EX-10.1






CHS INC.

_______________________________




NOTE PURCHASE AGREEMENT

_______________________________




Dated as of October 4, 2007




$400,000,000 6.18% Series I Senior Notes due October 4, 2017




	 	 	 	 	 	 	 	 	 	 	 	 	 
	1. AUTHORI
	 	ZATION OF NOTES	 	 	1	 	 	 	 	 
	2.	 	SALE AND PURCHASE OF NOTES	 	 	1	 
	3.
	 	CLOSING	 	 	 	 	 	 	1	 
	4.
	 	CONDITIONS TO CLOSING	 	 	 	 	 	 	2	 
	 
	 	 	4.1.	 	 	Representations and Warranties	 	 	2	 
	 
	 	 	4.2.	 	 	Performance; No Default	 	 	2	 
	 
	 	 	4.3.	 	 	Compliance Certificates	 	 	2	 
	 
	 	 	4.4.	 	 	Opinions of Counsel	 	 	2	 
	 
	 	 	4.5.	 	 	Purchase Permitted By Applicable Law, etc	 	 	3	 
	 
	 	 	4.6.	 	 	Sale of Other Notes	 	 	3	 
	 
	 	 	4.7.	 	 	Payment of Special Counsel Fees	 	 	3	 
	 
	 	 	4.8.	 	 	Private Placement Number	 	 	3	 
	 
	 	 	4.9.	 	 	Changes in Corporate Structure	 	 	3	 
	 
	 	 	4.10.	 	 	Offeree Letter	 	 	4	 
	 
	 	 	4.11.	 	 	Proceedings and Documents	 	 	4	 
	5.	 	REPRESENTATIONS AND WARRANTIES OF THE COMPANY	 	 	4	 
	 
	 	 	5.1.	 	 	Organization; Power and Authority	 	 	4	 
	 
	 	 	5.2.	 	 	Authorization, etc	 	 	4	 
	 
	 	 	5.3.	 	 	Disclosure	 	 	5	 
	 
	 	 	5.4.	 	 	Organization and Ownership of Shares of Subsidiaries; Affiliates	 	 	5	 
	 
	 	 	5.5.	 	 	Financial Statements; Material Liabilities	 	 	6	 
	 
	 	 	5.6.	 	 	Compliance with Laws, Other Instruments, etc	 	 	6	 
	 
	 	 	5.7.	 	 	Governmental Authorizations, etc	 	 	6	 
	 
	 	 	5.8.	 	 	Litigation; Observance of Agreements, Statutes and Orders	 	 	7	 
	 
	 	 	5.9.	 	 	Taxes	 	 	7	 
	 
	 	 	5.10.	 	 	Title to Property; Leases	 	 	7	 
	 
	 	 	5.11.	 	 	Permits and Other Operating Rights	 	 	8	 
	 
	 	 	5.12.	 	 	Intellectual Property	 	 	8	 
	 
	 	 	5.13.	 	 	Compliance with ERISA	 	 	8	 
	 
	 	 	5.14.	 	 	Private Offering by the Company	 	 	9	 
	 
	 	 	5.15.	 	 	Use of Proceeds; Margin Regulations	 	 	9	 
	 
	 	 	5.16.	 	 	Existing Debt; Future Liens	 	 	10	 
	 
	 	 	5.17.	 	 	Foreign Assets Control Regulations, etc	 	 	10	 
	 
	 	 	5.18.	 	 	Status under Certain Statutes	 	 	11	 
	 
	 	 	5.19.	 	 	Environmental Matters	 	 	11	 
	 
	 	 	5.20.	 	 	Solvency	 	 	11	 
	 
	 	 	5.21.	 	 	Hostile Tender Offers	 	 	11	 
	 
	 	 	5.22.	 	 	Ranking of Notes	 	 	12	 
	6.	 	REPRESENTATIONS OF THE PURCHASER	 	 	12	 
	 
	 	 	6.1.	 	 	Purchase for Investment	 	 	12	 
	 
	 	 	6.2.	 	 	Source of Funds	 	 	12	 
	7.
	 	INFORMATION AS TO COMPANY	 	 	 	 	 	 	13	 
	 
	 	 	7.1.	 	 	Financial and Business Information	 	 	13	 
	 
	 	 	7.2.	 	 	Officer’s Certificate	 	 	16	 
	 
	 	 	7.3.	 	 	Inspection	 	 	17	 
	8.	 	Interest; PAYMENT OF THE NOTES	 	 	17	 
	 
	 	 	8.1.	 	 	Interest Payments	 	 	17	 
	 
	 	 	8.2.	 	 	Required Principal Payments	 	 	17	 
	 
	 	 	8.3.	 	 	Optional Prepayments with Make-Whole Amount	 	 	19	 
	 
	 	 	8.4.	 	 	Allocation of Partial Prepayments	 	 	19	 
	 
	 	 	8.5.	 	 	Maturity; Surrender, etc	 	 	19	 
	 
	 	 	8.6.	 	 	Purchase of Notes	 	 	20	 
	 
	 	 	8.7.	 	 	Make-Whole Amount	 	 	20	 
	9.
	 	AFFIRMATIVE COVENANTS	 	 	 	 	 	 	21	 
	 
	 	 	9.1.	 	 	Compliance with Law	 	 	21	 
	 
	 	 	9.2.	 	 	Insurance	 	 	21	 
	 
	 	 	9.3.	 	 	Maintenance of Properties	 	 	22	 
	 
	 	 	9.4.	 	 	Payment of Taxes and Claims	 	 	22	 
	 
	 	 	9.5.	 	 	Corporate Existence, etc	 	 	22	 
	 
	 	 	9.6.	 	 	Pari Passu	 	 	23	 
	10.
	 	NEGATIVE COVENANTS	 	 	 	 	 	 	23	 
	 
	 	 	10.1.	 	 	Transactions with Affiliates	 	 	23	 
	 
	 	 	10.2.	 	 	Merger, Consolidation, etc	 	 	23	 
	 
	 	 	10.3.	 	 	Funded Debt to Consolidated Cash Flows	 	 	24	 







	 	10.4.	 	Adjusted Consolidated Funded Debt to Consolidated Members’ and
Patrons’ Equity 24	 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	10.5.	 	 	Priority Debt	 	 	24	 	 	 	 	 
	 
	 	 	10.6.	 	 	Liens	 	 	24	 	 	 	 	 
	 
	 	 	10.7.	 	 	Sale of Assets	 	 	27	 	 	 	 	 
	 
	 	 	10.8.	 	 	Line of Business	 	 	30	 	 	 	 	 
	 
	 	 	10.9.	 	 	Subsidiary Distribution Restrictions	 	 	30	 	 	 	 	 
	 
	 	 	10.10.	 	 	Subsidiary Preferred Stock	 	 	30	 	 	 	 	 
	 
	 	 	10.11.	 	 	Issuance of Stock by Subsidiaries	 	 	30	 	 	 	 	 
	 
	 	 	10.12.	 	 	Terrorism Sanctions Regulations.	 	 	30	 	 	 	 	 
	11.
	 	EVENTS OF DEFAULT	 	 	 	 	 	 	31	 	 	 	 	 
	12.
	 	REMEDIES ON DEFAULT, ETC	 	 	 	 	 	 	32	 	 	 	 	 
	 
	 	 	12.1.	 	 	Acceleration	 	 	33	 	 	 	 	 
	 
	 	 	12.2.	 	 	Other Remedies	 	 	33	 	 	 	 	 
	 
	 	 	12.3.	 	 	Rescission	 	 	33	 	 	 	 	 
	 
	 	 	12.4.	 	 	No Waivers or Election of Remedies, Expenses, etc	 	 	34	 	 	 	 	 
	13.	 	REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES	 	 	34	 	 	 	 	 
	 
	 	 	13.1.	 	 	Registration of Notes	 	 	34	 	 	 	 	 
	 
	 	 	13.2.	 	 	Transfer and Exchange of Notes	 	 	34	 	 	 	 	 
	 
	 	 	13.3.	 	 	Replacement of Notes	 	 	35	 	 	 	 	 
	14.
	 	PAYMENTS ON NOTES	 	 	 	 	 	 	35	 	 	 	 	 
	 
	 	 	14.1.	 	 	Place of Payment	 	 	35	 	 	 	 	 
	 
	 	 	14.2.	 	 	Home Office Payment	 	 	35	 	 	 	 	 
	15.
	 	EXPENSES, ETC	 	 	 	 	 	 	36	 	 	 	 	 
	 
	 	 	15.1.	 	 	Transaction Expenses	 	 	36	 	 	 	 	 
	 
	 	 	15.2.	 	 	Survival	 	 	36	 	 	 	 	 
	16.	 	SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT	 	 	 	 	 	 	36	 
	17.
	 	AMENDMENT AND WAIVER	 	 	 	 	 	 	37	 	 	 	 	 
	 
	 	 	17.1.	 	 	Requirements	 	 	37	 	 	 	 	 
	 
	 	 	17.2.	 	 	Solicitation of Holders of Notes	 	 	37	 	 	 	 	 
	 
	 	 	17.3.	 	 	Binding Effect, etc	 	 	37	 	 	 	 	 
	 
	 	 	17.4.	 	 	Notes held by Company, etc	 	 	38	 	 	 	 	 
	18.
	 	NOTICES	 	 	 	 	 	 	38	 	 	 	 	 
	19.
	 	REPRODUCTION OF DOCUMENTS	 	 	 	 	 	 	38	 	 	 	 	 
	20.
	 	CONFIDENTIAL INFORMATION	 	 	 	 	 	 	39	 	 	 	 	 
	21.
	 	SUBSTITUTION OF PURCHASER	 	 	 	 	 	 	40	 	 	 	 	 
	22.
	 	MISCELLANEOUS	 	 	 	 	 	 	40	 	 	 	 	 
	 
	 	 	22.1.	 	 	Successors and Assigns	 	 	40	 	 	 	 	 
	 
	 	 	22.2.	 	 	Payments Due on Non-Business Days	 	 	40	 	 	 	 	 
	 
	 	 	22.3.	 	 	Accounting Terms	 	 	40	 	 	 	 	 
	 
	 	 	22.4.	 	 	Severability	 	 	41	 	 	 	 	 
	 
	 	 	22.5.	 	 	Construction	 	 	41	 	 	 	 	 
	 
	 	 	22.6.	 	 	Counterparts	 	 	41	 	 	 	 	 
	 
	 	 	22.7.	 	 	Governing Law	 	 	41	 	 	 	 	 
	 
	 	 	22.8.	 	 	Jurisdiction and Process; Waiver of Jury Trial	 	 	41	 	 	 	 	 






1




Schedules and Exhibits




	 	 	 	 	 	 	 
	Tab A:

	 	Schedule A
	 	—
	 	Information Relating to Purchasers
	 

	 	

	 	

	 	

	Tab B:

	 	Schedule B
	 	—
	 	Defined Terms
	 

	 	

	 	

	 	

	Tab C:

	 	Schedule 4.9
	 	—
	 	Changes in Corporate Structure
	 

	 	

	 	

	 	

	
 
	 	Schedule 5.3
	 	—
	 	Disclosure Materials
	
 
	 	Schedule 5.4
	 	—
	 	Subsidiaries of the Company and Ownership of

Subsidiary Stock
	
 
	 	Schedule 5.5
	 	—
	 	Financial Statements
	
 
	 	Schedule 5.6
	 	—
	 	Restrictions on Debt
	
 
	 	Schedule 5.12
	 	—
	 	Intellectual Property
	
 
	 	Schedule 5.16
	 	—
	 	Existing Debt
	Tab D:

	 	Exhibit 1
	 	—
	 	Form of 6.18% Series I Senior Notes due October 4, 2017
	 

	 	

	 	

	 	

	Tab E:

	 	Exhibit 4.4(a)
	 	—
	 	Form of Opinion of General Counsel for the Company
	 

	 	

	 	

	 	

	Tab F:

	 	Exhibit 4.4(b)
	 	—
	 	Form of Opinion of Special Counsel for the Purchasers
	 

	 	

	 	

	 	







2




CHS INC.

5500 Cenex Drive

Inver Grove Heights, MN 55077




$400,000,000 6.18% Series I Senior Notes due October 4, 2017




Dated as of October 4, 2007




To Each of The Purchasers Listed in


Schedule A Hereto:



Ladies and Gentlemen:



CHS Inc., a nonstock agricultural cooperative corporation organized under the laws of the
State of Minnesota (the “Company”), agrees with each of the purchasers whose names appear at the
end hereof (each, a “Purchaser” and, collectively, the “Purchasers”) as follows:




	1.	 	AUTHORIZATION OF NOTES.





The Company will authorize the issue and sale of $400,000,000 aggregate principal amount of
its 6.18% Series I Senior Notes due October 4, 2017 (the “Notes”, such term to include any such
notes issued in substitution therefor pursuant to Section 13 of this Agreement). The Notes shall
be substantially in the form set out in Exhibit 1. Certain capitalized terms used in this
Agreement are defined in Schedule B hereto; references to a “Schedule” or an “Exhibit” are, unless
otherwise specified, to a Schedule or an Exhibit attached to this Agreement; and references to a
“Section” are, unless otherwise specified, references to a Section of this Agreement.




	2.	 	SALE AND PURCHASE OF NOTES.





Subject to the terms and conditions of this Agreement, the Company will issue and sell to each
Purchaser and each Purchaser will purchase from the Company, at the Closing provided for in Section
3, Notes in the principal amount specified opposite such Purchaser’s name in Schedule A at the
purchase price of 100% of the principal amount thereof. The Purchasers’ obligations hereunder are
several and not joint obligations and no Purchaser shall have any liability to any Person for the
performance or non-performance of any obligation by any other Purchaser hereunder.




	3.	 	CLOSING.





The sale and purchase of the Notes to be purchased by each Purchaser shall occur at the
offices of Bingham McCutchen LLP, 399 Park Avenue, New York, New York 10022 at 10:00 a.m., local
time, at a closing (the “Closing”) on October 4, 2007. At the Closing, the Company will deliver to
each Purchaser the Notes to be purchased by such Purchaser in the form of a single Note (or such
greater number of Notes in denominations of at least $500,000 as such Purchaser may request), dated
the date of the Closing and registered in such Purchaser’s name (or in the name of its nominee), as
indicated in Schedule A, against delivery by such Purchaser to the Company or its order of
immediately available funds in the amount of the purchase price therefor by wire transfer of
immediately available funds for the account of the Company to Wells Fargo Bank, San Francisco,
California, routing number 121000248, account number 0000044070, Beneficiary: CHS Inc.. If at the
Closing the Company shall fail to tender such Notes to any Purchaser as provided above in this
Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to such
Purchaser’s satisfaction, such Purchaser shall, at its election, be relieved of all further
obligations under this Agreement, without thereby waiving any rights such Purchaser may have by
reason of such failure or such nonfulfillment.




	4.	 	CONDITIONS TO CLOSING.





Each Purchaser’s obligation to purchase and pay for the Notes to be sold to such Purchaser at
the Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to or at the
Closing, of the following conditions:




4.1. Representations and Warranties.



The representations and warranties of the Company in this Agreement shall be correct when made
and at the time of the Closing.




4.2. Performance; No Default.



The Company shall have performed and complied with all agreements and conditions contained in
this Agreement required to be performed or complied with by the Company prior to or at the Closing
and after giving effect to the issue and sale of the Notes (and the application of the proceeds
thereof as contemplated by Section 5.15) no Default or Event of Default shall have occurred and be
continuing. Neither the Company nor any Subsidiary shall have entered into any transaction since
the date of the Memorandum that would have been prohibited by Sections 10.1, 10.3, 10.4, 10.5,
10.7, 10.11 or 10.12 hereof had such Sections applied since such date.




4.3. Compliance Certificates.



(a) Officer’s Certificate.  The Company shall have delivered to such Purchaser an Officer’s
Certificate, dated the date of the Closing, certifying that the conditions specified in Sections
4.1, 4.2 and 4.9 have been fulfilled.



(b) Secretary’s Certificate.  The Company shall have delivered to such Purchaser a
certificate, signed on its behalf by its Secretary or its Assistant Secretary, and one other
officer of the Company, dated the date of the Closing, certifying as to the resolutions attached
thereto and other corporate proceedings relating to the authorization, execution and delivery of
the Notes and this Agreement.




4.4. Opinions of Counsel.



Such Purchaser shall have received opinions in form and substance satisfactory to such
Purchaser, dated the date of the Closing, from (a) David A. Kastelic, General Counsel for the
Company, substantially in the form set forth in Exhibit 4.4(a) and covering such other matters
incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably
request (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers)
and (b) Bingham McCutchen LLP, the Purchasers’ special counsel in connection with such
transactions, substantially in the form set forth in Exhibit 4.4(b) and covering such other matters
incident to such transactions as such Purchaser may reasonably request.




4.5. Purchase Permitted By Applicable Law, etc.



On the date of the Closing, such Purchaser’s purchase of Notes shall (a) be permitted by the
laws and regulations of each jurisdiction to which such Purchaser is subject, without recourse to
provisions (such as section 1405(a)(8) of the New York Insurance Law) permitting limited
investments by insurance companies without restriction as to the character of the particular
investment, (b) not violate any applicable law or regulation (including, without limitation,
Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (c) not subject
such Purchaser to any tax, penalty or liability under or pursuant to any applicable law or
regulation, which law or regulation was not in effect on the date hereof. If requested by such
Purchaser, such Purchaser shall have received an Officer’s Certificate certifying as to such
matters of fact as such Purchaser may reasonably specify to enable such Purchaser to determine
whether such purchase is so permitted.




4.6. Sale of Other Notes.



Contemporaneously with the Closing, the Company shall sell to each other Purchaser and each
other Purchaser shall purchase the Notes to be purchased by it at the Closing as specified in
Schedule A.




4.7. Payment of Special Counsel Fees.



Without limiting the provisions of Section 15.1, the Company shall have paid on or before the
Closing the fees, charges and disbursements of the Purchasers’ special counsel referred to in
Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least
one (1) Business Day prior to the Closing.




4.8. Private Placement Number.



A Private Placement Number issued by Standard & Poor’s CUSIP Service Bureau (in cooperation
with the SVO) shall have been obtained for the Notes.




4.9. Changes in Corporate Structure.



Except as specified in Schedule 4.9, the Company shall not have changed its jurisdiction of
incorporation or been a party to any merger or consolidation and shall not have succeeded to all or
any substantial part of the liabilities of any other entity, at any time following the date of the
most recent financial statements referred to in Schedule 5.5.




4.10. Offeree Letter.



Banc of America Securities LLC shall have delivered to the Company, their counsel, such
Purchaser, and its special counsel an offeree letter, in form and substance satisfactory to such
Purchaser, confirming the manner of the offering of the Notes by Banc of America Securities LLC.




4.11. Proceedings and Documents.



All corporate and other proceedings in connection with the transactions contemplated by this
Agreement and all documents and instruments incident to such transactions shall be satisfactory to
such Purchaser and its special counsel, and such Purchaser and its special counsel shall have
received all such counterpart originals or certified or other copies of such documents as such
Purchaser or such special counsel may reasonably request.




	5.	 	REPRESENTATIONS AND WARRANTIES OF THE COMPANY.





	 	 	 
	The Company represents and warrants to each Purchaser that:

	5.1.

	 	Organization; Power and Authority.






The Company is a nonstock agricultural cooperative corporation duly organized, validly
existing and in good standing under the laws of the State of Minnesota, and is duly qualified as a
foreign corporation and is in good standing in each jurisdiction in which such qualification is
required by law, other than those jurisdictions as to which the failure to be so qualified or in
good standing could not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect. The Company has the corporate power and authority to own or hold under
lease the properties it purports to own or hold under lease, to transact the business it transacts
and proposes to transact, to execute and deliver this Agreement and the Notes and to perform the
provisions hereof and thereof.




5.2. Authorization, etc.



The Company has all requisite corporate power to own and operate its respective properties and
to conduct its business as currently conducted and as currently proposed to be conducted. The
Company has all requisite corporate power to execute, deliver and perform its obligations under
this Agreement and the Notes. The Company has taken all necessary corporate action to authorize
the execution and delivery of, and the performance of its obligations under, this Agreement and the
Notes, and this Agreement constitutes, and upon execution and delivery thereof each Note will
constitute, a legal, valid and binding obligation of the Company enforceable against the Company in
accordance with its terms, except, in each case, as such enforceability may be limited by (i)
applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the
enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law).




5.3. Disclosure.



The Company, through its agent, Banc of America Securities LLC has delivered to each Purchaser
a copy of a Confidential Private Placement Memorandum, dated September, 2007 (the “Memorandum”),
relating to the transactions contemplated hereby. The Memorandum fairly describes, in all material
respects, the general nature of the business and principal properties of the Company and its
Subsidiaries. Except as disclosed in Schedule 5.3, this Agreement, the Memorandum and the
documents, certificates or other writings delivered to the Purchasers by or on behalf of the
Company in connection with the transactions contemplated hereby and identified in Schedule 5.3, and
the financial statements listed in Schedule 5.5 (this Agreement, the Memorandum and such documents,
certificates or other writings and such financial statements being referred to, collectively, as
the “Disclosure Documents”), taken as a whole, do not contain any untrue statement of a material
fact or omit to state any material fact necessary to make the statements herein or therein not
misleading in light of the circumstances under which they were made. Except as disclosed in the
Disclosure Documents, since August 31, 2006, there has been no change in the financial condition,
operations, business or properties of the Company or any Subsidiary except changes that
individually or in the aggregate could not reasonably be expected to have a Material Adverse
Effect. There is no fact known to the Company that could reasonably be expected to have a Material
Adverse Effect that has not been set forth herein or in the Disclosure Documents.




5.4. Organization and Ownership of Shares of Subsidiaries; Affiliates.



(a) Schedule 5.4 contains (except as noted therein) complete and correct lists of (i) the
Company’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction
of its organization, and the percentage of shares of each class of its capital stock or similar
equity interests outstanding owned by the Company and each other Subsidiary, (ii) the Company’s
Affiliates, other than Subsidiaries, and (iii) the Company’s directors and senior officers.



(b) All of the outstanding shares of capital stock or similar equity interests of each
Subsidiary shown in Schedule 5.4 as being owned by the Company or its Subsidiaries have been
validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary
free and clear of any Lien (except as otherwise disclosed in Schedule 5.4).



(c) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly
organized, validly existing and in good standing under the laws of its jurisdiction of
organization, and is duly qualified as a foreign corporation or other legal entity and is in good
standing in each jurisdiction in which such qualification is required by law, other than those
jurisdictions as to which the failure to be so qualified or in good standing could not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each
such Subsidiary has the corporate or other power and authority to own or hold under lease the
properties it purports to own or hold under lease and to transact the business it transacts and
proposes to transact.



(d) No Subsidiary is a party to, or otherwise subject to any legal, regulatory, contractual or
other restriction (other than this Agreement, the agreements listed on Schedule 5.4 and customary
limitations imposed by corporate law or similar statutes) restricting the ability of such
Subsidiary to pay dividends out of profits or make any other similar distributions of profits to
the Company or any of its Subsidiaries that owns outstanding shares of capital stock or similar
equity interests of such Subsidiary.




5.5. Financial Statements; Material Liabilities.



The Company has delivered to each Purchaser copies of the financial statements of the Company
and its Subsidiaries listed on Schedule 5.5. All of said financial statements (including in each
case the related schedules and notes) fairly present in all material respects the consolidated
financial position of the Company and its Subsidiaries as of the respective dates specified in such
Schedule and the consolidated results of their operations and cash flows for the respective periods
so specified and have been prepared in accordance with GAAP consistently applied throughout the
periods involved except as set forth in the notes thereto (subject, in the case of any interim
financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not
have any Material liabilities that are not disclosed on such financial statements or otherwise
disclosed in the Disclosure Documents.




5.6. Compliance with Laws, Other Instruments, etc.



The execution, delivery and performance by the Company of this Agreement and the Notes will
not (a) contravene, result in any breach of, or constitute a default under, or result in the
creation of any Lien in respect of any property of the Company or any Subsidiary under, any
indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or
by-laws, or any other agreement or instrument to which the Company or any Subsidiary is bound or by
which the Company or any Subsidiary or any of their respective properties may be bound or affected,
(b) conflict with or result in a breach of any of the terms, conditions or provisions of any order,
judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the
Company or any Subsidiary or (c) violate any provision of any statute or other rule or regulation
of any Governmental Authority applicable to the Company or any Subsidiary. The Company is not a
party to any contract or agreement or subject to any charter or other corporate restrictions which
materially and adversely affects its business, property, assets, financial condition or results of
operations, and the Company is not a party to, or otherwise subject to any provision contained in,
any instrument evidencing Debt of the Company, any agreement relating thereto or any other contract
or agreement (including its charter) which limits the amount of, or otherwise imposes restrictions
on the incurring of, Debt of the Company of the type to be evidenced by the Notes except as set
forth in the agreements listed in Schedule 5.6 attached hereto. The provisions of this Agreement
and the Notes do not contravene any agreement listed in Schedule 5.6.




5.7. Governmental Authorizations, etc.



No consent, approval or authorization of, or registration, filing or declaration with, any
Governmental Authority is required in connection with the execution, delivery or performance by the
Company of this Agreement or the Notes.




5.8. Litigation; Observance of Agreements, Statutes and Orders.



(a) There are no actions, suits, investigations or proceedings pending or, to the knowledge of
the Company or any of its Subsidiaries, threatened against or affecting the Company or any
Subsidiary or any properties or rights of the Company or any Subsidiary in any court or before any
arbitrator of any kind or before or by any Governmental Authority that, individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect.



(b) Neither the Company nor any Subsidiary is in default under any term of any agreement or
instrument to which it is a party or by which it is bound, or any order, judgment, decree or ruling
of any court, arbitrator or Governmental Authority or is in violation of any applicable law,
ordinance, rule or regulation (including, without limitation, Environmental Laws or the USA Patriot
Act) of any Governmental Authority, which default or violation, individually or in the aggregate,
could reasonably be expected to have a Material Adverse Effect.




5.9. Taxes.



The Company and its Subsidiaries have filed all Federal, state and, to the knowledge of the
officers of the Company, other tax returns that are required to have been filed in any
jurisdiction, and have paid all taxes shown to be due and payable on such returns and all other
taxes and assessments levied upon them or their properties, assets, income or franchises, to the
extent such taxes and assessments have become due and payable and before they have become
delinquent, except for any taxes and assessments (a) the amount of which is not individually or in
the aggregate Material or (b) the amount, applicability or validity of which is currently being
contested in good faith by appropriate proceedings and with respect to which the Company or a
Subsidiary, as the case may be, has established adequate reserves in accordance with GAAP. The
Company knows of no basis for any other tax or assessment that could reasonably be expected to have
a Material Adverse Effect. The charges, accruals and reserves on the books of the Company and its
Subsidiaries in respect of Federal, state or other taxes for all fiscal periods are adequate. The
Federal income tax liabilities of the Company and its Subsidiaries have been determined by the
Internal Revenue Service and paid for all fiscal years up to and including the fiscal year ended
August 31, 2004. The Company is a cooperative association taxed under the provisions of
“subchapter T” of the Code and the Company does not presently intend to alter its status as a
subchapter T cooperative association for Federal income tax purposes.




5.10. Title to Property; Leases.



Except for minor defects in title which, individually or in the aggregate, could not
reasonably be expected to have a Material Adverse Effect, the Company has and each of its
Subsidiaries has good and indefeasible title to its respective real properties (other than
properties which it leases) and good title to all of its other respective properties and assets
that individually or in the aggregate are Material, including all such properties reflected in the
most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by
the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the
ordinary course of business), in each case free and clear of Liens prohibited by this Agreement.
All leases that individually or in the aggregate are Material are valid and subsisting and are in
full force and effect in all material respects.




5.11. Permits and Other Operating Rights.



The Company and each Subsidiary of the Company has all such valid and sufficient certificates
of convenience and necessity, franchises, licenses, permits, operating rights and other
authorizations from all Governmental Authorities having jurisdiction over the Company or any
Subsidiary or any of its properties, as are necessary for the ownership, operation and maintenance
of its businesses and properties, as presently conducted and as proposed to be conducted while the
Notes are outstanding, subject to exceptions and deficiencies which, individually or in the
aggregate, would not reasonably be expected to have a Material Adverse Effect, and such
certificates of convenience and necessity, franchises, licenses, permits, operating rights and
other authorizations from all Governmental Authorities or any of its properties are free from
restrictions or conditions which, individually or in the aggregate, would reasonably be expected to
have a Material Adverse Effect.




5.12. Intellectual Property.



Except as disclosed in Schedule 5.12,



(a) the Company and its Subsidiaries own or possess all patents, copyrights, service marks,
trademarks and trade names, or rights thereto, that individually or in the aggregate are Material,
without known conflict with the rights of others;



(b) to the best knowledge of the Company, no product or practice of the Company or any
Subsidiary infringes in any material respect any license, permit, franchise, authorization, patent,
copyright, proprietary software, service mark, trademark, trade name or other right owned by any
other Person; and



(c) to the best knowledge of the Company, there is no Material violation by any Person of any
right of the Company or any of its Subsidiaries with respect to any patent, copyright, proprietary
software, service mark, trademark, trade name or other right owned or used by the Company or any of
its Subsidiaries.




5.13. Compliance with ERISA.



(a) The Company and each ERISA Affiliate have operated and administered each Plan in
compliance with all applicable laws except for such instances of noncompliance as have not resulted
in and could not reasonably be expected to result in a Material Adverse Effect. Neither the
Company nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA
(aside from ordinary claims for benefits under the Plans) or the penalty or excise tax provisions
of the Code relating to employee benefit plans (as defined in section 3 of ERISA), and no event,
transaction or condition has occurred or exists that could reasonably be expected to result in the
incurrence of any such liability by the Company or any ERISA Affiliate, or in the imposition of any
Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate, in either
case pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions or to section
401(a)(29) or 412 of the Code or section 4068 of ERISA, other than such liabilities or Liens as
would not be individually or in the aggregate Material.



(b) The present value of the aggregate benefit liabilities under each of the Plans (other than
Multiemployer Plans), determined as of the end of such Plan’s most recently ended plan year on the
basis of the actuarial assumptions specified for funding purposes in such Plan’s most recent
actuarial valuation report, did not exceed the aggregate current value of the assets of such Plan
allocable to such benefit liabilities by more than $15,000,000 for any single Plan or by more than
$20,000,000, in the aggregate, for all such Plans. The term “benefit liabilities” has the meaning
specified in section 4001 of ERISA and the terms “current value” and “present value” have the
meaning specified in section 3 of ERISA.



