1. **Amendments to Credit Agreement**. The Credit Agreement is amended as of the Effective Dateas follows:     1.1 Section 7.18 is amended in its entirety to read as follows:                    7.18Trademarks, Trade Names, etc. Borrower owns or licenses all patents,trademarks, trade names, service marks and copyrights (collectively, “**IntellectualProperty**”) that it utilizes in its business as presently being conducted and as anticipatedto be conducted, except where the failure to do so could not reasonably be expected toresult in a Material Adverse Effect on Borrower. The Intellectual Property is in full forceand effect, and Borrower has taken or caused to be taken all action, necessary to maintainthe Intellectual Property in full force and effect and has not taken or failed to take orcause to be taken any action which, with the giving of notice, or the expiration of time, orboth, could result in any such Intellectual Property being revoked, invalidated, modified,or limited.     2. **Conditions to Effectiveness of this First Amendment.**The effectiveness of this FirstAmendment is subject to satisfaction, in the Administrative Agent’s sole discretion, of each of thefollowing conditions precedent (the date on which all such conditions precedent are so satisfied(except those that may be satisfied at a later date) shall be the “**Effective Date**”):     2.1 **Delivery of Executed Loan Documents.**Borrower and the Required Lenders shall havedelivered to the Administrative Agent, for the benefit of, and for delivery to, the AdministrativeAgent and the Syndication Parties, this First Amendment (or their approval thereof, in the case ofVoting Participants), duly executed.     2.2 **Representations and Warranties.**The representations and warranties of Borrower in theCredit Agreement shall be true and correct in all material respects on and as of tile EffectiveDate as though made on and as of such date.     2.3 **No Event of Default.**No Event of Default shall have occurred and be continuing under theCredit Agreement as of the Effective Date of this First Amendment.     2.4 **Payment of Fees and Expenses.**Borrower shall have paid the Administrative Agent, by wiretransfer of immediately available federal funds all fees and expenses presently due under theCredit Agreement (as amended by this First Amendment).     3. **General Provisions**.     3.1 **No Other Modifications.**The Credit Agreement, as expressly modified herein, shall continuein full force and effect and be binding upon the parties thereto.     3.2 **Successors and Assigns.**This First Amendment shall be binding upon and inure to thebenefit of Borrower, Agent, and the Syndication Parties, and their respective successors
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and assigns, except that Borrower may not assign or transfer its rights or obligationshereunder without the prior written consent of all the Syndication Parties.     3.3 **Definitions.**Capitalized terms used, but not defined, in this First Amendment shall havethe meaning set forth in the Credit Agreement.     3.4 **Severability**. Should any provision of this First Amendment be deemed unlawful orunenforceable, said provision shall be deemed several and apart from all other provisions of thisFirst Amendment and all remaining provision of this First Amendment shall be fully enforceable.     3.5 **Governing Law.**To the extent not governed by federal law, this First Amendment and therights and obligations of the parties hereto shall be governed by, interpreted and enforced inaccordance with the laws of the State of Colorado.     3.6 **Headings**. The captions or headings in this First Amendment are for convenience only and inno way define, limit or describe the scope or intent of any provision of this First Amendment.     3.7 **Counterparts**. This First Amendment may be executed by the parties hereto in separatecounterparts, each of which, when so executed and delivered, shall be an original, but all suchcounterparts shall together constitute one and the same instrument. Each counterpart may consistof a number of copies hereof, each signed by less than all, but together signed by all of theparties hereto. Copies of documents or signature pages bearing original signatures, and executeddocuments or signature pages delivered by a party by telefax, facsimile, or e-mail transmission ofan Adobe® file format document (also known as a PDF file) shall, in each such instance, be deemedto be, and shall constitute and be treated as, an original signed document or counterpart, asapplicable. Any party delivering an executed counterpart of this First Amendment by telefax,facsimile, or e-mail transmission of an Adobe® file format document also shall deliver an originalexecuted counterpart of this First Amendment, but the failure to deliver an original executedcounterpart shall not affect the validity, enforceability, and binding effect of this FirstAmendment.     IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed as ofthe Effective Date.[Signature Pages Follow]
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         **BORROWER:**           CHS INC., a cooperative corporation formed under thelaws of the State of Minnesota           By:             Name: John Schmitz    Title: Executive Vice President Finance and    Administration, and Chief Financial Officer           **ADMINISTRATIVE AGENT:**           COBANK, ACB           By:             Name: Michael Tousignant    Title: Vice President           **SYNDICATION PARTIES:**           CoBank, ACB           By:             Name: Michael Tousignant    Title: Vice President  [Signature Page to First Amendment to Credit Agreement (10 Year)]
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