and the Administrative Agent in its sole discretion may, but
shall not be obligated to, in reliance upon such assumption, cause to be distributed to each
Syndication Party on such due date an amount equal to the amount then due such Syndication Party.
If and to the extent Borrower shall not have so made such payment in full to the Administrative
Agent, each Syndication Party shall repay to the Administrative Agent forthwith on demand such
amount distributed to such Syndication Party together with interest thereon, for each day from the
date such amount is distributed to such Syndication Party until the date such Syndication Party
repays such amount to the Administrative Agent at the customary rate set by the Administrative
Agent for the correction of errors among banks for three (3) Banking Days and thereafter at the
Base Rate. 16.7.3Loan Administration. Subject to the provisions of Section 16.10 hereof, to, on
behalf of and for the ratable benefit of all Syndication Parties, in accordance with customary
banking practices, exercise all rights, powers, privileges, and discretion to which the
Administrative Agent is entitled to administer the Loans, including, without limitation: (a)
monitor all borrowing activity, issuances of Letters of Credit, Individual Commitment balances, and
maturity dates of all LIBO Rate Loans; (b) monitor and report Credit Agreement and covenant
compliance, and coordinate required credit actions by the Syndication Parties (including Voting
Participants where applicable); (c) manage the process for future waivers and amendments if
modifications to the Credit Agreement are required; and (d) administer, record, and process all
assignments to be made for the current and future Syndication Parties (including the preparation of
a revised Schedule 1 to replace the previous Schedule 1). 16.7.4Determination of Individual Lending Capacity and Individual Pro Rata Shares.
The Administrative Agent shall (a) on or before 10:00 A.M. and again at 12:30 P.M. (Central time)
on each Banking Day calculate the respective Individual 364-Day Lending Capacity and the respective
Individual 5-Year Lending Capacity of each Syndication Party, which 10:00 A.M. calculation shall be
in effect until 12:30 P.M. of the same Banking Day and which 12:30 P.M. calculation shall be in
effect until 10:00 A.M. of the next succeeding Banking Day; and (b) on or before 12:00 noon
(Central time) on each Banking Day calculate the respective Individual 364-Day Pro Rata Share and
the respective Individual 5-Year Pro Rata Share of each Syndication Party, which calculation shall
be in effect until 12:00 noon of the next succeeding Banking Day. 16.7.5Forwarding of Information. The Administrative Agent shall, within a reasonable
time after receipt thereof, forward to the Syndication Parties and Voting Participants notices and
reports provided to the Administrative Agent by Borrower pursuant to Section 12.2 hereof. 65




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16.8Action Upon Default. Each Syndication Party agrees that upon its learning of any
facts which would constitute a Potential Default or Event of Default, it shall promptly notify the
Administrative Agent by a writing designated as a notice of default specifying in detail the nature
of such facts and default, and the Administrative Agent shall promptly send a copy of such notice
to all other Syndication Parties. The Administrative Agent shall be entitled to assume that no
Event of Default or Potential Default has occurred or is continuing unless an officer thereof
primarily responsible for the Administrative Agents duties as such with respect to the Loans or
primarily responsible for the credit relationship between the Administrative Agent and Borrower has
actual knowledge of facts which would result in or constitute a Potential Default or Event of
Default, or has received written notice from Borrower of such fact, or has received written notice
of default from a Syndication Party. In the event the Administrative Agent has obtained actual
knowledge (in the manner described above) or received written notice of the occurrence of a
Potential Default or Event of Default as provided in the preceding sentences, the Administrative
Agent may, but is not required to exercise or refrain from exercising any rights which may be
available under the Loan Documents or at law on account of such occurrence and shall be entitled to
use its discretion with respect to exercising or refraining from exercising any such rights, unless
and until the Administrative Agent has received specific written instruction from the Required
Lenders to refrain from exercising such rights or to take specific designated action, in which
case it shall follow such instruction; provided that the Administrative Agent shall not be required
to take any action which will subject it to personal liability, or which is or may be contrary to
any provision of the Loan Documents or applicable law. The Administrative Agent shall not be
subject to any liability by reason of its acting or refraining from acting pursuant to any such
instruction. 16.8.1Indemnification as Condition to Action. Except for action expressly required
of the Administrative Agent hereunder, the Administrative Agent shall in all cases be fully
justified in failing or refusing to act hereunder unless it shall have received further assurances
(which may include cash collateral) of the indemnification obligations of the Syndication Parties
under Section 16.20 hereof in respect of any and all liability and expense which may be incurred by
it by reason of taking or continuing to take any such action. 16.9Bid Agents Appointment, Power, Authority, Duties and Resignation or Removal;
Fee. Each of the Syndication Parties hereby designates and appoints the Bid Agent to act as
such and to take such action on behalf of such Syndication Party with respect to the acceptance and
processing of Bid Requests and Bids as provided herein, as well as to exercise such powers and to
perform such duties as are reasonably incident thereto, and to receive and benefit from such fees
and indemnifications as are provided for or set forth herein, until such time as a successor is
appointed and qualified to act as the Bid Agent. The Bid Agent shall have such duties as specified
in this Credit Agreement. The resignation, removal, and designation of a successor for, the Bid
Agent shall be in accordance with the procedures set forth in Section 16.23 hereof with respect to
the Administrative Agent. The Bid Agent and any successor Bid Agent shall be entitled to such fee
as agreed upon between Borrower and the Bid Agent for acting as the Bid Agent. 66




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16.10Consent Required for Certain Actions. Notwithstanding the fact that this Credit
Agreement may otherwise provide that the Administrative Agent may act at its discretion, the
Administrative Agent may not take any of the following actions (nor may the Syndication Parties
take the action described in Subsection 16.10.1(a)) with respect to, or under, the Loan Documents
without the prior written consent, given after notification by the Administrative Agent of its
intention to take any such action (or notification by such Syndication Parties as are proposing the
action described in Subsection 16.10.1(a) of their intention to do so), of: 16.10.1Unanimous. Each of the Syndication Parties and Voting Participants before: (a) Amending the definition of Required Lenders as set forth herein or amending Subsections
16.10.1, 16.10.2, or 16.10.3; or (b) Amending Section 7.6 hereof. 16.10.2Facility Lenders. (a) Each of the Syndication Parties and Voting Participants with Individual 364-Day
Commitments before: (i) Agreeing to an increase in the 364-Day Commitment, or any Syndication Partys share
thereof, or an extension of the 364-Day Maturity Date; or (ii) Agreeing to a reduction in the amount, or to a delay in the due date, of any
payment by Borrower of interest, principal, or fees with respect to the 364-Day Facility;
provided, however, this restriction shall not apply to a delay in payment granted by the
Administrative Agent in the ordinary course of administration of the Loans and the exercise
of reasonable judgment, so long as such payment delay does not exceed five (5) days. (b) Each of the Syndication Parties and Voting Participants with Individual 5-Year Commitments
before: (i) Agreeing to an increase in the 5-Year Commitment, or any Syndication Partys share
thereof, or an extension of the 5-Year Maturity Date; or (ii) Agreeing to a reduction in the amount, or to a delay in the due date, of any
payment by Borrower of interest, principal, or fees with respect to the 5-Year Facility;
provided, however, this restriction shall not apply to a delay in payment granted by the
Administrative Agent in the ordinary course of administration of the Loans and the exercise
of reasonable judgment, so long as such payment delay does not exceed five (5) days. 16.10.3Required Lenders. The Required Lenders before: 67




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(a) Consenting to any action, amendment, or granting any waiver not covered in Subsections
16.10.1, 16.10.2, or 16.10.3; or (b) Agreeing to amend Article 16 of this Credit Agreement (other than Subsections 16.10.1,
16.10.2, or 16.10.3). 16.10.4Action Without Vote. Notwithstanding any other provisions of this Section,
the Administrative Agent or, with respect to Subsection 16.10.4(b) hereof, the Letter of Credit
Bank and the Administrative Agent, may take the following actions without obtaining the consent of
the Syndication Parties or the Voting Participants: (a) Determining (i) whether the conditions to an Advance have been met, and (ii) the amount of
such Advance; (b) Determining (i) whether the conditions and procedures as set forth in Article 5 hereof for
issuance of a Committed Letter of Credit have been properly satisfied and (ii) the amount of such
Letter of Credit; (c) Determining whether the Bid Advance conditions and procedures as set forth in Article 4
hereof have been properly satisfied. 16.10.5Voting Participants. Under the circumstances set forth in Section 16.29
hereof, each Voting Participant shall be accorded voting rights as though such Person was a
Syndication Party, and in such case the voting rights of the Syndication Party from which such
Voting Participant acquired its participation interest shall be reduced accordingly. If no written consent or denial is received from a Syndication Party or a Voting Participant within
five (5) Banking Days after written notice of any proposed action as described in this Section is
delivered to such Syndication Party or Voting Participant by the Administrative Agent, such
Syndication Party or Voting Participant shall be conclusively deemed to have consented thereto for
the purposes of this Section. 16.11Distribution of Principal and Interest. The Administrative Agent will receive
and accept all payments (including prepayments) of principal and interest made by Borrower on the
Loans and the Notes and will hold all such payments in trust for the benefit of all appropriate
present and future Syndication Parties, and, if requested in writing by the Required Lenders, in an
account segregated from the Administrative Agents other funds and accounts (Payment Account).
After the receipt by the Administrative Agent of any payment representing interest or principal on
the Loans, the Administrative Agent shall remit to the appropriate (depending upon whether the
payment was made with respect to the 364-Day Facility and/or the 5-Year Facility) Syndication Party
its share of such payment as provided in Article 7 hereof, (Payment Distribution) no later than
3:00 P.M. (Central time) on the same Banking Day as such payment is received by the Administrative
Agent if received no later than 1:00 P.M. (Central time) or the next Banking Day if received by the
Administrative Agent thereafter. Any Syndication Partys rights to its Payment Distribution shall
be subject to the rights of any Contributing Syndication Parties to such amounts as set forth in
Section 16.4 hereof. 68




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16.12Distribution of Certain Amounts. The Administrative Agent shall (a) receive and
hold in trust for the benefit of all present and future Syndication Parties, in the Payment Account
and, if requested in writing by the Required Lenders, segregated from the Administrative Agents
other funds and accounts and (b) shall remit to the Syndication Parties, as indicated, the amounts
described below: 16.12.1Funding Losses. To each Syndication Party the amount of any Funding Losses
paid by Borrower to the Administrative Agent in connection with a prepayment of any portion of a
LIBO Rate Loan or a Bid Rate Loan, in accordance with the Funding Loss Notice such Syndication
Party provided to the Administrative Agent, no later than 3:00 P.M. (Central time) on the same
Banking Day that payment of such Funding Losses is received by the Administrative Agent, if
received no later
than 1:00 P.M. (Central time), or the next Banking Day if received by the Administrative Agent
thereafter. 16.12.2Fees. To each Syndication Party its share of any 364-Day Facility Fees and
5-Year Facility Fees paid by Borrower to the Administrative Agent, no later than 3:00 P.M. (Central
time) on the same Banking Day that payment of such fees is received by the Administrative Agent, if
received no later than 1:00 P.M. (Central time), or the next Banking Day if received by the
Administrative Agent thereafter. 16.13Possession of Loan Documents. The Loan Documents (other than the Notes) shall
be held by the Administrative Agent in its name, for the ratable benefit of itself and the other
Syndication Parties without preference or priority. 16.14Collateral Application. The Syndication Parties shall have no interest in any
other loans made to Borrower by any other Syndication Party other than the Loans, or in any
property taken as security for any other loan or loans made to Borrower by any other Syndication
Party, or in any property now or hereinafter in the possession or control of any other Syndication
Party, which may be or become security for the Loans solely by reason of the provisions of a
security instrument that would cause such security instrument and the property covered thereby to
secure generally all indebtedness owing by Borrower to such other Syndication Party.
Notwithstanding the foregoing, to the extent such other Syndication Party applies such funds or the
proceeds of such property to reduction of one or more of the Loans, such other Syndication Party
shall share such funds or proceeds with all Syndication Parties according to their respective
Individual Commitments. In the event that any Syndication Party shall obtain payment, whether
partial or full, from any source in respect of one or more of the Loans, including without
limitation payment by reason of the exercise of a right of offset, bankers lien, general lien, or
counterclaim, such Syndication Party shall promptly make such adjustments (which may include
payment in cash or the purchase of further Syndication Interests or participations in the Loans) to
the end that such excess payment shall be shared with all other Syndication Parties in accordance
with their respective Individual Commitments. Notwithstanding any of the foregoing provisions of
this Section or Article 9 hereof, no Syndication Party other than CoBank shall have any right to,
or to the proceeds of, or any right to the application to any amount owing to such Syndication
Party hereunder of any the proceeds of, (a) any Bank Equity Interests issued to Borrower by CoBank
or on account of any statutory lien held by CoBank on such Bank Equity Interests, or (b) any Bank
Equity Interests issued to Borrower by any Farm Credit System Institution which is a 69




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Syndication
Party hereunder or on account of any statutory lien held by such Farm Credit System Institution on
such Bank Equity Interests. 16.15Amounts Required to be Returned. If the Administrative Agent makes any payment
to a Syndication Party in anticipation of the receipt of final funds from Borrower, and such funds
are not received from Borrower, or if excess funds are paid by the Administrative Agent to any
Syndication Party as the result of a miscalculation by the Administrative Agent, then such
Syndication Party shall, on demand of the Administrative Agent, forthwith return to the
Administrative Agent any such amounts, plus interest thereon (from the day such amounts were
transferred by the
Administrative Agent to the Syndication Party to, but not including, the day such amounts are
returned by Syndication Party) at a rate per annum equal to the customary rate set by the
Administrative Agent for the correction of errors among banks for three (3) Banking Days and
thereafter at the Base Rate. If the Administrative Agent is required at any time to return to
Borrower or a trustee, receiver, liquidator, custodian, or similar official any portion of the
payments made by Borrower to the Administrative Agent, whether pursuant to any bankruptcy or
insolvency law or otherwise, then each Syndication Party shall, on demand of the Administrative
Agent, forthwith return to the Administrative Agent any such payments transferred to such
Syndication Party by the Administrative Agent but without interest or penalty (unless the
Administrative Agent is required to pay interest or penalty on such amounts to the person
recovering such payments). 16.16Reports and Information to Syndication Parties. The Administrative Agent shall
use reasonable efforts to provide to the Syndication Parties, as soon as practicable after actual
knowledge thereof is acquired by an officer thereof primarily responsible for the Administrative
Agents duties as such with respect to the Loans or primarily responsible for the credit
relationship between the Administrative Agent and Borrower, any material factual information which
has a material adverse effect on the creditworthiness of Borrower, and Borrower hereby authorizes
such disclosure by the Administrative Agent to the Syndication Parties (and by the Syndication
Parties to any of their participants). Failure of the Administrative Agent to provide the
information referred to in this Section or in Subsection 16.7.5 hereof shall not result in any
liability upon, or right to make a claim against, the Administrative Agent except where a court of
competent jurisdiction renders a final non-appealable determination that such failure is a result
of the willful misconduct or gross negligence of the Administrative Agent. Syndication Parties
acknowledge and agree that all information and reports received pursuant to this Credit Agreement
will be received in confidence in connection with their Syndication Interest, and that such
information and reports constitute confidential information and shall not, without the prior
written consent of the Administrative Agent or Borrower (which consent will not be unreasonably
withheld, provided that Borrower shall have no consent rights upon the occurrence and during the
continuance of an Event of Default), be (a) disclosed to any third party (other than the
Administrative Agent, another Syndication Party or potential Syndication Party, or a participant or
potential participant in the interest of a Syndication Party, which disclosure is hereby approved
by Borrower), except pursuant to appropriate legal or regulatory process, or (b) used by the
Syndication Party except in connection with the Loans and its Syndication Interest. 16.17Standard of Care. The Administrative Agent shall not be liable to Syndication
Parties for any error in judgment or for any action taken or not taken by the Administrative 70




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Agent
or its agents, except to the extent that a court of competent jurisdiction renders a final
non-appealable determination that any of the foregoing resulted from the gross negligence or
willful misconduct of the Administrative Agent. Subject to the preceding sentence, the
Administrative Agent will exercise the same care in administering the Loans and the Loan Documents
as it exercises for similar loans which it holds for its own account and risk, and the
Administrative Agent shall not have any further responsibility to the Syndication Parties. Without
limiting the foregoing, the Administrative Agent may rely on the advice of counsel concerning legal
matters and on any written document it believes to be genuine and correct and to have been signed
or sent by the proper Person or Persons. 16.18No Trust Relationship. Neither the execution of this Credit Agreement, nor the
sharing in the Loans, nor the holding of the Loan Documents in its name by the Administrative
Agent, nor the management and administration of the Loans and Loan Documents by the Administrative
Agent (including the obligation to hold certain payments and proceeds in the Payment Account in
trust for the Syndication Parties), nor any other right, duty or obligation of the Administrative
Agent under or pursuant to this Credit Agreement is intended to be or create, and none of the
foregoing shall be construed to be or create, any express, implied or constructive trust
relationship between the Administrative Agent and any Syndication Party. Each Syndication Party
hereby agrees and stipulates that the Administrative Agent is not acting as trustee for such
Syndication Party with respect to the Loans, this Credit Agreement, or any aspect of either, or in
any other respect. 16.19Sharing of Costs and Expenses. To the extent not paid by Borrower, each
Syndication Party will promptly upon demand reimburse the Administrative Agent for its
proportionate share (based on the ratio of the total of its Individual Commitments to the sum of
the 364-Day Commitment and the 5-Year Commitment), for all reasonable costs, disbursements, and
expenses incurred by the Administrative Agent on or after the date of this Credit Agreement for
legal, accounting, consulting, and other services rendered to the Administrative Agent in its role
as the Administrative Agent in the administration of the Loans, interpreting the Loan Documents,
and protecting, enforcing, or otherwise exercising any rights, both before and after default by
Borrower under the Loan Documents, and including, without limitation, all costs and expenses
incurred in connection with any bankruptcy proceedings and the exercise of any remedies with
respect to the Cash Collateral Account or otherwise; provided, however, that the costs and expenses
to be shared in accordance with this Section shall not include any costs or expenses incurred by
the Administrative Agent solely as a Syndication Party in connection with the Loans, nor to the
Administrative Agents internal costs and expenses. 16.20Syndication Parties Indemnification of the Administrative Agent and Bid Agent.
Each of the Syndication Parties agree to indemnify the Administrative Agent, including any
Successor Agent, and the Bid Agent, and their respective directors, officers, employees, agents,
professional advisers and representatives (Indemnified Agency Parties), (to the extent not
reimbursed by Borrower, and without in any way limiting the obligation of Borrower to do so),
ratably (based on the ratio of the total of its Individual Commitments to the sum of the 364-Day
Commitment and the 5-Year Commitment), from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind
whatsoever which may at any time (including, without limitation, at any time following the 71




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payment
of the Loans and/or the expiration or termination of this Credit Agreement) be imposed on, incurred
by or asserted against the Administrative Agent or the Bid Agent (or any of the Indemnified Agency
Parties while acting for the Administrative Agent or for any Successor Agent) in any way relating
to or arising out of this Credit Agreement or the Loan Documents, or the performance of the duties
of the Administrative Agent or the Bid Agent hereunder or thereunder or any action taken or omitted
while acting in the capacity of the Administrative Agent or the Bid Agent under or in connection
with any of the foregoing; provided that the Syndication Parties shall not be liable for the
payment of any portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or
disbursements of an Indemnified Agency Party to the extent that a court of competent
jurisdiction renders a final non-appealable determination that the foregoing are the result of the
willful misconduct or gross negligence of such Indemnified Agency Party. The agreements and
obligations in this Section shall survive the payment of the Loans and the expiration or
termination of this Credit Agreement. 16.21Books and Records. The Administrative Agent shall maintain such books of
account and records relating to the Loans as it maintains with respect to other loans of similar
type and amount, and which shall clearly and accurately reflect the Syndication Interest of each
Syndication Party. The Syndication Parties, or their agents, may inspect such books of account and
records at all reasonable times during the Administrative Agents regular business hours. 16.22Administrative Agent Fee. The Administrative Agent and any Successor Agent
shall be entitled to such fee as agreed upon between Borrower and the Administrative Agent for
acting as the Administrative Agent. 16.23The Administrative Agents Resignation or Removal. The Administrative Agent may
resign at any time by giving at least sixty (60) days prior written notice of its intention to do
so to each of the Syndication Parties and Borrower. After the receipt of such notice, the Required
Lenders shall appoint a successor (Successor Agent). If (a) no Successor Agent shall have been
so appointed which is either (i) a Syndication Party, or (ii) if not a Syndication Party, which is
a Person approved by Borrower, such approval not to be unreasonably withheld (provided that
Borrower shall have no approval rights upon the occurrence and during the continuance of an Event
of Default), or (b) if such Successor Agent has not accepted such appointment, in either case
within forty-five (45) days after the retiring Administrative Agents giving of such notice of
resignation, then the retiring Administrative Agent may, after consulting with, but without
obtaining the approval of, Borrower, appoint a Successor Agent which shall be a bank or a trust
company organized under the laws of the United States of America or any state thereof and having a
combined capital, surplus and undivided profit of at least $250,000,000. Any Administrative Agent
may be removed upon the written demand of the Required Lenders, which demand shall also appoint a
Successor Agent. Upon the appointment of a Successor Agent hereunder, (a) the term Administrative
Agent shall for all purposes of this Credit Agreement thereafter mean such Successor Agent, and
(b) the Successor Agent shall notify Borrower of its identity and of the information called for in
Subsection 17.4.2 hereof. After any retiring Administrative Agents resignation hereunder as the
Administrative Agent, or the removal hereunder of any Administrative Agent, the provisions of this
Credit Agreement shall 72




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continue to inure to the benefit of such Administrative Agent as to any
actions taken or omitted to be taken by it while it was the Administrative Agent under this Credit
Agreement. 16.24Representations and Warranties of All Parties. The Administrative Agent, the
Bid Agent, and each Syndication Party represents and warrants that: (a) the execution and delivery
of, and performance of its obligations under, this Credit Agreement is within its power and has
been duly authorized by all necessary corporate and other action by it; (b) this Credit Agreement
is in material compliance with all applicable laws and regulations promulgated under such laws and
does not conflict with
nor constitute a breach of its charter or by-laws nor any agreements by which it is bound, and
does not violate any judgment, decree or governmental or administrative order, rule or regulation
applicable to it; (c) no approval, authorization or other action by, or declaration to or filing
with, any governmental or administrative authority or any other Person is required to be obtained
or made by it in connection with the execution and delivery of, and performance of its obligations
under, this Credit Agreement; and (d) this Credit Agreement has been duly executed by it, and, to
its knowledge, constitutes the legal, valid, and binding obligation of such Person, enforceable in
accordance with its terms, except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors
generally and general equitable principles (regardless of whether such enforceability is considered
in a proceeding at law or in equity). Each Syndication Party that is a state or national bank
represents and warrants that the act of entering into and performing its obligations under this
Credit Agreement has been approved by its board of directors or its loan committee and such action
was duly noted in the written minutes of the meeting of such board or committee, and that it will,
upon the Administrative Agents written request following such Syndication Partys default under
any of its obligations hereunder, furnish the Administrative Agent with a certified copy of such
minutes or an excerpt therefrom reflecting such approval. 16.25Representations and Warranties of CoBank. Except as expressly set forth in
Section 16.24 hereof, CoBank, in its role as a Syndication Party and as the Administrative Agent,
makes no express or implied representation or warranty and assumes no responsibilities with respect
to the due authorization, execution, or delivery of the Loan Documents; the accuracy of any
information, statements, or certificates provided by Borrower, the legality, validity, or
enforceability of the Loan Documents; the filing or recording of any document; the collectibility
of the Loans; the performance by Borrower of any of its obligations under the Loan Documents; or
the financial condition or solvency of Borrower or any other party obligated with respect to the
Loans or the Loan Documents. 16.26Syndication Parties Independent Credit Analysis. Each Syndication Party
acknowledges receipt of true and correct copies of all Loan Documents (other than any Note payable
to another Syndication Party) from the Administrative Agent. Each Syndication Party agrees and
represents that it has relied upon its independent review (a) of the Loan Documents, and (b) any
information independently acquired by such Syndication Party from Borrower or otherwise in making
its decision to acquire an interest in the Loans independently and without reliance on the
Administrative Agent. Each Syndication Party represents and warrants that it has obtained such
information as it deems necessary (including any information such Syndication Party independently
obtained from Borrower or others) prior to making its decision to acquire an 73