(c) The Company and its ERISA Affiliates have not incurred withdrawal liabilities (and are not
subject to contingent withdrawal liabilities) under section 4201 or 4204 of ERISA in respect of
Multiemployer Plans that individually or in the aggregate are Material.



(d) The expected postretirement benefit obligation (determined as of the last day of the
Company’s most recently ended fiscal year in accordance with Financial Accounting Standards Board
Statement No. 106, without regard to liabilities attributable to continuation coverage mandated by
section 4980B of the Code) of the Company and its Subsidiaries is not Material.



(e) The execution and delivery of this Agreement and the issuance and sale of the Notes
hereunder will not involve any transaction that is subject to the prohibitions of section 406 of
ERISA or in connection with which a tax could be imposed pursuant to section 4975(c)(1)(A)-(D) of
the Code. The representation by the Company to each Purchaser in the first sentence of this
Section 5.13(e) is made in reliance upon and subject to the accuracy of such Purchaser’s
representation in Section 6.2 as to the sources of the funds used to pay the purchase price of the
Notes to be purchased by such Purchaser.




5.14. Private Offering by the Company.



Since September 30, 2006, neither the Company nor anyone acting on its behalf has, directly or
indirectly, offered the Notes or any similar securities for sale to, or solicited any offer to buy
any of the same from, or otherwise approached or negotiated in respect thereof with, any Person
other than the Purchasers and not more than 65 other Institutional Investors (as defined in clause
(c) of the definition of such term), each of which has been offered the Notes at a private sale for
investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any
action that would subject the issuance or sale of the Notes to the registration requirements of
Section 5 of the Securities Act or to the registration requirements of any securities or “blue sky”
laws of any applicable jurisdiction.




5.15. Use of Proceeds; Margin Regulations.



The Company will apply the proceeds of the sale of the Notes for working and general capital
requirements. No part of the proceeds from the sale of the Notes hereunder will be used, directly
or indirectly, for the purpose of buying or carrying any margin stock within the meaning of
Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221), or for the
purpose of buying or carrying or trading in any securities under such circumstances as to involve
the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or
dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute
more than 5% of the value of the consolidated assets of the Company and its Subsidiaries and the
Company does not have any present intention that margin stock will constitute more than 5% of the
value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or
carrying” shall have the meanings assigned to them in said Regulation U.




5.16. Existing Debt; Future Liens.



(a) Except as described therein, Schedule 5.16 sets forth a complete and correct list of all
outstanding Debt of the Company and its Subsidiaries in excess of $10,000,000 or having commitments
in excess thereof as of the date of the Closing. Neither the Company nor any Subsidiary is in
default and no waiver of default is currently in effect, in the payment of any principal or
interest on any Debt of the Company or such Subsidiary and no event or condition exists with
respect to any Debt of the Company or any Subsidiary that would permit (or that with notice or the
lapse of time, or both, would permit) one or more Persons to cause such Debt to become due and
payable before its stated maturity or before its regularly scheduled dates of payment.



(b) The aggregate amount of all outstanding Debt of the Company and its Subsidiaries not set
forth on Schedule 5.16 does not exceed $5,000,000.



(c) Except as disclosed in Schedule 5.16, neither the Company nor any Subsidiary has agreed or
consented to cause or permit in the future (upon the happening of a contingency or otherwise) any
of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by
Section 10.6.



(d) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any
provision contained in, any instrument evidencing Debt of the Company or such Subsidiary, any
agreement relating thereto or any other agreement (including, but not limited to, its charter or
other organizational document) which limits the amount of, or otherwise imposes restrictions on the
incurring of, Debt of the Company, except as specifically indicated in Schedule 5.16.




5.17. Foreign Assets Control Regulations, etc.



(a) Neither the sale of the Notes by the Company hereunder nor its use of the proceeds thereof
will violate the Trading with the Enemy Act, as amended, or any of the foreign assets control
regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or
any enabling legislation or executive order relating thereto.



(b) Neither the Company nor any Subsidiary (i) is a Person described or designated in the
Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or
in Section 1 of the Anti Terrorism Order or (ii) knowingly engages in any dealings or transactions
with any such Person. The Company and its Subsidiaries are in compliance, in all material
respects, with the USA Patriot Act.



(c) No part of the proceeds from the sale of the Notes hereunder will be used, directly or
indirectly, for any payments to any governmental official or employee, political party, official of
a political party, candidate for political office, or anyone else acting in an official capacity,
in order to obtain, retain or direct business or obtain any improper advantage, in violation of the
United States Foreign Corrupt Practices Act of 1977.




5.18. Status under Certain Statutes.



Neither the Company nor any Subsidiary is subject to regulation under the Investment Company
Act of 1940, as amended, the Public Utility Holding Company Act of 2005, as amended, the ICC
Termination Act of 1995, as amended, or the Federal Power Act, as amended.




5.19. Environmental Matters.



(a) Neither the Company nor any Subsidiary has knowledge of any claim or has received any
notice of any claim, and no proceeding has been instituted raising any claim against the Company or
any of its Subsidiaries or any of their respective real properties now or formerly owned, leased or
operated by any of them or other assets, alleging any damage to the environment or violation of any
Environmental Laws, except, in each case, such as could not reasonably be expected to result in a
Material Adverse Effect.



(b) Neither the Company nor any Subsidiary has knowledge of any facts which would give rise to
any claim, public or private, of violation of Environmental Laws or damage to the environment
emanating from, occurring on or in any way related to real properties now or formerly owned, leased
or operated by any of them or to other assets or their use, except, in each case, such as could not
reasonably be expected to result in a Material Adverse Effect.



(c) Neither the Company nor any of its Subsidiaries has stored any Hazardous Materials on real
properties now or formerly owned, leased or operated by any of them and has not disposed of any
Hazardous Materials in a manner contrary to any Environmental Laws in each case in any manner that
could reasonably be expected to result in a Material Adverse Effect.



(d) All buildings on all real properties now owned, leased or operated by the Company or any
of its Subsidiaries are in compliance with applicable Environmental Laws, except where failure to
comply could not reasonably be expected to result in a Material Adverse Effect.




5.20. Solvency.



The Company, after giving effect to the transactions contemplated by this Agreement and the
Notes, will not be engaged in any business or transaction, or about to engage in any business or
transaction, for which the Company has unreasonably small assets or capital (within the meaning of
the Uniform Fraudulent Transfer Act, the Uniform Fraudulent Conveyance Act and Section 548 of Title
11 of the United States Code), and the Company does not have any intent to hinder, delay or defraud
any Person to which it is, or will become, on or after the date of Closing, indebted to or to incur
debts that would be beyond its ability to pay as they mature.




5.21. Hostile Tender Offers.



None of the proceeds of the sale of any Notes will be used to finance a Hostile Tender Offer.




5.22. Ranking of Notes.



The Company’s obligations under the Notes and this Agreement will, upon issuance of the Notes,
rank at least pari passu, without preference or priority, with all of its other outstanding
unsecured and unsubordinated obligations, except for those obligations that are, or are liable to
be, mandatorily preferred by law.




	6.	 	REPRESENTATIONS OF THE PURCHASER.






6.1. Purchase for Investment.



Each Purchaser severally represents that it is purchasing the Notes for its own account or for
one or more separate accounts maintained by such Purchaser or for the account of one or more
pension or trust funds and not with a view to the distribution thereof, provided that the
disposition of such Purchaser’s or their property shall at all times be within such Purchaser’s or
their control. Each Purchaser understands that the Notes have not been registered under the
Securities Act and may be resold only if registered pursuant to the provisions of the Securities
Act or if an exemption from registration is available, except under circumstances where neither
such registration nor such an exemption is required by law, and that the Company is not required to
register the Notes.




6.2. Source of Funds.



Each Purchaser severally represents that at least one of the following statements is an
accurate representation as to each source of funds (a “Source”) to be used by such Purchaser to pay
the purchase price of the Notes to be purchased by such Purchaser hereunder:



(a) the Source is an “insurance company general account” (as the term is defined in the United
States Department of Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which
the reserves and liabilities (as defined by the annual statement for life insurance companies
approved by the National Association of Insurance Commissioners (the “NAIC Annual Statement”)) for
the general account contract(s) held by or on behalf of any employee benefit plan together with the
amount of the reserves and liabilities for the general account contract(s) held by or on behalf of
any other employee benefit plans maintained by the same employer (or affiliate thereof as defined
in PTE 95-60) or by the same employee organization in the general account do not exceed 10% of the
total reserves and liabilities of the general account (exclusive of separate account liabilities)
plus surplus as set forth in the NAIC Annual Statement filed with such Purchaser’s state of
domicile; or



(b) the Source is a separate account that is maintained solely in connection with such
Purchaser’s fixed contractual obligations under which the amounts payable, or credited, to any
employee benefit plan (or its related trust) that has any interest in such separate account (or to
any participant or beneficiary of such plan (including any annuitant)) are not affected in any
manner by the investment performance of the separate account; or



(c) the Source is either (i) an insurance company pooled separate account, within the meaning
of PTE 90-1 or (ii) a bank collective investment fund, within the meaning of the PTE 91-38 and,
except as disclosed by such Purchaser to the Company in writing pursuant to this clause (c), no
employee benefit plan or group of plans maintained by the same employer or employee organization
beneficially owns more than 10% of all assets allocated to such pooled separate account or
collective investment fund; or



(d) the Source constitutes assets of an “investment fund” (within the meaning of Part V of PTE
84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within
the meaning of Part V of the QPAM Exemption), no employee benefit plan’s assets that are included
in such investment fund, when combined with the assets of all other employee benefit plans
established or maintained by the same employer or by an affiliate (within the meaning of Section
V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by
such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c)
and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or
controlled by the QPAM (applying the definition of “control” in Section V(e) of the QPAM Exemption)
owns a 5% or more interest in the Company and (i) the identity of such QPAM and (ii) the names of
all employee benefit plans whose assets are included in such investment fund have been disclosed to
the Company in writing pursuant to this clause (d); or



(e) the Source constitutes assets of a “plan(s)” (within the meaning of Section IV of PTE
96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within the
meaning of Part IV of the INHAM Exemption), the conditions of Part I(a), (g) and (h) of the INHAM
Exemption are satisfied, neither the INHAM nor a person controlling or controlled by the INHAM
(applying the definition of “control” in Section IV(d) of the INHAM Exemption) owns a 5% or more
interest in the Company and (i) the identity of such INHAM and (ii) the name(s) of the employee
benefit plan(s) whose assets constitute the Source have been disclosed to the Company in writing
pursuant to this clause (e); or



(f) the Source is a governmental plan; or



(g) the Source is one or more employee benefit plans, or a separate account or trust fund
comprised of one or more employee benefit plans, each of which has been identified to the Company
in writing pursuant to this clause (g); or



(h) the Source does not include assets of any employee benefit plan, other than a plan exempt
from the coverage of ERISA.



As used in this Section 6.2, the terms “employee benefit plan”, “governmental plan” and “separate
account” shall have the respective meanings assigned to such terms in section 3 of ERISA.




	7.	 	INFORMATION AS TO COMPANY.






7.1. Financial and Business Information.



The Company shall deliver to each holder of Notes that is an Institutional Investor:



(a) Quarterly Statements — within 45 days (or such shorter period as is 15 days greater than
the period applicable to the filing of the Company’s Quarterly Report on Form 10-Q (the “Form
10-Q”) with the SEC regardless of whether the Company is subject to the filing requirements
thereof) after the end of each quarterly fiscal period in each fiscal year of the Company (other
than the last quarterly fiscal period of each such fiscal year), duplicate copies of,




(i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of
such quarter, and




(ii) consolidated statements of income, changes in members’ equity and cash flows of
the Company and its Subsidiaries, for such quarter and (in the case of the second and third
quarters) for the portion of the fiscal year ending with such quarter,




setting forth in each case in comparative form the figures for the corresponding periods in
the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP
applicable to quarterly financial statements generally, and certified by a Senior Financial
Officer as fairly presenting, in all material respects, the financial position of the
companies being reported on and their results of operations and cash flows, subject to
changes resulting from year-end adjustments, provided that delivery within the time period
specified above of copies of the Company’s Form 10-Q prepared in compliance with the
requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of
this Section 7.1(a), provided, further, that the Company shall be deemed to have made such
delivery of such Form 10-Q if it shall have timely made such Form 10-Q available on “EDGAR”
and on its home page on the worldwide web (at the date of this Agreement located at:
http//www.chsinc.com) and shall have given each holder of Notes prior notice of such
availability on EDGAR and on its home page in connection with each delivery (such
availability and notice thereof being referred to as “Electronic Delivery”);



(b) Annual Statements — within 90 days (or such shorter period as is 15 days greater than the
period applicable to the filing of the Company’s Annual Report on Form 10-K (the “Form 10-K”) with
the SEC regardless of whether the Company is subject to the filing requirements thereof) after the
end of each fiscal year of the Company, duplicate copies of,




(i) consolidated and consolidating balance sheets of the Company and its Subsidiaries,
as at the end of such year, and




(ii) consolidated and consolidating statements of income and cash flows and a
consolidated statement of members’ equity of the Company and its Subsidiaries, for such
year,




setting forth in each case, in comparative form, the figures for the previous fiscal year,
all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion
thereon of independent certified public accountants of recognized national standing, which
opinion shall state that such financial statements present fairly, in all material respects,
the financial position of the companies being reported upon and their results of operations
and cash flows and have been prepared in conformity with GAAP, and that the examination of
such accountants in connection with such financial statements has been made in accordance
with generally accepted auditing standards, and that such audit provides a reasonable basis
for such opinion in the circumstances; provided that the delivery within the time period
specified above of the Company’s Form 10-K for such fiscal year (together with the Company’s
annual report to members, if any, prepared pursuant to Rule 14a-3 under the Exchange Act)
prepared in accordance with the requirements therefor and filed with the SEC shall be deemed
to satisfy the requirements of this Section 7.1(b), provided, further, that the Company
shall be deemed to have made such delivery of such Form 10-K if it shall have timely made
Electronic Delivery thereof;



(c) SEC and Other Reports — promptly upon their becoming available, one copy of (i) each
financial statement, report, notice or proxy statement sent by the Company or any Subsidiary to its
public securities holders generally, and (ii) each regular or periodic report, each registration
statement (without exhibits except as expressly requested by such holder), and each prospectus and
all amendments thereto filed by the Company or any Subsidiary with the SEC and of all press
releases and other statements made available generally by the Company or any Subsidiary to the
public concerning developments that are Material;



(d) Notice of Default or Event of Default — promptly, and in any event within five days after
a Responsible Officer becoming aware of the existence of any Default or Event of Default or that
any Person has given any notice or taken any action with respect to a claimed default hereunder or
that any Person has given any notice or taken any action with respect to a claimed default of the
type referred to in Section 11(f), a written notice specifying the nature and period of existence
thereof and what action the Company is taking or proposes to take with respect thereto;



(e) ERISA Matters — promptly, and in any event within five days after a Responsible Officer
becoming aware of any of the following, a written notice setting forth the nature thereof and the
action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto:




(i) with respect to any Plan, any reportable event, as defined in section 4043(b) of
ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant
to such regulations as in effect on the date hereof; or




(ii) the taking by the PBGC of steps to institute, or the threatening by the PBGC of
the institution of, proceedings under section 4042 of ERISA for the termination of, or the
appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA
Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC
with respect to such Multiemployer Plan; or




(iii) any event, transaction or condition that could result in the incurrence of any
liability by the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or the
penalty or excise tax provisions of the Code relating to employee benefit plans, or in the
imposition of any Lien on any of the rights, properties or assets of the Company or any
ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions,
if such liability or Lien, taken together with any other such liabilities or Liens then
existing, could reasonably be expected to have a Material Adverse Effect;



(f) Notices from Governmental Authority — promptly, and in any event within 30 days of
receipt thereof, copies of any notice to the Company or any Subsidiary from any Governmental
Authority relating to any order, ruling, statute or other law or regulation that could reasonably
be expected to have a Material Adverse Effect; and



(g) Requested Information — with reasonable promptness, such other data and information
relating to the business, operations, affairs, financial condition, assets or properties of the
Company or any of its Subsidiaries or relating to the ability of the Company to perform its
obligations hereunder and under the Notes as from time to time may be reasonably requested by any
such holder of Notes; and



(h) Information Required by Rule 144A – with reasonable promptness, upon the request of any
such holder, such financial and other information as such holder may reasonably determine to be
necessary in order to permit compliance with the information requirements of Rule 144A under the
Securities Act in connection with the resale of Notes, except at such times as the Company is
subject to and in compliance with the reporting requirements of section 13 or 15(d) of the Exchange
Act.




7.2. Officer’s Certificate.



Each set of financial statements delivered to a holder of Notes pursuant to Section 7.1(a) or
Section 7.1(b) hereof shall be accompanied by a certificate of a Senior Financial Officer setting
forth (which, in the case of Electronic Delivery of any such financial statements, shall be by
separate concurrent delivery of such certificate to each holder of Notes):



(a) Covenant Compliance — the information (including detailed calculations) required in order
to establish whether the Company was in compliance with the requirements of Sections 10.3 through
and including 10.5 and Section 10.7 hereof, inclusive, during the quarterly or annual period
covered by the statements then being furnished (including with respect to each such Section, where
applicable, the calculations of the maximum or minimum amount, ratio or percentage, as the case may
be, permissible under the terms of such Sections, and the calculation of the amount, ratio or
percentage then in existence); and



(b) Event of Default — a statement that such officer has reviewed the relevant terms hereof
and has made, or caused to be made, under his or her supervision, a review of the transactions and
conditions of the Company and its Subsidiaries from the beginning of the quarterly or annual period
covered by the statements then being furnished to the date of the certificate and that such review
shall not have disclosed the existence during such period of any condition or event that
constitutes a Default or an Event of Default or, if any such condition or event existed or exists
(including, without limitation, any such event or condition resulting from the failure of the
Company or any Subsidiary to comply with any Environmental Law), specifying the nature and period
of existence thereof and what action the Company shall have taken or proposes to take with respect
thereto.




7.3. Inspection.



The Company shall permit the representatives of each holder of Notes that is an Institutional
Investor:



(a) No Default — if no Default or Event of Default then exists, at the expense of such holder
and upon reasonable prior notice to the Company, to visit the principal executive office of the
Company or any Subsidiary, to discuss the affairs, finances and accounts of the Company and its
Subsidiaries with the Company’s officers, and (with the consent of the Company, which consent will
not be unreasonably withheld) its independent public accountants, and (with the consent of the
Company, which consent will not be unreasonably withheld) to visit the other offices and properties
of the Company and each Subsidiary, all at such reasonable times and as often as may be reasonably
requested in writing; and



(b) Default — if a Default or Event of Default then exists, at the expense of the Company to
visit and inspect any of the offices or properties of the Company or any Subsidiary, to examine all
their respective books of account, records, reports and other papers, to make copies and extracts
therefrom, and to discuss their respective affairs, finances and accounts with their respective
officers and independent public accountants (and by this provision the Company authorizes said
accountants to discuss the affairs, finances and accounts of the Company and its Subsidiaries), all
at such times and as often as may be requested.




	8.	 	INTEREST; PAYMENT OF THE NOTES.






8.1. Interest Payments.



Interest on the Notes shall accrue on the unpaid principal balance of the Notes at the rates
and shall be computed on the basis as described in the Notes. Interest shall be due and payable as
provided in the Notes.




8.2. Required Principal Payments.



(a) Required Principal Payments. The Company shall pay, and there shall become due and payable
with respect to the Notes, the principal amount of $80,000,000 (each such payment a “Required
Principal Payment”) on October 4 in each year commencing on October 4, 2013 to and
including October 4, 2016; provided, however, that the principal amount of the Notes prepaid or
purchased pursuant to Section 8.3 shall be applied against the principal amount of the Notes due at
maturity and each Required Principal Payment becoming due under this Section 8.2(a) in inverse
order of their scheduled due dates; and provided further that upon any partial prepayment of the
Notes pursuant to Section 8.2(b) or Section 10.7, the principal amount of each Required Principal
Prepayment of the Notes becoming due under this Section 8.2(a) on and after the date of such
prepayment shall be reduced in the same proportion as the aggregate unpaid principal amount of the
Notes is reduced as a result of such prepayment. Each Required Principal Payment shall be at 100%
of the principal amount paid, together with interest accrued thereon to the date of payment. The
entire remaining outstanding principal amount of the Notes, together with all accrued and unpaid
interest thereon, shall be due and payable on October 4, 2017.



(b) Offer to Pay Notes Upon Change in Control.




(i) Notice and Offer. The Company will not take any action that consummates or
finalizes a Change in Control unless at least thirty (30) days prior to such action it shall
have given to each holder of the Notes written notice of such impending Change in Control.
The Company will, within five (5) Business Days after any Responsible Officer has knowledge
of the occurrence of any Change in Control, give written notice of such Change in Control to
each holder of Notes in the manner set forth in Section 18. If a Change in Control has
occurred, such written notice shall contain, and shall constitute an irrevocable offer to
prepay all or (at such holder’s option) any portion of the Notes held by such holder on a
date specified in such notice (the “Proposed Prepayment Date”) that is not less than thirty
(30) days and not more than sixty (60) days after the date of such notice. If the Proposed
Prepayment Date shall not be specified in such notice, the Proposed Prepayment Date shall be
the 30th day after the date such notice shall have been sent by the Company. In no event
will the Company take any action to consummate or finalize a Change in Control unless the
Company has given the notice required by this Section 8.2(b)(i) and, contemporaneously with
such action, the Company prepays all Notes required to be prepaid in accordance with Section
8.2(b)(ii) hereof.




(ii) Acceptance and Payment. A holder of Notes may accept the offer to prepay made
pursuant to Section 8.2(b)(i) by causing a notice of acceptance of such offered prepayment
(specifying in such notice the amount of Notes with respect to which such acceptance
applies) to be delivered to the Company prior to the Proposed Prepayment Date (it being
understood that the failure by a holder to respond to such written offer of prepayment prior
to the Proposed Prepayment Date shall be deemed to constitute a rejection of such offer with
respect to all Notes held by such holder). If so accepted, such offered prepayment shall be
due and payable on the Proposed Prepayment Date. Such offered prepayment shall be made at
100% of the principal amount of such Notes so prepaid, plus interest on all such Notes
accrued to the Proposed Prepayment Date. If the Company shall at any time receive an
acceptance of an offer to prepay Notes pursuant to this Section 8.2(b)(ii) from some, but
not all of, the holders of the Notes, then the Company will, within two (2) Business Days
after the receipt of such acceptance, give written notice of such acceptance to each other
holder of the Notes.




(iii) Officer’s Certificate. Each offer to prepay the Notes pursuant to Section 8.2(b)
shall be accompanied by a certificate, executed by a Responsible Officer of the Company and
dated the date of such offer, specifying:




(A) the Proposed Prepayment Date;




(B) that such payment is to be made pursuant to the provisions of Section
8.2(b) of this Agreement;




(C) the outstanding principal amount as of the Proposed Prepayment Date of each
Note offered to be prepaid;




(D) the unpaid interest that would be due on each such Note offered to be
prepaid, accrued to the date fixed for payment;




(E) that the conditions of Section 8.2(b) have been fulfilled; and




(F) in reasonable detail, the nature and date or proposed date of the Change in
Control.




8.3. Optional Prepayments with Make-Whole Amount.



The Company may, at its option, upon notice as provided below, prepay at any time all, or from
time to time any part of, the Notes, in integral multiples of $1,000,000 and in a minimum amount of
$5,000,000, at 100% of the principal amount so prepaid, plus interest thereon to the prepayment
date and the Make-Whole Amount determined for the prepayment date with respect to such principal
amount. The Company will give each holder of Notes written notice of each optional prepayment
under this Section 8.3 not less than ten (10) Business Days and not more than sixty (60) days prior
to the date fixed for such prepayment. Each such notice shall specify such prepayment date (which
shall be a Business Day), the aggregate principal amount of the Notes to be prepaid on such date,
the principal amount of each Note held by such holder to be prepaid (determined in accordance with
Section 8.4), and the interest to be paid on the prepayment date with respect to such principal
amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to
the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date
of such notice were the date of the prepayment), setting forth the details of such computation.
Two (2) Business Days prior to such prepayment, the Company shall deliver to each holder of Notes a
certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as
of the specified prepayment date. Any partial prepayment of the Notes pursuant to this Section 8.3
shall be applied in satisfaction of required payments of principal in inverse order of their
scheduled due dates.




8.4. Allocation of Partial Prepayments.



In the case of each partial prepayment of the Notes pursuant to Section 8.3, the principal
amount of the Notes to be prepaid shall be allocated among all of the Notes at the time outstanding
in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof not
theretofore called for prepayment.




8.5. Maturity; Surrender, etc.



In the case of each prepayment of Notes pursuant to this Section 8, the principal amount of
each Note to be prepaid shall mature and become due and payable on the date fixed for such
prepayment, together with interest on such principal amount accrued to such date and, in the case
of any such prepayment pursuant to Section 8.3, the applicable Make-Whole Amount, if any. From and
after such date, unless the Company shall fail to pay such principal amount when so due and
payable, together with the interest and Make-Whole Amount, if any, as aforesaid, interest on such
principal amount shall cease to accrue. Any Note paid or prepaid in full shall be surrendered to
the Company and cancelled and shall not be reissued, and no Note shall be issued in lieu of any
prepaid principal amount of any Note.




8.6. Purchase of Notes.



The Company will not and will not permit any Affiliate to purchase, redeem, prepay or
otherwise acquire, directly or indirectly, any of the outstanding Notes except upon the payment or
prepayment of the Notes in accordance with the terms of this Agreement and the Notes. The Company
will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment
or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in
substitution or exchange for any such Notes.




8.7. Make-Whole Amount.



The term “Make-Whole Amount” means, with respect to any Note, an amount equal to the excess,
if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called
Principal of such Note over the amount of such Called Principal, provided that the Make-Whole
Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount,
the following terms have the following meanings:




“Called Principal” means, with respect to any Note, the principal of such Note that is
to be prepaid pursuant to Section 8.3 or has become or is declared to be immediately due and
payable pursuant to Section 12.1, as the context requires.




“Discounted Value” means, with respect to the Called Principal of any Note, the amount
obtained by discounting all Remaining Scheduled Payments with respect to such Called
Principal from their respective scheduled due dates to the Settlement Date with respect to
such Called Principal, in accordance with accepted financial practice and at a discount
factor (applied on the same periodic basis as that on which interest on the Notes is
payable) equal to the Reinvestment Yield with respect to such Called Principal.




“Reinvestment Yield” means, with respect to the Called Principal of any Note, 0.50%
plus the yield to maturity calculated by using (i) the yields reported, as of 10:00 A.M.
(New York City time) on the second Business Day preceding the Settlement Date on screen “PX
1” on the Bloomberg Financial Market Service (or such other display on the Bloomberg
Financial Market Service as may be agreed upon by the Company and the Required Holders
having the same information if “PX-1” is replaced by Bloomberg Financial Market Service) for
the most recently issued, actively traded, on-the-run benchmark U.S. Treasury securities,
having a maturity equal to the Remaining Average Life of such Called Principal as of such
Settlement Date or (ii) if such yields are not reported as of such time or the yields
reported as of such time are not ascertainable, (including by way of interpolation), the
Treasury Constant Maturity Series Yields reported, for the latest day for which such yields
have been so reported as of the second Business Day preceding the Settlement Date, in
Federal Reserve Statistical Release H.15 (519) (or any comparable successor publication) for
actively traded U.S. Treasury securities having a constant maturity equal to the Remaining
Average Life of such Called Principal as of such Settlement Date. In either case, the yield
will be determined, if necessary, by (a) converting U.S. Treasury bill quotations to bond
equivalent yields in accordance with accepted financial practice and (b) interpolating
linearly on a straight line basis between (1) the applicable U.S. Treasury security with the
maturity closest to and greater than the Remaining Average Life and (2) the applicable U.S.
Treasury security with the maturity closest to and less than the Remaining Average Life.
The Reinvestment Yield shall be rounded to the number of decimal places as appears in the
interest rate of the applicable Note.




“Remaining Average Life” means, with respect to any Called Principal, the number of
years (calculated to the nearest one-twelfth year) obtained by dividing (a) such Called
Principal into (b) the sum of the products obtained by multiplying (i) the principal
component of each Remaining Scheduled Payment with respect to such Called Principal by (ii)
the number of years (calculated to the nearest one-twelfth year) that will elapse between
the Settlement Date with respect to such Called Principal and the scheduled due date of such
Remaining Scheduled Payment.




“Remaining Scheduled Payments” means, with respect to the Called Principal of any Note,
all payments of such Called Principal and interest thereon that would be due after the
Settlement Date with respect to such Called Principal if no payment of such Called Principal
were made prior to its scheduled due date, provided that if such Settlement Date is not a
date on which interest payments are due to be made under the terms of the Notes, then the
amount of the next succeeding scheduled interest payment will be reduced by the amount of
interest accrued to such Settlement Date and required to be paid on such Settlement Date
pursuant to Section 8.3 or 12.1.




“Settlement Date” means, with respect to the Called Principal of any Note, the date on
which such Called Principal is to be prepaid pursuant to Section 8.3 or has become or is
declared to be immediately due and payable pursuant to Section 12.1, as the context
requires.




	9.	 	AFFIRMATIVE COVENANTS.





	 	 	 
	The Company covenants that so long as any of the Notes are outstanding:

	9.1.

	 	Compliance with Law.






The Company will and will cause each of its Subsidiaries to comply with all laws, ordinances
or governmental rules or regulations to which each of them is subject, including, without
limitation, ERISA, the USA Patriot Act and Environmental Laws, and will obtain and maintain in
effect all licenses, certificates, permits, franchises and other governmental authorizations
necessary to the ownership of their respective properties or to the conduct of their respective
businesses, in each case to the extent necessary to ensure that non-compliance with such laws,
ordinances or governmental rules or regulations or failures to obtain or maintain in effect such
licenses, certificates, permits, franchises and other governmental authorizations could not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.