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interest in the Loans.
Each Syndication Party further agrees and represents that it has made its own independent analysis
and appraisal of and investigation into each Borrowers authority, business, operations, financial
and other condition, creditworthiness, and ability to perform its obligations under the Loan
Documents and has relied on such review in making its decision to acquire an interest in the Loans.
Each Syndication Party agrees that it will continue to rely solely upon its independent review of
the facts and circumstances related to Borrower, and without reliance upon the Administrative
Agent, in making future decisions with respect to all matters under or in connection with the Loan
Documents and the Loans. The Administrative Agent
assumes no responsibility for the financial condition of Borrower or for the performance of
Borrowers obligations under the Loan Documents. Except as otherwise expressly provided herein, no
Syndication Party shall have any duty or responsibility to furnish to any other Syndication Parties
any credit or other information concerning Borrower which may come into its possession. 16.27No Joint Venture or Partnership. Neither the execution of this Credit
Agreement, the sharing in the Loans, nor any agreement to share in payments or losses arising as a
result of this transaction is intended to be or to create, and the foregoing shall not be construed
to be, any partnership, joint venture or other joint enterprise between the Administrative Agent
and any Syndication Party, nor between or among any of the Syndication Parties. 16.28Purchase for Own Account; Restrictions on Transfer; Participations. Each
Syndication Party represents that it has acquired and is retaining its interest in the Loans for
its own account in the ordinary course of its banking or financing business and not with a view
toward the sale, distribution, further participation, or transfer thereof. Each Syndication Party
other than CoBank agrees that it will not sell, assign, convey or otherwise dispose of (Transfer)
to any Person, or create or permit to exist any lien or security interest on all or any part of its
interest in the Loans, without the prior written consent of the Administrative Agent and Borrower
(which consent will not be unreasonably withheld, provided that Borrower shall have no approval
rights upon the occurrence and during the continuance of an Event of Default); provided that: (a)
any such Transfer (except a Transfer to another Syndication Party or a Transfer by CoBank) must be
in a minimum amount of $10,000,000.00, unless it Transfers its entire Syndication Interest; (b)
each Syndication Party must maintain an Individual Commitment of no less than $5,000,000.00, unless
it Transfers its entire Syndication Interest; (c) the transferee must execute an agreement
substantially in the form of Exhibit 16.28 hereto (Syndication Acquisition Agreement) and
assume all of the transferors obligations hereunder and execute such documents as the
Administrative Agent may reasonably require; and (d) the Syndication Party making such Transfer
must pay, or cause the transferee to pay, the Administrative Agent an assignment fee of $3,500.00.
Any Syndication Party may participate any part of its interest in the Loans to any Person with the
prior written consent of the Administrative Agent and Borrower (which consent will not be
unreasonably withheld, provided that Borrower shall have no approval rights upon the occurrence and
during the continuance of an Event of Default), provided that no such consent shall be required
where the participant is a Person at least fifty percent (50%) the equity interest in which is
owned by such Syndication Party or which owns at least fifty percent (50%) of the equity interest
in such Syndication Party or at least fifty percent (50%) of the equity interest of which is owned
by the same Person which owns at least fifty percent (50%) of the equity interest of such
Syndication Party, and each Syndication Party 74




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understands and agrees that in the event of any such
participation: (x) its obligations hereunder will not change on account of such participation; (y)
the participant will have no rights under this Credit Agreement, including, without limitation,
voting rights (except as provided in Section 16.29 hereof with respect to Voting Participants) or
the right to receive payments or distributions; and (z) the Administrative Agent shall continue to
deal directly with the Syndication Party with respect to the Loans (including with respect to
voting rights, except as provided in Section 16.29 hereof with respect to Voting Participants) as
though no participation
had been granted and will not be obligated to deal directly with any participant (except as
provided in Section 16.29 hereof with respect to Voting Participants). Notwithstanding any
provision contained herein to the contrary, any Syndication Party may at any time pledge or assign
all or any portion of its interest in the Loans to any Federal Reserve Bank or any Farm Credit Bank
in accordance with applicable law. CoBank reserves the right to sell participations on a
non-patronage basis. 16.29Certain Participants Voting Rights. Any Farm Credit System Institution which
(a) has acquired and, at any time of determination maintains, a participation interest in the
minimum aggregate amount of $10,000,000.00 in a particular Syndication Partys Syndication
Interest; and (b) has been designated in writing by such Syndication Party to the Administrative
Agent as having such entitlement (such designation to include for such participant, its name,
contact information, and dollar participation amount) (each a Voting Participant), shall be
entitled to vote (and such Syndication Partys voting rights shall be correspondingly reduced), on
a dollar basis, as if such Voting Participant were a Syndication Party, on any matter requiring or
allowing a Syndication Party, to provide or withhold its consent, or to otherwise vote on any
proposed action. The voting rights of any Syndication Party so designating a Voting Participant
shall be reduced by an equivalent dollar amount. 16.30Method of Making Payments. Payment and transfer of all amounts owing or to be
paid or remitted hereunder, including, without limitation, payment of the Advance Payment by
Syndication Parties, and distribution of principal or interest payments or fees or other amounts by
the Administrative Agent, shall be by wire transfer in accordance with the instructions contained
on Exhibit 16.30 hereto (Wire Instructions). 16.31Events of Syndication Default/Remedies. 16.31.1Syndication Party Default. Any of the following occurrences, failures or
acts, with respect to any of the Syndication Parties shall constitute an Event of Syndication
Default hereunder by such party: (a) if any representation or warranty made by such party in this
Credit Agreement shall be found to have been untrue in any material respect; (b) if such party
fails to make any distributions or payments required under this Credit Agreement within five (5)
days of the date required; (c) if such party breaches any other covenant, agreement, or provision
of this Credit Agreement which breach shall have continued uncured for a period of thirty (30)
consecutive days after such breach first occurs, unless a shorter period is required to avoid
prejudicing the rights and position of the other Syndication Parties; (d) if any agency having
supervisory authority over such party, or any creditors thereof, shall file a petition to
reorganize or liquidate such party pursuant to any applicable federal or state law or regulation
and such petition shall not be discharged or denied within fifteen (15) days after the date on 75




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which it is filed; (e) if by the order of a court of competent jurisdiction or by any appropriate
supervisory agency, a receiver, trustee or liquidator shall be appointed for such party or for all
or any material part of its property or if such party shall be declared insolvent; or (f) if such
party shall be dissolved, or shall make an assignment for the benefit of its creditors, or shall
file a petition seeking to take advantage of any debtors
act, including the bankruptcy act, or shall admit in writing its inability to pay its debts
generally as they become due, or shall consent to the appointment of a receiver or liquidator of
all or any material part of its property. 16.31.2Remedies. Upon the occurrence of an Event of Syndication Default, the
non-defaulting Syndication Parties, acting by, or through the direction of, a simple majority
(determined based on the ratio of (a) the total of their Individual Commitments to (b)(i) the sum
of the 364-Day Commitment and the 5-Year Commitment less (ii) the Individual Commitments of the
defaulting Syndication Party) of the non-defaulting Syndication Parties, may, in addition to any
other remedy specifically set forth in this Credit Agreement, have and exercise any and all
remedies available generally at law or equity, including the right to damages and to specific
performance. 16.32Withholding Taxes. Each Syndication Party represents that under the applicable
law in effect as of the date it becomes a Syndication Party, it is entitled to receive any payments
to be made to it hereunder without the withholding of any tax and will furnish to the
Administrative Agent and to Borrower such forms, certifications, statements and other documents as
the Administrative Agent or Borrower may request from time to time to evidence such Syndication
Partys exemption from the withholding of any tax imposed by any jurisdiction or to enable the
Administrative Agent or Borrower, as the case may be, to comply with any applicable laws or
regulations relating thereto. Without limiting the effect of the foregoing, each Syndication Party
that was not created or organized under the laws of the United States of America or any state or
other political subdivision thereof (Non-US Lender), shall, on the Closing Date, or upon its
becoming a Syndication Party (for Persons that were not Syndication Parties on the Closing Date),
furnish to the Administrative Agent and Borrower two original copies of IRS Form W-8BEN, W-8ECI,
4224, or Form 1001, as appropriate, (or any successor forms), or such other forms, certifications,
statements of exemption, or documents as may be required by the IRS or by the Administrative Agent
or Borrower, in their reasonable discretion, duly executed and completed by such Syndication Party,
to establish, and as evidence of, such Syndication Partys exemption from the withholding of United
States tax with respect to any payments to such Syndication Party of interest or fees payable under
any of the Loan documents. Further, each Non-US Lender hereby agrees, from time to time after the
initial delivery by such Syndication Party of such forms, whenever a lapse in time or change in
circumstances renders such forms, certificates or other evidence so delivered obsolete or
inaccurate in any material respect, that such Syndication Party shall promptly (a) deliver to the
Administrative Agent and to Borrower two original copies of renewals, amendments or additional or
successor forms, properly completed and duly executed by such Syndication Party, together with any
other certificate or statement of exemption required in order to confirm or establish that such
Syndication Party is not subject to United States withholding tax with respect to payments to such
Syndication Party under the Loan Documents or (b) notify the Administrative Agent and Borrower of
its inability to deliver any such forms, certificates or other evidence. Notwithstanding anything
herein to the contrary, Borrower shall not be obligated to make any 76




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payments hereunder to such
Syndication Party until such Syndication Party shall have furnished to the Administrative Agent and
Borrower each requested form, certification, statement or document. 16.33Replacement of Holdout Lender. If any action to be taken by the Syndication
Parties or the Administrative Agent hereunder requires the unanimous consent, authorization, or
agreement of all Syndication Parties, and a Syndication Party (Holdout Lender) fails to give its
consent, authorization, or agreement, then the Administrative Agent, upon at least five (5) Banking
Days prior irrevocable notice to the Holdout Lender, may permanently replace the Holdout Lender
with one or more substitute Syndication Parties (each, a Replacement Lender), and the Holdout
Lender shall have no right to refuse to be replaced hereunder. Such notice to replace the Holdout
Lender shall specify an effective date for such replacement, which date shall not be later than
fifteen (15) Banking Days after the date such notice is given. Prior to the effective date of such
replacement, the Holdout Lender and each Replacement Lender shall execute and deliver a Syndication
Acquisition Agreement, subject only to the Holdout Lender being repaid its full share of the
outstanding Bank Debt without any premium, discount, or penalty of any kind whatsoever. If the
Holdout Lender shall refuse or fail to execute and deliver any such Syndication Acquisition
Agreement prior to the effective date of such replacement, the Holdout Lender shall be deemed to
have executed and delivered such Syndication Acquisition Agreement. The replacement of any Holdout
Lender shall be made in accordance with the terms of Section 16.28 hereof. Until such time as the
Replacement Lenders shall have acquired all of the Syndication Interest of the Holdout Lender
hereunder and under the other Loan Documents, the Holdout Lender shall remain obligated to provide
the Holdout Lenders Funding Share of Advances. 16.34Amendments Concerning Agency Function. Neither the Administrative Agent nor the
Bid Agent shall be bound by any waiver, amendment, supplement or modification of this Credit
Agreement or any other Loan Document which affects its duties hereunder or thereunder unless it
shall have given its prior written consent thereto. 16.35Agent Duties and Liabilities. Neither the Co-Syndication Agents, Senior
Managing Agents, nor the Managing Agents, shall, in their capacity as such, have any powers,
duties, responsibilities or liabilities with respect to this Credit Agreement or the transactions
contemplated herein. Without limiting the foregoing, none of the Co-Syndication Agents, Senior
Managing Agents or Managing Agents shall be subject to any fiduciary or other implied duties.
Nothing in this Section shall be construed to relieve the Co-Syndication Agents, Senior Managing
Agents, nor the Managing Agents, of their duties, responsibilities and liabilities arising out of
their capacity as Syndication Parties. 16.36Further Assurances. The Administrative Agent and each Syndication Party agree
to take whatever steps and execute such documents as may be reasonable and necessary to implement
this Article 16 and to carry out fully the intent thereof. 77




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ARTICLE 17. MISCELLANEOUS 17.1Costs and Expenses. To the extent permitted by law, Borrower agrees to pay to
the Administrative Agent and the Syndication Parties, on demand, all out-of-pocket costs and
expenses (a) incurred by the Administrative Agent (including, without limitation, the reasonable
fees and expenses of counsel retained by the
Administrative Agent, and including fees and expenses incurred for consulting, appraisal,
engineering, inspection, and environmental assessment services) in connection with the preparation,
negotiation, and execution of the Loan Documents and the transactions contemplated thereby, and
processing the Borrowing Notices; and (b) incurred by the Administrative Agent or any Syndication
Party (including, without limitation, the reasonable fees and expenses of counsel retained by the
Administrative Agent and the Syndication Parties) in connection with the enforcement or protection
of the Syndication Parties rights under the Loan Documents upon the occurrence of an Event of
Default or upon the commencement of an action by Borrower against the Administrative Agent or any
Syndication Party, including without limitation collection of the Loan (regardless of whether such
enforcement or collection is by court action or otherwise). Borrower shall not be obligated to pay
the costs or expenses of any Person whose only interest in the Loan is as a holder of a
participation interest. In addition, To the extent permitted by law, Borrower agrees to pay to the
Bid Agent, on demand, all out-of-pocket costs and expenses incurred by the Bid Agent in connection
with the processing of Bid Rate Loans, including the Bid Requests, Bids, Bid Results Notices, and
Bid Selection Notices and the procedures related thereto. 17.2Service of Process and Consent to Jurisdiction. Borrower and each Syndication
Party hereby agrees that any litigation with respect to this Credit Agreement or to enforce any
judgment obtained against such Person for breach of this Credit Agreement or under the Notes or
other Loan Documents may be brought in the courts of the State of Colorado and in the United States
District Court for the District of Colorado (if applicable subject matter jurisdictional
requirements are present), as the Administrative Agent may elect; and, by execution and delivery of
this Credit Agreement, Borrower and each Syndication Party irrevocably submits to such
jurisdiction. With respect to litigation concerning this Credit Agreement or under the Notes or
other Loan Documents within the jurisdiction of the courts of the State of Colorado or the United
States District Court for the District of Colorado, Borrower and each Syndication Party hereby
irrevocably appoints, until six (6) months after the expiration of the 5-Year Maturity Date (as it
may be extended at anytime), The Corporation Company, or such other Person as it may designate to
the Administrative Agent, in each case with offices in Denver, Colorado and otherwise reasonably
acceptable to the Administrative Agent to serve as the agent of Borrower or such Syndication Party
to receive for and on its behalf at such agents Denver, Colorado office, service of process, which
service may be made by mailing a copy of any summons or other legal process to such Person in care
of such agent. Borrower and each Syndication Party agrees that it shall maintain a duly appointed
agent in Colorado for service of summons and other legal process as long as it remains obligated
under this Credit Agreement and shall keep the Administrative Agent advised in writing of the
identity and location of such agent. The receipt by such agent and/or by Borrower or such
Syndication Party, as applicable, of such summons or other legal process in any such litigation
shall be deemed personal service and acceptance by Borrower or such Syndication Party, as
applicable, for all purposes of such litigation. 78




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17.3Jury Waiver. IT IS MUTUALLY AGREED BY AND BETWEEN THE ADMINISTRATIVE AGENT, THE
BID AGENT, EACH SYNDICATION PARTY, AND BORROWER THAT THEY EACH WAIVE TRIAL BY JURY IN ANY ACTION,
PROCEEDING, OR COUNTERCLAIM BROUGHT BY ANY OF THEM AGAINST ANY OTHER PARTY ON ANY MATTER WHATSOEVER
ARISING OUT OF
OR IN ANY WAY CONNECTED WITH THIS CREDIT AGREEMENT, THE NOTES, OR THE OTHER LOAN DOCUMENTS. 17.4Notices. All notices, requests and demands required or permitted under the terms
of this Credit Agreement shall be in writing and (a) shall be addressed as set forth below or at
such other address as either party shall designate in writing, (b) shall be deemed to have been
given or made: (i) if delivered personally, immediately upon delivery, (ii) if by telex, telegram
or facsimile transmission, immediately upon sending and upon confirmation of receipt, (iii) if by
nationally recognized overnight courier service with instructions to deliver the next Banking Day,
one (1) Banking Day after sending, and (iv) if by United States Mail, certified mail, return
receipt requested, five (5) days after mailing. 17.4.1Borrower: CHS Inc.
5500 Cenex Drive
Inver Grove Heights, Minnesota 55077
FAX: (651) 355-4554
Attention: Executive Vice President and Chief Financial Officer
e-mail address: john.schmitz@chsinc.com with a copy to: CHS Inc.
5500 Cenex Drive
Inver Grove Heights, Minnesota 55077
FAX: (651) 355-4554
Attention: Sr. Vice President and General Counsel
e-mail address: david.kastelic@chsinc.com 17.4.2Administrative Agent: CoBank, ACB
5500 South Quebec Street
Greenwood Village, Colorado 80111
FAX: (303) 694-5830
Attention: Administrative Agent
e-mail address: abahr@cobank.com 79




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17.4.3Bid Agent: CoBank, ACB
5500 South Quebec Street
Greenwood Village, Colorado 80111
FAX: (303) 740-4100
Attention: Bid Agent 17.4.4Syndication Parties: See signature pages hereto. 17.5Liability of Administrative Agent and Bid Agent. Neither the Administrative
Agent nor the Bid Agent shall have any liabilities or responsibilities to Borrower or any
Subsidiary on account of the failure of any Syndication Party to perform its obligations hereunder
or to any Syndication Party on account of the failure of Borrower or any Subsidiary to perform
their respective obligations hereunder or under any other Loan Document. 17.6Successors and Assigns. This Credit Agreement shall be binding upon and inure to
the benefit of Borrower, the Administrative Agent, the Bid Agent, and the Syndication Parties, and
their respective successors and assigns, except that Borrower may not assign or transfer its rights
or obligations hereunder without the prior written consent of all of the Syndication Parties. 17.7Severability. The invalidity or unenforceability of any provision of this Credit
Agreement or the other Loan Documents shall not affect the remaining portions of such documents or
instruments; in case of such invalidity or unenforceability, such documents or instruments shall be
construed as if such invalid or unenforceable provisions had not been included therein. 17.8Entire Agreement. This Credit Agreement (together with all exhibits hereto,
which are incorporated herein by this reference) and the other Loan Documents represent the entire
understanding of the Administrative Agent, the Bid Agent, each Syndication Party, and Borrower with
respect to the subject matter hereof and shall replace and supersede any previous agreements of the
parties with respect to the subject matter hereof. 17.9Applicable Law. To the extent not governed by federal law, this Credit Agreement
and the other Loan Documents, and the rights and obligations of the parties hereto and thereto
shall be governed by and interpreted in accordance with the internal laws of the State of Colorado,
without giving effect to any otherwise applicable rules concerning conflicts of law. 17.10Captions. The captions or headings in this Credit Agreement and any table of
contents hereof are for convenience only and in no way define, limit or describe the scope or
intent of any provision of this Credit Agreement. 17.11Complete Agreement; Amendments. THIS CREDIT AGREEMENT, THE NOTES, AND THE OTHER
LOAN DOCUMENTS ARE INTENDED BY THE PARTIES HERETO TO BE A COMPLETE AND FINAL EXPRESSION OF THEIR
AGREEMENT 80




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AND MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR OR CONTEMPORANEOUS ORAL AGREEMENT. THE ADMINISTRATIVE AGENT, THE BID AGENT, EACH SYNDICATION PARTY, AND BORROWER ACKNOWLEDGE AND AGREE THAT NO UNWRITTEN ORAL
AGREEMENT EXISTS BETWEEN THEM WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT. This Credit Agreement may not be modified or amended unless such modification or amendment is in writing and is signed by Borrower,
the Administrative Agent, the Bid Agent, and all Syndication Parties (and each Syndication Party hereby agrees to execute any such amendment approved pursuant to Section 16.10 hereof). Borrower agrees that it shall
reimburse the Administrative Agent for all fees and expenses incurred by the Administrative Agent in retaining outside legal counsel in connection with any amendment or modification to this Credit Agreement requested by
Borrower. 17.12Additional Costs of Maintaining Loan. Borrower shall pay to the
Administrative Agent from time to time such amounts as the Administrative Agent may determine to be
necessary to compensate any Syndication Party for any increase in costs to such Syndication Party
which the Administrative Agent determines, based on information presented to it by such Syndication
Party, are attributable to such Syndication Partys making or maintaining an Advance hereunder or
its obligation to make such Advance, or any reduction in any amount receivable by such Syndication
Party under this Credit Agreement or the Notes payable to it in respect to such Advance or such
obligation (such increases in costs and reductions in amounts receivable being herein called
Additional Costs), resulting from any change after the date of this Credit Agreement in United
States federal, state, municipal, or foreign laws or regulations (including Regulation D of the
Federal Reserve Board), or the adoption or making after such date of any interpretations,
directives, or requirements applying to a class of banks including such Syndication Party of or
under any United States federal, state, municipal, or foreign laws or regulations (whether or not
having the force of law) by any court or governmental or monetary authority charged with the
interpretation or administration thereof (Regulatory Change), which: (a) changes the basis of
taxation of any amounts payable to such Syndication Party under this Credit Agreement or the Notes
payable to such Syndication Party in respect of such Advance (other than taxes imposed on the
overall net income of such Syndication Party); or (b) imposes or modifies any reserve, special
deposit, or similar requirements relating to any extensions of credit or other assets of, or any
deposits with or other liabilities of, such Syndication Party; or (c) imposes any other condition
affecting this Credit Agreement or the Notes payable to such Syndication Party (or any of such
extensions of credit or liabilities). The Administrative Agent will notify Borrower of any event
occurring after the date of this Credit Agreement which will entitle such Syndication Party to
compensation pursuant to this Section as promptly as practicable after it obtains knowledge thereof
and determines to request such compensation. The Administrative Agent shall include with such
notice, a certificate from such Syndication Party setting forth in reasonable detail the
calculation of the amount of such compensation. Determinations by the Administrative Agent for
purposes of this Section of the effect of any Regulatory Change on the costs of such Syndication
Party of making or maintaining an Advance or on amounts receivable by such Syndication Party in
respect of Advances, and of the additional amounts required to compensate such Syndication Party in
respect of any Additional Costs, shall be conclusive absent manifest error, provided that such
determinations are made on a reasonable basis. 81




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17.13Capital Requirements. In the event that the introduction of or any change in:
(a) any law or regulation; or (b) the judicial, administrative, or other governmental
interpretation of any law or regulation; or (c) compliance by any Syndication Party or any
corporation controlling any such Syndication Party with any guideline or request from any
governmental authority (whether or not having the force of law) has the effect of requiring an
increase in the amount of capital required or expected to be maintained by such Syndication Party
or any corporation controlling such Syndication Party, and such Syndication Party certifies that
such increase is based in any part upon such Syndication Partys obligations hereunder with respect
to the 364-Day Facility and/or the 5-Year Facility, and other similar obligations, Borrower shall
pay to such Syndication Party such additional amount
as shall be certified by such Syndication Party to the Administrative Agent and to Borrower to
be the net present value (discounted at the Base Rate) of (a) the amount by which such increase in
capital reduces the rate of return on capital which such Syndication Party could have achieved over
the period remaining until the 364-Day Maturity Date or the 5-Year Maturity Date, as applicable
(depending upon which Facility or Facilities such claim to increase costs is based), but for such
introduction or change, (b) multiplied by (i) such Syndication Partys Individual 364-Day
Commitment or (ii) such Syndication Partys Individual 5-Year Commitment, as applicable. The
Administrative Agent will notify Borrower of any event occurring after the date of this Credit
Agreement that will entitle any such Syndication Party to compensation pursuant to this Section as
promptly as practicable after it obtains knowledge thereof and of such Syndication Partys
determination to request such compensation. The Administrative Agent shall include with such
notice, a certificate from such Syndication Party setting forth in reasonable detail the
calculation of the amount of such compensation. Determinations by any Syndication Party for
purposes of this Section of the effect of any increase in the amount of capital required to be
maintained by any such Syndication Party and of the amount of compensation owed to any such
Syndication Party under this Section shall be conclusive absent manifest error, provided that such
determinations are made on a reasonable basis. 17.14Replacement Notes. Upon receipt by Borrower of evidence satisfactory to it of:
(a) the loss, theft, destruction or mutilation of any Note, and (in case of loss, theft or
destruction) of the agreement of the Syndication Party to which the Note was payable to indemnify
Borrower, and upon surrender and cancellation of such Note, if mutilated; or (b) the assignment by
any Syndication Party of its interest hereunder and the Notes relating thereto, or any portion
thereof, pursuant to this Credit Agreement, then Borrower will pay any unpaid principal and
interest (and Funding Losses, if applicable) then or previously due and payable on such Notes and
will (upon delivery of such Notes for cancellation, unless covered by subparagraph (a) of this
Section) deliver in lieu of each such Note a new Note or, in the case of an assignment of a portion
of any such Syndication Partys Syndication Interest, new Notes, for any remaining balance. Each
new or replacement Note shall be dated as of May 19, 2005. 17.15Patronage Payments. Borrower acknowledges and agrees that: (a) only that
portion of the Loan represented by CoBanks Individual 364-Day Pro Rata Share and/or CoBanks
Individual 5-Year Pro Rata Share which is retained by CoBank for its own account at any time is
entitled to patronage distributions in accordance with CoBanks bylaws and its practices and
procedures related to patronage distribution; (b) any patronage, or similar, payments to which
Borrower is entitled on account its ownership of Bank Equity Interests or 82