9.2. Insurance.



The Company will and will cause each of its Subsidiaries to maintain, with financially sound
and reputable insurers, insurance with respect to their respective properties and businesses
against such casualties and contingencies, of such types, on such terms and in such amounts
(including deductibles, co-insurance and self-insurance, if adequate reserves are maintained with
respect thereto) as is customary in the case of entities of established reputations engaged in the
same or a similar business and similarly situated; provided, however, the Company may, to the
extent permitted by law, provide for appropriate self-insurance with respect to workers’
compensation.




9.3. Maintenance of Properties.



The Company will and will cause each of its Subsidiaries to maintain and keep, or cause to be
maintained and kept, their respective properties in good repair, working order and condition (other
than ordinary wear and tear), so that the business carried on in connection therewith may be
properly conducted at all times, provided that this Section shall not prevent the Company or any
Subsidiary from discontinuing the operation and the maintenance of any of its properties if such
discontinuance is desirable in the conduct of its business and the Company has concluded that such
discontinuance could not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.




9.4. Payment of Taxes and Claims.



The Company will and will cause each of its Subsidiaries to file all tax returns required to
be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such
returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of
their properties, assets, income or franchises, and to pay and discharge all amounts payable for
work, labor and materials, in each case to the extent such taxes, assessments, charges, levies and
amounts have become due and payable and before they have become delinquent and all claims for which
sums have become due and payable that have or might become a Lien on properties or assets of the
Company or any Subsidiary, provided that neither the Company nor any Subsidiary need pay any such
tax, assessment, charge, levy or amount payable if (a) the amount, applicability or validity
thereof is being actively contested by the Company or such Subsidiary on a timely basis in good
faith and in appropriate proceedings, and the Company or a Subsidiary has established adequate
reserves therefor in accordance with GAAP on the books of the Company or such Subsidiary or (b) the
nonpayment of all such taxes, assessments, charges, levies and amounts payable in the aggregate
could not reasonably be expected to have a Material Adverse Effect.




9.5. Corporate Existence, etc.



Subject to Section 10.2, the Company will at all times preserve and keep in full force and
effect its corporate existence and will at all times preserve and keep in full force and effect the
corporate existence of each of its Subsidiaries, except to the extent that, with respect to
Subsidiaries, in the good faith judgment of the Company, the failure to do so could not reasonably
be expected to, individually or in the aggregate, have a Material Adverse Effect. The Company will
at all times preserve and keep in full force and effect all certificates of convenience and
necessity, rights and franchises, licenses, permits, operating rights and other authorization from
any Governmental Authorities as are necessary for the ownership, operation and maintenance of its
and its Subsidiaries’ respective businesses and properties, unless the termination of or failure to
preserve and keep in full force and effect such right, certificate or franchise, license, permit,
operating right or other authorization would not reasonably be expected, individually or in the
aggregate, to have a Material Adverse Effect.




9.6. Pari Passu.



The Company covenants that all Debt owing under the Notes and under this Agreement will rank
at least pari passu with all its other present and future unsecured Senior Debt.




	10.	 	NEGATIVE COVENANTS.





	 	 	 
	The Company covenants that so long as any of the Notes are outstanding:

	10.1.

	 	Transactions with Affiliates.






The Company will not, and will not permit any Subsidiary to, enter into directly or indirectly
any transaction or Material group of related transactions (including, without limitation, the
purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with
any Affiliate, except in the ordinary course and pursuant to the reasonable requirements of the
Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the
Company or such Subsidiary than would be obtainable in a comparable arm’s-length transaction with a
Person not an Affiliate.




10.2. Merger, Consolidation, etc.



The Company will not, and will not permit any Subsidiary to, directly or indirectly,
consolidate with, or merge into, any other Person or permit any other Person to consolidate with,
or merge into, it, or convey, transfer or lease all or substantially all of its assets in a single
transaction or series of transactions to any Person, except that



(a) any Subsidiary may consolidate with, or merge into, the Company or any Wholly-Owned
Subsidiary if the Company or such Wholly-Owned Subsidiary is the surviving corporation; and



(b) the Company may consolidate with, or merge into, any other Person, or permit any other
Person to consolidate with, or merge into, it, if




(i) the successor formed by such consolidation or the survivor of such merger (the
“Surviving Corporation”), is a solvent corporation organized under the laws of the United
States of America or any State thereof (including the District of Columbia),




(ii) if the Company is not the Surviving Corporation, (A) the Surviving Corporation
shall have executed and delivered to each holder of the Notes its written assumption of the
due and punctual performance and payment of each covenant and condition of the Company in
this Agreement and the Notes, which assumption shall be in form and substance approved in
writing by the Required Holders, and (B) the Company shall have caused to be delivered to
each holder of the Notes an opinion of nationally recognized independent counsel, or other
independent counsel reasonably satisfactory to the Required Holders, to the effect that all
agreements or instruments effecting such assumption are enforceable in accordance with their
terms and comply with the terms hereof, and




(iii) immediately after giving effect to such transaction,




(A) no Default or Event of Default shall exist, and




(B) the Surviving Corporation and its Subsidiaries are permitted to incur at
least $1.00 of additional Priority Debt under the provisions of Section 10.5.



No such conveyance, transfer or lease of substantially all of the assets of the Company shall have
the effect of releasing the Company or any successor corporation or limited liability company that
shall theretofore have become such in the manner prescribed in this Section 10.2 from its liability
under this Agreement or the Notes.




10.3. Consolidated Funded Debt to Consolidated Cash Flow.



The Company will not permit the ratio of (i) Consolidated Funded Debt to (ii) Consolidated
Cash Flow determined as of the end of the four fiscal quarter period then most recently ended, to
exceed 3.00 to 1.00 at any time.




10.4. Adjusted Consolidated Funded Debt to Consolidated Members’ and Patrons’ Equity.



The Company shall not permit the ratio of Adjusted Consolidated Funded Debt to Consolidated
Members’ and Patrons’ Equity to exceed .80 to 1.00 at any time.




10.5. Priority Debt.



The Company covenants that it will not, and will not permit any of its Subsidiaries to,
directly or indirectly, create, issue, incur or assume any Priority Debt if after giving effect
thereto the aggregate outstanding principal amount of all Priority Debt would exceed 20% of
Consolidated Net Worth at the time of such creation, issuance, incurrence or assumption.




10.6. Liens.



The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly
create, incur, assume or suffer to be created, incurred or assumed or to exist (upon the happening
of a contingency or otherwise), any Lien on or with respect to any property of the Company or any
such Subsidiary, whether now owned or held or hereafter acquired (unless provision is made whereby
the Notes will be equally and ratably secured with any and all other obligations thereby secured as
provided in the last paragraph of this Section 10.6), except:



(a) Liens for taxes, assessments or other governmental charges or levies securing obligations
not overdue, or if overdue, being actively contested in good faith by appropriate proceedings that
will prevent the forfeiture or sale of any property, provided that adequate reserves are
established in accordance on the books of the Company or a Subsidiary of the Company in accordance
with GAAP;



(b) attachment, judgment and other similar Liens arising in connection with court proceedings,
provided the execution or other enforcement of such Lien(s) is effectively stayed and the claims
secured thereby are being actively contested in good faith in such manner that the property subject
to such Lien(s) is not subject to forfeiture or sale, and further provided that adequate reserves
are established on the books of the Company or a Subsidiary of the Company in accordance with GAAP;



(c) Liens incidental to the normal conduct of the business of the Company or a Subsidiary of
the Company or to the ownership by the Company or a Subsidiary of its property which were not
incurred in connection with the borrowing of money or the obtaining of credit or advances and which
do not in the aggregate materially detract from the value of the property of the Company or any
Subsidiary of the Company for the purpose of such business or materially impair the use thereof in
the operation of the business of the Company or any Subsidiary of the Company, including, without
limitation, Liens




(i) in connection with workers’ compensation, unemployment insurance, social security
and other like laws,




(ii) to secure (or to obtain letters of credit that secure) the performance of tenders,
statutory obligations, surety and performance bonds (of a type other than set forth in
Section 10.6(b)), bids, leases (other than Capital Leases), purchase, construction or sales
contracts and other similar obligations, in each case not incurred or made in connection
with the borrowing of money, the obtaining of advances or credit or the payment of the
deferred purchase price of property,




(iii) to secure the claims or demands of materialmen, mechanics, carriers,
warehousemen, vendors, repairmen, landlords, lessors and other like Persons, arising in the
ordinary course of business, and




(iv) in the nature of reservations, exceptions, encroachments, easements,
rights-of-way, covenants, conditions, restrictions, leases and other similar title
exceptions or encumbrances affecting real property;




provided that any amounts secured by such Liens are not yet due and payable.



(d) Liens existing as of the date of this Agreement securing Debt and set forth on Schedule
5.16 hereto;



(e) any Lien renewing, extending or refunding any Lien permitted by clause (d) of this Section
10.6, provided that (a) the principal amount of the Debt secured by such Lien immediately prior to
such extension, renewal or refunding is not increased or the maturity thereof reduced, (b) such
Lien is not extended to any other property, and (c) immediately after such extension, renewal or
refunding no Default or Event of Default would exist;



(f) Liens on property of the Company or any of its Subsidiaries securing Debt owing to the
Company or to any of its Wholly-Owned Subsidiaries;



(g) any Lien created to secure all or any part of the purchase price or cost of construction,
or to secure Debt incurred or assumed to pay all or a part of the purchase price or cost of
construction, of any property (or any improvement thereon) acquired or constructed by the Company
or a Subsidiary of the Company after the date of the Closing, provided that




(i) no such Lien shall extend to or cover any property other than the property (or
improvement thereon) being acquired or constructed or rights relating solely to such item or
items of property (or improvement thereon),




(ii) the principal amount of Debt secured by any such Lien shall at no time exceed an
amount equal to the lesser of (A) the cost to the Company or such Subsidiary of the property
(or improvement thereon) being acquired or constructed or (B) the Fair Market Value (as
determined in good faith by the Company) of such property, determined at the time of such
acquisition or at the time of substantial completion of such construction, and




(iii) such Lien shall be created contemporaneously with, or within 180 days after, the
acquisition or completion of construction of such property (or improvement thereon);



(h) any Lien existing on property acquired by the Company or any Subsidiary of the Company at
the time such property is so acquired (whether or not the Debt secured thereby is assumed by the
Company or such Subsidiary) or any Lien existing on property of a Person immediately prior to the
time such Person is merged into or consolidated with the Company or any Subsidiary of the Company,
provided that




(i) no such Lien shall have been created or assumed in contemplation of such
acquisition of property or such consolidation or merger,




(ii) such Lien shall extend only to the property acquired or the property of such
Person merged into or consolidated with the Company or Subsidiary which was subject to such
Lien as of the time of such consolidation or merger, and




(iii) the principal amount of the Debt secured by any such Lien shall at no time exceed
an amount equal to 100% of the Fair Market Value (as determined in good faith by the board
of directors of the Company or such Subsidiary) of the property subject thereto at the time
of the acquisition thereof or at the time of such merger or consolidation;



(i) Liens to CoBank and other cooperatives with respect to equity held by the Company in such
banks or other cooperatives securing Debt, provided that the aggregate Fair Market Value of such
equity securing Debt shall not exceed $50,000,000 at any one time; and



(j) other Liens not otherwise permitted under clause (a) through (i) of this Section 10.6
securing Debt, provided that the existence, creation, issuance, incurrence or assumption of such
Debt is permitted under Sections 10.3, 10.4 and 10.5 hereof.



If, notwithstanding the prohibition contained herein, the Company shall, or shall permit any of its
Subsidiaries to, directly or indirectly create, incur, assume or permit to exist any Lien, other
than those Liens permitted by the provisions of paragraphs (a) through (j) of this Section 10.6
(but including any Liens in respect of the Primary Bank Facility whether or not permitted by
paragraphs (a) – (j) of this Section 10.6), it will make or cause to be made effective provision
whereby the Notes will be secured equally and ratably with any and all other obligations thereby
secured, such security to be pursuant to agreements reasonably satisfactory to the Required Holders
(including intercreditor arrangements providing for the pari passu treatment of the Notes and all
such secured Debt) and, in any such case, the Notes shall have the benefit, to the fullest extent
that, and with such priority as, the holders of the Notes may be entitled under applicable law, of
an equitable Lien on such property. For the avoidance of doubt, the Company acknowledges that it
will not, and will not permit any Subsidiary to, secure or grant any Liens in respect of the
Primary Bank Facility, unless an equal and ratable Lien is granted in respect of the Notes.




10.7. Sale of Assets.



(a) Sale of Assets. The Company will not, and will not permit any of its Subsidiaries to,
make any Transfer, provided that the foregoing restriction does not apply to a Transfer if:




(i) the property that is the subject of such Transfer constitutes either (A) inventory
held for sale, or (B) equipment, fixtures, supplies or materials no longer required, in the
opinion of the Company or such Subsidiary, in the operation of the business of the Company
or such Subsidiary or that is obsolete, and, in the case of any Transfer described in clause
(A) or clause (B), such Transfer is in the ordinary course of business (an “Ordinary Course
Transfer”);




(ii) such Transfer is from a Subsidiary to the Company or a Wholly-Owned Subsidiary, so
long as immediately before and immediately after the consummation of such transaction, and
after giving effect thereto, no Default or Event of Default exists or would exist (each such
Transfer, collectively with any Ordinary Course Transfers, “Excluded Transfers”); or




(iii) such Transfer is a lease of the assets of the Company or any Subsidiary of the
Company to any joint venture entity, of which the Company or any Subsidiary of the Company
holds an ownership interest and shares in the earnings; provided that the terms of any such
lease and the division of the joint venture’s earnings, when viewed as a whole, can be
reasonably expected to generate the same or greater book earnings and cash flow for the
Company or Subsidiary of the Company as would be generated absent such lease.



(b) Debt Prepayment Applications and Reinvested Transfers.




(i) Notwithstanding the provisions of Section 10.7(a), the Company or any Subsidiary
may Transfer any of its properties at the Fair Market Value thereof; provided that




(A) either (1) such Transfer is not an Excluded Transfer and does not involve a
Substantial Portion of the property of the Company and its Subsidiaries, or, (2) the
Net Proceeds Amount with respect to such Transfer (the “Designated Portion”) is
either (x) applied to the acquisition by the Company or the Subsidiary making such
Transfer of assets of a nature similar to, and of at least an equivalent value of,
the assets which were the subject of such Transfer (a “Reinvested Transfer”), or (y)
applied to a Debt Prepayment Application, in either case, within one year of the
consummation of such Transfer, as specified in an Officer’s Certificate delivered to
each holder of Notes prior to, or contemporaneously with, the consummation of such
Transfer; and




(B) immediately after giving effect to such Transfer (1) no Default or Event of
Default shall exist and (2) the Company is able to incur at least $1.00 of
additional Priority Debt under the provisions of Section 10.5 hereof.




(ii) If, notwithstanding the certificate referred to in the foregoing clause
10.7(b)(i)(A), the Company shall fail to apply the entire amount of the Designated Portion
as specified in such certificate within the period stated in Section 10.7(b)(i), an Event of
Default shall be deemed to have existed as of the expiration of such period and shall be
deemed to be continuing.



(c) Certain Definitions. The following terms have the following meanings:




(i) “Debt Prepayment Application” means, with respect to any Transfer by the Company or
any Subsidiary, the application by the Company or such Subsidiary of cash in an amount equal
to the Net Proceeds Amount with respect to such Transfer to pay the outstanding principal of
all Funded Debt of the Company or such Subsidiary (other than Funded Debt owing to any of
the Subsidiaries or any Affiliate and Funded Debt in respect of any revolving credit or
similar facility providing the Company or such Subsidiary with the right to obtain loans or
other extensions of credit from time to time, except to the extent that in connection with
such payment of Funded Debt, the availability of loans or other extensions of credit under
such credit facility is permanently reduced by an amount not less than the amount of such
proceeds applied to the payment of such Funded Debt), provided that in the course of making
such application the Company shall offer to prepay each outstanding Note in a principal
amount that equals the Ratable Portion for such Note plus interest on all such Notes accrued
to the date of such payment. The Company will give each holder of Notes written notice of
such offered prepayment not less than ten (10) Business Days and not more than sixty (60)
days prior to the date fixed for such prepayment, specifying such prepayment date, the
aggregate principal amount of the Notes to be prepaid on such date and the Ratable Portion
payable with respect to each such Note. A holder of Notes may accept or reject such offer
to prepay by causing a notice of such acceptance or rejection to be delivered to the Company
at least two (2) Business Days prior to the prepayment date specified by the Company in such
offer. If a holder of Notes has not responded to such offer by a date which is at least two
(2) Business Days prior to such specified prepayment date, such holder shall be deemed to
have rejected such offer of prepayment. If any holder of a Note rejects or is deemed to
have rejected such offer of prepayment, then, for purposes of determining the extent to
which any Net Proceeds Amount has been applied to a Debt Prepayment Application, the Company
nevertheless will be deemed to have paid Funded Debt in an amount equal to the Ratable
Portion for such Note.




As used in this definition,




(i) “Ratable Portion” means, for any Note, an amount equal to the product of




(a) the Net Proceeds Amount (or any portion thereof) being so
offered to be applied to the payment of Funded Debt, multiplied by




(b) a fraction the numerator of which is the outstanding
principal amount of such Note and the denominator of which is the
aggregate outstanding principal amount of Funded Debt of the Company
and its Subsidiaries, after eliminating all offsetting debits and
credits between the Company and its Subsidiaries and all other items
required to be eliminated in the course of the preparation of
consolidated financial statements of the Company and its Subsidiaries
in accordance with GAAP.




(ii) “Disposition Value” means, at any time, with respect to any Transfer,




(A) in the case of property that does not constitute capital stock of or other
ownership interests in any Subsidiary of the Company, the book value thereof, valued
at the time of such Transfer in good faith by the board of directors of the Company,
and




(B) in the case of property that constitutes capital stock of or other
ownership interests in any Subsidiary of the Company, an amount equal to that
percentage of the book value of the assets of the Subsidiary that issued such
capital stock or other ownership interests as is equal to the percentage that the
book value that such capital stock or other ownership interests represents of the
book value of all of the outstanding capital stock of or other ownership interests
in such Subsidiary (assuming, in making such calculations, that all securities
convertible into such capital stock or other ownership interests are so converted
and giving full effect to all transactions that would occur or be required in
connection with such conversion), determined as of time of such Transfer in good
faith by the board of directors of the Company.




(iii) “Net Proceeds Amount” means, with respect to any Transfer of any property by any
Person, an amount equal to the difference of




(A) the aggregate amount of the consideration (valued at the Fair Market Value
of such consideration at the time of the consummation of such Transfer) received by
such Person in respect of such Transfer, minus




(B) all ordinary and reasonable out-of-pocket costs and expenses actually
incurred by such Person in connection with such Transfer and any income taxes fairly
attributable to such Transfer.




(iv) “Substantial Portion” means, at any time, any property subject to a Transfer if
the Disposition Value of such property, when added to the Disposition Value of all other
property of the Company and its Subsidiaries that shall have been the subject of a Transfer
(other than an Excluded Transfer and Transfers of such other property to the extent the Net
Proceeds Amount arising therefrom has been applied to a Reinvested Transfer or a Debt
Prepayment Application) during the then current fiscal year of the Company, exceeds an
amount equal to 25% of Consolidated Total Assets as of the end of the fiscal year of the
Company then most recently ended.




(v) “Transfer” means, with respect to any Person, any transaction in which such Person
sells, conveys, transfers or leases (as lessor) any of its property, including, without
limitation, capital stock of or other ownership interests in, any other Person.




10.8. Line of Business.



The Company will not, and will not permit any Subsidiary to, engage to any Material extent in
any business activity or operations other than operations or activities (a) in or reasonably
related to the agriculture industry, (b) in the food industry or (c) in which the Company and its
Subsidiaries are otherwise engaged on the date hereof as described in the Memorandum or businesses
reasonably related thereto or in furtherance thereof.




10.9. Subsidiary Distribution Restrictions.



The Company covenants that it will not, and will not permit any Subsidiary (other than NCRA)
of the Company to, enter into, or be otherwise subject to, any contract or agreement (including its
certificate of incorporation) which limits the amount of, or otherwise imposes restrictions on the
payment of, Distributions by any Subsidiary of the Company.




10.10. Subsidiary Preferred Stock.



The Company covenants that it will not permit any Subsidiary of the Company to issue or permit
to be outstanding any class of capital stock which has priority over any other class of capital
stock of such Subsidiary as to Distributions or in liquidation.




10.11. Issuance of Stock by Subsidiaries.



The Company covenants that it will not permit any Subsidiary of the Company to issue, sell or
otherwise dispose of any shares of any class of its stock (either directly or indirectly by the
issuance of rights or options for, or securities convertible into, such shares) except to the
Company or another Subsidiary of the Company.




10.12. Terrorism Sanctions Regulations.



The Company will not and will not permit any Subsidiary to (a) become a Person described or
designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign
Assets Control or in Section 1 of the Anti Terrorism Order or (b) knowingly engage in any dealings
or transactions with any such Person.




	11.	 	EVENTS OF DEFAULT.





An “Event of Default” shall exist if any of the following conditions or events shall occur and
be continuing:



(a) the Company defaults in the payment of any principal or Make-Whole Amount, if any, on any
Note when the same becomes due and payable, whether at maturity or at a date fixed for prepayment
or by declaration or otherwise; or



(b) the Company defaults in the payment of any interest on any Note for more than five (5)
Business Days after the same becomes due and payable; or



(c) the Company defaults in the performance of or compliance with any term contained in any of
Section 7.1(d), Section 8.2 (other than any payment default occurring under Sections 11(a) and/or
11(b)) or Section 10 (other than Section 10.8) hereof; or



(d) the Company defaults in the performance of or compliance with any term contained herein
(other than those referred to in clauses (a), (b) and (c) of this Section 11) and such default is
not remedied within 30 days after the earlier of (i) a Responsible Officer obtaining actual
knowledge of such default and (ii) the Company receiving written notice of such default from any
holder of a Note (any such written notice to be identified as a “notice of default” and to refer
specifically to this clause (d) of Section 11); or



(e) any representation or warranty made in writing by or on behalf of the Company or by any
officer of the Company in this Agreement or in any writing furnished in connection with the
transactions contemplated hereby proves to have been false or incorrect in any material respect on
the date as of which made; or



(f) (i) the Company or any Subsidiary is in default (as principal or as guarantor or other
surety) in the payment of any principal of or premium or make-whole amount or interest on any Debt
that is outstanding in an aggregate principal amount of at least $10,000,000 beyond any period of
grace provided with respect thereto, or (ii) the Company or any Subsidiary is in default in the
performance of or compliance with any agreement, term or condition contained in any instrument or
agreement evidencing any Debt in an aggregate outstanding principal amount of at least $10,000,000
or of any mortgage, indenture or other agreement relating thereto or any other condition exists,
and as a consequence of such default or condition such Debt has become, or has been declared (or
one or more Persons are entitled to declare such Debt to be) due and payable before its stated
maturity or before its regularly scheduled dates of payment, or (iii) as a consequence of the
occurrence or continuation of any event or condition (other than the passage of time or the right
of the holder of Debt to convert such Debt into equity interests), (x) the Company or any
Subsidiary has become obligated to purchase or repay Debt before its regular maturity or before its
regularly scheduled dates of payment in an aggregate outstanding principal amount of at least
$10,000,000, or (y) one or more Persons have the right to require the Company or any Subsidiary so
to purchase or repay such Debt; or



(g) the Company or any Subsidiary (i) is generally not paying, or admits in writing its
inability to pay, its debts as they become due, (ii) files, or consents by answer or otherwise to
the filing against it of, a petition for relief or reorganization or arrangement or any other
petition in bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency,
reorganization, moratorium or other similar law of any jurisdiction, (iii) makes an assignment for
the benefit of its creditors, (iv) consents to the appointment of a custodian, receiver, trustee or
other officer with similar powers with respect to it or with respect to any substantial part of its
property, (v) is adjudicated as insolvent or to be liquidated, or (vi) takes corporate action for
the purpose of any of the foregoing; or



(h) a court or Governmental Authority of competent jurisdiction enters an order appointing,
without consent by the Company or any of its Subsidiaries, a custodian, receiver, trustee or other
officer with similar powers with respect to it or with respect to any substantial part of its
property, or constituting an order for relief or approving a petition for relief or reorganization
or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or
insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of the
Company or any of its Subsidiaries, or any such petition shall be filed against the Company or any
of its Subsidiaries and such petition shall not be dismissed within 60 days; or



(i) a final judgment or judgments for the payment of money aggregating in excess of $5,000,000
are rendered against one or more of the Company and its Subsidiaries and which judgments are not,
within 45 days after entry thereof, bonded, discharged or stayed pending appeal, or are not
discharged within 45 days after the expiration of such stay; or



(j) if (i) any Plan shall fail to satisfy the minimum funding standards of ERISA or the Code
for any plan year or part thereof or a waiver of such standards or extension of any amortization
period is sought or granted under section 412 of the Code, (ii) a notice of intent to terminate any
Plan shall have been or is reasonably expected to be filed with the PBGC or the PBGC shall have
instituted proceedings under ERISA section 4042 to terminate or appoint a trustee to administer any
Plan or the PBGC shall have notified the Company or any ERISA Affiliate that a Plan may become a
subject of any such proceedings, (iii) the aggregate “amount of unfunded benefit liabilities”
(within the meaning of section 4001(a)(18) of ERISA) under all Plans, determined in accordance with
Title IV of ERISA, shall exceed five percent (5%) of Consolidated Net Worth for any period of ten
(10) consecutive calendar days or more, (iv) the Company or any ERISA Affiliate shall have incurred
or is reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty
or excise tax provisions of the Code relating to employee benefit plans, (v) the Company or any
ERISA Affiliate withdraws from any Multiemployer Plan, or (vi) the Company or any Subsidiary
establishes or amends any employee welfare benefit plan that provides post-employment welfare
benefits in a manner that would increase the liability of the Company or any Subsidiary thereunder;
and any such event or events described in clauses (i) through (vi) above, either individually or
together with any other such event or events, could reasonably be expected to have a Material
Adverse Effect. As used in this Section 11(j), the terms “employee benefit plan” and “employee
welfare benefit plan” shall have the respective meanings assigned to such terms in section 3 of
ERISA.




	12.	 	REMEDIES ON DEFAULT, ETC.






12.1. Acceleration.



(a) If an Event of Default with respect to the Company described in clause (g) or (h) of
Section 11 (other than an Event of Default described in subclause (i) of clause (g) or described in
subclause (vi) of clause (g) by virtue of the fact that such clause encompasses subclause (i) of
clause (g)) has occurred, all the Notes then outstanding shall automatically become immediately due
and payable.



(b) If any other Event of Default has occurred and is continuing, any holder or holders of
more than 66-2/3% in principal amount of the Notes at the time outstanding may at any time at its
or their option, by notice or notices to the Company, declare all the Notes then outstanding to be
immediately due and payable.



(c) If any Event of Default described in clause (a) or (b) of Section 11 has occurred and is
continuing, any holder or holders of Notes at the time outstanding affected by such Event of
Default may at any time, at its or their option, by notice or notices to the Company, declare all
the Notes held by it or them to be immediately due and payable.



Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by
declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes,
plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued
thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal
amount (to the full extent permitted by applicable law), shall all be immediately due and payable,
in each and every case without presentment, demand, protest or further notice, all of which are
hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note
has the right to maintain its investment in the Notes free from repayment by the Company (except as
herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the
Company in the event that the Notes are prepaid or are accelerated as a result of an Event of
Default, is intended to provide compensation for the deprivation of such right under such
circumstances.




12.2. Other Remedies.



If any Default or Event of Default has occurred and is continuing, and irrespective of whether
any Notes have become or have been declared immediately due and payable under Section 12.1, the
holder of any Note at the time outstanding may proceed to protect and enforce the rights of such
holder by an action at law, suit in equity or other appropriate proceeding, whether for the
specific performance of any agreement contained herein or in any Note, or for an injunction against
a violation of any of the terms hereof or thereof, or in aid of the exercise of any power granted
hereby or thereby or by law or otherwise.




12.3. Rescission.



At any time after any Notes have been declared due and payable pursuant to clause (b) or (c)
of Section 12.1, the Required Holders may, by written notice to the Company, rescind and annul any
such declaration and its consequences if (a) the Company has paid all overdue interest on the
Notes, all principal of and Make-Whole Amount, if any, on any Notes that are due and payable and
are unpaid other than by reason of such declaration, and all interest on such overdue principal and
Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in
respect of the Notes, at the Default Rate, (b) all Events of Default and Defaults, other than
non-payment of amounts that have become due solely by reason of such declaration, have been cured
or have been waived pursuant to Section 17, and (c) no judgment or decree has been entered for the
payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this
Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any
right consequent thereon.




12.4. No Waivers or Election of Remedies, Expenses, etc.



No course of dealing and no delay on the part of any holder of any Note in exercising any
right, power or remedy shall operate as a waiver thereof or otherwise prejudice such holder’s
rights, powers or remedies. No right, power or remedy conferred by this Agreement or any Note upon
any holder of any Note shall be exclusive of any other right, power or remedy referred to herein or
therein or now or hereafter available at law, in equity, by statute or otherwise. Without limiting
the obligations of the Company under Section 15, the Company will pay to the holder of each Note on
demand such further amount as shall be sufficient to cover all costs and expenses of such holder
incurred in any enforcement or collection under this Section 12, including, without limitation,
reasonable attorneys’ fees, expenses and disbursements.




	13.	 	REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.






13.1. Registration of Notes.



The Company shall keep at its principal executive office a register for the registration and
registration of transfers of Notes. The name and address of each holder of one or more Notes, each
transfer thereof and the name and address of each transferee of one or more Notes shall be
registered in such register. Prior to due presentment for registration of transfer, the Person in
whose name any Note shall be registered shall be deemed and treated as the owner and holder thereof
for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the
contrary. The Company shall give to any holder of a Note that is an Institutional Investor
promptly upon request therefor, a complete and correct copy of the names and addresses of all
registered holders of Notes.




13.2. Transfer and Exchange of Notes.



Upon surrender of any Note at the principal executive office of the Company for registration
of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed
or accompanied by a written instrument of transfer duly executed by the registered holder of such
Note or its attorney duly authorized in writing and accompanied by the address for notices of each
transferee of such Note or part thereof), the Company shall execute and deliver, at the Company’s
expense (except as provided below), one or more new Notes (as requested by the holder thereof) in
exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the
surrendered Note. Each such new Note shall be payable to such Person as such holder may request
and shall be substantially in the form of Exhibit 1. Each such new Note shall be dated and bear
interest from the date to which interest shall have been paid on the surrendered Note or dated the
date of the surrendered Note if no interest shall have been paid thereon. The Company may require
payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any
such transfer of Notes. Notes shall not be transferred in denominations of less than $500,000,
provided that if necessary to enable the registration of transfer by a holder of its entire holding
of Notes, one Note may be in a denomination of less than $500,000. Any transferee, by its
acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have
made the representation set forth in Section 6.2.




13.3. Replacement of Notes.



Upon receipt by the Company of evidence reasonably satisfactory to it of the ownership of and
the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of an
Institutional Investor, notice from such Institutional Investor of such ownership and such loss,
theft, destruction or mutilation), and



(a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it
(provided that if the holder of such Note is, or is a nominee for, an original Purchaser or a
Qualified Institutional Buyer, such Person’s own unsecured agreement of indemnity shall be deemed
to be satisfactory), or



(b) in the case of mutilation, upon surrender and cancellation thereof,



the Company at its own expense shall execute and deliver, in lieu thereof, a new Note, dated and
bearing interest from the date to which interest shall have been paid on such lost, stolen,
destroyed or mutilated Note or dated the date of such lost, stolen, destroyed or mutilated Note if
no interest shall have been paid thereon.




	14.	 	PAYMENTS ON NOTES.






14.1. Place of Payment.



Subject to Section 14.2, payments of principal, Make-Whole Amount, if any, and interest
becoming due and payable on the Notes shall be made in New York, New York at the principal office
of Bank of America, N.A. in such jurisdiction. The Company may at any time, by notice to each
holder of a Note, change the place of payment of the Notes so long as such place of payment shall
be either the principal office of the Company in such jurisdiction or the principal office of a
bank or trust company in such jurisdiction.




14.2. Home Office Payment.



So long as any Purchaser or its nominee shall be the holder of any Note, and notwithstanding
anything contained in Section 14.1 or in such Note to the contrary, the Company will pay all sums
becoming due on such Note for principal, Make-Whole Amount, if any, and interest by the method and
at the address specified for such purpose below such Purchaser’s name in Schedule A, or by such
other method or at such other address as such Purchaser shall have from time to time specified to
the Company in writing for such purpose, without the presentation or surrender of such Note or the
making of any notation thereon, except that upon written request of the Company made concurrently
with or reasonably promptly after payment or prepayment in full of any Note, such Purchaser shall
surrender such Note for cancellation, reasonably promptly after any such request, to the Company at
its principal executive office or at the place of payment most recently designated by the Company
pursuant to Section 14.1. Prior to any sale or other disposition of any Note held by a Purchaser
or its nominee such Purchaser will, at its election, either endorse thereon the amount of principal
paid thereon and the last date to which interest has been paid thereon or surrender such Note to
the Company in exchange for a new Note or Notes pursuant to Section 13.2. The Company will afford
the benefits of this Section 14.2 to any Qualified Institutional Buyer or Institutional Investor
that is the direct or indirect transferee of any Note purchased by a Purchaser under this Agreement
and that has made the same agreement relating to such Note as the Purchasers have made in this
Section 14.2.




	15.	 	EXPENSES, ETC.






15.1. Transaction Expenses.



Whether or not the transactions contemplated hereby are consummated, the Company will pay all
costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably
required, local or other counsel) incurred by the Purchasers and each other holder of a Note in
connection with such transactions and in connection with any amendments, waivers or consents under
or in respect of this Agreement or the Notes (whether or not such amendment, waiver or consent
becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing
or defending (or determining whether or how to enforce or defend) any rights under this Agreement
or the Notes or in responding to any subpoena or other legal process or informal investigative
demand issued in connection with this Agreement or the Notes, or by reason of being a holder of any
Note, and (b) the costs and expenses, including financial advisors’ fees, incurred in connection
with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any
work-out or restructuring of the transactions contemplated hereby and by the Notes. The Company
will pay, and will save each Purchaser and each other holder of a Note harmless from, all claims in
respect of any fees, costs or expenses if any, of brokers and finders (other than those, if any,
retained by a Purchaser or other holder in connection with its purchase of the Notes).




15.2. Survival.



The obligations of the Company under this Section 15 will survive the payment or transfer of
any Note, the enforcement, amendment or waiver of any provision of this Agreement or the Notes, and
the termination of this Agreement.




	16.	 	SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.





All representations and warranties contained herein shall survive the execution and delivery
of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion
thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent
holder of a Note, regardless of any investigation made at any time by or on behalf of such
Purchaser or any other holder of a Note. All statements contained in any certificate or other
instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed
representations and warranties of the Company under this Agreement. Subject to the preceding
sentence, this Agreement and the Notes embody the entire agreement and understanding between each
Purchaser and the Company and supersede all prior agreements and understandings relating to the
subject matter hereof.




	17.	 	AMENDMENT AND WAIVER.






17.1. Requirements.



This Agreement and the Notes may be amended, and the observance of any term hereof or of the
Notes may be waived (either retroactively or prospectively), with (and only with) the written
consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of
the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used
therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing,
and (b) no such amendment or waiver may, without the written consent of the holder of each Note at
the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to
acceleration or rescission, change the amount or time of any prepayment or payment of principal of,
or reduce the rate or change the time of payment or method of computation of interest or of the
Make-Whole Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes
the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of
Sections 8, 11(a), 11(b), 12, 17 or 20.




17.2. Solicitation of Holders of Notes.



(a) Solicitation.  The Company will provide each holder of the Notes (irrespective of the
amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the
date a decision is required, to enable such holder to make an informed and considered decision with
respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof or
of the Notes. The Company will deliver executed or true and correct copies of each amendment,
waiver or consent effected pursuant to the provisions of this Section 17 to each holder of
outstanding Notes promptly following the date on which it is executed and delivered by, or receives
the consent or approval of, the requisite holders of Notes.



(b) Payment.  The Company will not directly or indirectly pay or cause to be paid any
remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any
security or provide other credit support, to any holder of Notes as consideration for or as an
inducement to the entering into by any holder of Notes of any waiver or amendment of any of the
terms and provisions hereof unless such remuneration is concurrently paid, or security is
concurrently granted or other credit support is concurrently provided, on the same terms, ratably
to each holder of Notes then outstanding even if such holder did not consent to such waiver or
amendment.




17.3. Binding Effect, etc.



Any amendment or waiver consented to as provided in this Section 17 applies equally to all
holders of Notes and is binding upon them and upon each future holder of any Note and upon the
Company without regard to whether such Note has been marked to indicate such amendment or waiver.
No such amendment or waiver will extend to or affect any obligation, covenant, agreement, Default
or Event of Default not expressly amended or waived or impair any right consequent thereon. No
course of dealing between the Company and the holder of any Note nor any delay in exercising any
rights hereunder or under any Note shall operate as a waiver of any rights of any holder of such
Note. As used herein, the term “this Agreement” and references thereto shall mean this Agreement
as it may from time to time be amended or supplemented.




17.4. Notes held by Company, etc.



Solely for the purpose of determining whether the holders of the requisite percentage of the
aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver
or consent to be given under this Agreement or the Notes, or have directed the taking of any action
provided herein or in the Notes to be taken upon the direction of the holders of a specified
percentage of the aggregate principal amount of Notes then outstanding, Notes directly or
indirectly owned by the Company or any of its Affiliates shall be deemed not to be outstanding.




	18.	 	NOTICES.





All notices and communications provided for hereunder shall be in writing and sent (a) by
telecopy if the sender on the same day sends a confirming copy of such notice by a recognized
overnight delivery service (charges prepaid), or (b) by registered or certified mail with return
receipt requested (postage prepaid), or (c) by a recognized overnight delivery service (with
charges prepaid). Any such notice must be sent:




(i) if to any Purchaser or its nominee, to such Purchaser or nominee at the
address specified for such communications in Schedule A, or at such other address as such
Purchaser or nominee shall have specified to the Company in writing,




(ii) if to any other holder of any Note, to such holder at such address as such
other holder shall have specified to the Company in writing, or




(iii) if to the Company, to the Company at its address set forth at the
beginning hereof to the attention of John Schmitz, Executive Vice President and Chief
Financial Officer, or at such other address as the Company shall have specified to the
holder of each Note in writing.



Notices under this Section 18 will be deemed given only when actually received.




	19.	 	REPRODUCTION OF DOCUMENTS.





This Agreement and all documents relating thereto, including, without limitation, (a)
consents, waivers and modifications that may hereafter be executed, (b) documents received by any
Purchaser at the Closing (except the Notes themselves), and (c) financial statements, certificates
and other information previously or hereafter furnished to any Purchaser, may be reproduced by such
Purchaser by any photographic, photostatic, microfilm, microcard, miniature photographic,
electronic or digital, or other similar process and such Purchaser may destroy any original
document so reproduced. The Company agrees and stipulates that, to the extent permitted by
applicable law, any such reproduction shall be admissible in evidence as the original itself in any
judicial or administrative proceeding (whether or not the original is in existence and whether or
not such reproduction was made by such Purchaser in the regular course of business) and any
enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in
evidence. This Section 19 shall not prohibit the Company or any other holder of Notes from
contesting any such reproduction to the same extent that it could contest the original, or from
introducing evidence to demonstrate the inaccuracy of any such reproduction.




	20.	 	CONFIDENTIAL INFORMATION.





For the purposes of this Section 20, “Confidential Information” means information delivered to
any Purchaser by or on behalf of the Company or any Subsidiary in connection with the transactions
contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was
clearly marked or labeled or otherwise adequately identified when received by such Purchaser as
being confidential information of the Company or such Subsidiary, provided that such term does not
include information that (a) was publicly known or otherwise known to such Purchaser prior to the
time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such
Purchaser or any person acting on such Purchaser’s behalf, (c) otherwise becomes known to such
Purchaser other than through disclosure by the Company or any Subsidiary or (d) constitutes
financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly
available. Each Purchaser will maintain the confidentiality of such Confidential Information in
accordance with procedures adopted by such Purchaser in good faith to protect confidential
information of third parties delivered to such Purchaser, provided that such Purchaser may deliver
or disclose Confidential Information to (i) its directors, officers, employees, agents, attorneys,
trustees and affiliates (to the extent such disclosure reasonably relates to the administration of
the investment represented by its Notes), (ii) its financial advisors and other professional
advisors who agree to hold confidential the Confidential Information substantially in accordance
with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional
Investor to which it sells or offers to sell such Note or any part thereof or any participation
therein (if such Person has agreed in writing prior to its receipt of such Confidential Information
to be bound by the provisions of this Section 20), (v) any Person from which it offers to purchase
any security of the Company (if such Person has agreed in writing prior to its receipt of such
Confidential Information to be bound by the provisions of this Section 20), (vi) any Federal or
state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or,
in each case, any similar organization, or any nationally recognized rating agency that requires
access to information about such Purchaser’s investment portfolio or (viii) any other Person to
which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any
law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or
other legal process, (y) in connection with any litigation to which such Purchaser is a party or
(z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may
reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement
or for the protection of the rights and remedies under such Purchaser’s Notes and this Agreement.
Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by
and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement.
On reasonable request by the Company in connection with the delivery to any holder of a Note of
information required to be delivered to such holder under this Agreement or requested by such
holder (other than a holder that is a party to this Agreement or its nominee), such holder will
enter into an agreement with the Company embodying the provisions of this Section 20.




	21.	 	SUBSTITUTION OF PURCHASER.





Each Purchaser shall have the right to substitute any one of its Affiliates as the purchaser
of the Notes that it has agreed to purchase hereunder, by written notice to the Company, which
notice shall be signed by both such Purchaser and such Affiliate, shall contain such Affiliate’s
agreement to be bound by this Agreement and shall contain a confirmation by such Affiliate of the
accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such
notice, any reference to such Purchaser in this Agreement (other than in this Section 21), shall be
deemed to refer to such Affiliate in lieu of such original Purchaser. In the event that such
Affiliate is so substituted as a Purchaser hereunder and such Affiliate thereafter transfers to
such original Purchaser all of the Notes then held by such Affiliate, upon receipt by the Company
of notice of such transfer, any reference to such Affiliate as a “Purchaser” in this Agreement
(other than in this Section 21), shall no longer be deemed to refer to such Affiliate, but shall
refer to such original Purchaser, and such original Purchaser shall again have all the rights of an
original holder of the Notes under this Agreement.




	22.	 	MISCELLANEOUS.






22.1. Successors and Assigns.



All covenants and other agreements contained in this Agreement by or on behalf of any of the
parties hereto bind and inure to the benefit of their respective successors and assigns (including,
without limitation, any subsequent holder of a Note) whether so expressed or not.




22.2. Payments Due on Non-Business Days.



Anything in this Agreement or the Notes to the contrary notwithstanding (but without limiting
the requirement in Section 8.3 that the notice of any optional prepayment specify a Business Day as
the date fixed for such prepayment), any payment of principal of or Make-Whole Amount or interest
on any Note that is due on a date other than a Business Day shall be made on the next succeeding
Business Day without including the additional days elapsed in the computation of the interest
payable on such next succeeding Business Day; provided that if the maturity date of any Notes is a
date other than a Business Day, the payment otherwise due on such maturity date shall be made on
the next succeeding Business Day and shall include the additional days elapsed in the computation
of interest payable on such next succeeding Business Day.




22.3. Accounting Terms.



All accounting terms used herein which are not expressly defined in this Agreement have the
meanings respectively given to them in accordance with GAAP. Except as otherwise specifically
provided herein, (i) all computations made pursuant to this Agreement shall be made in accordance
with GAAP, and (ii) all financial statements shall be prepared in accordance with GAAP.




22.4. Severability.



Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability
without invalidating the remaining provisions hereof, and any such prohibition or unenforceability
in any jurisdiction shall (to the full extent permitted by law) not invalidate or render
unenforceable such provision in any other jurisdiction.




22.5. Construction.



Each covenant contained herein shall be construed (absent express provision to the contrary)
as being independent of each other covenant contained herein, so that compliance with any one
covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with
any other covenant. Where any provision herein refers to action to be taken by any Person, or
which such Person is prohibited from taking, such provision shall be applicable whether such action
is taken directly or indirectly by such Person.




22.6. Counterparts.



This Agreement may be executed in any number of counterparts, each of which shall be an
original but all of which together shall constitute one 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.




22.7. Governing Law.



This Agreement shall be construed and enforced in accordance with, and the rights of the
parties shall be governed by, the law of the State of New York excluding choice of law principles
of the law of such State that would permit the application of the laws of a jurisdiction other than
such State.




22.8. Jurisdiction and Process; Waiver of Jury Trial.



(a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or
federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or
proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent
permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of
motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such
court, any objection that it may now or hereafter have to the laying of the venue of any such suit,
action or proceeding brought in any such court and any claim that any such suit, action or
proceeding brought in any such court has been brought in an inconvenient forum.



(b) The Company consents to process being served by or on behalf of any holder of Notes in any
suit, action or proceeding of the nature referred to in Section 22.8(a) by mailing a copy thereof
by registered or certified mail (or any substantially similar form of mail), postage prepaid,
return receipt requested, to it at its address specified in Section 18 or at such other address of
which such holder shall then have been notified pursuant to said Section. The Company agrees that
such service upon receipt (i) shall be deemed in every respect effective service of process upon it
in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by
applicable law, be taken and held to be valid personal service upon and personal delivery to it.
Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt
furnished by the United States Postal Service or any reputable commercial delivery service.



(c) Nothing in this Section 22.8 shall affect the right of any holder of a Note to serve
process in any manner permitted by law, or limit any right that the holders of any of the Notes may
have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to
enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.



(d) The parties hereto hereby waive trial by jury in any action brought on or with respect to
this Agreement, the Notes or any other document executed in connection herewith or therewith.



3




The execution hereof by the Purchasers shall constitute a contract among the Company
and the Purchasers for the uses and purposes hereinabove set forth.




Very truly yours,




CHS INC.




By:      

Name:

Title:





The foregoing is hereby agreed to

as of the date thereof.



[PURCHASERS]



By:      

Name:

Title:




4




SCHEDULE A

INFORMATION AS TO PURCHASERS




	 	 	 	 	 
	Purchaser Name	 	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
	Name in which to register Note(s)	 	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
	Note Registration Number(s);	 	 
	Principal Amount(s)	 	RI-1; $59,390,000
	 	 	Federal Funds Wire Transfer
	 	 	JPMorgan Chase Bank
	 	 	New York, NY
	 	 	ABA No.: 021-000-021
	Payment on account of Note(s)	 	Account Name:	Prudential Managed Portfolio
	Method	 	Account No.:	P86188
	Account Information	 	Ref:	“Accompanying Information” below and Security No. INV05998
	 	 	Name of Company: CHS INC.
	 	 	Description of Security: 6.18% Series I Senior Notes due October
	 	 	4,
	 	 	2017
	 
	 	PPN: 12542R B*0
	 
	 	Due date and application (as among principal, interest and
	Accompanying Information
	 	Make-Whole Amount) of the payment being made:
	 
	 	 	 	 
	 
	 	The Prudential Insurance Company of America
	 
	 	c/o Investment Operations Group
	 
	 	Gateway Center Two, 10th Floor
	 
	 	100 Mulberry Street
	 
	 	Newark, NJ 07102
	 
	 	Attention:  Manager, Billings and Collections
	 
	 	Recipient of telephonic prepayment notices:
	 
	 	Manager, Trade Management Group
	Address/Fax for Notices Related
	 	Tel: 973-367-3141
	to Payments
	 	Fax: 888-889-3832
	 
	 	 	 	 
	 
	 	The Prudential Insurance Company of America
	 
	 	c/o Prudential Capital Group
	 
	 	Two Prudential Plaza
	 
	 	180 North Stetson, Suite 5600
	 
	 	Chicago, IL  60601-6716
	Address/Fax for All Other Notices
	 	Attn:  Managing Director
	 
	 	 	 	 
	 
	 	Prudential Capital Group
	 
	 	Two Prudential Plaza
	 
	 	180 North Stetson, Suite 5600
	 
	 	Chicago, IL  60601-6716
	Instructions re: Delivery of Notes
	 	Attn:  Wiley S. Adams, Esq.
	 
	 	 	 	 
	 
	 	THE PRUDENTIAL INSURANCE COMPANY
	 
	 	OF AMERICA
	 
	 	By:  ___________________________________
	 
	 	Name:
	Signature Block
	 	Title: Vice President
	 
	 	 	 	 
	Tax Identification Number
	 	 	22-1211670	 
	 
	 	 	 	 






5




	 	 	 	 	 
	Purchaser Name	 	UNIVERSAL PRUDENTIAL ARIZONA REINSURANCE COMPANY
	Name in which to register Note(s)	 	UNIVERSAL PRUDENTIAL ARIZONA REINSURANCE COMPANY
	Note Registration Number(s);	 	 
	Principal Amount(s)	 	RI-2; $7,500,000
	 	 	Federal Funds Wire Transfer
	 	 	JPMorgan Chase Bank
	 	 	New York, NY
	 	 	ABA No.: 021-000-021
	Payment on account of Note(s)	 	Account Name:	UPARC PLAZ Trust 2 - Privates
	Method	 	Account No.:	P86393
	Account Information	 	Ref:	“Accompanying Information” below and Security No. INV05998
	 	 	Name of Company: CHS INC.
	 	 	Description of Security: 6.18% Series I Senior Notes due October
	 	 	4,
	 	 	2017
	 
	 	PPN: 12542R B*0
	 
	 	Due date and application (as among principal, interest and
	Accompanying Information
	 	Make-Whole Amount) of the payment being made:
	 
	 	 	 	 
	 
	 	Universal Prudential Arizona Reinsurance Company
	 
	 	c/o The Prudential Insurance Company of America
	 
	 	c/o Investment Operations Group
	 
	 	Gateway Center Two, 10th Floor
	 
	 	100 Mulberry Street
	 
	 	Newark, NJ  07102-4077
	 
	 	Attn:  Manager, Billings and Collections
	 
	 	Recipient of telephonic prepayment notices:
	 
	 	Manager, Trade Management Group
	Address/Fax for Notices Related
	 	Tel: 973-367-3141
	to Payments
	 	Fax: 888-889-3832
	 
	 	 	 	 
	 
	 	Universal Prudential Arizona Reinsurance Company
	 
	 	c/o Prudential Capital Group
	 
	 	Two Prudential Plaza
	 
	 	180 North Stetson, Suite 5600
	 
	 	Chicago, IL  60601-6716
	Address/Fax for All Other Notices
	 	Attn:  Managing Director
	 
	 	 	 	 
	 
	 	Prudential Capital Group
	 
	 	Two Prudential Plaza
	 
	 	180 North Stetson, Suite 5600
	 
	 	Chicago, IL  60601-6716
	Instructions re: Delivery of Notes
	 	Attn:  Wiley S. Adams, Esq.
	 
	 	 	 	 
	 
	 	UNIVERSAL PRUDENTIAL ARIZONA REINSURANCE COMPANY
	 
	 	By: Prudential Investment Management, Inc.,
	 
	 	as investment manager
	 
	 	By:  ______________________________
	 
	 	Name:
	Signature Block
	 	Title:  Vice President
	 
	 	 	 	 
	Tax Identification Number
	 	 	41-2214052	 
	 
	 	 	 	 






6




	 	 	 	 	 
	Purchaser Name PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY
	Name in which to register Note(s)	 	PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY
	Note Registration Number(s);	 	 
	Principal Amount(s)	 	RI-3; $2,100,000
	 	 	Federal Funds Wire Transfer
	 	 	JPMorgan Chase Bank
	 	 	New York, NY
	 	 	ABA No.: 021-000-021
	Payment on account of Note(s)	 	Account Name: PRIAC - SA - Health Care Service Corp. - Privates
	Method	 	Account No. P86341
	Account Information	 	Ref:	“Accompanying Information” below and Security No. INV05998
	 	 	Name of Company: CHS INC.
	 	 	Description of Security: 6.18% Series I Senior Notes due October
	 	 	4,
	 	 	2017
	 
	 	PPN: 12542R B*0
	 
	 	Due date and application (as among principal, interest and
	Accompanying Information
	 	Make-Whole Amount) of the payment being made:
	 
	 	 	 	 
	 
	 	Prudential Retirement Insurance and Annuity Company
	 
	 	c/o Prudential Investment Management, Inc.
	 
	 	Private Placement Trade Management
	 
	 	PRIAC Administration
	 
	 	Gateway Center Four, 7th Floor
	 
	 	100 Mulberry Street
	 
	 	Newark, New Jersey  07102
	Address/Fax for Notices Related
	 	Tel: 973-802-8107
	to Payments
	 	Fax: 888-889-3832
	 
	 	 	 	 
	 
	 	Prudential Retirement Insurance and Annuity Company
	 
	 	c/o Prudential Capital Group
	 
	 	Two Prudential Plaza
	 
	 	180 North Stetson, Suite 5600
	 
	 	Chicago, IL 60601-6716
	Address/Fax for All Other Notices
	 	Attn:  Managing Director
	 
	 	 	 	 
	 
	 	Prudential Capital Group
	 
	 	Two Prudential Plaza
	 
	 	180 North Stetson, Suite 5600
	 
	 	Chicago, IL  60601-6716
	Instructions re: Delivery of Notes
	 	Attn:  Wiley S. Adams, Esq.
	 
	 	 	 	 
	 
	 	PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY
	 
	 	By: Prudential Investment Management, Inc., as investment manager
	 
	 	By: _______________________________________
	 
	 	Name:
	Signature Block
	 	Title: Vice President
	 
	 	 	 	 
	Tax Identification Number
	 	 	06-1050034	 
	 
	 	 	 	 






7




	 	 	 	 	 
	Purchaser Name	 	PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
	Name in which to register Note(s)	 	PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
	Note Registration Number(s);	 	 
	Principal Amount(s)	 	RI-4; $1,010,000
	 	 	Federal Funds Wire Transfer
	 	 	JPMorgan Chase Bank
	 	 	New York, NY
	 	 	ABA No.: 021-000-021
	Payment on account of Note(s)	 	Account No.:	P86202
	Method	 	Account Name:	Pruco Life of New Jersey Private Placement
	Account Information	 	Ref:	“Accompanying Information” below and Security No. INV05998.
	 	 	Name of Company: CHS INC.
	 	 	Description of Security: 6.18% Series I Senior Notes due October
	 	 	4,
	 	 	2017
	 
	 	PPN: 12542R B*0
	 
	 	Due date and application (as among principal, interest and
	Accompanying Information
	 	Make-Whole Amount) of the payment being made:
	 
	 	 	 	 
	 
	 	Pruco Life Insurance Company of New Jersey
	 
	 	c/o The Prudential Insurance Company of America
	 
	 	c/o Investment Operations Group
	 
	 	Gateway Center Two, 10th Floor
	 
	 	100 Mulberry Street
	 
	 	Newark, NJ 07102
	 
	 	Attention:  Manager, Billings and Collections
	 
	 	Recipient of telephonic prepayment notices:
	 
	 	Manager, Trade Management Group
	Address/Fax for Notices Related
	 	Tel: 973-367-3141
	to Payments
	 	Fax: 888-889-3832
	 
	 	 	 	 
	 
	 	Pruco Life Insurance Company of New Jersey
	 
	 	c/o Prudential Capital Group
	 
	 	Two Prudential Plaza
	 
	 	180 North Stetson, Suite 5600
	 
	 	Chicago, IL 60601-6716
	Address/Fax for All Other Notices
	 	Attn:  Managing Director
	 
	 	 	 	 
	 
	 	Prudential Capital Group
	 
	 	Two Prudential Plaza
	 
	 	180 North Stetson, Suite 5600
	 
	 	Chicago, IL  60601-6716
	Instructions re: Delivery of Notes
	 	Attn:  Wiley S. Adams, Esq.
	 
	 	 	 	 
	 
	 	PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
	 
	 	By:  ___________________________________
	 
	 	Name:
	Signature Block
	 	Title: Vice President
	 
	 	 	 	 
	Tax Identification Number
	 	 	22-2426091	 
	 
	 	 	 	 






8




	 	 	 	 	 
	Purchaser Name	 	THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
	Name in which to register Note(s)	 	THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
	Note Registration Number(s);	 	 
	Principal Amount(s)	 	RI-5; $50,000,000
	 	 	Federal Funds Wire Transfer
	 	 	US Bank
	 	 	777 East Wisconsin Avenue
	 	 	Milwaukee, WI 53202
	 	 	ABA #075000022
	Payment on account of Note(s)	 	For the account of: Northwestern Mutual Life
	Method	 	Account No. 182380324521
	Account information	 	Ref:	“Accompanying Information” below
	 	 	Name of Company: CHS INC.
	 	 	Description of Security: 6.18% Series I Senior Notes due October
	 	 	4,
	 	 	2017
	 
	 	PPN: 12542R B*0
	 
	 	Due date and application (as among principal, interest and
	Accompanying information
	 	Make-Whole Amount) of the payment being made:
	 
	 	 	 	 
	 
	 	The Northwestern Mutual Life Insurance Company
	 
	 	720 East Wisconsin Avenue
	 
	 	Milwaukee, WI   53202
	Address / Fax # for notices
	 	Attention:  Investment Operations
	related to payments
	 	Fax:  (414) 625-6998
	 
	 	 	 	 
	 
	 	The Northwestern Mutual Life Insurance Company
	 
	 	720 East Wisconsin Avenue
	 
	 	Milwaukee, WI   53202
	Address / Fax # for all other
	 	Attention:  Securities Department
	notices
	 	Fax:  (414) 665-7124
	 
	 	 	 	 
	 
	 	The Northwestern Mutual Life Insurance Company
	 
	 	720 East Wisconsin Avenue
	 
	 	Milwaukee, WI   53202
	Instructions re Delivery of Notes
	 	Attention:  Anne T. Brower, Law Department
	 
	 	 	 	 
	 
	 	THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
	 
	 	By:  ___________________________________
	 
	 	Name:
	Signature Block
	 	Title: Its Authorized Representative
	 
	 	 	 	 
	Tax identification number
	 	 	39-0509570	 
	 
	 	 	 	 






9




	 	 	 	 	 
	Purchaser Name	 	STATE FARM LIFE INSURANCE COMPANY
	Name in which to register Note(s)	 	STATE FARM LIFE INSURANCE COMPANY
	Note Registration Number(s);	 	 
	Principal Amount(s)	 	RI-6; $40,000,000
	 	 	Federal Funds Wire Transfer
	 	 	JPMorganChase
	 	 	ABA: 021000021
	 	 	Attn: SSG Private Income Processing
	 	 	A/C# 900 9	000200
	Payment on account of Note(s)	 	For further credit to: State Farm Life Insurance Company
	Method	 	Custody Account # G06893
	Account information	 	Ref: “Accompanying Information” below
	 	 	Name of Company: CHS INC.
	 	 	Description of Security: 6.18% Series I Senior Notes due October
	 	 	4,
	 	 	2017
	 
	 	PPN: 12542R B*0
	 
	 	Due date and application (as among principal, interest and
	Accompanying information
	 	Make-Whole Amount) of the payment being made:
	 
	 	 	 	 
	 
	 	State Farm Life Insurance Company
	 
	 	Investment Accounting Dept. D-3
	Address / Fax # for notices
	 	One State Farm Plaza
	related to payments
	 	Bloomington, IL   61710
	 
	 	 	 	 
	 
	 	State Farm Life Insurance Company
	 
	 	Investment Dept. E-8
	 
	 	One State Farm Plaza
	Address / Fax # for all other
	 	Bloomington, IL   61710
	notices
	 	Email: privateplacements@statefarm.com
	 
	 	 	 	 
	 
	 	JPMorganChase
	 
	 	4 New York Plaza
	 
	 	Ground Floor Receive Window
	 
	 	New York, NY 10041
	Instructions re Delivery of Notes
	 	Ref:  Account: G06893
	 
	 	 	 	 
	 
	 	STATE FARM LIFE INSURANCE COMPANY
	 
	 	By:_________________________________________
	 
	 	Name:
	 
	 	Title:
	 
	 	By:_________________________________________
	 
	 	Name:
	Signature Block
	 	Title:
	 
	 	 	 	 
	Tax identification number
	 	 	37-0533090	 
	 
	 	 	 	 






10




	 	 	 	 	 
	Purchaser Name	 	JOHN HANCOCK LIFE INSURANCE COMPANY
	Name in which to register Note(s)	 	JOHN HANCOCK LIFE INSURANCE COMPANY
	Note Registration Number(s);	 	RI-7; $14,000,000
	Principal Amount(s)	 	RI-8; $7,000,000
	 	 	Federal Funds Wire Transfer
	 	 	JPMorgan Chase Bank, N.A.
	 	 	ABA No. 071000013
	Payment on account of Note(s)	 	Account of: John Hancock Champaign Service Center - Mortgage/Bond
	Method	 	Account Number: 617423603
	Account information	 	On order of: “Accompanying Information” below
	 	 	Name of Company: CHS INC.
	 	 	Description of Security: 6.18% Series I Senior Notes due October
	 	 	4,
	 	 	2017
	 
	 	PPN: 12542R B*0
	 
	 	Due date and application (as among principal, interest and
	Accompanying information
	 	Make-Whole Amount) of the payment being made:
	 
	 	 	 	 
	 
	 	John Hancock Life Insurance Company
	 
	 	201 Knollwood Drive, Suite A
	 
	 	Champaign, IL  61820-7594
	 
	 	Attn: Accounting
	 
	 	Fax: (217) 356-1031
	 
	 	and
	 
	 	John Hancock Life Insurance Company
	 
	 	197 Clarendon St.
	 
	 	Boston, MA 02117
	 
	 	Attn: Bond & Corp. Finance Group, C-2
	 
	 	Fax: (617) 572-1165
	 
	 	Include:
	 
	 	(a) full name, interest rate and maturity date of the Notes or
	 
	 	other obligations
	 
	 	(b) allocation of payment between principal and interest and any
	 
	 	special payment
	Address / Fax # for notices
	 	(c) name and address of Bank (or Trustee) from which the wire
	related to payments
	 	transfer was sent
	 
	 	 	 	 
	 
	 	John Hancock Life Insurance Company
	 
	 	201 Knollwood Drive, Suite A
	 
	 	Champaign, IL  61820-7594
	 
	 	Attn: Accounting
	 
	 	Fax: (217) 356-1031
	 
	 	and
	 
	 	John Hancock Life Insurance Company
	 
	 	197 Clarendon St.
	 
	 	Boston, MA 02117
	 
	 	Attn: Bond & Corp. Finance Group, C-2
	 
	 	Fax: (617) 572-1165
	 
	 	with a copy of notices regarding Financial statements and
	 
	 	Certificates of Compliance with financial covenants to:
	 
	 	John Hancock Life Insurance Company
	 
	 	7760 France Avenue South
	 
	 	Suite 1165, 11th Floor
	 
	 	Bloomington, MN  55435
	Address / Fax # for all other
	 	Attn: Jacquelin Ryan
	notices
	 	Fax: (610) 728-7104
	 
	 	 	 	 
	 
	 	John Hancock Life Insurance Company
	 
	 	197 Clarendon St., C-3
	 
	 	Boston, MA 02117
	Instructions re Delivery of Notes
	 	Attn:  Pamela Memishian, Esq.
	 