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otherwise will not be
based on any portion of CoBanks interest in the Loans in which CoBank has at any time granted a
participation interest; and (c) that portion of the Loan represented by the Individual 364-Day Pro
Rata Share and/or the Individual 5-Year Pro Rata Share which is retained by any other Farm Credit
System Institution (other than CoBank) for its own account at any time is entitled to patronage
distributions in accordance with such Farm Credit System Institutions bylaws and its practices and
procedures related to patronage distribution only if Borrower has a written agreement to that
effect from such Farm Credit System Institution. 17.16Direct Website Communications; Electronic Mail Communications 17.16.1Delivery. (a) Borrower hereby agrees that it will provide to the Administrative Agent all information,
documents and other materials that it is obligated to furnish to the Administrative Agent pursuant
to this Credit Agreement and any other Loan Document, including, without limitation, all notices,
requests, financial statements, financial and other reports, certificates and other information
materials, but, subject to the provisions of Subsection 17.16.3 hereof, excluding any such
communication that (i) relates to a request for a new, or a conversion of an existing, borrowing or
other extension of credit (including any election of an interest rate or interest period relating
thereto), (ii) relates to the payment of any principal or other amount due under this Credit
Agreement prior to the scheduled date therefor, (iii) provides notice of any Potential Default or
Event of Default under this Credit Agreement, or (iv) is required to be delivered to satisfy any
condition precedent to the effectiveness of this Credit Agreement and/or any borrowing, issuance or
reissuance of a Letter of Credit, or other extension of credit hereunder (all such non-excluded
communications collectively, the Communications), by transmitting the Communications in an
electronic/soft medium and in a format acceptable to the Administrative Agent as follows (A) all
financial statements to closing@cobank.com and (B) all other Communications to
mtousignant@cobank.com. In addition, Borrower agrees to continue to provide the
Communications to the Administrative Agent in the manner specified in this Credit Agreement but
only to the extent requested by the Administrative Agent. Receipt of the Communications by the
Administrative Agent at the appropriate e-mail address as set forth above shall constitute
effective delivery of the Communications to the Administrative Agent for purposes of this Credit
Agreement and any other Loan Documents. Nothing in this Section 17.16 shall prejudice the right of
the Administrative Agent or any Syndication Party to give any notice or other communication
pursuant to this Credit Agreement or any other Loan Document in any other manner specified in this
Credit Agreement or any other Loan Document. (b) Each Syndication Party agrees that receipt of e-mail notification that such Communications
have been posted pursuant to Subsection 17.16.2 below at the e-mail address(es) set forth beneath
such Syndication Partys name on its signature page hereto or pursuant to the notice provisions of
any Syndication Acquisition Agreement shall constitute effective delivery of the Communications to
such Syndication Party for purposes of this Credit Agreement and any other Loan Document. Each
Syndication Party further agrees to notify the Administrative Agent in writing (including by
electronic communication) promptly of any change in its e-mail address or any extended disruption
in its internet delivery services. 83




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17.16.2Posting. Borrower further agrees that the Administrative Agent may make the
Communications available to the Syndication Parties by posting the Communications on Synd-Trak
(Platform). The Platform is secured with a dual firewall and a User ID/Password Authorization
System and through a single user per deal authorization method whereby each user may access the
Platform only on a deal-by-deal basis. Borrower acknowledges that the distribution of
Communications through an electronic medium
is not necessarily secure and that there are confidentiality and other risks associated with
such distribution. 17.16.3Additional Communications. The Administrative Agent reserves the right and
Borrower and each Syndication Party consents and agrees thereto, to, upon written notice to
Borrower and all Syndication Parties, implement and require use of a secure system whereby any
notices or other communications required or permitted by this Credit Agreement, but which are not
specifically covered by Subsection 17.16.1 hereof, and including, without limitation, Borrowing
Notices, Funding Notices, Bid Requests, Bids, Bid Results Notices, Bid Selection Notices, notices
of Overnight Rates, Overnight Advance Requests, and any communication described in clauses (i)
through (iv) of Subsection 17.16.1(a) hereof, shall be sent and received via electronic mail to the
e-mail addresses described in Subsection 17.16.1(b) hereof. 17.16.4Disclaimer. The Communications transmitted pursuant to this Section 17.16 and
the Platform are provided as is and as available. CoBank does not warrant the accuracy,
adequacy or completeness of the Communications or the Platform and CoBank expressly disclaims
liability for errors or omissions in the Communications or the Platform. No warranty of any kind,
express, implied or statutory, including without limitation, any warranty of merchantability,
fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or
other code defects, is made by CoBank in connection with the Communications or the Platform. 17.16.5Termination. The provisions of this Section 17.16 shall automatically
terminate on the date that CoBank, ACB ceases to be the Administrative Agent under this Credit
Agreement. 17.17Reallocation and Repayment of Certain Amounts Outstanding Under the 2003 Agreement
on the Closing Date. All Bid Rate Loans outstanding under the 2003 Credit Agreement on the
Closing Date shall remain outstanding (and the Bid Rate and Bid Maturity Date unchanged) and shall,
subject to any payments required by clause (2) of the next sentence, be deemed to be Bid Rate Loans
made under this Credit Agreement allocated to the Syndication Party which originally made the Bid
Rate Loan and treated as a 364-Day Advance (if made under the 364-Day Facility under the 2003
Credit Agreement) or as a 5-Year Advance (if made under the 3-Year Facility under the 2003 Credit
Agreement). Borrower agrees that immediately prior to the closing under this Credit Agreement and
on the Closing Date, it shall make the following payments of amounts owing under the 2003 Agreement
to the Administrative Agent under the 2003 Agreement: (1) the amount of all Overnight Advances
outstanding under the 2003 Credit Agreement as of the Closing Date; (2) the amount by which the Bid
Rate Loans allocated pursuant to the preceding sentence to any Syndication Party under either
Facility 84




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exceeds the applicable Individual Commitment of such Syndication Party under such Facility
as determined under this Credit Agreement; (3) the amount, if any, by which the aggregate
outstanding balance of 364-Day Advances under the 2003 Credit Agreement as of the Closing Date
(after payment of the amount required pursuant to clause (1) of this Section) exceeds the 364-Day
Commitment (as defined herein); (4) the amount of all accrued interest on all outstanding 364-Day
Advances and all 3-Year Advances (as both
such terms are defined in the 2003 Agreement); and (5) the amount of Funding Losses
(determined as provided in the 2003 Agreement) attributable to (i) prepayments, if any, of Bid Rate
Loans pursuant to clause (2) of this Section and/or LIBO Rate Loans (as defined in the 2003
Agreement) pursuant to clause (3) of this Section or, and/or (ii) the amount, if any, of the
reduction in the outstanding balance of LIBO Rate Loans in which any Syndication Party hereunder
has a Syndication Interest on account of a Reduction as required below. Each of the Syndication
Parties agrees that: (a) the aggregate outstanding balance of 364-Day Advances under the 2003
Credit Agreement as of the Closing Date (other than Bid Rate Loans), after the application of the
payments by Borrower required under this Section, shall on such date be aggregated and reallocated
among each of the Syndication Parties (and thereafter treated as 364-Day Advances hereunder) in
accordance with their respective Individual 364-Day Pro Rata Shares (determined without considering
such 364-Day Advances, other than Bid Rate Loans) on such date as determined by the Administrative
Agent; (b) the aggregate outstanding balance of 3-Year Advances under the 2003 Credit Agreement as
of the Closing Date (other than Bid Rate Loans), after the application of the payments by Borrower
required under this Section, shall on such date be aggregated and reallocated among the Syndication
Parties (and thereafter treated as 5-Year Advances hereunder) in accordance with their respective
Individual 5-Year Pro Rata Shares (determined without considering such 5-Year Advances, other than
Bid Rate Loans) on such date as determined by the Administrative Agent; and (c) to the extent such
reallocation as described in clauses (a) and/or (b) of this Section (Reallocation) results in (x)
the 364-Day Advances allocated to any Syndication Party being in excess of the 364-Day Advances
which were allocated to such Syndication Party under the 2003 Credit Agreement immediately prior to
such Reallocation, and/or (y) the 5-Year Advances allocated to any Syndication Party being in
excess of the 3-Year Advances which were allocated to such Syndication Party under the 2003 Credit
Agreement immediately prior to such Reallocation, such Syndication Party shall remit to the
Administrative Agent funds in the amount of any such excess by 2:00 P.M. (Central time) on the
Closing Date in the manner provided in Section 16.30 hereof. To the extent such Reallocation
results in the 364-Day Advances and/or 5-Year Advances allocated to any Syndication Party being
less than the 364-Day Advances and/or 3-Year Advances, respectively, which were allocated to such
Syndication Party under the 2003 Credit Agreement and immediately prior to such Reallocation
(Reduction), the Administrative Agent shall remit the amount of such Reduction to such
Syndication Party in the manner provided in Section 16.30 hereof. To the extent that any
Syndication Party fails to remit funds to the Administrative Agent as required under clause (c) of
this Section, the Administrative Agent shall provide such funds and such funds shall be deemed to
be the Delinquent Amount, such Syndication Party shall be deemed to be a Delinquent Syndication
Party subject to all of the obligations set forth in Section 16.4 hereof, and the Administrative
Agent shall be deemed to be a Contributing Syndication Party with all of the rights set forth in
Section 16.4 hereof. All payments received by the Administrative Agent from 85




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Borrower pursuant to
clauses (1) through (4) of this Section shall be allocated and paid to the Syndication Parties
under the 2003 Agreement as therein provided. 17.18Affect of Amended and Restated Credit Agreement. This Credit Agreement shall be
effective from the Effective Date forward, and the execution of this Credit Agreement shall not
relieve any party to the 2003 Credit Agreement from their respective obligations thereunder for the
period from the Original Effective Date to the Effective Date or from any liability for the failure
to
perform such obligations or from any liability arising out of indemnification obligations
under the 2003 Credit Agreement. 17.19Mutual Release. Upon full indefeasible payment and satisfaction of the Bank
Debt and Notes and the other obligations contained in this Credit Agreement, the parties, including
Borrower, the Administrative Agent, the Bid Agent, and each Syndication Party shall, except as
provided in Article 14 hereof and except with respect to Borrowers reimbursement obligation to the
issuer of each Letter of Credit with an expiry date beyond the 5-Year Maturity Date, thereupon
automatically each be fully, finally, and forever released and discharged from any further claim,
liability, or obligation in connection with the Bank Debt. 17.20Liberal Construction. This Credit Agreement constitutes a fully negotiated
agreement between commercially sophisticated parties, each assisted by legal counsel, and shall not
be construed and interpreted for or against any party hereto. 17.21Counterparts. This Credit Agreement may be executed by the parties hereto in
separate counterparts, each of which, when so executed and delivered, shall be an original, but all
such counterparts shall together constitute one and the same instrument. Each counterpart may
consist of a number of copies hereof, each signed by less than all, but together signed by all of
the parties hereto. Copies of documents or signature pages bearing original signatures, and
executed documents or signature pages delivered by a party by telefax, facsimile, or e-mail
transmission of an Adobe® file format document (also known as a PDF file) shall, in each such
instance, be deemed to be, and shall constitute and be treated as, an original signed document or
counterpart, as applicable. Any party delivering an executed counterpart of this Credit Agreement
by telefax, facsimile, or e-mail transmission of an Adobe® file format document also shall deliver
an original executed counterpart of this Credit Agreement, but the failure to deliver an original
executed counterpart shall not affect the validity, enforceability, and binding effect of this
Credit Agreement. 17.22Confidentiality. Each Syndication Party shall maintain the confidential nature
of, and shall not use or disclose, any of Borrowers financial information, confidential
information or trade secrets without first obtaining Borrowers written consent. Nothing in this
Section shall require any Syndication Party to obtain such consent after there is an Event of
Default. The obligations of the Syndication Parties shall in no event apply to: (a) providing
information about Borrower to any financial institution contemplated or described in Sections 16.7,
16.16, and 16.28 hereof or to such Syndication Partys parent holding company or any of such
Syndication Partys Affiliates, or to any actual or prospective counterparty to any securitization,
swap or derivative transaction relating to Borrower with respect to any Loan; (b) any situation in
which any Syndication Party is required by Law or required by any Governmental Authority to
disclose 86




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information; (c) providing information to counsel to any Syndication Party in connection
with the transactions contemplated by the Loan Documents; (d) providing information to independent
auditors retained by the such Syndication Party; (e) any information that is in or becomes part of
the public domain otherwise than through a wrongful act of such Syndication Party or any of its
employees or agents thereof; (f) any information that is in the possession of any Syndication Party
prior to receipt thereof from
Borrower or any other Person known to such Syndication Party to be acting on behalf of
Borrower; (g) any information that is independently developed by any Syndication Party; and (h) any
information that is disclosed to any Syndication Party by a third party that has no obligation of
confidentiality with respect to the information disclosed. A Syndication Partys confidentiality
requirements continue after it is no longer a Syndication Party under this Credit Agreement.
Notwithstanding any provision to the contrary in this Credit Agreement, the Administrative Agent
and each Syndication Party (and each employee, representative, or other agent thereof) may disclose
to any and all Persons, without limitations of any kind, the tax treatment and tax structure of the
transaction described in this Credit Agreement and all materials of any kind (including opinions or
other tax analyses), if any, that are provided to the Administrative Agent or such Syndication
Party relating to such tax treatment and tax structure. Nothing in the preceding sentence shall be
taken as an indication that such transaction would, but for such sentence, be deemed to be a
reportable transaction as defined in Treasury Regulation Section 1.6011-4. 17.23USA Patriot Act Notice. Each Syndication Party that is subject to the USA
Patriot Act and the Administrative Agent (for itself and not on behalf of any Syndication Party)
hereby notifies Borrower that pursuant to the requirements of the USA Patriot Act, it is required
to obtain, verify and record information that identifies Borrower, which information includes the
name and address of Borrower and other information that will allow such Syndication Party or
Administrative Agent, as applicable, to identify Borrower in accordance with the USA Patriot Act. 17.24Waiver of Borrowers Rights Under Farm Credit Act. Borrower, having been
represented by legal counsel in connection with this Credit Agreement and, in particular, in
connection with the waiver contained in this Section 17.23, does hereby voluntarily and knowingly
waive, relinquish, and agree not to assert at any time, any and all rights that Borrower may have
or be afforded under the sections of the Agricultural Credit Act of 1987 designated as 12 U.S.C.
Sections 2199 through 2202e and the implementing Farm Credit Administration regulations as set
forth in 12 C.F.R Sections 617.7000 through 617.7630, including those provisions which afford
Borrower certain rights, and/or impose on any lender to Borrower certain duties, with respect to
the collection of any amounts owing hereunder or the foreclosure of any liens securing any such
amounts, or which require the Administrative Agent or any present or future Syndication Party to
disclose to Borrower the nature of any such rights or duties. This waiver is given by Borrower
pursuant to the provisions of 12 C.F.R. Section 617.7010(c) to induce the Syndication Parties to
fund and extend to Borrower the credit facilities described herein and to induce those Syndication
Parties which are Farm Credit System Institutions to agree to provide such credit facilities
commensurate with their Individual Commitments as they may exist from time to time. [Signature pages commence on the next page] 87




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IN WITNESS WHEREOF, the parties have executed this 2005 Amended and Restated Credit Agreement
(Revolving Loans) as of the date first above written. BORROWER:CHS INC., a cooperative corporation formed under the
laws of the State of MinnesotaBy:Name: John SchmitzTitle: Executive Vice President and Chief Financial
OfficerADMINISTRATIVE AGENT:COBANK, ACBBy:Name: Michael TousignantTitle: Vice PresidentBID AGENT:CoBANK, ACBBy:Name: Michael TousignantTitle: Vice President
 88




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SYNDICATION PARTY:CoBank, ACBBy:Name: Michael TousignantTitle: Vice PresidentContact Name: Michael TousignantTitle: Vice PresidentAddress: 5500 South Quebec StreetGreenwood Village, CO 80111Phone No.: 303/694-5838Fax No.: 303/694-5830E-mail: mtousignant@cobank.comIndividual 364-Day Commitment: $119,000,000.00Individual 5-Year Commitment: $51,000,000.00Payment Instructions:CoBank, ACBABA No.: 307088754Acct. Name: CoBank, ACBAccount No.: 22274433Attn:Reference: CHS
 89




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SYNDICATION PARTY:The Bank of Tokyo-Mitsubishi, Ltd., Chicago BranchBy:Name: Patrick McCueTitle: Vice President & ManagerContact Name: Patrick McCueTitle: Vice President & ManagerAddress: 227 West Monroe, Suite 2300Chicago, IL 60606Phone No.: 952/473-6110Fax No.: 952/473-5152E-mail: pmccue@btmna.comIndividual 364-Day Commitment: $42,000,000.00Individual 5-Year Commitment: $18,000,000.00Payment Instructions:The Bank of Tokyo-Mitsubishi, Ltd., Chicago BranchABA No.: 071002341Acct. Name: The Bank of Tokyo-Misubishi, Ltd., Chicago BranchAccount No.: 1525720230Reference: Cenex Harvest States
 90




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SYNDICATION PARTY:SunTrust BankBy:Name: Douglas O BryanTitle: Vice PresidentContact Name: Douglas OBryanTitle: Vice PresidentAddress: 303 Peachtree StreetAtlanta, GA 30308Phone No.: 404/724-3163Fax No.: 404/230-5305E-mail: douglas.obryan@suntrust.comIndividual 364-Day Commitment: $42,000,000.00Individual 5-Year Commitment: $18,000,000.00Payment Instructions:SunTrust BankABA No.: 061000104Acct. Name: Corporate Banking Operations SupportAccount No.: 9088000112Reference: Cenex Harvest States
 91




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SYNDICATION PARTY:Bank of America, N.A.By:Name: Jennifer GerdesTitle: Senior Vice PresidentContact Name: Jennifer GerdesTitle: Senior Vice PresidentAddress: 231 S. LaSalle StreetChicago, IL 60697Phone No.: 312/828-2892Fax No.: 312/974-0761E-mail: Jennifer.gerdes@bankofamerica.comIndividual 364-Day Commitment: $42,000,000.00Individual 5-Year Commitment: $18,000,000.00Payment Instructions:Bank of America N.A.ABA No.: 026-009-593Acct. Name: Commercial Loan ServicesNew York, NYAccount No.: 109823-0000591Reference: Attn: Torethia Merriwether
 92




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SYNDICATION PARTY:Wells Fargo Bank, National AssociationBy:Name: Jacqueline RyanTitle: Vice President/Sr.BankerContact Name: Ted HansonTitle: Assistant Vice PresidentAddress:
    
    Sixth & MarquetteMAC-N9305-031Minneapolis, MN 55479Phone No.: 612/667-6508Fax No.: 612/667-2276E-mail: Jacqueline.Ryan@wellsfargo.comIndividual 364-Day Commitment: $42,000,000.00Individual 5-Year Commitment: $18,000,000.00Payment Instructions:Wells Fargo Bank, N.A.ABA No.: 121-000-248Acct. Name: MEMSYN/Commercial BankingService
CenterAccount No.: 0271-2507201Reference: Cenex Harvest States
 93




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SYNDICATION PARTY:BNP ParibasBy:Name: Marcie WeissTitle: Managing DirectorBy:Name: Chris ChapmanTitle: DirectorContact Name: Chris ChapmanTitle: DirectorAddress:
    
    787 Seventh AvenueNew York, NY 10019Phone No.: 212/841-2076Fax No.: 212/841-2536E-mail: christopher.c.chapman @americas.bnpparibas.comIndividual 364-Day Commitment: $42,000,000.00Individual 5-Year Commitment: $18,000,000.00Payment Instructions:BNP PARIBAS, NEW YORKABA No.: 026 007 689Acct. Name: Loan
Servicing ClearingAccountAccount No.: 103130 00103Reference: Cenex Harvest
 94




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SYNDICATION PARTY:Harris Trust and Savings BankBy:Name:Title:Contact Name: Robert H. WolohanTitle: Vice PresidentAddress:
    
    111 West Monroe StreetChicago, IL 60603Phone No.: 312/461-6049Fax No.: 312/293-4280E-mail: Robert.wolohan@harrisbank.comIndividual 364-Day Commitment: $42,000,000.00Individual 5-Year Commitment: $18,000,000.00Payment Instructions:Harris Trust and Savings Bank Chicago, ILABA No.: 071 000 288Acct. Name: Harris NesbittAccount No.: 109 215 4 Credit ServicesReference: Cenex Harvest States CooperativeNotify: Violetta Smith 461-3715
 95




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SYNDICATION PARTY:Cooperatieve Centrale Raiffeisen-Boerenleenbank
B.A., Rabobank International New York BranchBy:Name:Title:By:Name:Title:Contact Name: Brad PetersonTitle: Executive DirectorAddress:
    
    245 Park AvenueNew York, NY 10167Phone No.: 312/408-8222Fax No.: 312/408-8240E-mail: brad.peterson@rabobank.comIndividual 364-Day Commitment: $42,000,000.00Individual 5-Year Commitment: $18,000,000.00Payment Instructions:Pay to: JPMorgan Chase, N.A.ABA No.: 021 000 021Swift Address: CHASUS33FOA: Rabobank International, NY BranchA/C: 400-212307Reference: CHS
 96




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SYNDICATION PARTY:Deere Credit, Inc.By:Name: Jack HarrisTitle: Manager Credit Operations/AdministrationContact Name: Jack HarrisTitle: Manager Credit Operations/AdministrationAddress:
    
    6400 NW 86th StreetP.O. Box 6650  Dept. 140Johnston, IA 50131-6650Phone No.: 515/267-4349Fax No.: 515/267-4020E-mail: harrisjack@johndeere.comIndividual 364-Day Commitment: $38,500,000.00Individual 5-Year Commitment: $16,500,000.00Payment Instructions:Bank One Chicago, ILABA No.: 071000013Acct. Name: Deere Credit ServicesAccount No.: 51-52135Reference: Cenex
 97




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SYNDICATION PARTY:U.S. Bank National AssociationBy:Name: Kathi L. SelimshayevTitle: Assistant Vice PresidentContact Name: Kathi L. SelimshayevTitle: Assistant Vice PresidentAddress:
    
    950 17th StreetDenver, CO 80202Phone No.: 303/585-4926Fax No.: 303/585-4732E-mail: kathi.hatch@usbank.comIndividual 364-Day Commitment: $32,200,000.00Individual 5-Year Commitment: $13,800,000.00Payment Instructions:U.S. BankABA No.: 123000220Acct. Name: PL-7
Commercial Loan
Servicing WestAccount No.: 00340012160600Reference: Participation Specialist, Loan#6349061459-Cenex Harvest
 98




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SYNDICATION PARTY:Natexis Banques PopulairesBy:Name: Stephen JendrasTitle: Vice PresidentBy:Name: Guillaume de ParscauTitle:Contact Name: Stephen JendrasTitle: Vice PresidentAddress:
    
    1251 Avenue of the Americas34th FloorNew York, NY 10020Phone No.: 212/872-5157Fax No.: 212/354-9095E-mail: steve.jendras@nyc.nxlop.comIndividual 364-Day Commitment: $32,200,000.00Individual 5-Year Commitment: $13,800,000.00Payment Instructions:Chase Manhattan Bank, New York, NYABA No.: 021-000-021Acct. Name: In favor of Natexis BanquesPopulairesAccount No.: 544-7-75330Reference: For further credit to Cenex HarvestStates Account No. 101899
 99