	 	 	 	 
	 
	 	JOHN HANCOCK LIFE INSURANCE COMPANY
	 
	 	By:_________________________________
	 
	 	Name:
	Signature Block
	 	Title:
	 
	 	 	 	 
	Tax identification number
	 	 	04-1414660	 
	 
	 	 	 	 






11




	 	 	 	 	 
	Purchaser Name	 	JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY
	Name in which to register Note(s)	 	JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY
	Note Registration Number(s);	 	 
	Principal Amount(s)	 	RI-9; $7,000,000
	 	 	Federal Funds Wire Transfer
	 	 	JPMorgan Chase Bank, N.A.
	 	 	ABA No. 071000013
	Payment on account of Note(s)	 	Account of: John Hancock Champaign Service Center - Mortgage/Bond
	Method	 	Account Number: 617423603
	Account information	 	On order of: “Accompanying Information” below
	 	 	Name of Company: CHS INC.
	 	 	Description of Security: 6.18% Series I Senior Notes due October
	 	 	4,
	 	 	2017
	 
	 	PPN: 12542R B*0
	 
	 	Due date and application (as among principal, interest and
	Accompanying information
	 	Make-Whole Amount) of the payment being made:
	 
	 	 	 	 
	 
	 	John Hancock Life Insurance Company
	 
	 	201 Knollwood Drive, Suite A
	 
	 	Champaign, IL  61820-7594
	 
	 	Attn: Accounting
	 
	 	Fax: (217) 356-1031
	 
	 	and
	 
	 	John Hancock Life Insurance Company
	 
	 	197 Clarendon St.
	 
	 	Boston, MA 02117
	 
	 	Attn: Bond & Corp. Finance Group, C-2
	 
	 	Fax: (617) 572-1165
	 
	 	Include:
	 
	 	(d) full name, interest rate and maturity date of the Notes or
	 
	 	other obligations
	 
	 	(e) allocation of payment between principal and interest and any
	 
	 	special payment
	Address / Fax # for notices
	 	(f) name and address of Bank (or Trustee) from which the wire
	related to payments
	 	transfer was sent
	 
	 	 	 	 
	 
	 	John Hancock Life Insurance Company
	 
	 	201 Knollwood Drive, Suite A
	 
	 	Champaign, IL  61820-7594
	 
	 	Attn: Accounting
	 
	 	Fax: (217) 356-1031
	 
	 	and
	 
	 	John Hancock Life Insurance Company
	 
	 	197 Clarendon St.
	 
	 	Boston, MA 02117
	 
	 	Attn: Bond & Corp. Finance Group, C-2
	 
	 	Fax: (617) 572-1165
	 
	 	with a copy of notices regarding Financial statements and
	 
	 	Certificates of Compliance with financial covenants to:
	 
	 	John Hancock Life Insurance Company
	 
	 	7760 France Avenue South
	 
	 	Suite 1165, 11th Floor
	 
	 	Bloomington, MN  55435
	Address / Fax # for all other
	 	Attn: Jacquelin Ryan
	notices
	 	Fax: (610) 728-7104
	 
	 	 	 	 
	 
	 	John Hancock Life Insurance Company
	 
	 	197 Clarendon St., C-3
	 
	 	Boston, MA 02117
	Instructions re Delivery of Notes
	 	Attn:  Pamela Memishian, Esq.
	 
	 	 	 	 
	 
	 	JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY
	 
	 	By:_________________________________
	 
	 	Name:
	Signature Block
	 	Title:
	 
	 	 	 	 
	Tax identification number
	 	 	04-2664016	 
	 
	 	 	 	 






12




	 	 	 	 	 
	Purchaser Name	 	JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)
	Name in which to register Note(s)	 	JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)
	Note Registration Number(s);	 	 
	Principal Amount(s)	 	RI-10; $7,000,000
	 	 	Federal Funds Wire Transfer
	 	 	JPMorgan Chase Bank, N.A.
	 	 	ABA No. 071000013
	Payment on account of Note(s)	 	Account of: John Hancock Champaign Service Center - Mortgage/Bond
	Method	 	Account Number: 617423603
	Account information	 	On order of: “Accompanying Information” below
	 	 	Name of Company: CHS INC.
	 	 	Description of Security: 6.18% Series I Senior Notes due October
	 	 	4,
	 	 	2017
	 
	 	PPN: 12542R B*0
	 
	 	Due date and application (as among principal, interest and
	Accompanying information
	 	Make-Whole Amount) of the payment being made:
	 
	 	 	 	 
	 
	 	John Hancock Life Insurance Company
	 
	 	201 Knollwood Drive, Suite A
	 
	 	Champaign, IL  61820-7594
	 
	 	Attn: Accounting
	 
	 	Fax: (217) 356-1031
	 
	 	and
	 
	 	John Hancock Life Insurance Company
	 
	 	197 Clarendon St.
	 
	 	Boston, MA 02117
	 
	 	Attn: Bond & Corp. Finance Group, C-2
	 
	 	Fax: (617) 572-1165
	 
	 	Include:
	 
	 	(g) full name, interest rate and maturity date of the Notes or
	 
	 	other obligations
	 
	 	(h) allocation of payment between principal and interest and any
	 
	 	special payment
	Address / Fax # for notices
	 	(i) name and address of Bank (or Trustee) from which the wire
	related to payments
	 	transfer was sent
	 
	 	 	 	 
	 
	 	John Hancock Life Insurance Company
	 
	 	201 Knollwood Drive, Suite A
	 
	 	Champaign, IL  61820-7594
	 
	 	Attn: Accounting
	 
	 	Fax: (217) 356-1031
	 
	 	and
	 
	 	John Hancock Life Insurance Company
	 
	 	197 Clarendon St.
	 
	 	Boston, MA 02117
	 
	 	Attn: Bond & Corp. Finance Group, C-2
	 
	 	Fax: (617) 572-1165
	 
	 	with a copy of notices regarding Financial statements and
	 
	 	Certificates of Compliance with financial covenants to:
	 
	 	John Hancock Life Insurance Company
	 
	 	7760 France Avenue South
	 
	 	Suite 1165, 11th Floor
	 
	 	Bloomington, MN  55435
	Address / Fax # for all other
	 	Attn: Jacquelin Ryan
	notices
	 	Fax: (610) 728-7104
	 
	 	 	 	 
	 
	 	Manulife Financial
	 
	 	Securities Administration
	 
	 	200 Bloor St. East, NT5 C-29
	 
	 	Toronto, ON
	 
	 	 	M4W 1E5	 
	Instructions re Delivery of Notes
	 	Attn: Vito Pedota
	 
	 	 	 	 
	 
	 	JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)
	 
	 	By:_________________________________
	 
	 	Name:
	Signature Block
	 	Title:
	 
	 	 	 	 
	Tax identification number
	 	 	01-0233346	 
	 
	 	 	 	 






13




	 	 	 	 	 
	Purchaser Name	 	THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA
	Name in which to register Note(s)	 	THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA
	Note Registration Number(s);	 	 
	Principal Amount(s)	 	RI-11; $23,000,000
	 	 	Federal Funds Wire Transfer
	 	 	JP Morgan Chase
	 	 	ABA # 021-000-021
	 	 	Chase/NYC/CTR/BNF
	Payment on account of Note(s)	 	A/C 900-9-000200
	Method	 	Ref: A/C # G05978, Guardian Life and “Accompanying information”
	Account information	 	below
	 	 	Name of Company: CHS INC.
	 	 	Description of Security: 6.18% Series I Senior Notes due October
	 	 	4,
	 	 	2017
	 
	 	PPN: 12542R B*0
	 
	 	Due date and application (as among principal, interest and
	Accompanying information
	 	Make-Whole Amount) of the payment being made:
	 
	 	 	 	 
	 
	 	The Guardian Life Insurance Company of America
	 
	 	7 Hanover Square
	 
	 	New York, NY  10004-2616
	Address / Fax # for notices
	 	Attn: Barry Scheinholtz, Investment Department, 20-D
	related to payments
	 	Fax: (212) 919-2658 / 2656
	 
	 	 	 	 
	 
	 	The Guardian Life Insurance Company of America
	 
	 	7 Hanover Square
	 
	 	New York, NY  10004-2616
	Address / Fax # for all other
	 	Attn: Barry Scheinholtz, Investment Department, 20-D
	notices
	 	Fax: (212) 919-2658 / 2656
	 
	 	 	 	 
	 
	 	JPMorgan Chase
	 
	 	4 New York Plaza
	 
	 	Ground Floor Receive Window
	 
	 	New York, NY  10004
	Instructions re Delivery of Notes
	 	Ref: A/C # G05978, Guardian Life
	 
	 	 	 	 
	 
	 	THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA
	 
	 	By: ________________________________
	 
	 	Name:
	Signature Block
	 	Title:
	 
	 	 	 	 
	Tax identification number
	 	 	13-5123390	 
	 
	 	 	 	 






14




	 	 	 	 	 
	Purchaser Name	 	BERKSHIRE LIFE INSURANCE COMPANY OF AMERICA
	Name in which to register Note(s)	 	BERKSHIRE LIFE INSURANCE COMPANY OF AMERICA
	Note Registration Number(s);	 	 
	Principal Amount(s)	 	RI-12; $5,000,000
	 	 	Federal Funds Wire Transfer
	 	 	JP Morgan Chase
	 	 	ABA # 021-000-021
	 	 	Chase/NYC/CTR/BNF
	Payment on account of Note(s)	 	A/C 900-9-000200
	Method	 	Ref: A/C # G07064, Berkshire Life Insurance and “Accompanying
	Account information	 	information” below
	 	 	Name of Company: CHS INC.
	 	 	Description of Security: 6.18% Series I Senior Notes due October
	 	 	4,
	 	 	2017
	 
	 	PPN: 12542R B*0
	 
	 	Due date and application (as among principal, interest and
	Accompanying information
	 	Make-Whole Amount) of the payment being made:
	 
	 	 	 	 
	 
	 	Berkshire Life Insurance Company of America
	 
	 	c/o The Guardian Life Insurance Company of America
	 
	 	7 Hanover Square
	 
	 	New York, NY  10004-2616
	Address / Fax # for notices
	 	Attn: Barry Scheinholtz, Investment Department, 20-D
	related to payments
	 	Fax: (212) 919-2658 / 2656
	 
	 	 	 	 
	 
	 	Berkshire Life Insurance Company of America
	 
	 	c/o The Guardian Life Insurance Company of America
	 
	 	7 Hanover Square
	 
	 	New York, NY  10004-2616
	Address / Fax # for all other
	 	Attn: Barry Scheinholtz, Investment Department, 20-D
	notices
	 	Fax: (212) 919-2658 / 2656
	 
	 	 	 	 
	 
	 	JPMorgan Chase
	 
	 	4 New York Plaza
	 
	 	Ground Floor Receive Window
	 
	 	New York, NY  10004
	Instructions re Delivery of Notes
	 	Ref: A/C # G07064, Berkshire Life Insurance
	 
	 	 	 	 
	 
	 	BERKSHIRE LIFE INSURANCE COMPANY OF AMERICA
	 
	 	By: ________________________________
	 
	 	Name:
	Signature Block
	 	Title:
	 
	 	 	 	 
	Tax identification number
	 	 	75-1277524	 
	 
	 	 	 	 






15




	 	 	 	 	 
	Purchaser Name	 	THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
	Name in which to register Note(s)	 	THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
	Note Registration Number(s);	 	 
	Principal Amount(s)	 	RI-13; $2,000,000
	 	 	Federal Funds Wire Transfer
	 	 	JP Morgan Chase
	 	 	ABA # 021-000-021
	Payment on account of Note(s)	 	Chase/NYC/CTR/BNF
	Method	 	A/C 900-9-000200
	Account information	 	Ref: A/C # G53636, GIAC and “Accompanying information” below
	 	 	Name of Company: CHS INC.
	 	 	Description of Security: 6.18% Series I Senior Notes due October
	 	 	4,
	 	 	2017
	 
	 	PPN: 12542R B*0
	 
	 	Due date and application (as among principal, interest and
	Accompanying information
	 	Make-Whole Amount) of the payment being made:
	 
	 	 	 	 
	 
	 	The Guardian Insurance & Annuity Company, Inc.
	 
	 	c/o The Guardian Life Insurance Company of America
	 
	 	7 Hanover Square
	 
	 	New York, NY  10004-2616
	Address / Fax # for notices
	 	Attn: Barry Scheinholtz, Investment Department, 20-D
	related to payments
	 	Fax: (212) 919-2658 / 2656
	 
	 	 	 	 
	 
	 	The Guardian Insurance & Annuity Company, Inc.
	 
	 	c/o The Guardian Life Insurance Company of America
	 
	 	7 Hanover Square
	 
	 	New York, NY  10004-2616
	Address / Fax # for all other
	 	Attn: Barry Scheinholtz, Investment Department, 20-D
	notices
	 	Fax: (212) 919-2658 / 2656
	 
	 	 	 	 
	 
	 	JPMorgan Chase
	 
	 	4 New York Plaza
	 
	 	Ground Floor Receive Window
	 
	 	New York, NY  10004
	Instructions re Delivery of Notes
	 	Ref: A/C # G53636, GIAC
	 
	 	 	 	 
	 
	 	THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
	 
	 	By: ________________________________
	 
	 	Name:
	Signature Block
	 	Title:
	 
	 	 	 	 
	Tax identification number
	 	 	13-2656036	 
	 
	 	 	 	 






16




	 	 	 	 	 
	Purchaser Name	 	PRINCIPAL LIFE INSURANCE COMPANY
	Name in which to register Note(s)
	 	PRINCIPAL LIFE INSURANCE COMPANY
	 
	 	 	 	 
	 
	 	RI-14; $10,600,000
	 
	 	RI-15; $5,400,000
	 
	 	RI-16; $1,800,000
	Note Registration Number(s);
	 	RI-17; $1,200,000
	Principal Amount(s)
	 	RI-18; $1,000,000
	 
	 	 	 	 
	 
	 	Federal Funds Wire Transfer
	 
	 	Wells Fargo Bank N.A.
	 
	 	San Francisco, CA
	 
	 	ABA No.:  121000248
	 
	 	For credit to Principal Life Insurance Company
	Payment on account of Note(s)
	 	Account No.:  0000014752
	Method
	 	OBI PFGSE (S) B0069878()
	Account Information
	 	Ref: “Accompanying Information” below.
	 
	 	 	 	 
	 
	 	Name of Company: CHS INC.
	 
	 	Description of Security: 6.18% Series I Senior Notes due October
	 
	 	 	4,	 
	 
	 	 	2017	 
	 
	 	PPN: 12542R B*0
	 
	 	Due date and application (as among principal, interest and
	Accompanying Information
	 	Make-Whole Amount) of the payment being made:
	 
	 	 	 	 
	 
	 	Principal Global Investors, LLC
	 
	 	711 High Street, G-26
	 
	 	Des Moines, IA 50392-0800
	 
	 	Attn:  Fixed Income Private Placements
	 
	 	and via Email: Privateplacements2@exchange.principal.com
	 
	 	With a copy of any notices related to scheduled payments,
	 
	 	prepayments, rate reset notices to:
	 
	 	Principal Global Investors, LLC
	 
	 	711 High Street
	Address / Fax # for notices related
	 	Des Moines, IA 50392-0960
	to payments
	 	Attn:  Investment Accounting Fixed Income Securities
	 
	 	 	 	 
	 
	 	Principal Global Investors, LLC
	 
	 	711 High Street, G-26
	 
	 	Des Moines, IA 50392-0800
	 
	 	Attn:  Fixed Income Private Placements
	Address / Fax # for all other notices
	 	and via Email: Privateplacements2@exchange.principal.com
	 
	 	 	 	 
	 
	 	Principal Global Investors, LLC
	 
	 	711 High Street, G-34
	 
	 	Des Moines, IA 50392-0301
	Instructions re: delivery of Notes
	 	Attn.:  Sally Sorensen
	 
	 	 	 	 
	 
	 	PRINCIPAL LIFE INSURANCE COMPANY
	 
	 	By: Principal Global Investors, LLC
	 
	 	a Delaware limited liability company,
	 
	 	its authorized signatory
	 
	 	By:___________________________
	 
	 	Name:
	 
	 	Title:
	 
	 	By:___________________________
	 
	 	Name:
	Form signature block
	 	Title:
	 
	 	 	 	 
	Tax Identification Number
	 	 	42-0127290	 
	 
	 	 	 	 






17




	 	 	 	 	 
	Purchaser Name	 	STATE OF WISCONSIN INVESTMENT BOARD
	Name in which to register Note(s)	 	STATE OF WISCONSIN INVESTMENT BOARD
	Note Registration Number(s);	 	 
	Principal Amount(s)	 	RI-19; $15,000,000
	 	 	Federal Funds Wire Transfer
	 	 	Mellon Bank
	 	 	ABA No.: 011001234
	 	 	For credit to the State of Wisconsin Investment Board
	 	 	DDA# 064300
	Payment on account of Note(s)	 	Attn: MBS Income CC: 1195
	Method	 	For: SWIB Wis. Private Debt, SWBF0335002 and “Accompanying
	Account Information	 	Information” below.
	 	 	Name of Company: CHS INC.
	 	 	Description of Security: 6.18% Series I Senior Notes due October
	 	 	4,
	 	 	2017
	 
	 	PPN: 12542R B*0
	 
	 	Due date and application (as among principal, interest and
	Accompanying Information
	 	Make-Whole Amount) of the payment being made:
	 
	 	 	 	 
	 
	 	State of Wisconsin Investment Board
	 
	 	121 East Wilson Street
	 
	 	P. O. Box 7842
	 
	 	Madison, Wisconsin 53707-7842
	 
	 	Attn: Ms. Cindy Griffin, Accounting Supervisor
	Address / Fax # for notices related
	 	Phone: (608) 266-9136
	to payments
	 	Fax:  (608) 266-2436
	 
	 	 	 	 
	 
	 	State of Wisconsin Investment Board
	 
	 	121 East Wilson Street
	 
	 	Madison, Wisconsin 53703
	 
	 	Attention:  Portfolio Manager, Private Markets Group-Wisconsin
	Address / Fax # for all other notices
	 	Private Debt Portfolio
	 
	 	 	 	 
	 
	 	State of Wisconsin Investment Board
	 
	 	121 East Wilson Street
	 
	 	Madison, Wisconsin 53703
	 
	 	Attn: Ms. Cindy Griffin, Accounting Supervisor
	 
	 	Phone: (608) 266-9136
	Instructions re: delivery of Notes
	 	Fax:  (608) 266-2436
	 
	 	 	 	 
	 
	 	STATE OF WISCONSIN INVESTMENT BOARD
	 
	 	By: _______________________
	 
	 	Name: Christopher P. Presitigiacomo
	Form signature block
	 	Title: Portfolio Manager
	 
	 	 	 	 
	Tax Identification Number
	 	 	39-6006423	 
	 
	 	 	 	 






18




	 	 	 	 	 
	Purchaser Name	 	GENWORTH MORTGAGE INSURANCE CORPORATION
	Name in which to register Note(s)
	 	CUDD & CO.
	 
	 	 	 	 
	Note Registration Number(s);
Principal Amount(s)
	 	RI-20; $15,000,000
	 
	 	Federal Funds Wire Transfer
	 
	 	JPMorgan Chase Bank
	 
	 	ABA #021000021
	 
	 	Account Number: 9009002859
	 
	 	SWIFT Code: IRVTUS33
	 
	 	Acct Name: Private Placement Income Collection Account
	Payment on account of Note(s)
	 	Attn: PPP & I DEPARTMENT
	Method
	 	Reference: GNW Mtg Insurance Corp.and “Accompanying Information”
	Account Information
	 	below.
	 
	 	 	 	 
	 
	 	Name of Company: CHS INC.
	 
	 	Description of Security: 6.18% Series I Senior Notes due October
	 
	 	 	4,	 
	 
	 	 	2017	 
	 
	 	PPN: 12542R B*0
	 
	 	Due date and application (as among principal, interest and
	Accompanying Information
	 	Make-Whole Amount) of the payment being made:
	 
	 	 	 	 
	 
	 	Genworth Financial, Inc.
	 
	 	Account:  Genworth Mortgage Insurance Corporation
	 
	 	3001 Summer Street, 2nd Floor
	 
	 	Stamford, CT  06905
	 
	 	Attn:  Investments Trade Operations Manager
	 
	 	Telephone No: (203) 708-3368
	 
	 	Fax No:  (866) 745-3305
	 
	 	With a copy to: GNW.privateplacements@genworth.com
	 
	 	And:
	 
	 	JPMorgan Chase Bank
	 
	 	Private Placement
	 
	 	14201 Dallas Parkway, 13th Fl
	 
	 	Dallas, TX  75240
	 
	 	Attn: Rudy Paredes
	Address / Fax # for notices related
	 	Ref: GMICO, CUSIP/PPN and Security Description
	to payments
	 	P&I Contact: Dawn McIntyre – (718) 254-3023
	 
	 	 	 	 
	 
	 	Genworth Financial, Inc.
	 
	 	Account:  Genworth Mortgage Insurance Corporation
	 
	 	3001 Summer Street, 2nd Floor
	 
	 	Stamford, CT  06905
	 
	 	Attn:  Investments Trade Operations Manager
	 
	 	Telephone No: (203) 708-3368
	 
	 	Fax No:  (866) 745-3305
	Address / Fax # for all other notices
	 	With a copy to: GNW.privateplacements@genworth.com
	 
	 	 	 	 
	 
	 	JPMorgan Chase Bank
	 
	 	4 New York Plaza – 11th Fl
	 
	 	New York, NY  10004
	 
	 	Attn: John Bouquet (212) 623-2840
	Instructions re: delivery of Notes
	 	Ref: GMICO Account #G10205
	 
	 	 	 	 
	 
	 	GENWORTH MORTGAGE INSURANCE CORPORATION
	 
	 	By: _______________________
	 
	 	Name:
	Form signature block
	 	Title:
	 
	 	 	 	 
	Tax Identification Number
	 	 	31-0985858	 
	 
	 	 	 	 






19




	 	 	 	 	 
	Purchaser Name	 	AMERICAN UNITED LIFE INSURANCE COMPANY
	Name in which to register Note(s)	 	AMERICAN UNITED LIFE INSURANCE COMPANY
	Note Registration Number(s);	 	 
	Principal Amount(s)	 	RI-21; $4,000,000
	 	 	Federal Funds Wire Transfer
	 	 	Bank of New York
	 	 	ABA #021000018
	 	 	CREDIT A/C: GLA111566
	 	 	A/C Name: Institutional Custody Insurance Division
	Payment on account of Note(s)	 	FFC Custody: 186683
	Method	 	Custody Name: American United Life Insurance Co.
	Account Information	 	Ref: “Accompanying Information” below
	 	 	Name of Company: CHS INC.
	 	 	Description of Security: 6.18% Series I Senior Notes due October
	 	 	4,
	 	 	2017
	 
	 	PPN: 12542R B*0
	 
	 	Due date and application (as among principal, interest and
	Accompanying Information
	 	Make-Whole Amount) of the payment being made:
	 
	 	 	 	 
	 
	 	American United Life Insurance Company
	 
	 	One American Square
	 
	 	P.O. Box 368
	Address / Fax # for notices related
	 	Indianapolis, IN  46206
	to payments
	 	Attn:  Mike Bullock, Securities Department
	 
	 	 	 	 
	 
	 	American United Life Insurance Company
	 
	 	One American Square
	 
	 	P.O. Box 368
	 
	 	Indianapolis, IN  46206
	Address / Fax # for all other notices
	 	Attn:  Mike Bullock, Securities Department
	 
	 	 	 	 
	 
	 	Bank of New York
	 
	 	One Wall Street, 3rd Floor, Window A
	 
	 	New York, NY  10286
	 
	 	Attn:  Arnold Musella, Free Receive
	Instructions re: delivery of Notes
	 	Re:  American United Life, #186683
	 
	 	 	 	 
	 
	 	AMERICAN UNITED LIFE INSURANCE COMPANY
	 
	 	By: _______________________
	 
	 	Name: Kent R. Adams
	Form signature block
	 	Title: V.P. Fixed Income Securities
	 
	 	 	 	 
	Tax Identification Number
	 	 	35-0145825	 
	 
	 	 	 	 






20




	 	 	 	 	 
	Purchaser Name	 	THE STATE LIFE INSURANCE COMPANY
	Name in which to register Note(s)	 	THE STATE LIFE INSURANCE COMPANY
	Note Registration Number(s);	 	 
	Principal Amount(s)	 	RI-22; $4,000,000
	 	 	Federal Funds Wire Transfer
	 	 	Bank of New York
	 	 	ABA #021000018
	 	 	CREDIT A/C: GLA111566
	 	 	A/C Name: Institutional Custody Insurance Division
	Payment on account of Note(s)	 	FFC Custody #:	343761
	Method	 	Custody Name: The State Life Insurance Company
	Account Information	 	Ref: “Accompanying Information” below
	 	 	Name of Company: CHS INC.
	 	 	Description of Security: 6.18% Series I Senior Notes due October
	 	 	4,
	 	 	2017
	 
	 	PPN: 12542R B*0
	 
	 	Due date and application (as among principal, interest and
	Accompanying Information
	 	Make-Whole Amount) of the payment being made:
	 
	 	 	 	 
	 
	 	The State Life Insurance Company
	 
	 	c/o American United Life Insurance Company
	 
	 	One American Square
	 
	 	P.O. Box 368
	Address / Fax # for notices related
	 	Indianapolis, IN  46206
	to payments
	 	Attn:  Mike Bullock, Securities Department
	 
	 	 	 	 
	 
	 	The State Life Insurance Company
	 
	 	c/o American United Life Insurance Company
	 
	 	One American Square
	 
	 	P.O. Box 368
	 
	 	Indianapolis, IN  46206
	Address / Fax # for all other notices
	 	Attn:  Mike Bullock, Securities Department
	 
	 	 	 	 
	 
	 	Bank of New York
	 
	 	One Wall Street, 3rd Floor, Window A
	 
	 	New York, NY  10286
	 
	 	Attn:  Arnold Musella, Free Receive
	 
	 	Re:  The State Life Insurance Company c/o American United Life
	Instructions re: delivery of Notes
	 	Insurance Company, #343761
	 
	 	 	 	 
	 
	 	THE STATE LIFE INSURANCE COMPANY
	 
	 	By: American United Life Insurance Company, its Agent
	 
	 	By: _______________________
	 
	 	Name: Kent R. Adams
	Form signature block
	 	Title: V.P. Fixed Income Securities
	 
	 	 	 	 
	Tax Identification Number
	 	 	35-0684263	 
	 
	 	 	 	 






21




	 	 	 	 	 
	Purchaser Name	 	FARM BUREAU LIFE INSURANCE COMPANY OF MICHIGAN
	Name in which to register Note(s)	 	FARM BUREAU LIFE INSURANCE COMPANY OF MICHIGAN
	Note Registration Number(s);	 	 
	Principal Amount(s)	 	RI-23; $4,000,000
	 	 	Federal Funds Wire Transfer
	 	 	Comerica Bank/Trust Operations
	 	 	ABA #072-000-096
	 	 	Account Number: 21585-98532
	Payment on account of Note(s)	 	BNF: Farm Bureau Life Insurance Company of Michigan - Account
	Method	 	Number: 1085001633
	Account Information	 	Ref: “Accompanying Information” below
	 	 	Name of Company: CHS INC.
	 	 	Description of Security: 6.18% Series I Senior Notes due October
	 	 	4,
	 	 	2017
	 
	 	PPN: 12542R B*0
	 
	 	Due date and application (as among principal, interest and
	Accompanying Information
	 	Make-Whole Amount) of the payment being made:
	 
	 	 	 	 
	 
	 	Farm Bureau Life Insurance Company of Michigan
	 
	 	P.O. Box 30400
	Address / Fax # for notices related
	 	Lansing, MI  48909
	to payments
	 	Attn:  Steve Harkness
	 
	 	 	 	 
	 
	 	Farm Bureau Life Insurance Company of Michigan
	 
	 	c/o American United Life Insurance Company
	 
	 	One American Square
	 
	 	P.O. Box 368
	 
	 	Indianapolis, IN  46206
	Address / Fax # for all other notices
	 	Attn:  Mike Bullock, Securities Department
	 
	 	 	 	 
	 
	 	Comerica Bank
	 
	 	411 West Lafayette
	 
	 	Detroit, MI  48226
	 
	 	Attn: Celeste M. Ludgwig, AVP
	 
	 	Reference: Farm Bureau Life Insurance Company of Michigan
	Instructions re: delivery of Notes
	 	Internal Account Number: 1085001633
	 
	 	 	 	 
	 
	 	FARM BUREAU LIFE INSURANCE COMPANY OF MICHIGAN
	 
	 	By: American United Life Insurance Company, its Agent
	 
	 	By: _______________________
	 
	 	Name: Kent R. Adams
	Form signature block
	 	Title: V.P. Fixed Income Securities
	 
	 	 	 	 
	Tax Identification Number
	 	 	38-6056370	 
	 
	 	 	 	 






22




	 	 	 	 	 
	Purchaser Name	 	AMERICAN FAMILY LIFE INSURANCE COMPANY
	Name in which to register Note(s)
	 	BAND & CO.
	 
	 	 	 	 
	Note Registration Number(s);
Principal Amount(s)
	 	RI-24; $7,000,000
	 
	 	Federal Funds Wire Transfer
	 
	 	US Bank, N.A.
	 
	 	Trust Services
	 
	 	60 Livingston Ave, St Paul, MN 55107-2292
	 
	 	ABA # 091000022
	 
	 	Beneficiary Account #180183083765
	Payment on account of Note(s)
	 	FFC to American Family Trust Account # 000018012500 for
	Method
	 	AFLIC-Traditional
	Account Information
	 	Ref: “Accompanying Information” below
	 
	 	 	 	 
	 
	 	Name of Company: CHS INC.
	 
	 	Description of Security: 6.18% Series I Senior Notes due October
	 
	 	 	4,	 
	 
	 	 	2017	 
	 
	 	PPN: 12542R B*0
	 
	 	Due date and application (as among principal, interest and
	Accompanying Information
	 	Make-Whole Amount) of the payment being made:
	 
	 	 	 	 
	 
	 	American Family Life Insurance Company
	 
	 	6000 American Parkway
	Address / Fax # for notices related
	 	Madison, WI  53783-0001
	to payments
	 	Attn: Investment Division-Private Placements
	 
	 	 	 	 
	 
	 	American Family Life Insurance Company
	 
	 	6000 American Parkway
	 
	 	Madison, WI  53783-0001
	Address / Fax # for all other notices
	 	Attn: Investment Division-Private Placements
	 
	 	 	 	 
	 
	 	US Bank Milwaukee, N.A.
	 
	 	Attn: Erika Eckert (MK-LC-1E)
	 
	 	Trust Officer, Account Manager
	 
	 	777 E. Wisconsin Ave.
	Instructions re: delivery of Notes
	 	Milwaukee, WI  53202
	 
	 	 	 	 
	 
	 	AMERICAN FAMILY LIFE INSURANCE COMPANY
	 
	 	By:__________________________________
	 
	 	Name: Phillip Hannifan
	Form signature block
	 	Title: Investment Director
	 
	 	 	 	 
	Tax Identification Number
	 	 	39-6040365	 
	 
	 	 	 	 






23




	 	 	 	 	 
	Purchaser Name	 	AMERICAN FAMILY LIFE INSURANCE COMPANY
	Name in which to register Note(s)
	 	BAND & CO.
	 
	 	 	 	 
	Note Registration Number(s);
Principal Amount(s)
	 	RI-25; $1,500,000
	 
	 	Federal Funds Wire Transfer
	 
	 	US Bank, N.A.
	 
	 	Trust Services
	 
	 	60 Livingston Ave, St Paul, MN 55107-2292
	 
	 	ABA # 091000022
	 
	 	Beneficiary Account #180183083765
	Payment on account of Note(s)
	 	FFC to American Family Trust Account #000018012510 for
	Method
	 	AFLIC-Universal Life Portfolio
	Account Information
	 	Ref: “Accompanying Information” below
	 
	 	 	 	 
	 
	 	Name of Company: CHS INC.
	 
	 	Description of Security: 6.18% Series I Senior Notes due October
	 
	 	 	4,	 
	 
	 	 	2017	 
	 
	 	PPN: 12542R B*0
	 
	 	Due date and application (as among principal, interest and
	Accompanying Information
	 	Make-Whole Amount) of the payment being made:
	 
	 	 	 	 
	 
	 	American Family Life Insurance Company
	 
	 	6000 American Parkway
	Address / Fax # for notices related
	 	Madison, WI  53783-0001
	to payments
	 	Attn: Investment Division-Private Placements
	 
	 	 	 	 
	 
	 	American Family Life Insurance Company
	 
	 	6000 American Parkway
	 
	 	Madison, WI  53783-0001
	Address / Fax # for all other notices
	 	Attn: Investment Division-Private Placements
	 
	 	 	 	 
	 
	 	US Bank Milwaukee, N.A.
	 
	 	Attn: Erika Eckert (MK-LC-1E)
	 
	 	Trust Officer, Account Manager
	 
	 	777 E. Wisconsin Ave.
	Instructions re: delivery of Notes
	 	Milwaukee, WI  53202
	 
	 	 	 	 
	 
	 	AMERICAN FAMILY LIFE INSURANCE COMPANY
	 
	 	By:__________________________________
	 
	 	Name: Phillip Hannifan
	Form signature block
	 	Title: Investment Director
	 
	 	 	 	 
	Tax Identification Number
	 	 	39-6040365	 
	 
	 	 	 	 






24




	 	 	 	 	 
	Purchaser Name	 	AMERICAN FAMILY LIFE INSURANCE COMPANY
	Name in which to register Note(s)
	 	BAND & CO.
	 
	 	 	 	 
	Note Registration Number(s);
Principal Amount(s)
	 	RI-26; $1,000,000
	 
	 	Federal Funds Wire Transfer
	 
	 	US Bank, N.A.
	 
	 	Trust Services
	 
	 	60 Livingston Ave, St Paul, MN 55107-2292
	 
	 	ABA # 091000022
	 
	 	Beneficiary Account #180183083765
	Payment on account of Note(s)
	 	FFC to American Family Trust Account #000018012800 for AFLIC-
	Method
	 	Par Annuities Portfolio
	Account Information
	 	Ref: “Accompanying Information” below
	 
	 	 	 	 
	 
	 	Name of Company: CHS INC.
	 
	 	Description of Security: 6.18% Series I Senior Notes due October
	 
	 	 	4,	 
	 
	 	 	2017	 
	 
	 	PPN: 12542R B*0
	 
	 	Due date and application (as among principal, interest and
	Accompanying Information
	 	Make-Whole Amount) of the payment being made:
	 
	 	 	 	 
	 
	 	American Family Life Insurance Company
	 
	 	6000 American Parkway
	Address / Fax # for notices related
	 	Madison, WI  53783-0001
	to payments
	 	Attn: Investment Division-Private Placements
	 
	 	 	 	 
	 
	 	American Family Life Insurance Company
	 
	 	6000 American Parkway
	 
	 	Madison, WI  53783-0001
	Address / Fax # for all other notices
	 	Attn: Investment Division-Private Placements
	 
	 	 	 	 
	 
	 	US Bank Milwaukee, N.A.
	 
	 	Attn: Erika Eckert (MK-LC-1E)
	 
	 	Trust Officer, Account Manager
	 
	 	777 E. Wisconsin Ave.
	Instructions re: delivery of Notes
	 	Milwaukee, WI  53202
	 
	 	 	 	 
	 
	 	AMERICAN FAMILY LIFE INSURANCE COMPANY
	 
	 	By:__________________________________
	 
	 	Name: Phillip Hannifan
	Form signature block
	 	Title: Investment Director
	 
	 	 	 	 
	Tax Identification Number
	 	 	39-6040365	 
	 
	 	 	 	 






25




	 	 	 	 	 
	Purchaser Name	 	AMERICAN FAMILY LIFE INSURANCE COMPANY
	Name in which to register Note(s)
	 	BAND & CO.
	 
	 	 	 	 
	Note Registration Number(s);
Principal Amount(s)
	 	RI-27;$500,000
	 
	 	Federal Funds Wire Transfer
	 
	 	US Bank, N.A.
	 
	 	Trust Services
	 
	 	60 Livingston Ave, St Paul, MN 55107-2292
	 
	 	ABA # 091000022
	 
	 	Beneficiary Account #180183083765
	Payment on account of Note(s)
	 	FFC to American Family Trust Account # 000018012520 for
	Method
	 	AFLIC-Structured Settlements
	Account Information
	 	Ref: “Accompanying Information” below
	 
	 	 	 	 
	 
	 	Name of Company: CHS INC.
	 
	 	Description of Security: 6.18% Series I Senior Notes due October
	 
	 	 	4,	 
	 
	 	 	2017	 
	 
	 	PPN: 12542R B*0
	 
	 	Due date and application (as among principal, interest and
	Accompanying Information
	 	Make-Whole Amount) of the payment being made:
	 
	 	 	 	 
	 
	 	American Family Life Insurance Company
	 
	 	6000 American Parkway
	Address / Fax # for notices related
	 	Madison, WI  53783-0001
	to payments
	 	Attn: Investment Division-Private Placements
	 
	 	 	 	 
	 
	 	American Family Life Insurance Company
	 
	 	6000 American Parkway
	 
	 	Madison, WI  53783-0001
	Address / Fax # for all other notices
	 	Attn: Investment Division-Private Placements
	 
	 	 	 	 
	 
	 	US Bank Milwaukee, N.A.
	 
	 	Attn: Erika Eckert (MK-LC-1E)
	 
	 	Trust Officer, Account Manager
	 
	 	777 E. Wisconsin Ave.
	Instructions re: delivery of Notes
	 	Milwaukee, WI  53202
	 
	 	 	 	 
	 
	 	AMERICAN FAMILY LIFE INSURANCE COMPANY
	 
	 	By:__________________________________
	 
	 	Name: Phillip Hannifan
	Form signature block
	 	Title: Investment Director
	 
	 	 	 	 
	Tax Identification Number
	 	 	39-6040365	 
	 
	 	 	 	 






26




	 	 	 	 	 
	Purchaser Name	 	KNIGHTS OF COLUMBUS
	Name in which to register Note(s)	 	KNIGHTS OF COLUMBUS
	Note Registration Number(s);	 	 
	Principal Amount(s)	 	RI-28; $10,000,000
	 	 	Federal Funds Wire Transfer
	 	 	BK OF NY/CUST
	 	 	ABA #021000018
	Payment on account of Note(s)	 	A/C 8900300825
	Method	 	Knights of Columbus Life
	Account Information	 	Ref: “Accompanying Information” below
	 	 	Name of Company: CHS INC.
	 	 	Description of Security: 6.18% Series I Senior Notes due October
	 	 	4,
	 	 	2017
	 
	 	PPN: 12542R B*0
	 
	 	Due date and application (as among principal, interest and
	Accompanying Information
	 	Make-Whole Amount) of the payment being made:
	 
	 	 	 	 
	 
	 	Knights of Columbus
	 
	 	Life Account #200700
	 
	 	Attn:  Investment Accounting Dept., 14th Floor,
	Address / Fax # for notices related
	 	One Columbus Plaza
	to payments
	 	New Haven, CT  06510-3326
	 
	 	 	 	 
	 
	 	Knights of Columbus
	 
	 	Legal Department, Office of Investment Counsel
	 
	 	One Columbus Plaza
	Address / Fax # for all other notices
	 	New Haven, CT  06510-3326
	 
	 	 	 	 
	 
	 	The Bank of New York Mellon
	 
	 	One Wall Street
	 
	 	Third Floor, Window "A"
	 
	 	New York, NY   10286
	Instructions re: delivery of Notes
	 	Attn: Mary Wong
	 
	 	 	 	 
	 
	 	KNIGHTS OF COLUMBUS
	 
	 	By:_______________________
	 
	 	Name:
	Form signature block
	 	Title:
	 
	 	 	 	 
	Tax Identification Number
	 	 	06-0416470	 
	 
	 	 	 	 






27




	 	 	 	 	 
	Purchaser Name	 	PHOENIX LIFE INSURANCE COMPANY
	Name in which to register Note(s)	 	PHOENIX LIFE INSURANCE COMPANY
	Note Registration Number(s);	 	 
	Principal Amount(s)	 	RI-29; $7,000,000
	 	 	Federal Funds Wire Transfer
	 	 	JP Morgan Chase Bank
	 	 	ABA #021000021
	 	 	New York, NY
	 	 	Account No. 900-9000-200
	Payment on account of Note(s)	 	Account Name: Income Processing
	Method	 	Reference A/C # G05123 (PHL Closed Block), Phoenix Life Insurance
	Account Information	 	Company and “Accompanying information” below
	 	 	Name of Company: CHS INC.
	 	 	Description of Security: 6.18% Series I Senior Notes due October
	 	 	4,
	 	 	2017
	 
	 	PPN: 12542R B*0
	 
	 	Due date and application (as among principal, interest and
	Accompanying Information
	 	Make-Whole Amount) of the payment being made:
	 
	 	 	 	 
	 
	 	Phoenix Life Insurance Company
	 
	 	c/o Phoenix Investment Partners
	 
	 	56 Prospect Street
	Address / Fax # for notices related
	 	Hartford, CT  06115
	to payments
	 	Attn:  Private Placement Department
	 
	 	 	 	 
	 
	 	Phoenix Life Insurance Company
	 
	 	One American Row
	 
	 	P.O. Box 5056
	 
	 	Hartford, CT 06102-5056
	Address / Fax # for all other notices
	 	Attn:  John Mulrain
	 
	 	 	 	 
	 
	 	Phoenix Life Insurance Company
	 
	 	One American Row
	 
	 	Hartford, CT 06102-5056
	Instructions re: delivery of Notes
	 	Attn:  John Mulrain
	 
	 	 	 	 
	 
	 	PHOENIX LIFE INSURANCE COMPANY
	 
	 	By: ________________________________
	 
	 	Name:
	Form signature block
	 	Title:
	 
	 	 	 	 
	Tax Identification Number
	 	 	06-0493340	 
	 
	 	 	 	 






28




	 	 	 	 	 
	Purchaser Name	 	PHOENIX LIFE INSURANCE COMPANY
	Name in which to register Note(s)	 	PHOENIX LIFE INSURANCE COMPANY
	Note Registration Number(s);	 	 
	Principal Amount(s)	 	RI-30; $1,000,000
	 	 	Federal Funds Wire Transfer
	 	 	JP Morgan Chase Bank
	 	 	ABA #021000021
	 	 	New York, NY
	 	 	Account No. 900-9000-200
	Payment on account of Note(s)	 	Account Name: Income Processing
	Method	 	Reference A/C # G09516 (PHL Long), Phoenix Life Insurance Company
	Account Information	 	and “Accompanying information” below
	 	 	Name of Company: CHS INC.
	 	 	Description of Security: 6.18% Series I Senior Notes due October
	 	 	4,
	 	 	2017
	 
	 	PPN: 12542R B*0
	 
	 	Due date and application (as among principal, interest and
	Accompanying Information
	 	Make-Whole Amount) of the payment being made:
	 
	 	 	 	 
	 
	 	Phoenix Life Insurance Company
	 
	 	c/o Phoenix Investment Partners
	 
	 	56 Prospect Street
	Address / Fax # for notices related
	 	Hartford, CT  06115
	to payments
	 	Attn:  Private Placement Department
	 
	 	 	 	 
	 
	 	Phoenix Life Insurance Company
	 
	 	One American Row
	 
	 	P.O. Box 5056
	 
	 	Hartford, CT 06102-5056
	Address / Fax # for all other notices
	 	Attn:  John Mulrain
	 
	 	 	 	 
	 
	 	Phoenix Life Insurance Company
	 
	 	One American Row
	 
	 	Hartford, CT 06102-5056
	Instructions re: delivery of Notes
	 	Attn:  John Mulrain
	 
	 	 	 	 
	 
	 	PHOENIX LIFE INSURANCE COMPANY
	 
	 	By: ________________________________
	 
	 	Name:
	Form signature block
	 	Title:
	 
	 	 	 	 
	Tax Identification Number
	 	 	06-0493340	 
	 
	 	 	 	 






29




	 	 	 	 	 
	Purchaser Name	 	PHL VARIABLE INSURANCE COMPANY
	Name in which to register Note(s)	 	PHL VARIABLE INSURANCE COMPANY
	Note Registration Number(s);	 	 
	Principal Amount(s)	 	RI-31; $2,000,000
	 	 	Federal Funds Wire Transfer
	 	 	JP Morgan Chase Bank
	 	 	ABA #021000021
	 	 	New York, NY
	 	 	Account No. 900-9000-200
	Payment on account of Note(s)	 	Account Name: Income Processing
	Method	 	Reference A/C # G09389 (PHLVIC Life), PHL Variable Insurance
	Account Information	 	Company and “Accompanying information” below
	 	 	Name of Company: CHS INC.
	 	 	Description of Security: 6.18% Series I Senior Notes due October
	 	 	4,
	 	 	2017
	 
	 	PPN: 12542R B*0
	 
	 	Due date and application (as among principal, interest and
	Accompanying Information
	 	Make-Whole Amount) of the payment being made:
	 
	 	 	 	 
	 
	 	PHL Variable Life Insurance Company
	 
	 	c/o Phoenix Investment Partners
	 
	 	56 Prospect Street
	Address / Fax # for notices related
	 	Hartford, CT  06115
	to payments
	 	Attn:  Private Placement Department
	 
	 	 	 	 
	 
	 	PHL Variable Life Insurance Company
	 
	 	One American Row
	 
	 	P.O. Box 5056
	 
	 	Hartford, CT 06102-5056
	Address / Fax # for all other notices
	 	Attn:  John Mulrain
	 
	 	 	 	 
	 
	 	PHL Variable Life Insurance Company
	 
	 	One American Row
	 
	 	Hartford, CT 06102-5056
	Instructions re: delivery of Notes
	 	Attn:  John Mulrain
	 
	 	 	 	 
	 
	 	PHL VARIABLE INSURANCE COMPANY
	 
	 	By: ________________________________
	 
	 	Name:
	Form signature block
	 	Title:
	 
	 	 	 	 
	Tax Identification Number
	 	 	06-1045829	 
	 
	 	 	 	 






30




	 	 	 	 	 
	Purchaser Name	 	HARTFORD LIFE INSURANCE COMPANY
	Name in which to register Note(s)	 	HARTFORD LIFE INSURANCE COMPANY
	Note Registration Number(s);	 	RI-32; $5,000,000
	Principal Amount(s)	 	RI-33; $5,000,000
	 	 	Federal Funds Wire Transfer
	 	 	JP Morgan Chase
	 	 	4 New York Plaza
	 	 	New York New York 10004
	 	 	Bank ABA No.: 021000021
	Payment on account of Note(s)	 	Chase NYC/Cust
	Method	 	A/C # 900-9-000200 for F/C/T G10056-LC2
	Account Information	 	Attn: Bond Interest /Principal - and“Accompanying Information” below
	 	 	Name of Company: CHS INC.
	 	 	Description of Security: 6.18% Series I Senior Notes due October 4,
	 	 	2017
	 
	 	PPN: 12542R B*0
	 
	 	Due date and application (as among principal, interest and
	Accompanying Information
	 	Make-Whole Amount) of the payment being made:
	 
	 	 	 	 
	 
	 	Hartford Investment Management Company
	 
	 	c/o Portfolio Support
	 
	 	55 Farmington Avenue
	Address / Fax # for notices related
	 	Hartford, CT  06105
	to payments
	 	Fax:  860-297-8875/8876
	 
	 	 	 	 
	 
	 	Hartford Investment Management Company
	 
	 	c/o Investment Department – Private Placements
	 
	 	55 Farmington Avenue
	 
	 	Hartford, CT  06105
	Address / Fax # for all other notices
	 	Fax:  860-297-8884
	 
	 	 	 	 
	 
	 	JPMorgan Chase
	 
	 	4 New York Plaza
	 
	 	New York, NY  10004
	 
	 	Attn:  John Bouquet,  212-623-2840
	 
	 	Phy/Rec - 11th Floor
	 
	 	Custody Account Number:  G10056-LC2 (must appear on outside of
	Instructions re: delivery of Notes
	 	envelope)
	 
	 	 	 	 
	 
	 	HARTFORD LIFE INSURANCE COMPANY
	 
	 	By: Hartford Investment Management Company
	 
	 	its Agent and Attorney-in-Fact
	 
	 	By:______________________
	 
	 	Name:
	Form signature block
	 	Title:
	 
	 	 	 	 
	Tax Identification Number
	 	 	06-0974148	 
	 
	 	 	 	 






31




	 	 	 	 	 
	Purchaser Name	 	U.S. AGBANK, FCB, AS DISCLOSED AGENT
	Name in which to register Note(s)	 	U.S. AGBANK, FCB
	Note Registration Number(s);	 	 
	Principal Amount(s)	 	RI-34; $10,000,000
	 	 	Federal Funds Wire Transfer
	 	 	U.S. Ag Bank, FCB
	Payment on account of Note(s)	 	Telegraphic name:	US AGBANK-WICH
	Method	 	ABA Number:	101104562
	Account Information	 	Ref: “Accompanying Information” below
	 	 	Name of Company: CHS INC.
	 	 	Description of Security: 6.18% Series I Senior Notes due October
	 	 	4,
	 	 	2017
	 
	 	PPN: 12542R B*0
	 
	 	Due date and application (as among principal, interest and
	Accompanying Information
	 	Make-Whole Amount) of the payment being made:
	 
	 	 	 	 
	 
	 	U.S. AgBank, FCB
	 
	 	245 N. Waco
	 
	 	Wichita, KS  67202
	Address / Fax # for notices related
	 	Fax:  316-291-5085
	to payments
	 	e-mail: participations@usagbank.com
	 
	 	 	 	 
	 
	 	U.S. AgBank, FCB
	 
	 	245 N. Waco
	 
	 	Wichita, KS  67202
	 
	 	Fax:  316-291-5011
	Address / Fax # for all other notices
	 	e-mail:  travis.ball@usagbank.com
	 
	 	 	 	 
	 
	 	U.S. AgBank, FCB
	 
	 	245 N. Waco
	 
	 	Wichita, KS  67202
	Instructions re: delivery of Notes
	 	Attn:  Travis W. Ball
	 
	 	 	 	 
	 
	 	U.S. AGBANK, FCB, AS DISCLOSED AGENT
	 
	 	By:
	 
	 	Name: Travis W. Ball
	Form signature block
	 	Title: Vice President
	 
	 	 	 	 
	Tax Identification Number
	 	 	48-0544202	 
	 
	 	 	 	 






32




	 	 	 	 	 
	Purchaser Name	 	AGFIRST FARM CREDIT BANK
	Name in which to register Note(s)	 	AGFIRST FARM CREDIT BANK
	Note Registration Number(s);	 	 
	Principal Amount(s)	 	RI-35; $10,000,000
	 	 	Federal Funds Wire Transfer
	 	 	AgFirst Farm Credit Bank
	 	 	ABA No. 053905974
	Payment on account of Note(s)	 	Acct No.	2993240000000
	Method	 	Acct Name:	CHS
	Account Information	 	Ref: “Accompanying Information” below
	 	 	Name of Company: CHS INC.
	 	 	Description of Security: 6.18% Series I Senior Notes due October
	 	 	4,
	 	 	2017
	 
	 	PPN: 12542R B*0
	 
	 	Due date and application (as among principal, interest and
	Accompanying Information
	 	Make-Whole Amount) of the payment being made:
	 
	 	 	 	 
	 
	 	AgFirst Farm Credit Bank
	 
	 	1401 Hampton St.
	 
	 	Columbia, SC 29201
	 
	 	Attn: Robert Caulder
	Address / Fax # for notices related
	 	Email: capmarkets@agfirst.com
	to payments
	 	Fax: 803/256-7139
	 
	 	 	 	 
	 
	 	AgFirst Farm Credit Bank
	 
	 	1401 Hampton St.
	 
	 	Columbia, SC 29201
	 
	 	Email: bfortner-servicing@agfirst.com
	Address / Fax # for all other notices
	 	Fax: 803/254-4219
	 
	 	 	 	 
	 
	 	AgFirst Farm Credit Bank
	 
	 	1401 Hampton Street
	 
	 	Columbia, SC 29202
	Instructions re: delivery of Notes
	 	Attn: Joy H. Parks, Loan Origination and Servicing Coordinator
	 
	 	 	 	 
	 
	 	AGFIRST FARM CREDIT BANK
	 
	 	By:
	 
	 	Name: Bruce B. Fortner
	Form signature block
	 	Title: Vice President
	 
	 	 	 	 
	Tax Identification Number
	 	 	57-1016947	 
	 
	 	 	 	 






33




	 	 	 	 	 
	Purchaser Name
	 	AMERICAN FIDELITY ASSURANCE COMPANY
	 
	 	 	 	 
	Name in which to register Note(s)
	 	FFB REGISTRATION

	 
	 	 	 	 
	Note Registration Number(s);
Principal Amount(s)
	 	RI-36; $2,750,000
	 
	 	Federal Funds Wire Transfer
	 
	 	First Fidelity Bank, N.A.
	 
	 	ABA #103002691
	 
	 	Account name: InvesTrust
	 
	 	Acct #: 2000528686
	 
	 	FFC: American Fidelity Assurance Company
	Payment on account of Note(s)
	 	Account #: 52010414
	Method
	 	Attn: Debbie Sinard (405) 843-7177
	Account Information
	 	Ref: “Accompanying Information” below
	 
	 	 	 	 
	 
	 	Name of Company: CHS INC.
	 
	 	Description of Security: 6.18% Series I Senior Notes due October
	 
	 	 	4,	 
	 
	 	 	2017	 
	 
	 	PPN: 12542R B*0
	 
	 	Due date and application (as among principal, interest and
	Accompanying Information
	 	Make-Whole Amount) of the payment being made:
	 
	 	 	 	 
	 
	 	American Fidelity Assurance Company
	 
	 	c/o Advantus Capital Management, Inc.
	 
	 	400 Robert Street North
	Address / Fax # for notices related
	 	St. Paul, MN  55101
	to payments
	 	Attn:  Client Administrator
	 
	 	 	 	 
	 
	 	American Fidelity Assurance Company
	 
	 	c/o Advantus Capital Management, Inc.
	 
	 	400 Robert Street North
	 
	 	St. Paul, MN  55101
	Address / Fax # for all other notices
	 	Attn:  Client Administrator
	 
	 	 	 	 
	 
	 	InvesTrust
	 
	 	5101 N Classen Suite 620
	 
	 	Oklahoma City OK 73118
	 
	 	Account Name: American Fidelity Assurance Company
	 
	 	Account Number: 52010414
	 
	 	Contact: Trust Op
	Instructions re: delivery of Notes
	 	Tel: 405-843-7177
	 
	 	 	 	 
	 
	 	AMERICAN FIDELITY ASSURANCE COMPANY
	 
	 	By: Advantus Capital Management, Inc.
	 
	 	By: _______________________________
	 
	 	Name:
	Form signature block
	 	Title:
	 
	 	 	 	 
	Tax Identification Number
	 	 	73-0714500	 
	 
	 	 	 	 






34




	 	 	 	 	 
	Purchaser Name	 	GUIDEONE MUTUAL INSURANCE COMPANY
	 
	 	WELLS FARGO BANK, N.A. AS CUSTODIAN FOR GUIDEONE MUTUAL INSURANCE
	Name in which to register Note(s)
	 	COMPANY
	 
	 	 	 	 
	Note Registration Number(s);
Principal Amount(s)
	 	RI-37; $1,750,000
	 
	 	Federal Funds Wire Transfer
	 
	 	Wells Fargo Bank N.A.
	 
	 	ABA #: 121000248
	 
	 	BNFA: 0000840245 (must use all 10 digits)
	 
	 	Beneficiary Acct Name: Trust Wire Clearing
	 
	 	OBI FFC: 21025000
	Payment on account of Note(s)
	 	GuideOne Mutual Insurance Company
	Method
	 	Attn: Jozsef Hegedus (612) 667-7612
	Account Information
	 	Ref:  “Accompanying Information” below.
	 
	 	 	 	 
	 
	 	Name of Company: CHS INC.
	 
	 	Description of Security: 6.18% Series I Senior Notes due October
	 
	 	 	4,	 
	 
	 	 	2017	 
	 
	 	PPN: 12542R B*0
	 
	 	Due date and application (as among principal, interest and
	Accompanying Information
	 	Make-Whole Amount) of the payment being made:
	 
	 	 	 	 
	 
	 	GuideOne Mutual Insurance Company
	 
	 	c/o Advantus Capital Management, Inc.
	 
	 	400 Robert Street North
	Address / Fax # for notices related
	 	St. Paul, MN  55101
	to payments
	 	Attn:  Client Administrator
	 
	 	 	 	 
	 
	 	GuideOne Mutual Insurance Company
	 
	 	c/o Advantus Capital Management, Inc.
	 
	 	400 Robert Street North
	 
	 	St. Paul, MN  55101
	Address / Fax # for all other notices
	 	Attn:  Client Administrator
	 
	 	 	 	 
	 
	 	Wells Fargo Bank Trust Operations Center
	 
	 	733 Marquette Ave. 3rd Floor
	 
	 	MAC N9306-036
	 
	 	Minneapolis, MN 55479
	 
	 	Account Name: Wells Fargo Bank Custodian for GuideOne Mutual
	 
	 	Insurance Company, Account Number: 21025000
	Instructions re: delivery of Notes
	 	Attn: Jozsef Hegedus (612) 667-7612
	 
	 	 	 	 
	 
	 	GUIDEONE MUTUAL INSURANCE COMPANY
	 
	 	By: Advantus Capital Management, Inc.
	 