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SYNDICATION PARTY:Fortis Capital Corp.By:Name: Edward AldrichTitle: DirectorContact Name: Edward AldrichTitle: DirectorAddress: 301 Tresser BoulevardStamford, CT 06901-3239Phone No.: 203/705-5725Fax No.: 203/705-5924E-mail: Edward.Aldrich@fortiscapitalusa.comIndividual 364-Day Commitment: $32,200,000.00Individual 5-Year Commitment: $13,800,000.00Payment Instructions:J.P. Morgan-Chase New YorkABA No.: 021-000-021Acct. Name: Fortis Capital Corp.Account No.: 001-1-624-418Reference: GCG  Cenex Harvest States
 100




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SYNDICATION PARTY:The Bank of Nova ScotiaBy:Name:Title:Contact Name: James BelletireTitle: DirectorAddress:
    
    Scotia Capital181 West Madison St., Suite 3700Chicago, IL 60602Lending Office: 600 Peachtree St. N.E., Suite 2700Atlanta, GA 30308Phone No.: 312-201-4185Fax No.: 312-201-4108Individual 364-Day Commitment: $32,200,000.00Individual 5-Year Commitment: $13,800,000.00Payment Instructions:Bank:
The Bank of Nova Scotia, New York                      AgencyABA No: 026-002-532Acct. Name: Atlanta Agency Acct.Acct. No.: 0606634Ref: CHS Inc
 101




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SYNDICATION PARTY:Calyon New York BranchBy:Name: Lee E. GreveTitle:   Managing Director, Deputy Manager(312) 220-7317lee.greve@us.calyon.comBy:Name: Thomas P. GillisTitle:   Managing Director(312) 220-7301thomas.gillis@us.calyon.comAddress:  227 W. Monroe, Suite 3800Chicago, IL 60606Fax No.: (312) 641-0527Individual 364-Day Commitment: $32,200,000.00Individual 5-Year Commitment: $13,800,000.00Payment Instructions:ABA No.: 0260-0807-3Acct. Name: Loan SettlementsAccount No.: 01-88179-3701-00-001-179Attn: Jaikissoon SanicharReference: SWIFT: CRLYUS33
 102




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##### 



SYNDICATION PARTY:National City Bank of IndianaBy:Name: Christopher A. SusottTitle: Vice PresidentContact Name: Christopher A. SusottTitle: Vice PresidentAddress:
    
    101 W. Washington Street, Suite 200 EIndianapolis, IN 46255Phone No.: 317/267-3668Fax No.: 317/267-8899E-mail: Christopher.susott@nationalcity.comIndividual 364-Day Commitment: $17,500,000.00Individual 5-Year Commitment: $7,500,000.00Payment Instructions:National City Bank of IndianaABA No.: 074000065Acct. Name: Cenex Harvest StatesAccount No.: GL 151804Reference: Att: Commercial Loan#1526986323
 103




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##### 



SYNDICATION PARTY:M&I MARSHALL & ILSLEY BANKBy:Name:Title:By:Name:Title:Contact Name: Dean DavidsonTitle: Vice PresidentAddress:
    
    651 Nicollete MallMinneapolis, Minnesota
55402Phone No.: 612-904-8171Fax No.: 612-904-8012email: dean.Davidson@micorp.comIndividual 364-Day Commitment: $17,500,000.00Individual 5-Year Commitment: $7,500,000.00Payment Instructions:Bank: M&I Marshall & Ilsely BankBank Address: Milwaukee, WIABA No.: 0750-0005-1Acct. Name: Commercial Loan Transfer AcctAcct. No.: 24103937Ref:Attn: Loan Servicing
 104




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##### 



SYNDICATION PARTY:Farm Credit Services of America, PCABy:Name: Steven L. MooreTitle: Vice PresidentContact Name: Steven L. MooreTitle: Vice PresidentAddress:
    
    Farm Credit Services of America5015 South 118th StreetOmaha, Nebraska 68137Phone No.: (402) 348-3339Fax No.: (402) 348-3324E-mail:Individual 364-Day Commitment: $16,100,000.00Individual 5-Year Commitment: $6,900,000.00Payment Instructions:Bank: _________ABA No.: 096016972Acct. Name:Account No.: 362021040Attn: Becky HaasReference: CHS, Inc.
 105




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SYNDICATION PARTY:ING Capital LLCBy:Name:Title:Contact Name: Bill RedmondTitle: Managing DirectorAddress: 1325 Avenue of the Americas, 8F1New York, NY 10019Phone No.: (646) 424-6639Fax No.: (646) 424-6390E-mail: bill.redmond@americas.ing.comIndividual 364-Day Commitment: $14,000,000.00Individual 5-Year Commitment: $6,000,000.00Payment Instructions:Bank: JPMorgan Chase BankABA No.: 0210 0002 1Acct. Name: ING Capital LLC Loan/AgencyAccount No.: 066 297 311Attn: CFS SettlementsReference: CHS INC
 106




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##### 



SYNDICATION PARTY:UFJ BANK LIMITEDBy:Name:Title:Contact Name: Christine DirringerTitle: Vice PresidentAddress:
    
   55 East 52nd StreetNew York, NY 10055Phone No.: (212) 339-6282Fax No.: (212) 754-2360E-mail: christine_dirringer@ufjbank.co.jpIndividual 364-Day Commitment: $10,500,000.00Individual 5-Year Commitment: $4,500,000.00Payment Instructions:Bank: UFJ Bank LimitedBank Address: New York, NYABA No.: 026009820Acct. Name: UFJBank Limited
SND (clearing                     
           Loans)Account Number: 999315Ref: CHS Inc.  SFD
 107




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##### 



SYNDICATION PARTY:Comerica Bank, Inc.By:Name: Timothy ORourkeTitle: Vice PresidentContact Name: Timothy ORourkeTitle: Vice PresidentAddress:
    
    500 Woodward Ave.  M.C. 3269Detroit, MI 48226Phone No.: (313) 222-7044Fax No.: (313) 222-9516E-mail: thorourke@comerica.comIndividual 364-Day Commitment: $7,000,000.00Individual 5-Year Commitment: $3,000,000.00Payment Instructions:____________ABA No.: 072000096Acct. Name: CHS, Inc.Account No.: 21585-90010Attn: Commercial Loan OperationReference:
 108




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##### 



SYNDICATION PARTY:AgStar Financial Services, PCABy:Name: Troy MostaertTitle: Vice PresidentContact Name: Troy MostaertTitle: Vice PresidentAddress: 14800 Galaxie AvenueSuite 205Apple Valley, Minnesota 55124Phone No.: (925) 997-4064Fax No.: (925) 997-4077E-mail: Troy.Mostaert@AgStar.comIndividual 364-Day Commitment: $4,900,000.00Individual 5-Year Commitment: $2,100,000.00Payment Instructions:____________ABA No.: 0960 16972Acct. Name: AgriBank, FCBAccount No.: 362408688Attn: AgStar Financial ServicesReference: CHS, Inc.
 109




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##### 



TABLE OF CONTENTS ARTICLE 1. DEFINED TERMS
    
    
    11.1 Additional Costs
    
    
    11.2 Adjusted Consolidated Funded Debt
    
    
    11.3 Administrative Agent
    
    
    11.4 Administrative Agent Office
    
    
    11.5 Advance
    
    
    21.6 Advance Date
    
    
    21.7 Advance Payment
    
    
    21.8 Affected Loans
    
    
    21.9 Affiliate
    
    
    21.10 Aggregate Commitment
    
    
    21.11 Amortization
    
    
    21.12 Annual Operating Budget
    
    
    21.13 Anti-Terrorism Laws
    
    
    21.14 Applicable Lending Office
    
    
    21.15 Authorized Officer
    
    
    21.16 Bank Debt
    
    
    21.17 Banking Day
    
    
    21.18 Bank Equity Interests
    
    
    31.19 Base Rate
    
    
    31.20 Base Rate Loans
    
    
    31.21 Bid
    
    
    31.22 Bid Advance
    
    
    31.23 Bid Agent
    
    
    3
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1.24 Bid Maturity Date
    
    
    31.25 Bid Rate
    
    
    31.26 Bid Rate Loan
    
    
    31.27 Bid Request
    
    
    31.28 Bid Results Notice
    
    
    31.29 Bid Selection Notice
    
    
    31.30 Borrowers Account
    
    
    31.31 Borrower Benefit Plan
    
    
    31.32 Borrower Indemnification Payment
    
    
    41.33 Borrowing Notice
    
    
    41.34 Borrower Pension Plan
    
    
    41.35 Capital Leases
    
    
    41.36 Cash Collateral Account
    
    
    41.37 CCC
    
    
    41.38 CCC Guarantee
    
    
    41.39 Change in Law
    
    
    41.40 Closing Date
    
    
    41.41 Code
    
    
    41.42 Committed LC Request
    
    
    41.43 Committed Letter of Credit
    
    
    41.44 Committed Letter of Credit Fee
    
    
    41.45 Committed 364-Day Advances
    
    
    41.46 Committed 5-Year Advances
    
    
    51.47 Compliance Certificate
    
    
    51.48 Communications
    
    
    5
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1.49 Confirmation Amount
    
    
    51.50 Confirmation Request
    
    
    51.51 Consolidated Cash Flow
    
    
    51.52 Consolidated Current Assets
    
    
    51.53 Consolidated Current Liabilities
    
    
    51.54 Consolidated Funded Debt
    
    
    51.55 Consolidated Interest Expense
    
    
    51.56 Consolidated Members and Patrons Equity
    
    
    51.57 Consolidated Subsidiary
    
    
    61.58 Contributing Syndication Parties
    
    
    61.59 Control Agreement
    
    
    61.60 Converted LC
    
    
    61.61 Debt
    
    
    61.62 Default Interest Rate
    
    
    61.63 Delinquency Interest
    
    
    61.64 Delinquent Amount
    
    
    61.65 Delinquent Syndication Party
    
    
    61.66 Depreciation
    
    
    61.67 Effective Date
    
    
    61.68 Embargoed Person
    
    
    61.69 Environmental Laws
    
    
    71.70 Environmental Regulations
    
    
    71.71 ERISA
    
    
    71.72 ERISA Affiliate
    
    
    71.73 Event of Default
    
    
    7
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1.74 Event of Syndication Default
    
    
    71.75 Executive Order
    
    
    71.76 Existing Letters of Credit
    
    
    71.77 Export Grain Transaction
    
    
    71.78 Extended Duration LC
    
    
    71.79 Farm Credit System Institution
    
    
    71.80 Fiscal Quarter
    
    
    81.81 Fiscal Year
    
    
    81.82 5-Year Advance
    
    
    81.83 5-Year Availability Period
    
    
    81.84 5-Year Bid Advance
    
    
    81.85 5-Year Bid Loan
    
    
    81.86 5-Year Borrowing Notice
    
    
    81.87 5-Year Commitment
    
    
    81.88 5-Year Facility
    
    
    81.89 5-Year Facility Fee Factor
    
    
    81.90 5-Year Facility Fee
    
    
    81.91 5-Year Facility Note
    
    
    81.92 5-Year Funding Notice
    
    
    81.93 5-Year Margin
    
    
    81.94 5-Year Maturity Date
    
    
    81.95 Funded Debt
    
    
    81.96 Funding Losses
    
    
    91.97 Funding Loss Notice
    
    
    91.98 Funding Share
    
    
    9
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1.99 GAAP
    
    
    91.100 Good Faith Contest
    
    
    91.101 Governmental Authority
    
    
    91.102 Hazardous Substances
    
    
    91.103 Holdout Lender
    
    
    91.104 Importer
    
    
    91.105 Importer LC
    
    
    91.106 Indemnification Date
    
    
    101.107 Indemnified Agency Parties
    
    
    101.108 Indemnified Parties
    
    
    101.109 Individual Commitment
    
    
    101.110 Individual 364-Day Commitment
    
    
    101.111 Individual 5-Year Commitment
    
    
    101.112 Individual 364-Day Lending Capacity
    
    
    101.113 Individual 5-Year Lending Capacity
    
    
    101.114 Individual Outstanding 364-Day Obligations
    
    
    101.115 Individual Outstanding 5-Year Obligations
    
    
    101.116 Individual 364-Day Pro Rata Share
    
    
    101.117 Individual 5-Year Pro Rata Share
    
    
    111.118 Intellectual Property
    
    
    111.119 Investment
    
    
    111.120 Issuance Fee
    
    
    111.121 Issuing Syndication Party
    
    
    111.122 LC Commitment
    
    
    111.123 LC Confirmation
    
    
    12
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1.124 LC Confirmation Commitment
    
    
    121.125 Letters of Credit
    
    
    121.126 Letter of Credit Bank
    
    
    121.127 LIBO Rate
    
    
    121.128 LIBO Rate Loan
    
    
    121.129 LIBO Rate Period
    
    
    121.130 LIBO Request
    
    
    121.131 Licensing Laws
    
    
    121.132 Lien
    
    
    121.133 Loans
    
    
    121.134 Loan Documents
    
    
    121.135 Material Adverse Effect
    
    
    121.136 Material Agreements
    
    
    121.137 Multiemployer Plan
    
    
    131.138 NCRA
    
    
    131.139 Negotiated LC Request
    
    
    131.140 Negotiated Letter of Credit
    
    
    131.141 Non-US Lender
    
    
    131.142 Note or Notes
    
    
    131.143 OFAC
    
    
    131.144 Operating Lease
    
    
    131.145 Organization Documents
    
    
    131.146 Other List
    
    
    131.147 Original Effective Date
    
    
    131.148 Overnight Advance
    
    
    13
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1.149 Overnight Advance Request
    
    
    131.150 Overnight Funding Commitment
    
    
    131.151 Overnight Lender
    
    
    131.152 Overnight Maturity Date
    
    
    131.153 Overnight Rate
    
    
    131.154 Payment Account
    
    
    131.155 Payment Distribution
    
    
    131.156 PBGC
    
    
    131.157 Permitted Encumbrance
    
    
    141.158 Person
    
    
    141.159 Plan
    
    
    141.160 Platform
    
    
    141.161 Potential Default
    
    
    141.162 Prohibited Transaction
    
    
    141.163 Reallocation
    
    
    141.164 Reduction
    
    
    141.165 Regulatory Change
    
    
    141.166 Replacement Lender
    
    
    141.167 Reportable Event
    
    
    141.168 Requested 364-Day Advance
    
    
    141.169 Requested 5-Year Advance
    
    
    141.170 Required Lenders
    
    
    141.171 Required License
    
    
    151.172 Restricted Subsidiary
    
    
    151.173 SDN List
    
    
    15
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1.174 Subsidiary
    
    
    151.175 Successor Agent
    
    
    151.176 Syndication Acquisition Agreement
    
    
    151.177 Syndication Interest
    
    
    151.178 Syndication Parties
    
    
    151.179 Syndication Party Advance Date
    
    
    151.180 Term Loan Credit Agreement
    
    
    151.181 364-Day Advance
    
    
    151.182 364-Day Availability Period
    
    
    161.183 364-Day Bid Advance
    
    
    161.184 364-Day Bid Loan
    
    
    161.185 364-Day Borrowing Notice
    
    
    161.186 364-Day Commitment
    
    
    161.187 364-Day Facility
    
    
    161.188 364-Day Facility Fee Factor
    
    
    161.189 364-Day Facility Fee
    
    
    161.190 364-Day Facility Note(s)
    
    
    161.191 364-Day Funding Notice
    
    
    161.192 364-Day Margin
    
    
    161.193 364-Day Maturity Date
    
    
    161.194 2003 Credit Agreement
    
    
    161.195 Transfer
    
    
    161.196 USA Patriot Act
    
    
    161.197 Voting Participant
    
    
    161.198 Wire Instructions
    
    
    16
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##### 



ARTICLE 2. 364-DAY FACILITY
    
    
    162.1 364-Day Facility Loan
    
    
    162.1.1 Individual Syndication Party 364-Day Commitment
    
    
    172.1.2 Individual Syndication Party 364-Day Pro Rata Share
    
    
    172.2 364-Day Commitment
    
    
    172.3 364-Day Borrowing Notice; Funding Notice
    
    
    172.4 364-Day Facility Promissory Notes
    
    
    182.5 Advances Under 2003 Credit Agreement
    
    
    182.6 Syndication Party Records
    
    
    182.7 Use of Proceeds
    
    
    182.8 Syndication Party Funding Failure
    
    
    182.9 Reduction of 364-Day Commitment
    
    
    18ARTICLE 3. 5-YEAR FACILITY
    
    
    193.1 5-Year Facility Loan
    
    
    193.1.1 Individual Syndication Party 5-Year Commitment
    
    
    193.1.2 Individual Syndication Party 5-Year Pro Rata Share
    
    
    193.2 5-Year Commitment
    
    
    193.3 5-Year Borrowing Notice
    
    
    193.4 5-Year Facility Promissory Notes
    
    
    203.5 Advances Under 2003 Credit Agreement
    
    
    203.6 Syndication Party Records
    
    
    203.7 Use of Proceeds
    
    
    213.8 Syndication Party Funding Failure
    
    
    213.9 Reduction of 5-Year Commitment
    
    
    21ARTICLE 4. BID RATE FACILITY; OVERNIGHT FACILITY
    
    
    21
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##### 



4.1 364-Day Facility Bid Rate Loans
    
    
    214.1.1 Individual 364-Day Commitment
    
    
    224.1.2 364-Day Commitment
    
    
    224.1.3 Amounts
    
    
    224.2 5-Year Facility Bid Rate Loans
    
    
    224.2.1 Individual 5-Year Commitment
    
    
    224.2.2 5-Year Commitment
    
    
    224.2.3 Amounts
    
    
    224.3 Bid Request
    
    
    224.4 Bid Procedure
    
    
    234.5 Bid Acceptance Procedure
    
    
    234.6 Bid Rate Loan Funding
    
    
    244.7 Syndication Party Funding Failure
    
    
    244.8 Bid Rate
Loans - Bid Maturity Date Beyond Maturity Date
    
    
    244.9 Failure to Implement Bid Process
    
    
    254.10 Overnight Advances
    
    
    254.11 Overnight Lender Funding Failure
    
    
    254.12 LC Confirmation Indemnification
    
    
    26ARTICLE 5. LETTER OF CREDIT FACILITY
    
    
    265.1 Letter of Credit Request
    
    
    265.1.1 Request for Committed Letter of Credit
    
    
    275.1.2 Request for Negotiated Letter of Credit
    
    
    275.1.3 Purpose
    
    
    275.1.4 Notification of the Administrative Agent Regarding Negotiated Letters of Credit
    
    
    27
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5.2 Committed Letters of Credit
    
    
    275.2.1 Available Amount
    
    
    285.2.2 Availability
    
    
    285.2.3 Issuance Fee
    
    
    285.2.4 Treatment of Draws
    
    
    285.3 Negotiated Letters of Credit
    
    
    285.3.1 Available Amount
    
    
    285.3.2 Availability
    
    
    285.3.3 Fees
    
    
    285.3.4 Treatment of Draws
    
    
    295.4 Notice Regarding Negotiated Letters of Credit
    
    
    295.5 Existing Letters of Credit
    
    
    295.6 Cash Collateral Account
    
    
    295.7 Reimbursement Obligation Unconditional
    
    
    30ARTICLE 6. INTEREST AND FEES
    
    
    316.1 Interest
    
    
    316.1.1 Base Rate Option
    
    
    316.1.2 LIBO Rate Option
    
    
    316.2 Additional Provisions for LIBO Rate Loans
    
    
    326.2.1 Limitation on LIBO Rate Loans
    
    
    326.2.2 LIBO Rate Loan Unlawful
    
    
    326.2.3 Treatment of Affected Loans
    
    
    336.3 Default Interest Rate
    
    
    336.4 Interest Calculation
    
    
    336.5 Fees
    
    
    33
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##### 



6.5.1 364-Day Facility Fee
    
    
    336.5.2 5-Year Facility Fee
    
    
    346.5.3 Committed Letter of Credit Fee
    
    
    346.6 364-Day Margin; 5-Year Margin; 364-Day Facility Fee Factor; 5-Year Facility Fee Factor
    
    
    346.7 Special Interest Rates
    
    
    34ARTICLE 7. PAYMENTS; FUNDING LOSSES
    
    
    347.1 Principal Payments
    
    
    347.2 Interest Payments
    
    
    357.3 Application of Principal Payments
    
    
    357.4 Manner of Payment
    
    
    357.4.1 Payments to Be Free and Clear
    
    
    357.4.2 Grossing-up of Payments
    
    
    367.5 Voluntary Prepayments
    
    
    367.6 Distribution of Principal and Interest Payments
    
    
    377.6.1 Principal and Interest Payments on 364-Day Advances
    
    
    377.6.2 Principal and Interest Payments on 5-Year Pro Rata Rate Advances
    
    
    377.6.3 Principal and Interest Payments on Bid Advances
    
    
    377.6.4 Principal and Interest Payments on Overnight Advances
    
    
    37ARTICLE 8. BANK EQUITY INTERESTS
    
    
    37ARTICLE 9. SECURITY
    
    
    38ARTICLE 10. REPRESENTATIONS AND WARRANTIES
    
    
    3810.1 Organization, Good Standing, Etc.
    
    
    3810.2 Corporate Authority, Due Authorization; Consents
    
    
    3810.3 Litigation
    
    
    39
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10.4 No Violations
    
    
    3910.5 Binding Agreement
    
    
    3910.6 Compliance with Laws
    
    
    3910.7 Principal Place of Business; Place of Organization
    
    
    3910.8 Payment of Taxes
    
    
    3910.9 Licenses and Approvals
    
    
    4010.10 Employee Benefit Plans
    
    
    4010.11 Equity Investments
    
    
    4010.12 Title to Real and Personal Property
    
    
    4010.13 Financial Statements
    
    
    4110.14 Environmental Compliance
    
    
    4110.15 Fiscal Year
    
    
    4110.16 Material Agreements
    
    
    4110.17 Regulations U and X
    
    
    4110.18 Trademarks, Tradenames, etc.
    
    
    4210.19 No Default on Outstanding Judgments or Orders
    
    
    4210.20 No Default in Other Agreements
    
    
    4210.21 Acts of God
    
    
    4210.22 Governmental Regulation
    
    
    4210.23 Labor Matters and Labor Agreements
    
    
    4210.24 Anti-Terrorism Laws
    
    
    4310.24.1 Violation of Law
    
    
    4310.24.2 Classification
    
    
    4310.24.3 Conduct of Business
    
    
    4410.25 Disclosure
    
    
    44
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ARTICLE 11. CONDITIONS TO CLOSING AND ADVANCES
    
    
    4411.1 Conditions to Closing
    
    
    4411.1.1 Loan Documents
    
    
    4411.1.2 Approvals
    
    
    4411.1.3 Organizational Documents
    
    
    4411.1.4 Evidence of Corporate Action
    
    
    4511.1.5 Evidence of Insurance
    
    
    4511.1.6 Appointment of Agent for Service
    
    
    4511.1.7 No Material Change
    
    
    4511.1.8 Fees and Expenses
    
    
    4511.1.9 Bank Equity Interest Purchase Obligation
    
    
    4511.1.10 Opinion of Counsel
    
    
    4511.1.11 Further Assurances
    
    
    4511.2 Conditions to Advances and to Issuance of Letters of Credit
    
    
    4611.2.1 Default
    
    
    4611.2.2 Representations and Warranties
    
    
    46ARTICLE 12. AFFIRMATIVE COVENANTS
    
    
    4612.1 Books and Records
    
    
    4612.2 Reports and Notices
    
    
    4612.2.1 Annual Financial Statements
    
    
    4612.2.2 Quarterly Financial Statements
    
    
    4712.2.3 Notice of Default
    
    
    4712.2.4 ERISA Reports
    
    
    4712.2.5 Notice of Litigation
    
    
    4812.2.6 Notice of Material Adverse Effect
    
    
    48
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##### 



12.2.7 Notice of Environmental Proceedings
    
    
    4812.2.8 Regulatory and Other Notices
    
    
    4812.2.9 Adverse Action Regarding Required Licenses
    
    
    4812.2.10 Budget
    
    
    4812.2.11 Additional Information
    
    
    4812.3 Maintenance of Existence and Qualification
    
    
    4912.4 Compliance with Legal Requirements and Agreements
    
    
    4912.5 Compliance with Environmental Laws
    
    
    4912.6 Taxes
    
    
    4912.7 Insurance
    
    
    4912.8 Maintenance of Properties
    
    
    5012.9 Payment of Liabilities
    
    
    5012.10 Inspection
    
    
    5012.11 Required Licenses; Permits; Intellectual Property; Etc.
    
    
    5112.12 ERISA
    
    
    5112.13 Maintenance of Commodity Position
    
    
    5112.14 Financial Covenants
    
    
    5112.14.1 Working Capital
    
    
    5112.14.2 Consolidated Funded Debt to Consolidated Cash Flow
    
    
    5112.14.3 Adjusted Consolidated Funded Debt to Consolidated Members and Patrons Equity
    
    
    5112.15 Embargoed Person
    
    
    5112.16 Anti-Money Laundering
    
    
    52ARTICLE 13. NEGATIVE COVENANTS
    
    
    5213.1 Borrowing
    
    
    52
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13.2 No Other Businesses
    
    
    5213.3 Liens
    
    
    5313.4 Sale of Assets
    
    
    5413.5 Liabilities of Others
    
    
    5513.6 Loans
    
    
    5513.7 Merger; Acquisitions; Business Form; Etc.
    
    
    5513.8 Investments
    
    
    5613.9 Transactions With Related Parties
    
    
    5713.10 Patronage Refunds, etc.
    
    
    5713.11 Change in Fiscal Year
    
    
    5713.12 ERISA
    
    
    5713.13 Anti-Terrorism Law
    
    
    58ARTICLE 14. INDEMNIFICATION
    
    
    5814.1 General; Stamp Taxes; Intangibles Tax
    
    
    5814.2 Indemnification Relating to Hazardous Substances
    
    
    59ARTICLE 15. EVENTS OF DEFAULT; RIGHTS AND REMEDIES
    
    
    6015.1 Events of Default
    
    
    6015.2 No Advance
    
    
    6115.3 Rights and Remedies
    
    
    61ARTICLE 16. AGENCY AGREEMENT
    
    
    6216.1 Funding of Syndication Interest
    
    
    6216.2 Syndication Parties Obligations to Remit Funds
    
    
    6216.3 Notices to Administrative Agent
    
    
    6316.4 Syndication Partys Failure to Remit Funds
    
    
    6316.5 Agency Appointment
    
    
    64
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##### 



16.6 Power and Authority of the Administrative Agent
    
    
    6416.6.1 Advice
    
    
    6416.6.2 Documents
    
    
    6416.6.3 Proceedings
    
    
    6416.6.4 Retain Professionals
    
    
    6416.6.5 Incidental Powers
    
    
    6416.7 Duties of the Administrative Agent
    
    
    6416.7.1 Possession of Documents
    
    
    6516.7.2 Distribute Payments
    
    
    6516.7.3 Loan Administration
    
    
    6516.7.4 Determination of Individual Lending Capacity and Individual Pro Rata Shares
    
    
    6516.7.5 Forwarding of Information
    
    
    6516.8 Action Upon Default
    
    
    6616.8.1 Indemnification as Condition to Action
    
    
    6616.9 Bid Agents Appointment, Power, Authority, Duties and Resignation or Removal; Fee
    
    
    6616.10 Consent Required for Certain Actions
    
    
    6716.10.1 Unanimous
    
    
    6716.10.2 Facility Lenders
    
    
    6716.10.3 Required Lenders
    
    
    6716.10.4 Action Without Vote
    
    
    6816.10.5 Voting Participants
    
    
    6816.11 Distribution of Principal and Interest
    
    
    6816.12 Distribution of Certain Amounts
    
    
    69
 xvii




---



##### 



16.12.1 Funding Losses
    
    
    6916.12.2 Fees
    
    
    6916.13 Possession of Loan Documents
    
    
    6916.14 Collateral Application
    
    
    6916.15 Amounts Required to be Returned
    
    
    7016.16 Reports and Information to Syndication Parties
    
    
    7016.17 Standard of Care
    
    
    7016.18 No Trust Relationship
    
    
    7116.19 Sharing of Costs and Expenses
    
    
    7116.20 Syndication Parties Indemnification of the Administrative Agent and Bid Agent
    
    
    7116.21 Books and Records
    
    
    7216.22 Administrative Agent Fee
    
    
    7216.23 The Administrative Agents Resignation or Removal
    
    
    7216.24 Representations and Warranties of All Parties
    
    
    7316.25 Representations and Warranties of CoBank
    
    
    7316.26 Syndication Parties Independent Credit Analysis
    
    
    7316.27 No Joint Venture or Partnership
    
    
    7416.28 Purchase for Own Account; Restrictions on Transfer; Participations
    
    
    7416.29 Certain Participants Voting Rights
    
    
    7516.30 Method of Making Payments
    
    
    7516.31 Events of Syndication Default/Remedies
    
    
    7516.31.1 Syndication Party Default
    
    
    7516.31.2 Remedies
    
    
    7616.32 Withholding Taxes
    
    
    76
 xviii




---



##### 



16.33 Replacement of Holdout Lender
    
    
    7716.34 Amendments Concerning Agency Function
    
    
    7716.35 Agent Duties and Liabilities
    
    
    7716.36 Further Assurances
    
    
    77ARTICLE 17. MISCELLANEOUS
    
    
    7817.1 Costs and Expenses
    
    
    7817.2 Service of Process and Consent to Jurisdiction
    
    
    7817.3 Jury Waiver
    
    
    7917.4 Notices
    
    
    7917.4.1 Borrower
    
    
    7917.4.2 Administrative Agent
    
    
    7917.4.3 Bid Agent
    
    
    8017.4.4 Syndication Parties
    
    
    8017.5 Liability of Administrative Agent and Bid Agent
    
    
    8017.6 Successors and Assigns
    
    
    8017.7 Severability
    
    
    8017.8 Entire Agreement
    
    
    8017.9 Applicable Law
    
    
    8017.10 Captions
    
    
    8017.11 Complete Agreement; Amendments
    
    
    8017.12 Additional Costs of Maintaining Loan
    
    
    8117.13 Capital Requirements
    
    
    8217.14 Replacement Notes
    
    
    8217.15 Patronage Payments
    
    
    8217.16 Direct Website Communications; Electronic Mail Communications
    
    
    83
 xix




---



##### 



17.16.1 Delivery
    
    
    8317.16.2 Posting
    
    
    8417.16.3 Additional Communications
    
    
    8417.16.4 Disclaimer
    
    
    8417.16.5 Termination
    
    
    8417.17 Reallocation and Repayment of Certain Amounts Outstanding Under the 2003 Agreement on the Closing Date
    
    
    8417.18 Affect of Amended and Restated Credit Agreement
    
    
    8617.19 Mutual Release
    
    
    8617.20 Liberal Construction
    
    
    8617.21 Counterparts
    
    
    8617.22 Confidentiality
    
    
    8617.23 USA Patriot Act Notice
    
    
    8717.24 Waiver of Borrowers Rights Under Farm Credit Act
    
    
    87
 xx




---



##### 



EXHIBITS Exhibit 1.47
    
    Compliance CertificateExhibit 1.76
    
    Existing Letters of CreditExhibit 1.172
    
    List of Restricted SubsidiariesExhibit 1.174
    
    List of SubsidiariesExhibit 2.3
    
    364-Day Borrowing NoticeExhibit 2.4
    
    364-Day Facility Note FormExhibit 3.3
    
    5-Year Borrowing NoticeExhibit 3.4
    
    5-Year Facility Note FormExhibit 4.3
    
    Bid Request Form (364-Day Facility)Bid Request Form (5-Year Facility)Exhibit 4.4
    
    Bid Form (364-Day Facility)Bid Form (5-Year Facility)Exhibit 4.5
    
    Bid Selection Notice (364-Day Facility)Bid Selection Notice (5-Year Facility)Exhibit 6.7
    
    Special Interest RatesExhibit 10.3
    
    LitigationExhibit 10.8
    
    Payment of TaxesExhibit 10.10
    
    Employee Benefit PlansExhibit 10.11
    
    Equity InvestmentsExhibit 10.14
    
    Environmental ComplianceExhibit 10.23
    
    Labor Matters and AgreementsExhibit 13.1
    
    Existing IndebtednessExhibit 13.8(f)
    
    Existing Investments (excluding Restricted Subsidiaries)
 xxi




---



##### 



Exhibit 13.8(i)
    
    Investment in NCRAExhibit 13.8(j)
    
    Investment in Ventura Foods, LLCExhibit 16.28
    
    Syndication Acquisition AgreementExhibit 16.30
    
    Wire InstructionsSchedule 1
    
    Syndication Parties and Individual CommitmentsSchedule 2
    
    Applicable Margins; Facility Fee Factors
 xxii




---



##### 



EXHIBIT 1.47
to Credit Agreement COMPLIANCE CERTIFICATE CHS Inc. CoBank, ACB
5500 South Quebec Street
Greenwood Village, Colorado 80111 ATTN:          Administrative Agent, CHS Loan Gentlemen: As required by Subsections 12.2.1 and 12.2.2 of that certain 2005 Amended and Restated Credit
Agreement (Revolving Loans) (Credit Agreement) dated as of May 19, 2005, by and between CHS Inc.
(Company), CoBank, ACB, in its capacity as Administrative Agent, and the Syndication Parties
described therein, a review of the activities of the Company for the [Fiscal Quarter ending
_________, 200_ ] or  [Fiscal Year ending _______ __, 200_ ] (the Fiscal Period) has been made
under my supervision with a view to determine whether the Company has kept, observed, performed and
fulfilled all of its obligations under the Credit Agreement and all other agreements and
undertakings contemplated thereby, and to the best of my knowledge, and based upon such review, I
certify that no event has occurred which constitutes, or which with the passage of time or service
of notice, or both, would constitute an Event of Default or a Potential Default as defined in the
Credit Agreement. In addition, I certify that the aggregate face amount of all letters of credit outstanding for
which the Company has a reimbursement obligation, other than Letters of Credit issued under the
Credit Agreement, is $_________. I further certify that the amounts set forth on the attachment, to the best of my knowledge
accurately present amounts required to be calculated on a consolidated basis by financial covenants
of the Credit Agreement as of the last day of the Fiscal Period (unless expressly specified
herein). All terms used herein and on the attachment have the identical meaning as in the Credit
Agreement. Very truly yours,
CHS Inc.By:Name:Title:  Chief Financial Officer




---



##### 



Capitalized terms used herein shall have the definitions set forth in the Loan Agreement.     SUBSECTION 12.14.1: WORKING CAPITAL Test:               Consolidated Current Assets minus Consolidated Current Liabilities. Target:          Not less than $250,000,000.00 at all times. Consolidated Current Assets minus Consolidated Current Liabilities (Actual)  
 SUBSECTION 12.14.2: CONSOLIDATED FUNDED DEBT TO CONSOLIDATED CASH FLOW Test:               Consolidated Funded Debt divided by Consolidated Cash Flow. Target:           Not greater than 3.00:1 at all times based on the previous consecutive four
Fiscal Quarters. Consolidated Funded Debt divided by Consolidated Cash Flow for the previous
consecutive four Fiscal Quarters (Actual)  
 SUBSECTION 12.14.3: ADJUSTED CONSOLIDATED FUNDED DEBT TO CONSOLIDATED MEMBERS AND PATRONS EQUITY Test:               Adjusted Consolidated Funded Debt, divided by Consolidated Members and Patrons Equity. Target:          Not more than .80 to 1.00 at all times. Adjusted Consolidated Funded Debt, divided by Consolidated Members and Patrons
Equity (Actual)  2




---



##### 



Exhibit 1.76
to
Credit Agreement Existing Letters of Credit AMTISSUER
    
    L/C NO.
    
    L/C AMT
    
    AVAILABLE
    
    ISSUE DATE
    
    EXPIRY DATE
    
    BENEFICIARYCoBank, ACB
    
    
    96019
    
    
    $
    2,000,000.00
    
    
    $
    2,000,000.00
    
    
    7/1/1999
    
    6/30/2005
    
    ZURICH-AMERICAN NEW YORKCoBank, ACB
    
    
    97012
    
    
    $
    425,000.00
    
    
    $
    425,000.00
    
    
    7/1/1999
    
    6/30/2005
    
    LIBERTY MUTUAL, BOSTON MACoBank, ACB
    
    
    612924
    
    
    $
    100,000.00
    
    
    $
    100,000.00
    
    
    8/24/1998
    
    8/31/2006
    

    TAIWAN SUGAR, TAIPEI, TAIWANCoBank, ACB
    
    
    612927
    
    
    $
    5,400,000.00
    
    
    $
    5,400,000.00
    
    
    9/10/1998
    
    9/30/2005
    
    LIBERTY MUTUAL, BOSTON MACoBank, ACB
    
    
    616718
    
    
    $
    495,495.00
    
    
    $
    495,495.00
    
    
    3/28/2003
    
    8/20/2005
    
    RABOBANK, NETHERLANDSCoBank, ACB
    
    
    616747
    
    
    $
    206,811.00
    
    
    $
    206,811.00
    
    
    7/10/2003
    
    7/9/2005
    
    MN RAIL SERVICES, MENDOTA HGTS, MNCoBank, ACB
    
    
    616748
    
    
    $
    50,000.00
    
    
    $
    50,000.00
    
    
    7/15/2003
    
    5/30/2006
    
    CYPRUS GRAIN COMMISSION, NICOSIA, CYPRUSCoBank, ACB
    
    
    616754
    
    
    $
    450,000.00
    
    
    $
    450,000.00
    
    
    9/19/2003
    
    9/29/2005
    
    FEDERATED RURAL ELECTRIC, JACKSON, MNCoBank, ACB
    
    
    617854
    
    
    $
    500,000.00
    
    
    $
    500,000.00
    
    
    4/12/2005
    
    8/12/2005
    
    XIAMEN-ZHONGHE, XIAMEN CITY, TAIWANCoBank, ACB
    
    
    617855
    
    
    $
    500,000.00
    
    
    $
    500,000.00
    
    
    2/2/2005
    
    7/1/2005
    
    XIAMEN-ZHONGHE, XIAMEN CITY, TAIWANCoBank, ACB
    
    
    617856
    
    
    $
    1,000,000.00
    
    
    $
    1,000,000.00
    
    
    2/25/2005
    
    7/8/2005
    
    SHANDONG BOHAI OILS & FATS, SHANDONG, CHINACoBank, ACB
    
    
    617857
    
    
    $
    1,500,000.00
    
    
    $
    1,500,000.00
    
    
    3/3/2005
    
    6/28/2005
    
    BOARD OF TRADE CITY OF CHICAGO, CHICAGO, ILRaboBank
    
    
    10233
    
    
    $
    4,004,037.00
    
    
    $
    4,004,037.00
    
    
    
    
    9/5/2005
    
    MONTANA ECONOMIC DEVELOPMENT BOARDU.S. Bank
    
    
    001167
    
    
    $
    450,000.00
    
    
    $
    450,000.00
    
    
    8/28/2000
    
    8/28/2005
    
    DAKOTA VALLEY ELECTRICWells Fargo Bank
    
    
    335936
    
    
    $
    3,030,708.00
    
    
    $
    3,030,708.00
    
    
    10/25/1999
    
    6/1/2005
    
    STATE OF MINNESOTAWells Fargo Bank
    
    
    335937
    
    
    $
    445,222.00
    
    
    $
    445,222.00
    
    
    10/25/1999
    
    6/1/2005
    
    SOUTH DAKOTA DEPARTMENT OF LABORWells Fargo Bank
    
    
    335938
    
    
    $
    180,000.00
    
    
    $
    180,000.00
    
    
    10/25/1999
    
    6/1/2005
    
    ZURICH INSURANCE COMPANYBank of America
    
    
    7412653
    
    
    $
    700,000.00
    
    
    $
    700,000.00
    
    
    10/24/2003
    
    10/24/2005
    
    UNITED STATES FIRE INSURANCE COMPANYTOTAL
    
    
    
    
    
    $
    21,437,273.00
    
    
    $
    21,437,273.00




---



##### 



Exhibit 1.172
to Credit Agreement Restricted Subsidiaries Fin-Ag, Inc.




---



##### 



Exhibit 1.174
to Credit Agreement List of Subsidiaries DateCHSActive/
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Ownership
    
    
    Incorp.
    
    
    Interest
    
    
    Fiscal
    
    
    State of
    
    
    FederalInactive
    
    
    Corporation
    
    
    Address
    
    
    Type
    
    
    Business
    
    
    By
    
    
    Date
    
    
    Acquired
    
    
    End
    
    
    Incorp.
    
    
    ID #A
    
    
    Ag States Agency of
Montana, Inc.
    
    
    5500 Cenex Drive
PO Box 64089
St. Paul, MN 55164
    
    
    SUB
    
    
    Insurance Agency
    
    
    100% CHS
    
    
    10/11/1977
    
    
    10/11/1977
    
    
    31-Dec
    
    
    Montana
    
    
    81-0372838A
    
    
    Ag States Agency,
LLC
    
    
    5500 Cenex Drive
PO Box 64089
St. Paul, MN 55164
    
    
    JV
    
    
    Independent
Insurance Agency
    
    
    100% by CHS (Eff.
4/21/05)
    
    
    12/27/1994
    
    
    12/27/1994
    
    
    31-May
    
    
    Minnesota
    
    
    41-1795536A
    
    
    CENEX AG, Inc.

(formerly FUCEI-E,
Inc.)
    
    
    5500 Cenex Drive
PO Box 64089
St. Paul, MN 55164
    
    
    Sub
    
    
    Sale of feed and
seed products.
    
    
    100% CHS
    
    
    10/23/1974
    
    
    10/23/1974
    
    
    31-Aug
    
    
    Delaware
    
    
    41-1248837A
    
    
    Cenex Petroleum,
Inc.
    
    
    5500 Cenex Drive
PO Box 64089
St. Paul, MN 55164
    
    
    Sub
    
    
    Retail sales and
distribution of
petroleum and other
related products.
    
    
    100% CHS
    
    
    7/11/1996
    
    
    7/11/1996
    
    
    
    
    
    Minnesota
    
    
    41-1847046A
    
    
    CENEX Pipeline LLC
    
    
    5500 Cenex Drive
PO Box 64089
St. Paul, MN 55164
    
    
    LLC
    
    
    Operating
Subsidiary for
pipeline operations
    
    
    100% CHS
    
    
    5/4/1998
    
    
    5/4/1998
    
    
    
    
    
    MinnesotaA
    
    
    Central Montana
Propane, LLC
    
    
    Highway 191 North
Box 22 Lewistown,
Montana59457
    
    
    SUB
    
    
    Owning and
operating a propane
wholesale and
resale operatintion
    
    
    CHS 53.38% and
Moore Farmers Oil
Company 46.62%
    
    
    9/16/1997
    
    
    3/1/2000
    
    
    31-Aug
    
    
    Montana
    
    
    81-0513866A
    
    
    CHS Aggressive
Growth Fund, Inc.
    
    
    11 East Chase
Street Baltimore,
MD 21202
    
    
    Corp
    
    
    Investment Company
    
    
    100% CHS
    
    
    5/1/2001
    
    
    5/1/2001
    
    
    31-Aug
    
    
    Maryland
    
    
    52-2316147




---



##### 



DateCHSActive/
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Ownership
    
    
    Incorp.
    
    
    Interest
    
    
    Fiscal
    
    
    State of
    
    
    FederalInactive
    
    
    Corporation
    
    
    Address
    
    
    Type
    
    
    Business
    
    
    By
    
    
    Date
    
    
    Acquired
    
    
    End
    
    
    Incorp.
    
    
    ID #A
    
    
    CHS Conservative
Growth Fund, Inc.
    
    
    11 East Chase
Street Baltimore,
MD 21202
    
    
    Corp
    
    
    Investment Company
    
    
    100% CHS
    
    
    5/1/2001
    
    
    5/1/2001
    
    
    31-Aug
    
    
    Maryland
    
    
    52-2316152A
    
    
    CHS do Brasil Ltda.
    
    
    Sao Paulo, Brazil
    
    
    
    
    
    Origination and
marketing of
soybeans for export
to Pacific Rim and
European buyers
    
    
    100% CHS
    
    
    Feb-03
    
    
    Feb-03A
    
    
    CHS Energy Canada,
Inc.
    
    
    5500 Cenex Drive
PO Box 64089
St. Paul, MN 55164
    
    
    Sub
    
    
    Petroleum; does no
business
    
    
    100% CHS
    
    
    6/12/1987
    
    
    6/12/1987
    
    
    
    
    
    Alberta, Canada
    
    
    Canadian 8874 8884A
    
    
    CHS Fixed Income
Fund, Inc.
    
    
    11 East Chase
Street Baltimore,
MD 21202
    
    
    Corp
    
    
    Investment Company
    
    
    100% CHS
    
    
    6/13/2001
    
    
    6/13/2001
    
    
    31-Aug
    
    
    Maryland
    
    
    41-2008912A
    
    
    CHS Holdings, Inc.
    
    
    5500 Cenex Drive
PO Box 64089
St. Paul, MN 55164
    
    
    SUB
    
    
    Holding Company for
membership
interests in the
new LLC formed re:
    
    
    100% CHS
    
    
    4/20/1999
    
    
    4/20/1999
    
    
    31-Aug
    
    
    Minnesota
    
    
    41-1947300TerraA
    
    
    CHS Inc.
    
    
    5500 Cenex Drive
PO Box 64089
St. Paul, MN 55164
    
    
    Self
    
    
    Combined
Corporation (Cenex
and HSC)
    
    
    100% CHS
    
    
    7/15/1936
    
    
    7/15/1936
    
    
    
    
    
    Minnesota
    
    
    41-0251095A
    
    
    CHS Moderate Growth
Fund, Inc.
    
    
    11 East Chase
Street Baltimore,
MD 21202
    
    
    Corp
    
    
    Investment Company
    
    
    100% CHS
    
    
    5/1/2001
    
    
    5/1/2001
    
    
    31-Aug
    
    
    Maryland
    
    
    52-2316156




---



##### 



DateCHSActive/
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Ownership
    
    
    Incorp.
    
    
    Interest
    
    
    Fiscal
    
    
    State of
    
    
    FederalInactive
    
    
    Corporation
    
    
    Address
    
    
    Type
    
    
    Business
    
    
    By
    
    
    Date
    
    
    Acquired
    
    
    End
    
    
    Incorp.
    
    
    ID #A
    
    
    CHS-Browns Valley
    
    
    5500 Cenex Drive
PO Box 64089
St.
Paul, MN 55164
    
    
    SUB
    
    
    Carrying on a
supply business, as
a cooperative,
engaging in any
activity or service
in connection with
the sale of crop
inputs, energy
products and
agricultural supply
products
    
    
    100% CHS
    
    
    8/21/2003
    
    
    8/21/2003
    
    
    31-Aug
    
    
    Minnesota
    
    
    75-3133234A
    
    
    CHS-Chinook
    
    
    135 First Street,
Chinook, MT
59523-0339
    
    
    SUB
    
    
    Carrying on a farm
supply business
engaging in the
purchase, sale and
handling of
agricultural
products and
agricultural
supplies, energy
products and
machinery.
    
    
    100% CHS
    
    
    2/11/2002
    
    
    2/11/2002
    
    
    31-Aug
    
    
    Montana
    
    
    73-1630482A
    
    
    CHS-Clinton/Wilmot
    
    
    5500 Cenex Drive
Inver Grove
Heights, MN
55077-2112
    
    
    Corp
    
    
    Grain Handling and
Marketing of Grain
    
    
    100% CHS
    
    
    5/21/2003
    
    
    5/21/2003
    
    
    31-Aug
    
    
    Minnesota
    
    
    87-0711575A
    
    
    CHS-Connell, Inc.
    
    
    433 North Columbia
Avenue
Connell, WA 99326
    
    
    SUB
    
    
    Transaction of any
and all lawful
business for which
associations may be
incorporated.
    
    
    100% CHS
    
    
    5/21/2001
    
    
    5/21/2001
    
    
    31-Aug
    
    
    Washington
    
    
    36-4454350




---



##### 



DateCHSActive/
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Ownership
    
    
    Incorp.
    
    
    Interest
    
    
    Fiscal
    
    
    State of
    
    
    FederalInactive
    
    
    Corporation
    
    
    Address
    
    
    Type
    
    
    Business
    
    
    By
    
    
    Date
    
    
    Acquired
    
    
    End
    
    
    Incorp.
    