	 	By: _______________________
	 
	 	Name:
	Form signature block
	 	Title:
	 
	 	 	 	 
	Tax Identification Number
	 	 	42-0645088	 
	 
	 	 	 	 






35




	 	 	 	 	 
	Purchaser Name	 	GUIDEONE PROPERTY & CASUALTY INSURANCE COMPANY
	 
	 	WELLS FARGO BANK, N.A. AS CUSTODIAN FOR GUIDEONE PROPERTY &
	Name in which to register Note(s)
	 	CASUALTY INSURANCE COMPANY
	 
	 	 	 	 
	Note Registration Number(s);
Principal Amount(s)
	 	RI-38; $1,000,000
	 
	 	Federal Funds Wire Transfer
	 
	 	Wells Fargo Bank N.A.
	 
	 	ABA #: 121000248
	 
	 	BNFA: 0000840245 (must use all 10 digits)
	 
	 	BNF: Trust Wire Clearing
	 
	 	OBI FFC: 21025400
	Payment on account of Note(s)
	 	GuideOne Property & Casualty Insurance Company
	Method
	 	Attn: Jozsef Hegedus (612) 667-7612
	Account Information
	 	Ref:  “Accompanying Information” below.
	 
	 	 	 	 
	 
	 	Name of Company: CHS INC.
	 
	 	Description of Security: 6.18% Series I Senior Notes due October
	 
	 	 	4,	 
	 
	 	 	2017	 
	 
	 	PPN: 12542R B*0
	 
	 	Due date and application (as among principal, interest and
	Accompanying Information
	 	Make-Whole Amount) of the payment being made:
	 
	 	 	 	 
	 
	 	GuideOne Property & Casualty Insurance Company
	 
	 	c/o Advantus Capital Management, Inc.
	 
	 	400 Robert Street North
	Address / Fax # for notices related
	 	St. Paul, MN  55101
	to payments
	 	Attn:  Client Administrator
	 
	 	 	 	 
	 
	 	GuideOne Property & Casualty Insurance Company
	 
	 	c/o Advantus Capital Management, Inc.
	 
	 	400 Robert Street North
	 
	 	St. Paul, MN  55101
	Address / Fax # for all other notices
	 	Attn:  Client Administrator
	 
	 	 	 	 
	 
	 	Wells Fargo Bank Trust Operations Center
	 
	 	733 Marquette Ave. 3rd Floor
	 
	 	MAC N9306-036
	 
	 	Security Control and Transfer
	 
	 	Minneapolis, MN 55479
	 
	 	Account Name: Wells Fargo Bank Custodian for GuideOne Property &
	 
	 	Casualty Insurance Company, Account Number: 21025400
	Instructions re: delivery of Notes
	 	Attn: Jozsef Hegedus (612) 667-7612
	 
	 	 	 	 
	 
	 	GUIDEONE PROPERTY & CASUALTY INSURANCE COMPANY
	 
	 	By: Advantus Capital Management, Inc.
	 
	 	By: _______________________
	 
	 	Name:
	Form signature block
	 	Title:
	 
	 	 	 	 
	Tax Identification Number
	 	 	42-1409999	 
	 
	 	 	 	 






36




	 	 	 	 	 
	Purchaser Name	 	BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC.
	Name in which to register Note(s)	 	HARE & CO.
	Note Registration Number(s);	 	 
	Principal Amount(s)	 	RI-39; $1,000,000
	 	 	Federal Funds Wire Transfer
	 	 	Hare & Co.
	 	 	c/o The Bank of New York
	 	 	ABA: #021 000	018 BNF: IOC 566
	Payment on account of Note(s)	 	Attn P & I Department
	Method	 	Account: 531463
	Account Information	 	Ref:	“Accompanying Information” below.
	 	 	Name of Company: CHS INC.
	 	 	Description of Security: 6.18% Series I Senior Notes due October 4,
	 	 	2017
	 
	 	PPN: 12542R B*0
	 
	 	Due date and application (as among principal, interest and
	Accompanying Information
	 	Make-Whole Amount) of the payment being made:
	 
	 	 	 	 
	 
	 	Blue Cross and Blue Shield of Florida, Inc.
	 
	 	c/o Advantus Capital Management, Inc.
	 
	 	400 Robert Street North
	Address / Fax # for notices related
	 	St. Paul, MN  55101
	to payments
	 	Attn:  Client Administrator
	 
	 	 	 	 
	 
	 	Blue Cross and Blue Shield of Florida, Inc.
	 
	 	c/o Advantus Capital Management, Inc.
	 
	 	400 Robert Street North
	 
	 	St. Paul, MN  55101
	Address / Fax # for all other notices
	 	Attn:  Client Administrator
	 
	 	 	 	 
	 
	 	The Bank of New York
	 
	 	One Wall Street 3rd Floor
	 
	 	Window A
	 
	 	New York, NY 10286
	Instructions re: delivery of Notes
	 	Acct Name:  Blue Cross and Blue Shield of Florida, Inc., Acct #531463
	 
	 	 	 	 
	 
	 	BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC.
	 
	 	By: Advantus Capital Management, Inc.
	 
	 	By: _______________________
	 
	 	Name:
	Form signature block
	 	Title:
	 
	 	 	 	 
	Tax Identification Number
	 	 	59-2015694	 
	 
	 	 	 	 






37




	 	 	 	 	 
	Purchaser Name	 	GREAT WESTERN INSURANCE COMPANY
	Name in which to register Note(s)	 	MERRILL LYNCH FOR GREAT WESTERN INSURANCE COMPANY
	Note Registration Number(s);	 	 
	Principal Amount(s)	 	RI-40; $500,000
	 	 	Federal Funds Wire Transfer
	 	 	JP Morgan Chase
	 	 	ABA Number: 021 000	021
	 	 	DDA: 930-4-019012
	 	 	Sub Account: 035-00202
	Payment on account of Note(s)	 	Attn: Richard D’Angelo
	Method	 	Phone #: 904-218-1683
	Account Information	 	Ref: “Accompanying Information” below
	 	 	Name of Company: CHS INC.
	 	 	Description of Security: 6.18% Series I Senior Notes due October
	 	 	4,
	 	 	2017
	 
	 	PPN: 12542R B*0
	 
	 	Due date and application (as among principal, interest and
	Accompanying Information
	 	Make-Whole Amount) of the payment being made:
	 
	 	 	 	 
	 
	 	Great Western Insurance Company
	 
	 	c/o Advantus Capital Management, Inc.
	 
	 	400 Robert Street North
	Address / Fax # for notices related
	 	St. Paul, MN 55101
	to payments
	 	Attn: Client Administrator
	 
	 	 	 	 
	 
	 	Great Western Insurance Company
	 
	 	c/o Advantus Capital Management, Inc.
	 
	 	400 Robert Street North
	 
	 	St. Paul, MN 55101
	Address / Fax # for all other notices
	 	Attn: Client Administrator
	 
	 	 	 	 
	 
	 	New York Window / DTCC
	 
	 	55 Water Street
	 
	 	New York, NY 10041
	 
	 	Acct #:  70G-13700, Great Western Ins. Co.
	 
	 	Attn: Butch Puazo (212) 855-2465
	Instructions re: delivery of Notes
	 	Rosa Acebo (212) 855-2468
	 
	 	 	 	 
	 
	 	GREAT WESTERN INSURANCE COMPANY
	 
	 	By: Advantus Capital Management, Inc.
	 
	 	By: _______________________
	 
	 	Name:
	Form signature block
	 	Title:
	 
	 	 	 	 
	Tax Identification Number
	 	 	87-0395954	 
	 
	 	 	 	 






38




	 	 	 	 	 
	Purchaser Name	 	MODERN WOODMEN OF AMERICA
	Name in which to register Note(s)	 	MODERN WOODMEN OF AMERICA
	Note Registration Number(s);	 	 
	Principal Amount(s)	 	RI-41; $5,000,000
	 	 	Federal Funds Wire Transfer
	 	 	The Northern Trust Company
	 	 	50 South LaSalle Street
	 	 	Chicago, IL 60675
	 	 	ABA No. 071-000-152
	Payment on account of Note(s)	 	Account Name:	Modern Woodmen of America
	Method	 	Account No. 84352
	Account information	 	Ref: “Accompanying information” below
	 	 	Name of Company: CHS INC.
	 	 	Description of Security: 6.18% Series I Senior Notes due October
	 	 	4,
	 	 	2017
	 
	 	PPN: 12542R B*0
	 
	 	Due date and application (as among principal, interest and
	Accompanying information
	 	Make-Whole Amount) of the payment being made:
	 
	 	 	 	 
	 
	 	Modern Woodmen of America
	 
	 	Attn:  Investment Accounting Department
	 
	 	1701 First Avenue
	Address / Fax # for notices
	 	Rock Island, IL 61201
	related to payments
	 	Fax:  (309) 793-5688
	 
	 	 	 	 
	 
	 	Modern Woodmen of America
	 
	 	Attn:  Investment Department
	 
	 	1701 First Avenue
	 
	 	Rock Island, IL 61201
	Address / Fax # for all other
	 	Email:  investments@modern-woodmen.org
	notices
	 	Fax:  (309) 793-5574
	 
	 	 	 	 
	 
	 	Modern Woodmen of America
	 
	 	1701 1st Ave
	 
	 	Rock Island, IL  61201
	Instructions re Delivery of Notes
	 	Attn: Douglas A. Pannier
	 
	 	 	 	 
	 
	 	MODERN WOODMEN OF AMERICA
	 
	 	By:______________________
	 
	 	Name:
	Signature Block
	 	Title:
	 
	 	 	 	 
	Tax identification number
	 	 	36-1493430	 
	 
	 	 	 	 






39




	 	 	 	 	 
	Purchaser Name	 	UNITED OF OMAHA LIFE INSURANCE COMPANY
	Name in which to register Note(s)	 	UNITED OF OMAHA LIFE INSURANCE COMPANY
	Note Registration Number(s);	 	 	 	 
	Principal Amount(s)
	 	RI-42; $5,000,000
	 
	 	 	 	 
	 
	 	Federal Funds Wire Transfer
	 
	 	JPMorgan Chase Bank
	 
	 	ABA #021000021
	 
	 	Private Income Processing
	 
	 	For credit to:
	 
	 	United of Omaha Life Insurance Company
	Payment on account of Note(s)
	 	Account # 900-9000200
	Method
	 	 	a/c:  G07097	 
	Account information
	 	Ref:  “Accompanying Information” below
	 
	 	 	 	 
	 
	 	Name of Company: CHS INC.
	 
	 	Description of Security: 6.18% Series I Senior Notes due October
	 
	 	 	4,	 
	 
	 	 	2017	 
	 
	 	PPN: 12542R B*0
	 
	 	Due date and application (as among principal, interest and
	Accompanying information
	 	Make-Whole Amount) of the payment being made:
	 
	 	 	 	 
	 
	 	JPMorgan Chase Bank
	 
	 	14201 Dallas Parkway - 13th Floor
	 
	 	Dallas, TX  75254-2917
	Address / Fax # for notices
	 	Attn:  Income Processing – G. Ruiz
	related to payments
	 	 	a/c:  G07097	 
	 
	 	 	 	 
	 
	 	United of Omaha Life Insurance Company
	 
	 	4 - Investment Accounting
	Address / Fax # for all other
	 	Mutual of Omaha Plaza
	notices
	 	Omaha,  NE  68175-1011
	 
	 	 	 	 
	 
	 	JPMorgan Chase Bank
	 
	 	4 New York Plaza
	 
	 	Ground Floor Receive Window
	 
	 	NY, NY  10041
	Instructions re Delivery of Notes
	 	Account # G07097
	 
	 	 	 	 
	 
	 	UNITED OF OMAHA LIFE INSURANCE COMPANY
	 
	 	By:  ___________________________________
	 
	 	Name: Curtis R. Caldwell
	Signature Block
	 	Title: Vice President
	 
	 	 	 	 
	Tax identification number
	 	 	47-0322111	 
	 
	 	 	 	 






40




	 	 	 	 	 
	Purchaser Name	 	CUNA MUTUAL LIFE INSURANCE COMPANY
	Name in which to register Note(s)	 	TURNSPEED + CO.
	Note Registration Number(s);	 	 
	Principal Amount(s)	 	RI-43; $2,250,000
	 	 	Federal Funds Wire Transfer
	 	 	State Street Bank
	 	 	ABA #11000028
	Payment on account of Note(s)	 	Account #ZT2A
	Method	 	DDA #1044-854-6
	Account information	 	Ref: “Accompanying information” below
	 	 	Name of Company: CHS INC.
	 	 	Description of Security: 6.18% Series I Senior Notes due October
	 	 	4,
	 	 	2017
	 
	 	PPN: 12542R B*0
	 
	 	Due date and application (as among principal, interest and
	Accompanying information
	 	Make-Whole Amount) of the payment being made:
	 
	 	 	 	 
	 
	 	State Street Bank
	 
	 	Attn: Brian Kershner
	 
	 	801 Pennsylvania
	 
	 	Kansas City, MO 64105
	 
	 	Fax:  816-691-5545
	 
	 	And via email:  bdkersh@statestreetkc.com
	 
	 	With a copy to:
	 
	 	CUNA Mutual Insurance Company
	 
	 	Attn: Rosie Pope
	 
	 	5910 Mineral Point Road
	 
	 	Madison, WI 53705-4456
	Address / Fax # for notices
	 	Fax:  608-231-8591
	related to payments
	 	Email:  rosie.pope@cunamutual.com
	 
	 	 	 	 
	 
	 	CUNA Mutual Insurance Company
	 
	 	Attn: Managing Director – Investments
	 
	 	5910 Mineral Point Road
	 
	 	Madison, WI 53705-4456
	 
	 	Tel:  608-231-8255
	 
	 	Fax:  608-236-6224
	 
	 	Email:  john.petchler@cunamutual.com
	 
	 	With a copy to:
	 
	 	CUNA Mutual Insurance Company
	 
	 	Attn: Associate General Counsel
	 
	 	5910 Mineral Point Road
	 
	 	Madison, WI 53705-4456
	 
	 	Tel:  608-231-7653
	Address / Fax # for all other
	 	Fax:  608-236-7653
	notices
	 	Email:  david.patch@cunamutual.com
	 
	 	 	 	 
	 
	 	State Street Bank
	 
	 	DTC/New York Window
	 
	 	55 Water  Street
	 
	 	Plaza Level, 3rd Floor
	Instructions re Delivery of Notes
	 	New York, NY  10041
	 
	 	 	 	 
	 
	 	CUNA MUTUAL LIFE INSURANCE COMPANY
	 
	 	By: MEMBERS Capital Advisors, Inc., acting as Investment Advisor
	 
	 	By:____________________________
	 
	 	Name: David Patch
	Signature Block
	 	Title: Director, Private Placements
	 
	 	 	 	 
	Tax identification number
	 	 	42-0388260	 
	 
	 	 	 	 






41




	 	 	 	 	 
	Purchaser Name	 	CUNA MUTUAL INSURANCE SOCIETY
	Name in which to register Note(s)	 	TURNKEYS + CO.
	Note Registration Number(s);	 	 
	Principal Amount(s)	 	RI-44; $2,000,000
	 	 	Federal Funds Wire Transfer
	 	 	State Street Bank
	 	 	ABA #11000028
	Payment on account of Note(s)	 	Account #ZT1E
	Method	 	DDA #1044-851-2
	Account information	 	Ref: “Accompanying information” below
	 	 	Name of Company: CHS INC.
	 	 	Description of Security: 6.18% Series I Senior Notes due October
	 	 	4,
	 	 	2017
	 
	 	PPN: 12542R B*0
	 
	 	Due date and application (as among principal, interest and
	Accompanying information
	 	Make-Whole Amount) of the payment being made:
	 
	 	 	 	 
	 
	 	State Street Bank
	 
	 	Attn: Brian Kershner
	 
	 	801 Pennsylvania
	 
	 	Kansas City, MO 64105
	 
	 	Fax:  816-691-5545
	 
	 	And via email:  bdkersh@statestreetkc.com
	 
	 	With a copy to:
	 
	 	CUNA Mutual Insurance Society
	 
	 	Attn: Rosie Pope
	 
	 	5910 Mineral Point Road
	 
	 	Madison, WI 53705-4456
	Address / Fax # for notices
	 	Fax:  608-231-8591
	related to payments
	 	Email:  rosie.pope@cunamutual.com
	 
	 	 	 	 
	 
	 	CUNA Mutual Insurance Society
	 
	 	Attn: Managing Director – Investments
	 
	 	5910 Mineral Point Road
	 
	 	Madison, WI 53705-4456
	 
	 	Tel:  608-231-8255
	 
	 	Fax:  608-236-6224
	 
	 	Email:  john.petchler@cunamutual.com
	 
	 	With a copy to:
	 
	 	CUNA Mutual Insurance Society
	 
	 	Attn: Associate General Counsel
	 
	 	5910 Mineral Point Road
	 
	 	Madison, WI 53705-4456
	 
	 	Tel:  608-231-7653
	Address / Fax # for all other
	 	Fax:  608-236-7653
	notices
	 	Email:  david.patch@cunamutual.com
	 
	 	 	 	 
	 
	 	State Street Bank
	 
	 	DTC/New York Window
	 
	 	55 Water  Street
	 
	 	Plaza Level, 3rd Floor
	Instructions re Delivery of Notes
	 	New York, NY  10041
	 
	 	 	 	 
	 
	 	CUNA MUTUAL INSURANCE SOCIETY
	 
	 	By: MEMBERS Capital Advisors, Inc., acting as Investment Advisor
	 
	 	By:____________________________
	 
	 	Name: David Patch
	Signature Block
	 	Title: Director, Private Placements
	 
	 	 	 	 
	Tax identification number
	 	 	39-0230590	 
	 
	 	 	 	 






42




	 	 	 	 	 
	Purchaser Name	 	CUMIS INSURANCE SOCIETY, INC.
	Name in which to register Note(s)	 	TURNJETTY + CO.
	Note Registration Number(s);	 	 
	Principal Amount(s)	 	RI-45; $750,000
	 	 	Federal Funds Wire Transfer
	 	 	State Street Bank
	 	 	ABA #11000028
	Payment on account of Note(s)	 	Account #ZT1I
	Method	 	DDA #1658-736-2
	Account information	 	Ref: “Accompanying information” below
	 	 	Name of Company: CHS INC.
	 	 	Description of Security: 6.18% Series I Senior Notes due October
	 	 	4,
	 	 	2017
	 
	 	PPN: 12542R B*0
	 
	 	Due date and application (as among principal, interest and
	Accompanying information
	 	Make-Whole Amount) of the payment being made:
	 
	 	 	 	 
	 
	 	State Street Bank
	 
	 	Attn: Brian Kershner
	 
	 	801 Pennsylvania
	 
	 	Kansas City, MO 64105
	 
	 	Fax:  816-691-5545
	 
	 	And via email:  bdkersh@statestreetkc.com
	 
	 	With a copy to:
	 
	 	CUMIS Insurance Society, Inc.
	 
	 	Attn: Rosie Pope
	 
	 	5910 Mineral Point Road
	 
	 	Madison, WI 53705-4456
	Address / Fax # for notices
	 	Fax:  608-231-8591
	related to payments
	 	Email:  rosie.pope@cunamutual.com
	 
	 	 	 	 
	 
	 	CUMIS Insurance Society, Inc.
	 
	 	Attn: Managing Director – Investments
	 
	 	5910 Mineral Point Road
	 
	 	Madison, WI 53705-4456
	 
	 	Tel:  608-231-8255
	 
	 	Fax:  608-236-6224
	 
	 	Email:  john.petchler@cunamutual.com
	 
	 	With a copy to:
	 
	 	CUMIS Insurance Society, Inc.
	 
	 	Attn: Associate General Counsel
	 
	 	5910 Mineral Point Road
	 
	 	Madison, WI 53705-4456
	 
	 	Tel:  608-231-7653
	Address / Fax # for all other
	 	Fax:  608-236-7653
	notices
	 	Email:  david.patch@cunamutual.com
	 
	 	 	 	 
	 
	 	State Street Bank
	 
	 	DTC/New York Window
	 
	 	55 Water  Street
	 
	 	Plaza Level, 3rd Floor
	Instructions re Delivery of Notes
	 	New York, NY  10041
	 
	 	 	 	 
	 
	 	CUMIS INSURANCE SOCIETY, INC.
	 
	 	By: MEMBERS Capital Advisors, Inc., acting as Investment Advisor
	 
	 	By:____________________________
	 
	 	Name: David Patch
	Signature Block
	 	Title: Director, Private Placements
	 
	 	 	 	 
	Tax identification number
	 	 	39-0972608	 
	 
	 	 	 	 






43




	 	 	 	 	 
	Purchaser Name	 	FARM CREDIT SERVICES OF MID-AMERICA, PCA
	Name in which to register Note(s)	 	FARM CREDIT SERVICES OF MID-AMERICA, PCA
	Note Registration Number(s);	 	 
	Principal Amount(s)	 	RI-46; $5,000,000
	 	 	Federal Funds Wire Transfer
	 	 	AgriBank Farm Credit Bank, St. Paul, MN
	 	 	ABA#: 096016972
	Payment on account of Note(s)	 	Account #:362405688
	Method	 	Account Name: FCS of Mid-America
	Account information	 	Ref: “Accompanying information” below
	 	 	Name of Company: CHS INC.
	 	 	Description of Security: 6.18% Series I Senior Notes due October
	 	 	4,
	 	 	2017
	 
	 	PPN: 12542R B*0
	 
	 	Due date and application (as among principal, interest and
	Accompanying information
	 	Make-Whole Amount) of the payment being made:
	 
	 	 	 	 
	Address / Fax # for notices
related to payments
	 	Email: MAKY_FUNDS@e-farmcredit.com
	 
	 	Farm Credit Services of Mid-America
	 
	 	1601 UPS Drive
	Address / Fax # for all other
	 	Louisville, KY 40223
	notices
	 	Fax: 502-420-3764
	 
	 	 	 	 
	 
	 	Farm Credit Services of Mid-America
	 
	 	1601 UPS Drive
	 
	 	Louisville, KY 40223
	Instructions re Delivery of Notes
	 	Attn: Ralph Bowman
	 
	 	 	 	 
	 
	 	FARM CREDIT SERVICES OF MID-AMERICA, PCA
	 
	 	By:
	 
	 	Name: Ralph M. Bowman
	Signature Block
	 	Title: Vice President-Agribusiness
	 
	 	 	 	 
	Tax identification number
	 	 	61-1355155	 
	 
	 	 	 	 






44




	 	 	 	 	 
	Purchaser Name	 	1ST FARM CREDIT SERVICES, PCA
	Name in which to register Note(s)	 	1ST FARM CREDIT SERVICES, PCA
	Note Registration Number(s);	 	 
	Principal Amount(s)	 	RI-47; $5,000,000
	 	 	Federal Funds Wire Transfer
	 	 	AgriBank
	 	 	St. Paul, MN
	 	 	ABA#: 096016972
	 	 	Acct Name:1st Farm Credit Services
	Payment on account of Note(s)	 	Acct. # 362402288
	Method	 	Attn: CHS private Placement-Colleen Morphey
	Account information	 	Ref: “Accompanying information” below
	 	 	Name of Company: CHS INC.
	 	 	Description of Security: 6.18% Series I Senior Notes due October
	 	 	4,
	 	 	2017
	 
	 	PPN: 12542R B*0
	 
	 	Due date and application (as among principal, interest and
	Accompanying information
	 	Make-Whole Amount) of the payment being made:
	 
	 	 	 	 
	 
	 	1st Farm Credit Services
	 
	 	2000 Jacobssen Drive
	 
	 	Normal, IL.  61761
	 
	 	Tel: 309-268-0212
	Address / Fax # for notices
	 	Or
	related to payments
	 	Email: LOANACCOUNTING@1stfarmcredit.com
	 
	 	 	 	 
	 
	 	1st Farm Credit Services
	 
	 	1560 Wall Street, Suite 221
	 
	 	Naperville, IL.  60563
	 
	 	Tel: 630-527-6426 x2
	Address / Fax # for all other
	 	Or
	notices
	 	Email: drichar@1stfarmcredit.com
	 
	 	 	 	 
	 
	 	1st Farm Credit Services
	 
	 	1560 Wall Street, Suite 221
	 
	 	Naperville, IL.  60563
	Instructions re Delivery of Notes
	 	Attn: Dale Richardson
	 
	 	 	 	 
	 
	 	1ST FARM CREDIT SERVICES, PCA
	 
	 	By:
	 
	 	Name: Dale A. Richardson
	Signature Block
	 	Title: VP-Capital Markets
	 
	 	 	 	 
	Tax identification number
	 	 	37-1270649	 
	 
	 	 	 	 






45




	 	 	 	 	 
	 	 	AGCOUNTRY FARM CREDIT SERVICES, PCA, D/B/A FCS COMMERCIAL FINANCE
	Purchaser Name	 	GROUP
	 
	 	AGCOUNTRY FARM CREDIT SERVICES, PCA, D/B/A FCS COMMERCIAL FINANCE
	Name in which to register Note(s)
	 	GROUP
	 
	 	 	 	 
	Note Registration Number(s);
Principal Amount(s)
	 	RI-48; $5,000,000
	 
	 	 	 	 
	 
	 	Federal Funds Wire Transfer
	 
	 	Agribank, FCB
	 
	 	375 Jackson Street
	 
	 	St Paul, MN 55101
	 
	 	ABA:  096016972
	Payment on account of Note(s)
	 	Account Name:  CHS – FCS Commercial Finance Group
	Method
	 	Account #:  362401000
	Account information
	 	Ref: “Accompanying information” below
	 
	 	 	 	 
	 
	 	Name of Company: CHS INC.
	 