    
    ID #A
    
    
    CHS-Dickinson
    
    
    3645 98th R Avenue
SW, Taylor, ND
58656
    
    
    SUB
    
    
    organized for the
purpose of carrying
on a grain elevator
and warehouse
business
    
    
    100% CHS
    
    
    10/9/2003
    
    
    10/9/2003
    
    
    31-Aug
    
    
    North Dakota
    
    
    75-3133243A
    
    
    CHS-Drayton
    
    
    2002 North
Washington Street
Grand Forks, ND
58203
    
    
    SUB
    
    
    Engage in any
activity within the
purposes for which
a cooperative may
be organized under
North Dakota
Statute 10-15
    
    
    100% CHS
    
    
    1/27/2003
    
    
    1/27/2003
    
    
    31-Aug
    
    
    North Dakota
    
    
    82-0585676A
    
    
    CHS-Edgeley
    
    

602 - 2nd Street,
Edgeley, ND 58433
    
    
    SUB
    
    
    organized for the
purpose of carrying
on a grain elevator
and warehouse
business
    
    
    100% CHS
    
    
    5/26/2000
    
    
    5/26/2000
    
    
    31-Aug
    
    
    North Dakota
    
    
    45-0457956A
    
    
    CHS-Garrison
    
    
    2100 Railroad
Street Garrison, ND
58540
    
    
    SUB
    
    
    organized for the
purpose of carrying
on a grain elevator
and warehouse
business
    
    
    100% CHS
    
    
    5/9/2001
    
    
    5/9/2001
    
    
    31-Aug
    
    
    North Dakota
    
    
    41-2011668A
    
    
    CHS-Glasgow
    
    
    225 Railroad Alley
Glasgow, MT 59230
    
    
    SUB
    
    
    organized for the
purpose of carrying
on a grain elevator
and warehouse
business
    
    
    100% CHS
    
    
    6/12/2000
    
    
    6/12/2000
    
    
    31-Aug
    
    
    Montana
    
    
    81-0535014




---



##### 



DateCHSActive/
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Ownership
    
    
    Incorp.
    
    
    Interest
    
    
    Fiscal
    
    
    State of
    
    
    FederalInactive
    
    
    Corporation
    
    
    Address
    
    
    Type
    
    
    Business
    
    
    By
    
    
    Date
    
    
    Acquired
    
    
    End
    
    
    Incorp.
    
    
    ID #A
    
    
    CHS-Grangeville,
Inc.
    
    
    1001 North A
P.O. Box 70
Grangeville, ID
83530-0070
    
    
    SUB
    
    
    The transaction of
any and all lawful
business of which
corporations may be
incorporated under
the Idaho Business
Corporations Act
    
    
    100% CHS
    
    
    2/23/2001
    
    
    2/23/2001
    
    
    31-Aug
    
    
    Idaho
    
    
    36-4456100A
    
    
    CHS-Highmore
    
    
    123 First Street
Highmore, SD 57345
    
    
    SUB
    
    
    organized for the
purpose of carrying
on a grain elevator
and warehouse
business
    
    
    100% CHS
    
    
    6/20/2000
    
    
    6/20/2000
    
    
    31-Aug
    
    
    South Dakota
    
    
    46-0457674A
    
    
    CHS-Hoffman
    
    
    5500 Cenex Drive,
Inver Grove
Heights, MN 55077
    
    
    SUB
    
    
    Carrying on a
supply business, as
a cooperative,
engaging in any
activity or service
in connection with
the sale of crop
inputs, energy
products and
agricultural supply
products
    
    
    100% CHS
    
    
    12/23/2003
    
    
    12/23/2003
    
    
    31-Aug
    
    
    Minnesota
    
    
    43-2042326A
    
    
    CHS-Jasper
    
    
    401 South Railroad
Avenue, Jasper, MN
56144.
    
    
    SUB
    
    
    carrying on a grain
elevator and
warehouse business
    
    
    100% CHS
    
    
    3/8/2000
    
    
    3/8/2000
    
    
    31-Aug
    
    
    South Dakota
    
    
    91-2064383




---



##### 



DateCHSActive/
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Ownership
    
    
    Incorp.
    
    
    Interest
    
    
    Fiscal
    
    
    State of
    
    
    FederalInactive
    
    
    Corporation
    
    
    Address
    
    
    Type
    
    
    Business
    
    
    By
    
    
    Date
    
    
    Acquired
    
    
    End
    
    
    Incorp.
    
    
    ID #A
    
    
    CHS-Kindred
    
    
    41 Fifth Avenue
South Kindred, ND
58051
    
    
    SUB
    
    
    Owns and leased to
CHSC grain elevator
and warehouse
businesses
    
    
    100% CHS
    
    
    11/20/2001
    
    
    11/20/2001
    
    
    31-Aug
    
    
    North Dakota
    
    
    41-2023309A
    
    
    CHS-Lewistown
    
    
    190 HC 191 North,
Lewistown, MT 59457
    
    
    SUB
    
    
    Owns and leases to
CHSC grain elevator
and warehouse
businesses
    
    
    100% CHS
    
    
    2/8/2001
    
    
    2/8/2001
    
    
    31-Aug
    
    
    Montana
    
    
    36-4430427A
    
    
    CHS-Moscow, Inc.
    
    
    P.O. Box 467
Lewiston, Idaho
83501-0467
    
    
    SUB
    
    
    The transaction of
any and all lawful
business of which
corporations may be
incorporated under
the Idaho Business
Corporations Act
    
    
    100% CHS
    
    
    8/18/2004
    
    
    8/18/2004
    
    
    31-Aug
    
    
    Idaho
    
    
    75-3169237A
    
    
    CHS-Philip
    
    
    300 East Cherry
Street Philip, SD
57567-0400
    
    
    SUB
    
    
    Owns and leases to
CHSC grain elevator
and agricultural
and agronomy
businesses
    
    
    100% CHS
    
    
    9/11/2000
    
    
    9/11/2000
    
    
    31-Aug
    
    
    South Dakota
    
    
    41-1985526




---



##### 



DateCHSActive/
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Ownership
    
    
    Incorp.
    
    
    Interest
    
    
    Fiscal
    
    
    State of
    
    
    FederalInactive
    
    
    Corporation
    
    
    Address
    
    
    Type
    
    
    Business
    
    
    By
    
    
    Date
    
    
    Acquired
    
    
    End
    
    
    Incorp.
    
    
    ID #A
    
    
    CHS-Sioux Falls
    
    
    3900 North Cliff
Ave. Sioux Falls,
SD 57118
    
    
    SUB
    
    
    Farm Supply
business, as a
cooperative,
engaging in any
activity or service
in connection with
the purchase, sale
and handling of
energy products.
    
    
    100% CHS
    
    
    11/29/2000
    
    
    11/29/2000
    
    
    31-Aug
    
    
    South Dakota
    
    
    41-1991671A
    
    
    CHS-Starbuck
    
    
    5500 Cenex Drive
Inver Grove
Heights, MN
55077-2112
    
    
    SUB
    
    
    Grain and supply
business as a
cooperative
    
    
    100% CHS
    
    
    5/28/2003
    
    
    5/28/2003
    
    
    31-Aug
    
    
    Minnesota
    
    
    87-0711576A
    
    
    CHS-Wallace County,
Inc.
    
    
    P.O. Box 64089
St. Paul, MN
55164-0089
    
    
    SUB
    
    
    The transaction of
any and all lawful
business of which
corporations may be
incorporated under
Chapter 17 of the
Kansas Statutes
Annotated.
    
    
    100% CHS
    
    
    2/17/2005
    
    
    2/17/2005
    
    
    31-Aug
    
    
    Kansas
    
    
    43-2079564A
    
    
    Circle Land
Management, Inc.
    
    
    
    
    
    
    
    
    Land Mgt. for
property around
Laurel MT refinery
    
    
    100% CHS
    
    
    5/5/1993
    
    
    5/5/1993
    
    
    
    
    
    Minnesota
    
    
    41-1750051




---



##### 



DateCHSActive/
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Ownership
    
    
    Incorp.
    
    
    Interest
    
    
    Fiscal
    
    
    State of
    
    
    FederalInactive
    
    
    Corporation
    
    
    Address
    
    
    Type
    
    
    Business
    
    
    By
    
    
    Date
    
    
    Acquired
    
    
    End
    
    
    Incorp.
    
    
    ID #A
    
    
    CoGrain
    
    
    560 W. Grain
Terminal Rd.,
Pasco, WA 99301
    
    
    
    
    
    
    
    
    Ritzville Warehouse
Company 7.273%; CHS
54.5%; Pendleton
Grain Growers
1.818%; Odessa
Union Warehouse
Co-op 36.364%
    
    
    9/21/1990
    
    
    6/1/1996
    
    
    
    
    
    WashingtonA
    
    
    Country Energy, LLC
    
    
    5500 Cenex Drive
PO Box 64089
St. Paul, MN 55164
    
    
    JV
    
    
    Alliance between
CHS and Farmland
    
    

100% CHS - (CHS
acquired Farmlands
50% 12/1/01)
    
    
    4/9/1998
    
    
    4/9/1998
    
    
    31-Aug
    
    
    Delaware
    
    
    43-1813211A
    
    
    Country Hedging,
Inc.
    
    
    5500 Cenex Drive
PO Box 64089
St. Paul, MN 55164
    
    
    SUB
    
    
    Full service
commodity futures
and option
brokerage
    
    
    100% CHS
    
    
    8/20/1986
    
    
    8/20/1986
    
    
    31-Aug
    
    
    Delaware
    
    
    41-1556399A
    
    
    Fin-Ag, Inc.
    
    
    4001 South Westport
Avenue
P.O. Box 88808
Sioux Falls, SD
57105
    
    
    SUB
    
    
    Provides cattle
feeding and swine
financing loans;
facility financing
loans; crop
production loans,

and consulting
services
    
    
    100% CHS
    
    
    12/17/1987
    
    
    12/17/1987
    
    
    31-Aug
    
    
    South Dakota
    
    
    46-0398764A
    
    
    Front Range
Pipeline LLC
    
    
    5500 Cenex Drive
PO Box 64089
St. Paul, MN 55164
    
    
    LLC
    
    
    To own and operate
the Front Range
Pipeline
    
    
    100% CHS
    
    
    3/23/1999
    
    
    3/23/1999
    
    
    
    
    
    Minnesota
    
    
    41-1935715A
    
    
    Harvest States
Cooperatives Europe
B.V.
    
    
    Dienstenstraat 15
NL 3161 GN
Rhoon The
Netherlands
    
    
    LLC
    
    
    Grain Marketing
    
    
    100% CHS
    
    
    5/9/2001
    
    
    5/9/2001
    
    
    31-Aug
    
    
    Netherland




---



##### 



DateCHSActive/
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Ownership
    
    
    Incorp.
    
    
    Interest
    
    
    Fiscal
    
    
    State of
    
    
    FederalInactive
    
    
    Corporation
    
    
    Address
    
    
    Type
    
    
    Business
    
    
    By
    
    
    Date
    
    
    Acquired
    
    
    End
    
    
    Incorp.
    
    
    ID #A
    
    
    La Canasta of
Minnesota, Inc.
    
    
    5500 Cenex Drive,
Inver Grove
Heights, MN 55077
    
    
    SUB
    
    
    
    
    
    100% CHS (Acquired
with Sparta Foods,
wholly owned
subsidiary of
Sparta Foods)
    
    
    11/18/1980
    
    
    6/1/2000A
    
    
    Montevideo Grain,
LLC
    
    
    5500 Cenex Drive
PO Box 64089
St.
Paul, MN 55164
    
    
    LLC
    
    
    Acquiring, owning,
operating and
managing grain
assets
    
    
    Financial: 33%
FUOC; 67% CHS;
Governance 50%
FUOC, 50% CHS
    
    
    8/9/2001
    
    
    8/9/2001
    
    
    31-Aug
    
    
    Delaware
    
    
    41-2015718A
    
    
    National
Cooperative
Refinery
Association (NCRA)
    
    
    534 S. Kansas Ave.
Topeka, KS 66603
    
    
    Corp.
    
    
    Manufacturer,
marketing, and
wholesale
distribution of
petroleum products.
    
    

CHS - 74.2%, 25.5
Growmark and MFA
    
    
    7/7/1943
    
    
    7/7/1943
    
    
    30-Sep
    
    
    KansasA
    
    
    PGG/HSC Feed
Company, LLC.
    
    
    300 West Feedville
Road
Hermiston, OR 97838
    
    
    JV
    
    
    Feed Manufacturer
    
    

80% - CHS and 20%
Pendleton Grain
Growers
    
    
    10/26/1994
    
    
    10/26/1994
    
    
    31-May
    
    
    Oregon
    
    
    93-1156470A
    
    
    Sparta Foods, Inc.
    
    
    920 Second Avenue
South, Suite 1100,
Minneapolis, MN
55402
    
    
    SUB
    
    
    Production and
distribution of
tortilla and
value-added
tortilla products
    
    
    100% CHSC (Acquired
Stock 6/1/00)
    
    
    7/7/1988
    
    
    6/1/2000
    
    
    
    
    
    Minnesota
    
    
    41-1618240A
    
    
    St. Paul Maritime
Corporation
    
    
    
    
    
    SUB
    
    
    Company employing
stevedores at
Myrtle Grove
Terminal
    
    
    100% CHSC
    
    
    8/18/1995
    
    
    8/18/1995
    
    
    31-Aug
    
    
    Minnesota




---



##### 



DateCHSActive/
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Ownership
    
    
    Incorp.
    
    
    Interest
    
    
    Fiscal
    
    
    State of
    
    
    FederalInactive
    
    
    Corporation
    
    
    Address
    
    
    Type
    
    
    Business
    
    
    By
    
    
    Date
    
    
    Acquired
    
    
    End
    
    
    Incorp.
    
    
    ID #A
    
    
    United Country
Brands LLC
    
    
    5500 Cenex Drive
PO Box 64089
St. Paul, MN 55164
and 3315 North Oak
Trafficway Kansas
City, MO 64116
    
    
    LLC
    
    
    Holding Company for
membership
interests in
Agriliance LLC
    
    
    100% CHS
    
    
    01/05/00
    
    
    1/5/2000
    
    
    31-Aug
    
    
    Delaware
    
    
    41-1961040




---



##### 



EXHIBIT 2.3
to Credit Agreement 364-DAY BORROWING NOTICE NO. _______ ________________, 20__ To:
    
    The Administrative AgentFrom:
    
    CHS Inc. (Borrower)Re:
    
    2005 Amended and Restated Credit Agreement (Revolving Loans) (as amended from time to time, the Credit Agreement) dated
as of May 19, 2005, Borrower, CoBank, ACB (CoBank and, in its capacity as such, the Administrative Agent and the Bid
Agent), and the other Syndication Parties signatory thereto.
 Pursuant to Section 2.3 of the Credit Agreement, Borrower hereby gives notice of its desire to
receive a 364-Day Advance in accordance with the terms set forth below (all capitalized terms used
herein and not defined herein shall have the meaning given them in the Credit Agreement):  (a)
    The 364-Day Advance requested pursuant to this 364-Day Borrowing Notice shall be made on
_________,20 ___ [the date inserted must be a Banking Day and [the same Banking Day as]1 [not
less than three (3) Banking Days from]2 the date hereof].(b)
    The aggregate principal amount of the 364-Day Advance requested hereunder shall be
__________________ Dollars ($___ ).(c)
    The 364-Day Advance requested hereunder shall initially bear interest at the [select one]:o Base Rate and be treated as a Base Rate Loan;o LIBO Rate and be treated as a LIBO Rate Loan.(d)
    If the LIBO Rate is selected, the initial LIBO Rate Period shall be a ______ month period
[select one, two, three, or six month period]. CHS Inc.By:Name:Title:
   1
    
    Applicable only to Base Rate Loans2
    
    Applicable only to LIBO Rate Loans




---



##### 



EXHIBIT 2.4
to Credit Agreement 364-DAY FACILITY NOTE $_________.00
    
    Effective Date: May 19, 2005
 FOR VALUE RECEIVED, CHS INC., a Minnesota cooperative corporation (Maker), promises to pay
to the order of _________ (Payee) at the office of the Administrative Agent (as defined in
the Credit Agreement), %CoBank, ACB at 5500 South Quebec Street, Greenwood Village, Colorado 80111,
or such other place as the Administrative Agent shall direct in writing, the principal sum of
_________ Dollars ($_________ .00) or, if less, the amount outstanding under this Note for (a)
364-Day Advances, and (b) 364-Day Bid Advances[, and (c) Overnight Advances] made pursuant to the
2005 Amended and Restated Credit Agreement (Revolving Loans) dated as of May 19, 2005, by and
between CoBank (for its own benefit as a Syndication Party, and as the Administrative Agent for the
benefit of the present and future Syndication Parties as named or defined therein, and as the Bid
Agent) and Maker (as it may be amended from time to time in the future, the Credit Agreement) and
any Bank Debt related thereto. This Note is issued and delivered to Payee pursuant to the Credit
Agreement. All capitalized terms used in this Note and not otherwise defined herein shall have the
same meanings as set forth in the Credit Agreement. The unpaid balance of this Note from time to time outstanding shall bear interest as set forth
in the Credit Agreement. Interest shall be payable as provided in the Credit Agreement. Principal
shall be payable on the 364-Day Maturity Date and as otherwise provided in the Credit Agreement.
This Note has been issued by Maker to Payee pursuant to the Credit Agreement and reference is made
thereto for specific terms and conditions under which this Note is made and to which this Note is
subject. This Note is subject to voluntary and mandatory prepayments as set forth in the Credit
Agreement. Amounts repaid may be reborrowed during the 364-Day Availability Period. Upon the
occurrence of an Event of Default, Maker agrees that the Administrative Agent and the Payee shall
have all rights and remedies set forth in the Credit Agreement, including without limitation the
rights of acceleration set forth in the Credit Agreement. In addition, the Administrative Agent
and the Payee shall have the right to recover all costs of collection and enforcement of this Note
as provided in the Credit Agreement. Maker and any endorser, guarantor, surety or assignor hereby waives presentment for payment,
demand, protest, notice of protest, and notice of dishonor and nonpayment of this Note, and all
defenses on the ground of delay, suretyship, impairment of collateral, or of extension of time at
or after maturity for the payment of this Note. This Note shall be governed in all respects by the law of the State of Colorado. Maker:CHS INC.
a Minnesota corporationBy:Name:Title:




---



##### 



EXHIBIT 3.3
to Credit Agreement 5-YEAR BORROWING NOTICE NO. _______ ________________, 20__ To:
    
    The Administrative AgentFrom:
    
    CHS Inc. (Borrower)Re:
    
    2005 Amended and Restated Credit Agreement (Revolving Loans) (as
amended from time to time, the Credit Agreement) dated as of May
19, 2005, among Borrower, CoBank, ACB (CoBank and, in its capacity
as such, the Administrative Agent and the Bid Agent), and the
other Syndication Parties signatory thereto.
 Pursuant to Section 3.3 of the Credit Agreement, Borrower hereby gives notice of its desire to
receive a 5-Year Advance in accordance with the terms set forth below (all capitalized terms used
herein and not defined herein shall have the meaning given them in the Credit Agreement):  (a)
    The 5-Year Advance requested pursuant to this 5-Year Borrowing Notice shall be made on
_________ , 20 ___ [the date inserted must be a Banking Day and [the same Banking Day as]3 [not
less than three (3) Banking Days from]4 the date hereof].(b)
    The aggregate principal amount of the 5-Year Advance requested hereunder shall be
_____________________ Dollars ($______).(c)
    The 5-Year Advance requested hereunder shall initially bear interest at the [select one]:o Base Rate and be treated as a Base Rate Loan;o LIBO Rate and be treated as a LIBO Rate Loan. If the LIBO Rate is selected, the initial LIBO Rate Period shall be a ______ month period [select
one, two, three, or six month period]. CHS INC.By:Name:Title:
   1
    
    Applicable only to Base Rate Loans2
    
    Applicable only to LIBO Rate Loans




---



##### 



EXHIBIT 3.4
to Credit Agreement 5-YEAR FACILITY NOTE $_________ .00
    
    Effective Date: May 19, 2005
 FOR VALUE RECEIVED, CHS INC., a Minnesota cooperative corporation (Maker), promises to pay
to the order of _________ (Payee) at the office of the Administrative Agent (as defined in
the Credit Agreement), %CoBank, ACB at 5500 South Quebec Street, Greenwood Village, Colorado 80111,
or such other place as the Administrative Agent shall direct in writing, the principal sum of
_________ Dollars ($______ .00) or, if less, the amount outstanding under this Note for (a)
5-Year Advances, and (b) 5-Year Bid Advances made pursuant to the 2005 Amended and Restated Credit
Agreement (Revolving Loans) dated as of May 19, 2005, by and between CoBank (for its own benefit as
a Syndication Party, and as the Administrative Agent for the benefit of the present and future
Syndication Parties as named or defined therein, and as the Bid Agent) and Maker (as it may be
amended from time to time in the future, the Credit Agreement) and any Bank Debt related thereto.
This Note is issued and delivered to Payee pursuant to the Credit Agreement. All capitalized
terms used in this Note and not otherwise defined herein shall have the same meanings as set forth
in the Credit Agreement. The unpaid balance of this Note from time to time outstanding shall bear interest as set forth
in the Credit Agreement. Interest shall be payable as provided in the Credit Agreement. Principal
shall be payable on the 5-Year Maturity Date and as otherwise provided in the Credit Agreement.
This Note has been issued by Maker to Payee pursuant to the Credit Agreement and reference is made
thereto for specific terms and conditions under which this Note is made and to which this Note is
subject. This Note is subject to voluntary and mandatory prepayments as set forth in the Credit
Agreement. Amounts repaid may be reborrowed during the 5-Year Availability Period. Upon the
occurrence of an Event of Default, Maker agrees that the Administrative Agent and the Payee shall
have all rights and remedies set forth in the Credit Agreement, including without limitation the
rights of acceleration set forth in the Credit Agreement. In addition, the Administrative Agent
and the Payee shall have the right to recover all costs of collection and enforcement of this Note
as provided in the Credit Agreement. Maker and any endorser, guarantor, surety or assignor hereby waives presentment for payment,
demand, protest, notice of protest, and notice of dishonor and nonpayment of this Note, and all
defenses on the ground of delay, suretyship, impairment of collateral, or of extension of time at
or after maturity for the payment of this Note. This Note shall be governed in all respects by the law of the State of Colorado. Maker:CHS INC.
a Minnesota corporationBy:Name:Title:




---



##### 



EXHIBIT 4.3
to Credit Agreement BID REQUEST
(364-Day Facility) ________________, 200__ VIA FACSIMILE (303) 740-4100 To:
    
    
    
    The Bid Agent and all Syndication Parties holding an Individual
364-Day Commitment under the Credit AgreementFrom:
    
    
    
    CHS Inc. (Borrower)Re:
    
    2005 Amended and Restated Credit Agreement (Revolving Loans) (as amended from
time to time, the Credit Agreement) dated as of May 19, 2005, among Borrower, CoBank,
ACB (CoBank and, in its capacity as such, the Administrative Agent and the Bid
Agent), and the other Syndication Parties signatory thereto.
 We hereby give notice pursuant to Section 4.3 of the Credit Agreement that we request Bids for
the following proposed 364-Day Bid Advances (all capitalized terms used herein and not defined
herein shall have the meaning given them in the Credit Agreement) [maximum of five
amounts/maturities]: Date of Borrowing: _______________ Aggregate Principal Amount of Borrowing: ________________ Principal Amount*
    
    Bid Maturity Date+$$$$$
   
    
    *Borrower reserves the right to reduce or apportion this amount during the Bid selection process.
    
    +May not extend more than 30 days beyond the 364-Day Maturity Date CHS INC.By:Name:Title:




---



##### 



EXHIBIT 4.3
to Credit Agreement BID REQUEST
(5-Year Facility) ________________, 200__ VIA FACSIMILE (303) 740-4100 To:
    
    
    
    The Bid Agent and all Syndication Parties holding an Individual
5-Year Commitment under the Credit AgreementFrom:
    
    
    
    CHS Inc. (Borrower)Re:
    
    2005 Amended and Restated Credit Agreement (Revolving Loans) (as amended from
time to time, the Credit Agreement) dated as of May 19, 2005, among Borrower, CoBank,
ACB (CoBank and, in its capacity as such, the Administrative Agent and the Bid
Agent), and the other Syndication Parties signatory thereto.
 We hereby give notice pursuant to Section 4.3 of the Credit Agreement that we request Bids for
the following proposed 5-Year Bid Advances (all capitalized terms used herein and not defined
herein shall have the meaning given them in the Credit Agreement) [maximum of five
amounts/maturities]: Date of Borrowing: _______________ Aggregate Principal Amount of Borrowing: ________________ Principal Amount*
    
    Bid Maturity Date+$$$$$
   
    
    *Borrower reserves the right to reduce or apportion this amount during the Bid selection process.
    
    +May not extend more than 30 days beyond the 5-Year Maturity Date CHS INC.By:Name:Title:




---



##### 



EXHIBIT 4.4
to Credit Agreement BID FORM
(364-Day Facility) ________________, 200__ VIA FACSIMILE (303) 740-4100 To:
    
    
    
    CHS Inc. (Borrower) and the Bid AgentFrom:
    
    
    
    [NAME OF SYNDICATION PARTY]Re:
    
    2005 Amended and Restated Credit Agreement (Revolving Loans) (as amended from
time to time, the Credit Agreement) dated as of May 19, 2005, among Borrower, CoBank,
ACB (CoBank and, in its capacity as such, the Administrative Agent and the Bid
Agent), and the other Syndication Parties signatory thereto.
 In response to the Bid Request of the Borrower dated ___, 200_, we hereby offer to make
364-Day Bid Advance(s) in the following principal amount(s), with the following Bid Maturity
Date(s) and at the following interest rate(s) (all capitalized terms used herein and not defined
herein shall have the meaning given them in the Credit Agreement): Principal Amount
    
    Bid Maturity Date
    
    Bid* Rate$$$$$
   *
    
    Specify rate of interest per annum (to the nearest 1/10,000 of 1%). The offer set forth in this Bid expires at 12:00 noon (Central time) on the date hereof to the
extent not accepted by Borrower on or before such time. Each offer set forth above is irrevocable,
but is subject to the satisfaction of the applicable conditions set forth in Articles 4 and 11 of
the Credit Agreement. 1.
    Person to contact:
    ___________________.Telephone Number:
    (___) _______________
 [Name of Bank]Dated: __________, 200_
    
    By:Name:Title:




---



##### 



EXHIBIT 4.4
to Credit Agreement BID FORM
(5-Year Facility) _________, 200___ VIA FACSIMILE (303) 740-4100 To:
    
    
    
    CHS Inc. (Borrower) and the Bid AgentFrom:
    
    
    
    [NAME OF SYNDICATION PARTY]Re:
    
    2005 Amended and Restated Credit Agreement (Revolving Loans) (as amended from
time to time, the Credit Agreement) dated as of May 19, 2005, among Borrower, CoBank,
ACB (CoBank and, in its capacity as such, the Administrative Agent and the Bid
Agent), and the other Syndication Parties signatory thereto.
 In response to the Bid Request of the Borrower dated ___, 200_, we hereby offer to make
5-Year Bid Advance(s) in the following principal amount(s), with the following Bid Maturity Date(s)
and at the following interest rate(s) (all capitalized terms used herein and not defined herein
shall have the meaning given them in the Credit Agreement): Principal Amount
    
    Bid Maturity Date
    
    Bid* Rate$$$$$
   *
    
    Specify rate of interest per annum (to the nearest 1/10,000 of 1%). The offer set forth in this Bid expires at 12:00 noon (Central time) on the date hereof to the
extent not accepted by Borrower on or before such time. Each offer set forth above is irrevocable,
but is subject to the satisfaction of the applicable conditions set forth in Articles 4 and 11 of
the Credit Agreement. 1.
    Person to contact:
    ___________________.Telephone Number:
    (___) _______________
 [Name of Bank]Dated: _________, 200_
    
    By:Name:Title:




---



##### 



EXHIBIT 4.5to Credit Agreement BID SELECTION NOTICE
(364-Day Facility) , 200__ To:
    
    [NAME OF SYNDICATION PARTY] (Syndication Party) and the Bid AgentFrom:
    
    CHS Inc. (Borrower)Re:
    
    2005 Amended and Restated Credit Agreement (Revolving Loans) (as amended from
time to time, the Credit Agreement) dated as of May 19, 2005, among Borrower, CoBank,
ACB (CoBank and, in its capacity as such, the Administrative Agent and the Bid
Agent), and the other Syndication Parties signatory thereto.
 The Borrower hereby accepts the Syndication Partys offer, set forth in its Bid dated ___,
200_, for 364-Day Bid Advances in the following principal amount(s), and for the following Bid
Maturity Date(s), and at the following interest rate(s) (all capitalized terms used herein and not
defined herein shall have the meaning given them in the Credit Agreement): Principal Amount
    

Bid Maturity Date
    

Bid Rate$$$$$
 CHS Inc.By:Name:Title:
 Dated: , 200__.




---



##### 



EXHIBIT 4.5to Credit Agreement BID SELECTION NOTICE
(5-Year Facility) , 200__ To:
    
    [NAME OF SYNDICATION PARTY] (Syndication Party) and the Bid AgentFrom:
    
    CHS Inc. (Borrower)Re:
    
    2005 Amended and Restated Credit Agreement (Revolving Loans) (as amended from
time to time, the Credit Agreement) dated as of May 19, 2005, among Borrower, CoBank,
ACB (CoBank and, in its capacity as such, the Administrative Agent and the Bid
Agent), and the other Syndication Parties signatory thereto.
 The Borrower hereby accepts the Syndication Partys offer, set forth in its Bid dated ___,
200_, for 5-Year Bid Advances in the following principal amount(s), and for the following Bid
Maturity Date(s), and at the following interest rate(s) (all capitalized terms used herein and not
defined herein shall have the meaning given them in the Credit Agreement): Principal Amount
    

Bid Maturity Date
    

Bid Rate$$$$$
 CHS Inc.By:Name:Title:
 Dated: , 200_.




---



##### 



EXHIBIT 6.7to Credit Agreement SPECIAL INTEREST RATES Existing Loans Past Maturity Facility
    
    Principal
    
    
    Interest Rate
    
    
    Maturity Date
    
    
    Product Type3-Year Revolver*
    
    $
    3,000,000.00
    
    
    
    3.510000
    %
    
    
    5/20/2005
    
    
    Fix Bid3-Year Revolver*
    
    $
    2,000,000.00
    
    
    
    3.517500
    %
    
    
    5/20/2005
    
    
    Fix Bid3-Year Revolver*
    
    $
    8,500,000.00
    
    
    
    3.630000
    %
    
    
    5/20/2005
    
    
    Fix Bid3-Year Revolver*
    
    $
    4,500,000.00
    
    
    
    3.640000
    %
    
    
    5/20/2005
    
    
    Fix Bid3-Year Revolver*
    
    $
    7,000,000.00
    
    
    
    3.640000
    %
    
    
    5/20/2005
    
    
    Fix Bid3-Year Revolver*
    
    $
    1,439,359.00
    
    
    
    3.740000
    %
    
    
    5/24/2005
    
    
    Fix Bid3-Year Revolver*
    
    $
    10,000,000.00
    
    
    
    3.790000
    %
    
    
    5/24/2005
    
    
    Fix Bid3-Year Revolver*
    
    $
    9,992,709.00
    
    
    
    3.825000
    %
    
    
    5/24/2005
    
    
    Fix Bid3-Year Revolver*
    
    $
    2,500,000.00
    
    
    
    3.900000
    %
    
    
    5/24/2005
    
    
    Fix Bid364 Day Revolver
    
    $
    16,000,000.00
    
    
    
    3.460000
    %
    
    
    5/20/2005
    
    
    Fix Bid364 Day Revolver
    
    $
    15,000,000.00
    
    
    
    3.560000
    %
    
    
    5/20/2005
    
    
    Fix Bid364 Day Revolver
    
    $
    24,999,999.00
    
    
    
    3.580000
    %
    
    
    5/20/2005
    
    
    Fix Bid364 Day Revolver
    
    $
    19,000,001.00
    
    
    
    3.631300
    %
    
    
    5/20/2005
    
    
    Fix Bid364 Day Revolver
    
    $
    4,166,667.00
    
    
    
    3.640000
    %
    
    
    5/23/2005
    
    
    Fix Bid364 Day Revolver
    
    $
    50,000,000.00
    
    
    
    3.790000
    %
    
    
    5/23/2005
    
    
    Fix Bid364 Day Revolver
    
    $
    12,500,000.00
    
    
    
    3.925000
    %
    
    
    5/23/2005
    
    
    Fix Bid364 Day Revolver
    
    $
    30,000,000.00
    
    
    
    3.470000
    %
    
    
    5/24/2005
    
    
    Fix Bid
   *
    
    Each of these are Bid Rate Loans made under the 3-Year Facility under the 2003 Credit
Agreement and will be treated as Bid Rate Loans made under the 5-Year Facility of this Credit
Agreement until the Bid Maturity Date therefore.




---



##### 



Exhibit 10.3
to Credit Agreement Litigation The Company is a party or could become a party to various lawsuits and administrative proceedings
incidental to its business, such as workers compensation cases, OSHA cases, pollution control
cases, employment discrimination cases, arbitration cases and others. It is impossible at this
time to estimate what the ultimate legal and financial liability of the Association will be;
however, management believes, based on the information available to date and the resolution of
prior proceedings, that the ultimate liability of all litigation and proceedings will not have a
material impact on the financial condition of the Association.




---



##### 



Exhibit 10.8
to Credit Agreement Payment of Taxes None.




---



##### 



Exhibit 10.10
to Credit Agreement Employee Benefit Plans Plan Name and Number Plan 001  CHS Pension Plan
Plan 002  CHS Pension Plan for Production Employees
Plan 003  CHS Savings Sharing Plan for Certain Montana Employees
Plan 014  CHS Savings Plan
Plan 028  CHS Savings Plan for Union Production Employees
Plan 501  CHS Group Life Insurance Plan
Plan 502  CHS Group Health Plan
Plan 515  CHS Flexible Benefit Compensation Plan
Plan 517  CHS Temporary Disability Benefits Plan
Plan 519  CHS Educational Assistance Plan
Plan 520  CHS Employee Assistance Plan
Plan 522  CHS Health Maintenance Organization Plan
Plan 523  CHS Long Term Disability Plan
Plan 533  CHS Transitions Severance Plan
Plan 534  CHS Pathways Severance Plan (Closed 2003)
Plan 535  CHS FMS Severance Plan CHS Acquisitions  Plan Name and Number Plan 001  Cenex-Swiss Valley 401(k) Plan
Plan 001  Union Warehouse & Supply Company Employee Pension Plan
Plan 001  Farmers Union Oil Company of Dickinson 401(k) Plan and Trust
Plan 001  Farmers Union Oil Company of Drayton 401(k) Plan and Trust




---



##### 



Exhibit 10.11
to Credit Agreement EQUITY INVESTMENTS CHS Inc.
Investments > $5,000,000 Balance
    
    
    Eliminations
    
    
    Consolidated03/31/05
    
    
    
    
    
    
    3/31/05Ag Processing
    
    
    24,993,463
    
    
    
    
    
    
    
    24,993,463CF Industries
    
    
    117,995,500
    
    
    
    
    
    
    
    117,995,500CoBank
    
    
    15,424,470
    
    
    
    
    
    
    
    15,424,470Land O Lakes, Inc.
    
    
    31,054,505
    
    
    
    
    
    
    
    31,054,505Universal Cooperatives, Inc.
    
    
    6,912,229
    
    
    
    
    
    
    
    6,912,229INVESTMENTS IN COOPERATIVES & OTHER
    
    
    196,380,167
    
    
    
    
    
    
    
    196,380,167CONSOLIDATED INVESTMENTSCountry Operations Shell Subsidiaries
    
    
    26,756,987
    
    
    
    (26,756,987
    )
    
    
    Cenex Pipeline Company
    
    
    35,166,772
    
    
    
    (35,166,772
    )
    
    
    Front Range Pipeline Co
    
    
    45,253,563
    
    
    
    (45,253,563
    )
    
    
    National Co-op Refinery Association (NCRA)
    
    
    401,856,352
    
    
    
    (401,856,352
    )
    
    
    TOTAL CONSOLIDATED INVESTMENTS
    
    
    509,033,674
    
    
    
    (509,033,674
    )
    
    
    CORP, AGRONOMY, ENERGY, GRAIN MARKETING JVSTacoma Export Marketing Co, (Temco)
    
    
    10,533,634
    
    
    
    
    
    
    
    10,533,634United Country Brands 50% (Agriliance LLC 25%)
    
    
    101,352,726
    
    
    
    
    
    
    
    101,352,726United Country Brands Goodwill
    
    
    26,740,000
    
    
    
    
    
    
    
    26,740,000CHS Holding - Canada
    
    
    10,884,930
    
    
    
    
    
    
    
    10,884,930TOTAL CORP, AGRONOMY, ENERGY, GRN MKTG
    
    
    149,511,290
    
    
    
    
    
    
    
    149,511,290COUNTRY OPERATIONS JOINT VENTURESTOTAL COUNTRY OPERATIONS JVs
    
    
    
    
    
    
    
    
    
    
    WHEAT MILLING JOINT VENTURESHorizon Milling, LLC
    
    
    12,553,029
    
    
    
    
    
    
    
    12,553,029Horizon Milling Contracts
    
    
    8,376,106
    
    
    
    
    
    
    
    8,376,106TOTAL WHEAT JVS
    
    
    20,929,135
    
    
    
    
    
    
    
    20,929,135FOODS JOINT VENTURESVentura Foods, LLC
    
    
    106,532,000
    
    
    
    
    
    
    
    106,532,000Ventura Foods-Original Goodwill
    
    
    5,758,060
    
    
    
    
    
    
    
    5,758,060Ventura Foods-Additional 10% Goodwill
    
    
    12,431,024
    
    
    
    
    
    
    
    12,431,024TOTAL FOODS JOINT VENTURES
    
    
    124,721,084
    
    
    
    
    
    
    
    124,721,084TOTAL INVESTMENTS
    
    
    1,000,575,351
    
    
    
    (509,033,674
    )
    
    
    491,541,677NCRA Loan
    
    
    125,000,000
    
    
    
    
    
    
    
    125,000,000TOTAL
    
    
    1,125,575,351
    
    
    
    (509,033,674
    )
    
    
    616,541,677




---



##### 



Exhibit 10.14
to Credit Agreement Environmental Compliance The Company is a party or could become a party to various environmental claims, investigations and
remediations; however, management believes, based on the information available to date and the
resolution of prior proceedings, that the ultimate liability of all environmental claims and
proceedings will not have a material impact on the financial condition of the Association.




---



##### 



Exhibit 10.23
to Credit Agreement Labor Matters and Labor Agreements None.




---



##### 



Exhibit 13.1
to Credit Agreement EXISTING INDEBTEDNESS CHS Inc. & Subsidiaries
Outstanding Debt & Committed Lines of Credit
March 31, 2005 Short-Term NotesCHS 364 Seasonal Line
    
    $
    750,000,000.00
    
    
    (represents commitment - actual drawn was $392,999,999)3yr Revolver
    
    
    150,000,000.00
    
    
    (represents commitment - actual drawn was -0- )NCRAs 2yr Revolver
    
    
    15,000,000.00
    
    
    (represents commitment - actual drawn was -0- )Misc Notes
    
    
    1,116,365.00916,116,365.00Indust Rev BondsMontana Econ
    
    
    3,925,000.00Private PlacementPrivate Placement
    
    
    225,000,000.00Private Placement
    
    
    175,000,000.00Prudential Shelf Note
    
    
    47,142,857.00Prudential Shelf Note
    
    
    21,428,571.00Prudential Shelf Note
    
    
    15,000,000.00Prudential Shelf Note
    
    
    15,000,000.00Private Placement
    
    
    125,000,000.00623,571,428.00CobankBuilding Loan
    
    
    9,535,008.00Term Debt
    
    
    118,900,000.00NCRAs Term Debt
    
    
    9,750,000.00138,185,008.00Other Notes PayableCorp BooksRobert L. Nygaard
    
    
    58,000.00Lemmon-Thunder Hawk (DISC)
    
    
    405,090.00Mahnomen MN
    
    
    587,421.00Greenbush MN
    
    
    203,696.00Country OperationsAg Svc Center-Elrosa
    
    
    113,982.00Prairie Lakes  GMAC
    
    
    0.00Prairie Lakes  State of MN
    
    
    129,389.00Milk River  Big Sandy
    
    
    192,850.00




---



##### 



CHS-French-Fergus Falls
    
    
    67,973.00OilseedRural Electric
    
    
    278,771.00MN Rail
    
    
    121,488.00Grain MarketingMet Life
    
    
    9,674,742.00Hall Prommisory Note
    
    
    114,393.00MillingMDT Rail Rehabilitation
    
    
    66,366.00Rural Econ Development Loan
    
    
    191,237.00FoodsMn Ag & Econ Development
    
    
    0.00MN Loan-Coulson Svc Corp
    
    
    0.00Sellers Note-Rodriquez
    
    
    250,000.0012,455,398.00Consolidated Total
    
    
    1,694,253,199




---



##### 



Exhibit 13.8(f)
to Credit Agreement EXISTING INVESTMENTS
(excluding Restricted Subsidiaries) Balance
    
    

    Eliminations
    
    
    Consolidated03/31/05
    
    
    
    
    
    
    3/31/05Ag Processing
    
    
    24,993,463
    
    
    
    
    
    
    
    24,993,463Archer Daniels Midland
    
    
    1,121,349
    
    
    
    
    
    
    
    1,121,349CF Industries
    
    
    117,995,500
    
    
    
    
    
    
    
    117,995,500Cenex Finance Association
    
    
    1,101,920
    
    
    
    
    
    
    
    1,101,920Co Grain Inc
    
    
    791,221
    
    
    
    
    
    
    
    791,221CoBank
    
    
    15,424,470
    
    
    
    
    
    
    
    15,424,470Intrade, NV
    
    
    757,714
    
    
    
    
    
    
    
    757,714International Malting - Lesaffre
    
    
    700,000
    
    
    
    
    
    
    
    700,000Land O Lakes, Inc.
    
    
    31,054,505
    
    
    
    
    
    
    
    31,054,505Lewis-Clark Terminal, Inc
    
    
    2,006,734
    
    
    
    
    
    
    
    2,006,734Universal Cooperatives, Inc.
    
    
    6,912,229
    
    
    
    
    
    
    
    6,912,229Various: Transport Cooperatives
    
    
    166,637
    
    
    
    
    
    
    
    166,637Electric & Telephone Coops
    
    
    1,515,357
    
    
    
    
    
    
    
    1,515,357Other Cooperatives, Etc.
    
    
    1,892,777
    
    
    
    (7,800
    )
    
    
    1,884,977Local Patron Coops
    
    
    2,293,307
    
    
    
    
    
    
    
    2,293,307Other
    
    
    1,416,329
    
    
    
    
    
    
    
    1,416,329INVESTMENTS IN COOPERATIVES & OTHER
    
    
    210,143,513
    
    
    
    (7,800
    )
    
    
    210,135,713CONSOLIDATED INVESTMENTSCountry Operations Shell Subsidiaries
    
    
    26,756,987
    
    
    
    (26,756,987
    )
    
    
    Cenex Ag, Inc.
    
    
    667,359
    
    
    
    (667,359
    )
    
    
    Cenex Petroleum, Inc.
    
    
    (1,642,068
    )
    
    
    1,642,068
    
    
    
    Circle Land Management, Inc.
    
    
    1,410,882
    
    
    
    (1,410,882
    )
    
    
    Cenex Pipeline Company
    
    
    35,166,772
    
    
    
    (35,166,772
    )
    
    
    Fin-Ag, Inc
    
    
    150,000
    
    
    
    (150,000
    )
    
    
    Front Range Pipeline Co
    
    
    45,253,563
    
    
    
    (45,253,563
    )
    
    
    HSC Brazil
    
    
    323,569
    
    
    
    (323,569
    )
    
    
    HSC Europe
    
    
    16,200
    
    
    
    (16,200
    )
    
    
    National Co-op Refinery Association (NCRA)
    
    
    401,856,352
    
    
    
    (401,856,352
    )
    
    
    Country Hedging, Inc
    
    
    875,000
    
    
    
    (875,000
    )
    
    
    Sparta Foods
    
    
    2,500,000
    
    
    
    (2,500,000
    )
    
    
    HSC/PGG Feed
    
    
    1,021,068
    
    
    
    (1,021,068
    )
    
    
    TOTAL CONSOLIDATED INVESTMENTS
    
    
    514,355,685
    
    
    
    (514,355,685
    )
    
    
    CORP, AGRONOMY, ENERGY, GRAIN MARKETING JVSCenex Canada
    
    
    5,834
    
    
    
    
    
    
    
    5,834Green Bay Terminal Corp.
    
    
    324,829
    
    
    
    
    
    
    
    324,829Tacoma Export Marketing Co, (Temco)
    
    
    10,533,634
    
    
    
    
    
    
    
    10,533,634United Harvest, LLC
    
    
    2,953,034
    
    
    
    
    
    
    
    2,953,034United
Country Brands 50% (Agriliance LLC 25%)
    
    
    101,352,726
    
    
    
    
    
    
    
    101,352,726United Country Brands Goodwill
    
    
    26,740,000
    
    
    
    
    
    
    
    26,740,000CHS
Holding - Canada
    
    
    10,884,930
    
    
    
    
    
    
    
    10,884,930Whitman Terminal Assn, LLC
    
    
    842,859
    
    
    
    
    
    
    
    842,859NCRA - Investments in LLCs
    
    
    4,976,585
    
    
    
    (711,425
    )
    
    
    4,265,160TOTAL CORP, AGRONOMY, ENERGY, GRN MKTG
    
    
    158,614,430
    
    
    
    (711,425
    )
    
    
    157,903,005




---



##### 



Balance
    
    
    Eliminations
    
    
    Consolidated03/31/05
    
    
    
    
    
    
    3/31/05COUNTRY OPERATIONS JOINT VENTURESAllied Agronomy, LLC
    
    
    350,953
    
    
    
    
    
    
    
    350,953Allied Agronomy Goodwill
    
    
    (54,527
    )
    
    
    
    
    
    
    (54,527
    )Battle Creek/CHS, LLC
    
    
    384,827
    
    
    
    
    
    
    
    384,827Central Montana Propane, LLC
    
    
    383,700
    
    
    
    
    

    
    
    383,700CHS/ADM, LLC
    
    
    657,469
    
    
    
    
    
    
    
    657,469Classic Farms, LLC
    
    
    562,748
    
    
    
    
    
    
    
    562,748Dakota Agronomy Partners
    
    
    1,846,965
    
    
    
    
    
    
    
    1,846,965Energy Partners, LLC
    
    
    2,657,672
    
    
    
    
    
    
    
    2,657,672Genetic Marketing Group, LLC
    
    
    3,823
    
    
    
    
    
    
    
    3,823Kropf/CHS, LLC
    
    
    598,330
    
    
    
    
    
    
    
    598,330Montevideo Grain, LLC
    
    
    566,504
    
    
    
    
    
    
    
    566,504Mountain View of Montana, LLC
    
    
    1,564,259
    
    
    
    
    
    
    
    1,564,259Norick Risk Funding Concepts, LLC
    
    
    1,828,880
    
    
    
    
    
    
    
    1,828,880Prairie Lakes Grain Storage, LLC
    
    
    68,494
    
    
    
    
    
    
    
    68,494Red Rock Cooperative
    
    
    6,955
    
    
    
    
    
    
    
    6,955Tillamook/GTA Feeds, LLC
    
    
    782,173
    
    
    
    
    
    
    
    782,173United Energy
    
    
    364,043
    
    
    
    
    
    
    
    364,043TOTAL COUNTRY OPERATIONS JVs
    
    
    12,573,268
    
    
    
    
    
    
    
    12,573,268WHEAT MILLING JOINT VENTURESHorizon Milling, LLC
    
    
    12,553,029
    
    
    
    
    
    
    
    12,553,029Horizon Milling Contracts
    
    
    8,376,106
    
    
    
    
    
    
    
    8,376,106TOTAL WHEAT JVS
    
    
    20,929,135
    
    
    
    
    
    
    
    20,929,135FOODS JOINT VENTURESUnited Processors, LLC (Rocky Mountain Milling)
    
    
    903,302
    
    
    
    
    
    
    
    903,302Ventura Foods, LLC
    
    
    106,532,000
    
    
    
    
    
    
    
    106,532,000Ventura Foods-Original Goodwill
    
    
    5,758,060
    
    
    
    
    
    
    
    5,758,060Ventura Foods-Additional 10% Goodwill
    
    
    12,431,024
    
    
    
    
    
    
    
    12,431,024TOTAL FOODS JOINT VENTURES
    
    
    125,624,386
    
    
    
    
    
    
    
    125,624,386TOTAL INVESTMENTS
    
    
    1,042,240,418
    
    
    
    (515,074,910
    )
    
    
    527,165,508NCRA Loan
    
    
    125,000,000
    
    
    
    
    
    
    
    125,000,000TOTAL
    
    
    1,167,240,418
    
    
    
    (515,074,910
    )
    
    
    652,165,508




---



##### 



Exhibit 13.8(i)
to Credit Agreement Investments in NCRA CHS Cooperatives
Contributions  NCRA Investment Stock Purchase (5/16/46)
    
    
    100
    (1)Stock Purchase (3/6/58)
    
    
    499,900
    (1)Stock Purchase (8/4/77)
    
    
    100
    (1)Stock Purchase (5/7/74)
    
    
    100
    (1)Stock Purchase from LOL (July 89)
    
    
    28,729,008
    (1)Stock Purchase from Farmland (July 92)
    
    
    64,801,400
    (2)
 
 (1)
    
    To date, NCRA has redeemed 100% in cash(2)
    
    To date, NCRA has redeemed approximately 92% in cash




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##### 



Exhibit 13.8(j)
to Credit Agreement Investments in Ventura Foods, LLC CHS Cooperatives
Contributions  Ventura Foods Investment Initial Asset Transfers for 50% interest (8/30/96)
    
    
    38,490,680Cash Contribution (1/8/99)
    
    
    8,000,000Cash Purchase of additional 10% interest (3/31/00)
    
    
    25,620,000




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##### 



Exhibit 16.28to Credit Agreement SYNDICATION ACQUISITION AGREEMENT This Syndication Acquisition Agreement entered into this ___day of ___, 200___(Effective
Date) pursuant to the Credit Agreement (as defined below) by and between CoBank, ACB, in its
capacity as the Administrative Agent under the Credit Agreement (in such role, Administrative
Agent), , a Syndication Party under the Credit Agreement (Transferor), and
 (Purchaser). Recitals A. Pursuant to the 2005 Amended and Restated Credit Agreement (Revolving Loans) by and between
Administrative Agent, the Syndication Parties named therein, and CHS Inc. (Borrower), dated as of
May 19, 2005 (as amended and as it may be amended in the future, the Credit Agreement), the
Syndication Parties have agreed to provide, limited to their respective Individual Commitments and
Pro Rata Shares, financing to Borrower through the 364-Day Facility and through the 5-Year
Facility, to be used for the purposes set forth in the Credit Agreement. B. Transferor wishes to sell and assign a portion of its Individual 364-Day Pro Rata Share of
the amounts outstanding under the 364-Day Facility and its obligations under a portion of its
Individual 364-Day Commitment (364-Day Loan Interest), and/or of its Individual 5-Year Pro Rata
Share of the amounts outstanding under the 5-Year Facility and/or its obligations under a portion
of its Individual 5-Year Commitment (5-Year Loan Interest), as indicated on Exhibit A
hereto, and Purchaser wishes to purchase and assume such 364-Day Loan Interest and/or 5-Year Loan
Interest [IF TRANSFEROR IS ALSO THE ADMINISTRATIVE AGENT, INSERT THE FOLLOWING (as Syndication
Party, and not as Administrative Agent)] under the Credit Agreement. Agreement For good and valuable consideration, the receipt and sufficiency of which the parties hereto
hereby acknowledge, and each to induce the others to enter into this Syndication Acquisition
Agreement (Agreement), the parties hereto hereby agree as follows: DEFINITIONS Capitalized terms used herein without definition shall have the meaning given them in the
Credit Agreement, if defined therein. Loan as used herein shall, where the context requires, mean, as applicable, the 364-Day
Facility and/or the 5-Year Facility with respect to which Purchaser has acquired its 364-Day Loan
Interest and/or its 5-Year Loan Interest hereunder.




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1. Purchase and Sale of Syndication Interest. 1.1. Purchaser hereby purchases from Transferor and Transferor hereby sells to Purchaser,
pursuant to the terms and conditions contained herein and in Article 16 of the Credit Agreement, a
Syndication Interest equal to: (a) the Individual 364-Day Commitment (Purchasers 364-Day Loan
Commitment Amount) and a portion of the amount outstanding under the 364-Day Facility as of the
Effective Date determined by application of the 364-Day Loan Percentage, in each case as set forth
in Exhibit A hereto to (Purchasers Outstanding 364-Day Loan Obligations Amount) and/or
(b) the Individual 5-Year Commitment (Purchasers 5-Year Loan Commitment Amount) and a portion of
the amount outstanding under the 5-Year Facility as of the Effective Date determined by application
of the 5-Year Loan Percentage, in each case as set forth in Exhibit A hereto (Purchasers
Outstanding 5-Year Loan Obligations Amount), and a proportionate undivided interest in the Loan
Documents (other than the Notes payable to the other Syndication Parties), and all applicable
amounts owing and all applicable payments made by Borrower thereunder (excluding Borrowers
obligation to purchase Bank Equity Interests, and patronage dividends and patronage shares paid or
payable on account of such Bank Equity Interests). Purchasers Outstanding 364-Day Loan
Obligations Amount and Outstanding 5-Year Loan Obligations Amount shall be allocated
proportionately in all of the 364-Day Advances and/or 5-Year Advances, as applicable, outstanding
on the Effective Date. 1.2. Purchasers obligation as set forth in Section 1.1 above to purchase the Purchasers
364-Day Loan Commitment Amount and/or the Purchasers 5-Year Loan Commitment Amount (individually
or collectively Purchasers Commitment Amount) shall, subject to the terms and conditions hereof
and of Article 16 of the Credit Agreement, be continuing, unconditional, and irrevocable.
Purchasers acquisition of Purchasers Commitment Amount shall be without recourse to Transferor
and shall not be construed as a loan from Purchaser to Transferor. The terms Purchasers
Outstanding 364-Day Loan Obligations Amount and Purchasers Outstanding 5-Year Loan Obligations
Amount may be hereinafter referred to individually or collectively as the Purchasers Outstanding
Obligations Amount and, collectively with Purchasers Commitment Amount as Purchasers
Syndication Interest. 1.3. Purchaser agrees to remit to Transferor on the Effective Date, the Purchasers
Outstanding Obligations Amount. Transferor and Purchaser agree to make settlement among
themselves, without involvement of the Administrative Agent, with respect to any interest accrued
and outstanding on the Purchasers Outstanding Obligations Amount as of the Effective Date. 1.4. Purchaser agrees to, as of the Effective Date, and at all times thereafter, comply with
all of the obligations of a Syndication Party holding an Individual Commitment as such obligations
are set forth in the Credit Agreement. 1.5. Transferor agrees to pay, or cause Purchaser to pay, to Administrative Agent on the
Effective Date: (a) a fee in the amount of $3,500.00 for processing Purchasers acquisition of the
Purchasers Commitment Amount, and (b) Administrative Agents out of pocket fees and expenses
incurred in connection with the transaction described herein, including its attorneys fees. 2




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2. Purchasers Representations, Warranties, and Agreements. 2.1. Purchaser represents and warrants that: (a) the making and performance of this Agreement
including its agreement to be bound by the Credit Agreement is within its power and has been duly
authorized by all necessary corporate and other action by it; (b) this Agreement is in compliance
with all applicable laws and regulations promulgated thereunder and entering into this Agreement
and performance of its obligations hereunder and under the Credit Agreement will not conflict with
nor constitute a breach of its charter or by-laws nor any agreements by which it is bound, and will
not violate any judgment, decree or governmental or administrative order, rule or regulation
applicable to it; (c) no approval, authorization or other action by, or declaration to or filing
with, any governmental or administrative authority or any other Person is required to be obtained
or made by it in connection with the execution, delivery and performance of its duties under this
Agreement and the Credit Agreement; (d) this Agreement has been duly executed by it, and, this
Agreement and the Credit Agreement, constitute its legal, valid, and binding obligation,
enforceable in accordance with their terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the
rights of creditors generally and general equitable principles (regardless of whether such
enforceability is considered in a proceeding at law or in equity); and (e) the act of entering into
and performing its obligations under this Agreement and the Credit Agreement have been approved by
its board of directors at an authorized meeting thereof (or by written consent in lieu of a
meeting) and such action was duly noted in the written minutes of such meeting, and that it will,
if requested by the Administrative Agent, furnish Administrative Agent with a certified copy of
such minutes or an excerpt therefrom reflecting such approval. 2.2. Purchaser further represents that it is entitled to receive any payments to be made to it
under the Credit Agreement without the withholding of any tax and will furnish to Administrative
Agent and to Borrower such forms, certifications, statements and other documents as Administrative
Agent or Borrower may request from time to time to evidence Purchasers exemption from the
withholding of any tax imposed by any jurisdiction or to enable Administrative Agent or Borrower,
as the case may be, to comply with any applicable laws or regulations relating thereto. Without
limiting the effect of the foregoing, if Purchaser is not created or organized under the laws of
the United States of America or any state thereof, Purchaser will furnish to Administrative Agent
and Borrower the IRS Forms described in Section 16.32 of the Credit Agreement, or such other forms,
certifications, statements or documents, duly executed and completed by Purchaser, as evidence of
Purchasers exemption from the withholding of United States tax with respect thereto.
Notwithstanding anything herein to the contrary, Borrower shall not be obligated to make any
payments to Purchaser until Purchaser shall have furnished to Administrative Agent and Borrower the
requested form, certification, statement or document. 2.3. Purchaser acknowledges receipt of true and correct copies of all Loan Documents from
Transferor and agrees and represents that: (a) it has relied upon its independent review (i) of
the Loan Documents, and (ii) any information independently acquired by it from Borrower or
otherwise in making its decision to acquire an interest in the Loan independently and without
reliance on Transferor or Administrative Agent; (b) it has obtained such information as it deems
necessary (including any information it independently obtained from Borrower or others) prior to
making its decision to acquire 3




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##### 



the Purchasers Syndication Interest; (c) it has made its own independent analysis and
appraisal of and investigation into Borrowers authority, business, operations, financial and other
condition, creditworthiness, and ability to perform its obligations under the Loan Documents and
has relied on such review in making its decision to acquire the Purchasers Syndication Interest,
and will continue to rely solely upon its independent review of the facts and circumstances related
to Borrower, and without reliance upon Transferor or Administrative Agent, in making future
decisions with respect to all matters under or in connection with the Loan Documents and its
participation in the Loan as a Syndication Party. 2.4. Purchaser acknowledges and agrees that: (a) neither Administrative Agent nor Transferor
has made any representation or warranty, except as expressly stated in the Credit Agreement and
this Agreement, nor do they assume any responsibility with respect to the due execution, validity,
sufficiency, enforceability or collectibility of the Loan, the Loan Documents or the Notes or with
respect to the accuracy and completeness of matters disclosed, represented or warranted in the Loan
Documents by Borrower (including financial matters); (b) neither Administrative Agent nor
Transferor assumes any responsibility for the financial condition of Borrower or for the
performance of Borrowers obligations under the Loan Documents; (c) except as otherwise expressly
provided in this Agreement or the Credit Agreement, neither Transferor nor Administrative Agent nor
any other Syndication Party shall have any duty or responsibility to furnish to any other
Syndication Parties any credit or other information concerning Borrower which may come into its or
their possession. 2.5. Purchaser: (a) represents that it has acquired and is retaining the Purchasers
Syndication Interest in the Loan for its own account in the ordinary course of its banking or
financing business and not with a view toward the sale, distribution, further participation, or
transfer thereof; (b) agrees that it will not sell, assign, convey or otherwise dispose of
(Transfer), or create or permit to exist any lien or security interest on, all or any part of its
Syndication Interest in the Loan without the prior written consent of Administrative Agent and
Borrower (which consent will not be unreasonably withheld, provided that Borrower shall nave no
approval rights upon the occurrence and during the continuance of an Event of Default), provided
that (i) any such Transfer must be made in compliance with the applicable provisions of the Credit
Agreement and (except a Transfer to another Syndication Party) be in a minimum amount of the lesser
of (A) $10,000,000.00 or (B) the full amount of Purchasers Individual Commitment, and (ii)
Transferor must pay to, or cause to be paid to, Administrative Agent an assignment fee of $3,500.00
(Assignment Fee); (c) understands and agrees that it may, with the prior written consent of
Administrative Agent (which consent will not be unreasonably withheld) except where the Credit
Agreement requires no such consent, in compliance with the applicable provisions of the Credit
Agreement, participate any part of its Syndication Interest in the Loan to any Person, and that in
the event of any such participation except as provided in Section 16.29 of the Credit Agreement,
(i) neither its Individual Commitment nor the Purchasers Outstanding Obligations Amount, as
applicable, will change on account of such participation, and (ii) Administrative Agent shall
continue to deal directly with Purchaser with respect to the Loan and Purchasers Syndication
Interest as though no participation had been granted and will not be obligated to deal directly
with any participant; and (d) agrees that it will not divulge any non-public information regarding
Borrower which it acquires on account of its being a Syndication Party to any third Persons not an
employee or agent of Purchaser except (i) as may be required by law, 4




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##### 



rule, regulation, or court order, (ii) in connection with an examination of its books or
affairs by any of its regulatory agencies or accountants, or (iii) in connection with a Transfer
of, or the sale of a participation interest in, its Syndication Interest in accordance with the
Credit Agreement. 2.6. Purchaser: 2.6.1 Irrevocably consents and submits to the non-exclusive jurisdiction of
the courts of the State of Colorado and the United States District Court for the
District of Colorado and waives any objection based on venue or forum
non conveniens with respect to any action instituted therein
arising under this Agreement or the Credit Agreement or in any way connected with
or related or incidental to the dealings of the parties hereto in respect of this
Agreement or the Credit Agreement or the transactions related hereto, in each case
whether now existing or hereafter arising, and whether in contract, tort, equity or
otherwise, and agrees that any dispute with respect to any such matters shall be
heard only in the courts described above. 2.6.2 With respect to litigation concerning this Agreement or the Credit
Agreement within the jurisdiction of the courts of the State of Colorado or the
United States District Court for the District of Colorado: (a) hereby irrevocably
appoints CT Corporation Systems, 1600 Broadway, Denver, Colorado 80202, as its
agent to receive for and on its behalf, service of process, which service may be
made by mailing a copy of any summons or other legal process to such party in care
of such agent; (b) agrees that it shall maintain a duly appointed agent for service
of summons and other legal process as long as it remains obligated under the Credit
Agreement and shall keep Administrative Agent advised in writing of the identity
and location of such agent; (c) agrees that the receipt by such agent and/or by it
of such summons or other legal process in any such litigation shall be deemed
personal service and acceptance by Purchaser for all purposes of such litigation;
(d) in the event it shall fail to maintain a duly appointed agent for service of
summons as required by this Subsection, it hereby waives personal service of any
and all process upon it and consents that all such service or process may be made
by certified mail (return receipt requested) directed to its address set forth in
Section 17.4 of the Credit Agreement (as provided herein) and service so made shall
be deemed to be completed five (5) days after the same shall have been so deposited
in the U.S. mails, or, at the option of the party making such service, by service
in any other manner provided under the rules of any such courts; and (e) agrees
that within thirty (30) days after such service, Purchaser shall appear in answer
to such process, failing which it shall be deemed in default and judgment may be
entered against it for the amount of the claim and other relief requested. 2.6.3 HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR
CAUSE OF ACTION (a) ARISING UNDER THIS AGREEMENT OR THE CREDIT AGREEMENT OR (b) IN
ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL 5




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##### 



TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR THE CREDIT
AGREEMENT OR THE TRANSACTIONS RELATED THERETO IN EACH CASE WHETHER NOW EXISTING OR
HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. PURCHASER
HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION
SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT, AGENT, TRANSFEROR, OR ANY
SYNDICATION PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH
ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF PURCHASER TO THE WAIVER OF ITS
RIGHT TO TRIAL BY JURY. 3. Representations of Administrative Agent and Transferor. 3.1. Transferor and Administrative Agent represent and warrant that (a) Transferors
Individual 364-Day Commitment is not less than Purchasers 364-Day Loan Commitment Amount, (b)
Transferors Individual 5-Year Commitment is not less than Purchasers 5-Year Loan Commitment
Amount, (c) the total principal amount advanced and outstanding by Transferor under the 364-Day
Facility as of the Effective Date is not less than Purchasers Outstanding 364-Day Loan Obligations
Amount, and (d) the total principal amount advanced and outstanding by Transferor under the 5-Year
Facility as of the Effective Date is not less than Purchasers Outstanding 5-Year Loan Obligations
Amount. 4. General. 4.1. Purchasers address for notice under Section 17.4 of the Credit Agreement shall be as set
forth on its signature page hereto as Contact Name. 6




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##### 



IN WITNESS HEREOF, the parties hereto have caused this Syndication Acquisition Agreement to be
executed as of the Effective Date by their duly authorized representatives. Administrative Agent (as Administrative Agent):COBANK, ACBByName:Title:Transferor:ByNameTitle
 BORROWERS CONSENT Borrower hereby signifies its consent to Transferors sale of the Purchasers Syndication
Interest to Purchaser as described above. CHS Inc.By:Name:Title:
 [Purchasers signature appears on the next page] 7




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##### 



PURCHASER:[Name]By:Name:Title:Contact Name:Title:Address:e-mail address:Phone No.:Fax No.:Individual 364-Day Commitment: $.00Individual 5-Year Commitment: $.00Payment Instructions:Bank ___ABA -Acct. Name:Attention:Ref: CHS
 8




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##### 



EXHIBIT A TO
SYNDICATION ACQUISITION AGREEMENT 1. An Individual 364-Day Commitment of $ , and The following percentage of the principal amount outstanding under the 364-Day Facility:
___% (364-Day Loan Percentage) 2. An Individual 5-Year Commitment of $ , and The following percentage of the principal amount outstanding under 5-Year Facility: ___%
(5-Year Loan Percentage) Rev. 5/19/2005 9




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##### 



EXHIBIT 16.30to Credit Agreement WIRE INSTRUCTIONS When funds are to be wired to CoBank, including in its role as the
Administrative Agent, by any Syndication Party, the following wiring information must be used:  To:
    CoBank, ACB
ABA # 3070-8875-4
CHS SYND
22274433
Attn: Agencyclosings WIRE INSTRUCTIONS When funds are to be wired to any Syndication Party, the wiring information
provided on the signature page of the Credit Agreement with respect to such Syndication Party (as
it may be changed from time to time by notice to the Administrative Agent) must be used. WIRE INSTRUCTIONS When funds are to be wired to Borrower by the Administrative Agent or by any
Syndication Party, the following wiring information must be used: To:
    
    CHS Inc.Bank Name:
    
    Wells Fargo Bank Minnesota, N.A.Sixth and MarquetteMinneapolis, MN 55479Routing No. :
    
    091000019Account No.:
    
    0000044070




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##### 



SCHEDULE 1to Credit Agreement (Revolving Loan) SYNDICATION PARTIES AND INDIVIDUAL COMMITMENTS Syndication Party
    
    
    Individual
    
    
    
    IndividualName/Address
    
    
    364-Day Commitment
    
    
    
    5-Year CommitmentCoBank, ACB
5500 South Quebec Street
Greenwood Village, CO 80111
    
    

$

119,000,000.00
    
    
    

$
    51,000,000.00The
Bank of Tokyo  Mitsubishi, Ltd.
Chicago Branch
227 West Monroe Street
Suite 2300
Chicago, IL 60606
    
    
    $
    42,000,000.00
    
    
    
    $
    18,000,000.00SunTrust
Bank
303 Peachtree Street N.E., 3rd Floor
Atlanta, GA 30308
    
    
    $
    42,000,000.00
    
    
    
    $
    18,000,000.00Bank
of America, N.A.
231 South LaSalle Street
Chicago, IL 60697
    
    
    $
    42,000,000.00
    
    
    
    $
    18,000,000.00Wells
Fargo Bank, National Association
Sixth and Marquette
Minneapolis, MN 55479-0085
    
    
    $
    42,000,000.00
    
    
    
    $
    18,000,000.00BNP
Paribas
787 Seventh Avenue
New York, NY 10019
    
    
    $
    42,000,000.00
    
    
    
    $
    18,000,000.00Harris
Trust and Savings Bank
111 W. Monroe Street
20th Floor West
Chicago, IL 60603
    
    
    $
    42,000,000.00
    
    
    
    $
    18,000,000.00Rabobank
International, New York Branch
245 Park Avenue
New York, NY 10167
    
    
    $
    42,000,000.00
    
    
    
    $
    18,000,000.00Deere
Credit, Inc.
6400 NW
86th
Street
P.O. Box 6650-Dept 140
Johnston, IA 50131-6650
    
    
    $
    38,500,000.00
    
    
    
    $
    16,500,000.00U.S.
Bank National Association
950 17th Street, Suite 350
DN-CO-T3CS
Denver, CO 80202
    
    
    $
    32,200,000.00
    
    
    
    $
    13,800,000.00Natexis
Banques Populaires
1251 Avenue of the Americas
New York, NY 10020
    
    
    $
    32,200,000.00
    
    
    
    $
    13,800,000.00




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##### 



Syndication Party
    
    
    Individual
    
    
    
    IndividualName/Address
    
    
    364-Day Commitment
    
    
    
    5-Year CommitmentFortis
Captial Corp.
301 Tresser Boulevard
Stamford, CT 06901-3239
    
    
    $
    32,200,000.00
    
    
    
    $
    13,800,000.00The Bank of Nova Scotia
600 Peachtree Street, N.E.
Atlanta, GA 30308
    
    
    $
    32,200,000.00
    
    
    
    $
    13,800,000.00Calyon New York Branch
1301 Avenue of the Americas
New York, NY 10019
    
    
    $
    32,200,000.00
    
    
    
    $
    13,800,000.00National City Bank of Indiana
101 W. Washington St., Ste. 200 E
Indianapolis, IN 46255
    
    
    $
    17,500,000.00
    
    
    
    $
    7,500,000.00M&I Marshall & Ilsley Bank
651 Nicollet Mall
Minneapolis, MN 55402
    
    
    $
    17,500,000.00
    
    
    
    $
    7,500,000.00Farm Credit Services of America, PCA
5015 South 118th Street
Omaha, Nebraska 68137
    
    
    $
    16,100,000.00
    
    
    
    $
    6,900,000.00ING Capital LLC
1325 Avenue of the Americas, 8F1
New York, NY 10019
    
    
    $
    14,000,000.00
    
    
    
    $
    6,000,000.00UFJ Bank Limited
55 East 52nd Street
New York, NY 10055
    
    
    $
    10,500,000.00
    
    
    
    $
    4,500,000.00Comerica Bank, Inc.
    
    
    $
    7,000,000.00
    
    
    
    $
    3,000,000.00AgStar Financial Services, PCA
14800 Galaxie Ave., Suite 205
Apple Valley, Minnesota 55124
    
    
    $
    4,900,000.00
    
    
    
    $
    2,100,000.00TOTAL
    
    
    $
    700,000,000.00
    
    
    
    $
    300,000,000.00
 2




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##### 



SCHEDULE 2to Credit Agreement APPLICABLE MARGINS AND FACILITY FEE FACTORS The determination of the Applicable Margins and Facility Fee Factors will be made effective 5
Banking Days after the Administrative Agent receives quarterly financial statements from the
Borrower; however, no adjustments will be made to the LIBO Rate applicable to LIBO Rate Loans then
outstanding until the end of their then current LIBO Period. For the period from the Closing Date
and until the Administrative Agent receives quarterly financial statements from the Borrower for
two full Fiscal Quarters which commence on a date simultaneous with, or subsequent to, the Closing
Date, the Applicable Margins and Facility Fee Factors shall be determined pursuant to Tier 2 below. Ratio of Consolidated
    
    
    
    
    
    
    
    
    364-Day Facility
    
    
    5-Year Facility FeeTIER
    
    
    Funded Debt to Cash Flow
    
    
    364-Day Margin
    
    
    5-Year Margin
    
    
    Fee Factor
    
    
    FactorTier 5
    
    
    £ 1.00
    
    
    42.5 basis points
    
    
    40.0 basis points
    
    
    7.5 basis points
    
    
    10.0 basis pointsTier 4
    
    
    > 1.00 £ 1.50
    
    
    52.5 basis points
    
    
    50.0 basis points
    
    
    10.0 basis points
    
    
    12.5 basis pointsTier 3
    
    
    > 1.50 £ 2.00
    
    
    60.0 basis points
    
    
    57.5 basis points
    
    
    12.5 basis points
    
    
    15.0 basis pointsTier 2
    
    
    > 2.00 £ 2.50
    
    
    70.0 basis points
    
    
    67.5 basis points
    
    
    15.0 basis points
    
    
    17.5 basis pointsTier 1
    
    
    > 2.50
    
    
    87.5 basis points
    
    
    85.0 basis points
    
    
    17.5 basis points
    
    
    20.0 basis points