	 	Description of Security: 6.18% Series I Senior Notes due October
	 
	 	 	4,	 
	 
	 	 	2017	 
	 
	 	PPN: 12542R B*0
	 
	 	Due date and application (as among principal, interest and
	Accompanying information
	 	Make-Whole Amount) of the payment being made:
	 
	 	 	 	 
	 
	 	Agribank, FCB
	 
	 	375 Jackson Street
	 
	 	St Paul, MN  55101
	Address / Fax # for notices
	 	Attn: Jessica Hewitt
	related to payments
	 	Fax: 651-295-8172
	 
	 	 	 	 
	 
	 	FCS Commercial Finance Group
	 
	 	600 South Highway 169, Suite 850
	Address / Fax # for all other
	 	Minneapolis, MN  55426
	notices
	 	Attn: Jeremy Voigts
	 
	 	 	 	 
	 
	 	FCS Commercial Finance Group
	 
	 	600 South Highway 169, Suite 850
	 
	 	Minneapolis, MN  55426
	Instructions re Delivery of Notes
	 	Attn: Jeremy Voigts
	 
	 	 	 	 
	 
	 	AGCOUNTRY FARM CREDIT SERVICES, PCA, D/B/A FCS COMMERCIAL FINANCE
	 
	 	GROUP
	 
	 	By:
	 
	 	Name: Jeremy Voigts
	Signature Block
	 	Title: Assistant Vice President
	 
	 	 	 	 
	Tax identification number
	 	 	45-0455254	 
	 
	 	 	 	 






46




	 	 	 	 	 
	Purchaser Name	 	FARM CREDIT SERVICES OF AMERICA, PCA
	Name in which to register Note(s)	 	FARM CREDIT SERVICES OF AMERICA, PCA
	Note Registration Number(s);	 	 
	Principal Amount(s)	 	RI-49; $5,000,000
	 	 	Federal Funds Wire Transfer
	 	 	Agribank, FCB
	 	 	St Paul, MN 55101
	 	 	ABA: 096016972
	 	 	Account #: 362021040
	Payment on account of Note(s)	 	Account Name:	Farm Credit Services of America
	Method	 	Attn:	Becky Haas/Denise Beck
	Account information	 	Ref: “Accompanying information” below
	 	 	Name of Company: CHS INC.
	 	 	Description of Security: 6.18% Series I Senior Notes due October
	 	 	4,
	 	 	2017
	 
	 	PPN: 12542R B*0
	 
	 	Due date and application (as among principal, interest and
	Accompanying information
	 	Make-Whole Amount) of the payment being made:
	 
	 	 	 	 
	Address / Fax # for notices
related to payments
	 	Email: wires@fcsamerica.com
	Address / Fax # for all other
notices
	 	Email: capitalmarkets@fcsamerica.com
	 
	 	Farm Credit Services of America
	 
	 	5015 S. 118th Street
	 
	 	Omaha, NE  68137
	Instructions re Delivery of Notes
	 	Attn:  Sue Brownlee
	 
	 	 	 	 
	 
	 	FARM CREDIT SERVICES OF AMERICA, PCA
	 
	 	By:
	 
	 	Name: Steven L. Moore
	Signature Block
	 	Title: Vice President
	 
	 	 	 	 
	Tax identification number
	 	 	47-0373522	 
	 
	 	 	 	 






47




	 	 	 	 	 
	Purchaser Name	 	NATIONAL GUARDIAN LIFE INSURANCE COMPANY
	Name in which to register Note(s)	 	NATIONAL GUARDIAN LIFE INSURANCE COMPANY
	Note Registration Number(s);	 	 
	Principal Amount(s)	 	RI-50; $4,000,000
	 	 	Federal Funds Wire Transfer
	 	 	US Bank Madison
	 	 	PO Box 7900
	 	 	Madison, WI 53707
	 	 	ABA No. 075000022
	Payment on account of Note(s)	 	For credit to: National Guardian Life Insurance Company
	Method	 	Account No. 312	335 010
	Account information	 	Ref:	“Accompanying Information” below
	 	 	Name of Company: CHS INC.
	 	 	Description of Security: 6.18% Series I Senior Notes due October
	 	 	4,
	 	 	2017
	 
	 	PPN: 12542R B*0
	 
	 	Due date and application (as among principal, interest and
	Accompanying information
	 	Make-Whole Amount) of the payment being made:
	 
	 	 	 	 
	 
	 	National Guardian Life Insurance Company
	 
	 	Two E. Gilman St
	Address / Fax # for notices
	 	Madison, WI  53703
	related to payments
	 	Attn: Investment Dept
	 
	 	 	 	 
	 
	 	National Guardian Life Insurance Company
	 
	 	Two E Gilman St
	Address / Fax # for all other
	 	Madison, WI  53703
	notices
	 	Attn: Investment Dept
	 
	 	 	 	 
	 
	 	National Guardian Life Insurance Company
	 
	 	Two E. Gilman Street
	 
	 	Madison, WI  53703
	Instructions re Delivery of Notes
	 	Attn: Robert A. Mucci
	 
	 	 	 	 
	 
	 	NATIONAL GUARDIAN LIFE INSURANCE COMPANY
	 
	 	By:______________________
	 
	 	Name: R.A. Mucci
	Signature Block
	 	Title: Senior Vice President & Treasurer
	 
	 	 	 	 
	Tax identification number
	 	 	39-0493780	 
	 
	 	 	 	 






48




	 	 	 	 	 
	Purchaser Name	 	ASSURITY LIFE INSURANCE COMPANY
	Name in which to register Note(s)	 	ASSURITY LIFE INSURANCE COMPANY
	Note Registration Number(s);	 	 
	Principal Amount(s)	 	RI-51; $2,000,000
	 	 	Federal Funds Wire Transfer
	 	 	US Bank National Association
	 	 	13th and M Streets
	 	 	Lincoln, NE 68508
	 	 	ABA Number 104000029
	Payment on account of Note(s)	 	Account of: Assurity Life Insurance Company
	Method	 	General Fund Account #1-494-0092-9092
	Account Information	 	Ref:	“Accompanying information” below
	Accompanying Information	 	Name of Company: CHS INC.
	 	 	Description of Security: 6.18% Series I Senior Notes due October
	 	 	4,
	 	 	2017
	 
	 	PPN: 12542R B*0
	 
	 	Due date and application (as among principal, interest and
	 
	 	Make-Whole Amount) of the payment being made:
	 
	 	Assurity Life Insurance Company
	 
	 	4000 Pine Lake Road
	 
	 	Lincoln, NE  68516
	 
	 	Attn:  Investment Division
	Address for Notices Related to
	 	Phone:  402-437-3682
	Payments
	 	Fax:  402-458-2170
	 
	 	Assurity Life Insurance Company
	 
	 	4000 Pine Lake Road
	 
	 	P.O. Box 82533
	 
	 	Lincoln, NE  68501-2533
	 
	 	Attn:  Victor Weber
	 
	 	Phone:  402-437-3682
	 
	 	Fax:  402-458-2170
	Address for all other Notices
	 	Email:  vweber@assurity.com
	 
	 	 	 	 
	 
	 	Assurity Life Insurance Company
	 
	 	4000 Pine Lake Road
	 
	 	Lincoln, NE  68516
	Instructions for Delivery of Notes
	 	Attn:  Victor Weber
	 
	 	 	 	 
	 
	 	ASSURITY LIFE INSURANCE COMPANY
	 
	 	By:______________________________
	 
	 	Name:
	Signature Block
	 	Title:
	 
	 	 	 	 
	Tax Identification Number
	 	 	38-1843471	 
	 
	 	 	 	 






49




	 	 	 	 	 
	Purchaser Name	 	THE OHIO NATIONAL LIFE INSURANCE COMPANY
	Name in which to register Note(s)	 	THE OHIO NATIONAL LIFE INSURANCE COMPANY
	Note Registration Number(s);	 	 
	Principal Amount(s)	 	RI-52; $1,000,000
	 	 	Federal Funds Wire Transfer
	 	 	U.S. Bank N.A.
	 	 	5th & Walnut Streets
	 	 	Cincinnati, OH 45202
	 	 	ABA #042-000013
	Payment on account of Note(s)	 	For credit to The Ohio National Life Insurance Company Account
	Method	 	No. 910-275-7
	Account information	 	Ref: “Accompanying information” below
	 	 	Name of Company: CHS INC.
	 	 	Description of Security: 6.18% Series I Senior Notes due October
	 	 	4,
	 	 	2017
	 
	 	PPN: 12542R B*0
	 
	 	Due date and application (as among principal, interest and
	Accompanying information
	 	Make-Whole Amount) of the payment being made:
	 
	 	 	 	 
	 
	 	The Ohio National Life Insurance Company
	 
	 	One Financial Way
	 
	 	Cincinnati, OH  45242
	Address / Fax # for notices
	 	Attention: Investment Department
	related to payments
	 	Fax: 513-794-4506
	 
	 	 	 	 
	 
	 	The Ohio National Life Insurance Company
	 
	 	One Financial Way
	 
	 	Cincinnati, OH  45242
	Address / Fax # for all other
	 	Attention: Investment Department
	notices
	 	Fax: 513-794-4506
	 
	 	 	 	 
	 
	 	The Ohio National Life Insurance Company
	 
	 	One Financial Way
	 
	 	Cincinnati, OH  45242
	Instructions re Delivery of Notes
	 	Attention: Jed R. Martin
	 
	 	 	 	 
	 
	 	THE OHIO NATIONAL LIFE INSURANCE COMPANY
	 
	 	By: ________________________
	 
	 	Name: Jed R. Martin
	Signature Block
	 	Title: Vice President, Private Placements
	 
	 	 	 	 
	Tax identification number
	 	 	31-0397080	 
	 
	 	 	 	 






50




	 	 	 	 	 
	Purchaser Name	 	OHIO NATIONAL LIFE ASSURANCE CORPORATION
	Name in which to register Note(s)	 	OHIO NATIONAL LIFE ASSURANCE CORPORATION
	Note Registration Number(s);	 	 
	Principal Amount(s)	 	RI-53; $4,000,000
	 	 	Federal Funds Wire Transfer
	 	 	U.S. Bank N.A.
	 	 	5th & Walnut Streets
	 	 	Cincinnati, OH 45202
	 	 	ABA #042-000013
	Payment on account of Note(s)	 	For credit to Ohio National Life Assurance Corporation
	Method	 	Account No. 865-215-8
	Account information	 	Ref: “Accompanying information” below
	 	 	Name of Company: CHS INC.
	 	 	Description of Security: 6.18% Series I Senior Notes due October
	 	 	4,
	 	 	2017
	 
	 	PPN: 12542R B*0
	 
	 	Due date and application (as among principal, interest and
	Accompanying information
	 	Make-Whole Amount) of the payment being made:
	 
	 	 	 	 
	 
	 	Ohio National Life Assurance Corporation
	 
	 	One Financial Way
	 
	 	Cincinnati, OH  45242
	Address / Fax # for notices
	 	Attention: Investment Department
	related to payments
	 	Fax: 513-794-4506
	 
	 	 	 	 
	 
	 	Ohio National Life Assurance Corporation
	 
	 	One Financial Way
	 
	 	Cincinnati, OH  45242
	Address / Fax # for all other
	 	Attention: Investment Department
	notices
	 	Fax: 513-794-4506
	 
	 	 	 	 
	 
	 	Ohio National Life Assurance Corporation
	 
	 	One Financial Way
	 
	 	Cincinnati, OH  45242
	Instructions re Delivery of Notes
	 	Attention:  Jed R. Martin
	 
	 	 	 	 
	 
	 	OHIO NATIONAL LIFE ASSURANCE CORPORATION
	 
	 	By: ________________________
	 
	 	Name: Jed R. Martin
	Signature Block
	 	Title: Vice President, Private Placements
	 
	 	 	 	 
	Tax identification number
	 	 	31-0962495	 
	 
	 	 	 	 






51



SCHEDULE B




DEFINED TERMS




As used herein, the following terms have the respective meanings set forth below or set forth
in the Section hereof following such term:



“Adjusted Consolidated Funded Debt” means Consolidated Funded Debt, plus the net present value
of all rentals payable under operating leases of the Company and its Subsidiaries as discounted by
a rate of 10% per annum.



“Affiliate” means, at any time, and with respect to any Person, (a) any other Person that at
such time directly or indirectly through one or more intermediaries Controls, or is Controlled by,
or is under common Control with, such first Person, and (b) any Person beneficially owning or
holding, directly or indirectly, 10% or more of any class of voting or equity interests of the
Company or any Subsidiary or any corporation of which the Company and its Subsidiaries beneficially
own or hold, in the aggregate, directly or indirectly, 10% or more of any class of voting or equity
interests. As used in this definition, “Control” means the possession, directly or indirectly, of
the power to direct or cause the direction of the management and policies of a Person, whether
through the ownership of Voting Interests, by contract or otherwise. Unless the context otherwise
clearly requires, any reference to an “Affiliate” is a reference to an Affiliate of the Company.



“Agreement, this” is defined in Section 17.3.



“Anti-Terrorism Order” means Executive Order No. 13,224 of September 23, 2001, Blocking
Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support
Terrorism, 66 U.S. Fed. Reg. 49079 (2001), as amended.



“Business Day” means any day other than a Saturday, a Sunday or a day on which commercial
banks in New York, New York are required or authorized to be closed.



“Capital Lease” means, at any time, a lease with respect to which the lessee is required
concurrently to recognize the acquisition of an asset and the incurrence of a liability in
accordance with GAAP.



“Capitalized Lease Obligation” means with respect to any Person and a Capital Lease, the
amount of the obligation of such Person as the lessee under such Capital Lease (net of interest
expenses) which would, in accordance with GAAP, appear as a liability on a balance sheet of such
Person.



“Change in Control” means any Person or Persons acting in concert, together with the
Affiliates thereof, directly or indirectly controlling or owning (beneficially or otherwise) in the
aggregate more than 50% of the aggregate voting power of the issued and outstanding Voting
Interests of the Company.



“Closing” is defined in Section 3.



“CoBank” means Co-Bank, ACB, a United States Agricultural Credit Bank.



“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rules
and regulations promulgated thereunder from time to time.



“Company” is defined in the introductory paragraph hereof.



“Confidential Information” is defined in Section 20.



“Consolidated Cash Flow” means for any period the sum of (a) earnings before income taxes of
the Company and its Subsidiaries for such period determined on a consolidated basis in accordance
with GAAP, plus (b) the amounts that have been deducted in the determination of such earnings
before income taxes for such period for (i) interest expense for such period, (ii) depreciation for
such period, (iii) amortization for such period and (iv) extraordinary 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) one-time gains, (ii) extraordinary income, (iii) non-cash
patronage income, and (iv) non-cash equity earnings in joint ventures.



“Consolidated Funded Debt” means as of any date of determination, the total of all Funded Debt
of the Company and its Subsidiaries outstanding on such date, after eliminating all offsetting
debits and credits between the Company and its Subsidiaries and all other items required to be
eliminated in the course of preparation of consolidated financial statements of the Company and its
Subsidiaries in accordance with GAAP.



“Consolidated Members’ and Patrons’ Equity” means, with respect to the Company and its
Subsidiaries, the amount of equity accounts, plus (or minus in the case of a deficit) the amount of
surplus and retained earnings accounts of the Company and its Subsidiaries, plus (or minus in the
case of a deficit), to the extent not included in such equity accounts, the minority interests in
Subsidiaries; provided that the total amount of intangible assets of the Company and its
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 exceed $30,000,000, they will not be included in the calculation of Consolidated
Members’ and Patrons’ Equity); all as determined on a consolidated basis in accordance with GAAP
consistently applied.



“Consolidated Net Worth” means as of any date, total equity of the Company and its
Subsidiaries as of such date, determined on a consolidated basis in accordance with GAAP.



“Consolidated Total Assets” means at any time, the total assets of the Company and its
Subsidiaries that would be shown on a consolidated balance sheet of the Company and its
Subsidiaries at such time prepared in accordance with GAAP.



“Debt” means with respect to any Person




(a) all obligations of such Person for borrowed money (including all obligations for
borrowed money secured by any Lien with respect to any property owned by such Person whether
or not such Person has assumed or otherwise become liable for such obligations),




(b) all obligations of such Person for the deferred purchase price of property acquired
by such Person (excluding accounts payable arising in the ordinary course of business but
including all liabilities created or arising under any conditional sale or other title
retention agreement with respect to such property),




(c) all Capitalized Lease Obligations of such Person and




(d) all Guaranties of such Person with respect to liabilities of the type described in
clause (a), (b) or (c) of any other Person,



provided that (i) Debt of a Subsidiary of the Company shall exclude such obligations and
Guaranties of such Subsidiary if owed or guaranteed by such Subsidiary to the Company or a
Wholly-Owned Subsidiary of the Company, (ii) Debt of the Company shall exclude such obligations and
Guaranties if owed or guaranteed by the Company to a Wholly-Owned Subsidiary of the Company and
(iii) Debt of the Company shall exclude any unfunded obligations which may exist now and in the
future in the Company’s pension plans.



“Debt Prepayment Application” is defined in Section 10.7(c).



“Default” means an event or condition the occurrence or existence of which would, with the
lapse of time or the giving of notice or both, become an Event of Default.



“Default Rate” means that rate of interest that is the greater of (a) 2% per annum above the
rate of interest stated in clause (a) of the first paragraph of the Notes or (b) 2% over the rate
of interest publicly announced by The Bank of New York in New York, New York as its “base” or
“prime” rate.



“Designated Portion” is defined in Section 10.7(b).



“Disclosure Documents” is defined in Section 5.3.



“Disposition Value” is defined in Section 10.7(c).



“Distribution” means, in respect of any corporation, association or other business entity:




(a) dividends or other distributions or payments on capital stock or other equity
interests of such corporation, association or other business entity (except distributions in
such stock or other equity interest); and




(b) the redemption or acquisition of such stock or other equity interests or of
warrants, rights or other options to purchase such stock or other equity interests (except
when solely in exchange for such stock or other equity interests) unless made,
contemporaneously, from the net proceeds of a sale of such stock or other equity interests.




“Electronic Delivery” is defined in Section 7.1(a).



“Environmental Laws” means any and all Federal, state, local, and foreign statutes, laws,
regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants,
franchises, licenses, agreements or governmental restrictions relating to pollution and the
protection of the environment or the release of any materials into the environment, including but
not limited to those related to hazardous substances or wastes, air emissions and discharges to
waste or public systems.



“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to
time, and the rules and regulations promulgated thereunder from time to time in effect.



“ERISA Affiliate” means any trade or business (whether or not incorporated) that is treated as
a single employer together with the Company under section 414 of the Code.



“Event of Default” is defined in Section 11.



“Exchange Act” means the Securities Exchange Act of 1934, as amended.



“Excluded Transfers” is defined in Section 10.7(a).



“Fair Market Value” means, at any time and with respect to any property, the sale value of
such property that would be realized in an arm’s-length sale at such time between an informed and
willing buyer and an informed and willing seller (neither being under a compulsion to buy or sell,
respectively).



“Form 10-Q” is defined in Section 7.1(a).



“Form 10-K” is defined in Section 7.1(b).



“Funded Debt” means with respect to any Person, all Debt which would, in accordance with GAAP,
be required to be classified as a long term liability on the books of such Person, and shall
include, without limitation (i) any Debt which by its terms or by the terms of any instrument or
agreement relating thereto matures, or which is otherwise payable or unpaid, more than one year
from the date of creation thereof, (ii) any Debt outstanding under a revolving credit or similar
agreement providing for borrowings (and renewals and extensions thereof) which would, in accordance
with GAAP, be required to be classified as a long term liability of such Person, (iii) any
Capitalized Lease Obligation of such Person, and (iv) any Guaranty of such Person with respect to
Funded Debt of another Person. Notwithstanding anything to the contrary contained herein, any Debt
outstanding under a revolving credit or similar agreement providing for borrowings where no amount
of such Debt is outstanding for a period of 30 consecutive days during each 12 month period (and
which has not been refinanced with other Debt which does not constitute Funded Debt) will not be
deemed to constitute Funded Debt.



“GAAP” means generally accepted accounting principles as in effect from time to time in the
United States of America.



“Governmental Authority” means




(a) the government of




(i) the United States of America or any State or other political subdivision
thereof, or




(ii) any jurisdiction in which the Company or any Subsidiary conducts all or
any part of its business, or which asserts jurisdiction over any properties of the
Company or any Subsidiary, or




(b) any entity exercising executive, legislative, judicial, regulatory or
administrative functions of, or pertaining to, any such government.



“Guaranty” means, with respect to any Person, any obligation (except the endorsement in the
ordinary course of business of negotiable instruments for deposit or collection) of such Person
guaranteeing or in effect guaranteeing any Debt, dividend or other obligation of any other Person
in any manner, whether directly or indirectly, including (without limitation) obligations incurred
through an agreement, contingent or otherwise, by such Person:




(a) to purchase such Debt or obligation or any property constituting security therefor;




(b) to advance or supply funds (i) for the purchase or payment of such Debt or
obligation, or (ii) to maintain any working capital or other balance sheet condition or any
income statement condition of any other Person or otherwise to advance or make available
funds for the purchase or payment of such Debt or obligation;




(c) to lease properties or to purchase properties or services primarily for the purpose
of assuring the owner of such Debt or obligation of the ability of any other Person to make
payment of the Debt or obligation; or




(d) otherwise to assure the owner of such Debt or obligation against loss in respect
thereof.



In any computation of the Debt or other liabilities of the obligor under any Guaranty, the
Debt or other obligations that are the subject of such Guaranty shall be assumed to be direct
obligations of such obligor.



“Hazardous Material” means any and all pollutants, toxic or hazardous wastes or any other
substances that might pose a hazard to health or safety, the removal of which may be required or
the generation, manufacture, refining, production, processing, treatment, storage, handling,
transportation, transfer, use, disposal, release, discharge, spillage, seepage, or filtration of
which is or shall be restricted, prohibited or penalized by any applicable law (including, without
limitation, asbestos, urea formaldehyde foam insulation and polychlorinated biphenyls).



“holder” means, with respect to any Note, the Person in whose name such Note is registered in
the register maintained by the Company pursuant to Section 13.1.



“Hostile Tender Offer” means, with respect to the use of proceeds of any Note, any offer to
purchase, or any purchase of, shares of capital stock of any corporation or equity interests in any
other entity, or securities convertible into or representing the beneficial ownership of, or rights
to acquire, any such shares or equity interests, if such shares, equity interests, securities or
rights are of a class which is publicly traded on any securities exchange or in any
over-the-counter market, other than purchases of such shares, equity interests, securities or
rights representing less than 5% of the equity interests or beneficial ownership of such
corporation or other entity for portfolio investment purposes, and such offer or purchase has not
been duly approved by the board of directors of such corporation or the equivalent governing body
of such other entity prior to the date of the Closing.



“INHAM Exemption” is defined in Section 6.2(e).



“Institutional Investor” means (a) any original purchaser of a Note, (b) any holder of a Note
holding more than 5% of the aggregate principal amount of the Notes then outstanding, and (c) any
bank, trust company, savings and loan association or other financial institution, any pension plan,
any investment company, any insurance company, any broker or dealer, or any other similar financial
institution or entity, regardless of legal form.



“Lien” means, with respect to any Person, any mortgage, lien, pledge, charge, security
interest or other encumbrance, or any interest or title of any vendor, lessor, lender or other
secured party to or of such Person under any conditional sale or other title retention agreement or
Capital Lease, upon or with respect to any property or asset of such Person (including in the case
of stock, stockholder agreements, voting trust agreements and all similar arrangements).



“Make-Whole Amount” is defined in Section 8.7.



“Material” means material in relation to the business, operations, affairs, financial
condition, assets, properties, or prospects of the Company and its Subsidiaries taken as a whole.



“Material Adverse Effect” means a material adverse effect on (a) the business, operations,
affairs, financial condition, assets or properties of the Company and its Subsidiaries taken as a
whole, or (b) the ability of the Company to perform its obligations under this Agreement and the
Notes, or (c) the validity or enforceability of this Agreement or the Notes.



“Memorandum” is defined in Section 5.3.



“Multiemployer Plan” means any Plan that is a “multiemployer plan” (as such term is defined in
section 4001(a)(3) of ERISA).



“NAIC” means the National Association of Insurance Commissioners or any successor thereto.



“NAIC Annual Statement” is defined in Section 6.2(a).



“NCRA” means National Cooperative Refinery Association, a Kansas cooperative association.



“Net Proceeds Amount” is defined in Section 10.7(c).



“Notes” is defined in Section 1.



“Officer’s Certificate” means a certificate of a Senior Financial Officer or of any other
officer of the Company whose responsibilities extend to the subject matter of such certificate.



“Ordinary Course Transfer” is defined in Section 10.7(a).



“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA or any
successor thereto.



“Person” means an individual, partnership, corporation, limited liability company,
association, trust, unincorporated organization, or a government or agency or political subdivision
thereof.



“Plan” means an “employee benefit plan” (as defined in section 3(3) of ERISA) that is or,
within the preceding five years, has been established or maintained, or to which contributions are
or, within the preceding five years, have been made or required to be made, by the Company or any
ERISA Affiliate or with respect to which the Company or any ERISA Affiliate may have any liability.



“Primary Bank Facility” means an agreement, guaranty or other instrument (or agreements,
guaranties or other instruments to the extent such agreements, guaranties or other instruments were
entered into in concert in one or a series of transactions): (i) entered into by the Company in
connection with the provision of recourse credit in the form of revolving loans, term loans,
letters of credit or other extensions of credit commonly provided under syndicated bank credit
agreements to the Company or any of its Subsidiaries and (ii) under which the aggregate amount of
credit extended (whether in the form of loans or commitments) to the Company or for which the
Company is obligated as a guarantor or otherwise is $150,000,000 or more.



“Priority Debt” means, at any time, without duplication, the sum of




(a) all then outstanding Debt of the Company or any Subsidiary secured by any Lien on
any property of the Company or any Subsidiary (other than Debt secured only by Liens
permitted under paragraphs (a) through (i) of Section 10.6), plus




(b) all Funded Debt of Subsidiaries of the Company.



“property” or “properties” means, unless otherwise specifically limited, real or personal
property of any kind, tangible or intangible, choate or inchoate.



“Proposed Prepayment Date” is defined in Section 8.2(b)(i).



“PTE” is defined in Section 6.2(a).



“Purchaser” is defined in the introductory paragraph hereof.



“QPAM Exemption” means Prohibited Transaction Class Exemption 84-14 issued by the United
States Department of Labor.



“Qualified Institutional Buyer” means any Person who is a “qualified institutional buyer”
within the meaning of such term as set forth in Rule 144A(a)(1) under the Securities Act.



“Ratable Portion” is defined in Section 10.7(c).



“Reinvested Transfer” is defined in Section 10.7(b).



“Required Holders” means, at any time, the holders of a majority in aggregate principal amount
of the Notes at the time outstanding (exclusive of Notes then owned by the Company or any of its
Affiliates).



“Required Principal Payment” is defined in Section 8.2(a).



“Responsible Officer” means any Senior Financial Officer and any other officer of the Company
with responsibility for the administration of the relevant portion of this Agreement.



“SEC” shall mean the Securities and Exchange Commission of the United States, or any successor
thereto.



“Securities Act” means the Securities Act of 1933, as amended from time to time.



“Senior Debt” means the Notes and any Debt of the Company or its Subsidiaries that by its
terms is not in any manner subordinated in right of payment to any other unsecured Debt of the
Company or any Subsidiary.



“Senior Financial Officer” means the chief financial officer, principal accounting officer,
treasurer or comptroller of the Company.



“Source” is defined in Section 6.2.



“Subsidiary” shall mean, with respect to any Person, any other Person greater than 50% of the
total combined voting power of all classes of Voting Interests of which shall, at the time as of
which any determination is being made, be owned by such first Person either directly or through
other Subsidiaries of such first Person.



“Substantial Portion” is defined in Section 10.7(c).



“Surviving Corporation” is defined in Section 10.2(b)(i).



“SVO” means the Securities Valuation Office of the NAIC or any successor to such Office.



“Transfer” is defined in Section 10.7(c)(v).



“USA Patriot Act” means United States Public Law 107-56, United and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT Act) Act of
2001.



“Voting Interests” shall mean (a) with respect to any stock corporation, any shares of stock
of such corporation whose holders are entitled under ordinary circumstances to vote for the
election of directors of such corporation or persons performing similar functions (irrespective of
whether at the time stock of any other class or classes shall have or might have voting power by
reason of the happening of any contingency), and (b) with respect to the Company or any other
entity, membership or other ownership interests in the Company or such other entity whose holders
are entitled under ordinary circumstances to vote for the election of the directors of the Company
or such other entity or persons performing similar functions (irrespective of whether at the time
membership or other ownership interests of any other class or classes shall have or might have
voting power by reasoning of the happening of any contingency).



52




“Wholly-Owned Subsidiary” means, at any time, any Subsidiary one hundred percent (100%) of all of

the equity interests (except directors’ qualifying shares) and voting interests of which are owned

by any one or more of the Company and the Company’s other Wholly-Owned Subsidiaries at such

time.SCHEDULE 4.9




CHANGES IN CORPORATE STRUCTURE




Effective August 28, 2007, CHS Inc. engaged in a triangular merger with M & M Cooperative, Inc. of
Yuma, Colorado (“Yuma”) and CHS-M&M, Inc., a wholly-owned subsidiary of CHS Inc., through which
CHS-M&M, Inc. acquired all of the assets of Yuma. Equities of CHS Inc. were exchanged for equities
of Yuma in the transaction. The book value of the assets of Yuma acquired by CHS-M&M, Inc. in the
transaction is [$20,000,000 – pending confirmation].



53




SCHEDULE 5.3




DISCLOSURE MATERIALS




None.



54




SCHEDULE 5.4




SUBSIDIAIRIES OF THE COMPANY AND OWNERSHIP OF SUBSIDIARY STOCK




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Active/	 	 	 	 	 	 	 	 	 	 	 	 	 	Jurisdiction of	 	Date of	 	 
	Inactive	 	Business Name	 	Address	 	Type	 	Business Description	 	Ownership By	 	Fiscal Year End	 	Incorporation	 	Incorporation	 	Federal ID
	 	 	 	 	5500 Cenex Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Ag States Agency of	 	PO Box 64089	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A	 	Montana, Inc.	 	St. Paul, MN 55164	 	SUB	 	Insurance Agency	 	100% CHS	 	31-Dec	 	Montana	 	10/11/1977	 	81-0372838
	 	 	 	 	5500 Cenex Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Ag States Agency,	 	PO Box 64089	 	 	 	Independent	 	 	 	 	 	 	 	 	 	 
	A	 	LLC	 	St. Paul, MN 55164	 	LLC	 	Insurance Agency	 	100% CHS	 	31-May	 	Minnesota	 	12/27/1994	 	41-1795536
	 	 	CENEX AG, Inc.	 	5500 Cenex Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	(formerly FUCEI-E,	 	PO Box 64089	 	 	 	Sale of feed and	 	 	 	 	 	 	 	 	 	 
	A	 	Inc.)	 	St. Paul, MN 55164	 	Sub	 	seed products.	 	100% CHS	 	31-Aug	 	Delaware	 	10/23/1974	 	41-1248837
	 	 	 	 	 	 	 	 	Retail sales and	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	5500 Cenex Drive	 	 	 	distribution of	 	 	 	 	 	 	 	 	 	 
	 	 	Cenex Petroleum,	 	PO Box 64089	 	 	 	petroleum and other	 	 	 	 	 	 	 	 	 	 
	A	 	Inc.	 	St. Paul, MN 55164	 	Sub	 	related products.	 	100% CHS	 	 	 	Minnesota	 	7/11/1996	 	41-1847046
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 
	 	 
	 	 
	A

	 	CENEX Pipeline, LLC
	 	5500 Cenex Drive

PO Box 64089

St. Paul, MN 55164
	 	LLC
	 	Operating

Subsidiary for

pipeline operations
	 	



100% CHS
	 	



	 	



Minnesota
	 	



5/4/1998
	 	





	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 
	 	 
	 	

	A

	 	CHS Aggressive

Growth Fund, Inc.
	 	11 East Chase Street

Baltimore, MD 21202
	 	

Corp
	 	

Investment Company
	 	

100% CHS
	 	

31-Aug
	 	

Maryland
	 	

5/1/2001
	 	

52-2316147
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	A

	 	CHS Canada, Inc.
	 	80 Dufferin Avenue

London, Ontario

N6A4G4
	 	Corp
	 	Holding Company for

investment in

Horizon Milling GP
	 	



100% CHS
	 	



31-Aug
	 	



Ontario
	 	



7/18/2006
	 	



Canadian 2108362
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	A

	 	CHS Conservative

Growth Fund, Inc.
	 	11 East Chase Street

Baltimore, MD 21202
	 	

Corp
	 	

Investment Company
	 	

100% CHS
	 	

31-Aug
	 	

Maryland
	 	

5/1/2001
	 	

52-2316152
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	A

	 	CHS do Brasil Ltda.
	 	Avenida Santo Amaro

48, 3rd Floor, Ste. 31

Vila Nova Conceicao

Sao Paulo, Brazil

04506-000
	 	LLC
	 	Origination and

marketing of

soybeans for export

to Pacific Rim and

European buyers
	 	





100% CHS
	 	





	 	





Sao Paulo

Brazil
	 	





Feb-03
	 	





Brazil

05.492.968/0001-04
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 
	 	 
	 	 
	A

	 	CHS Energy Canada,

Inc.
	 	5500 Cenex Drive

PO Box 64089

St. Paul, MN 55164
	 	

Sub
	 	

Petroleum; does no

business
	 	

100% CHS
	 	

	 	

Alberta, Canada
	 	

6/12/1987
	 	

868230301-RC0001

Canadian 8874 8884
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 
	 	 
	 	 
	A

	 	CHS Fixed Income

Fund, Inc.
	 	11 East Chase Street

Baltimore, MD 21202
	 	

Corp
	 	

Investment Company
	 	

100% CHS
	 	

31-Aug
	 	

Maryland
	 	

6/13/2001
	 	

41-2008912
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	A

	 	CHS Holdings, Inc.
	 	5500 Cenex Drive

PO Box 64089

St. Paul, MN 55164
	 	



SUB
	 	



Rail at Joliette, ND
	 	



100% CHS
	 	



31-Aug
	 	



Minnesota
	 	



4/20/1999
	 	



41-1947300
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 






55




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Active/	 	 	 	 	 	 	 	 	 	 	 	 	 	Jurisdiction of	 	Date of	 	 
	Inactive	 	Business Name	 	Address	 	Type	 	Business Description	 	Ownership By	 	Fiscal Year End	 	Incorporation	 	Incorporation	 	Federal ID
	 	 	 	 	 	 	 	 	Agent for CHS in	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	obtaining contracts	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	for sale of grain	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	5500 Cenex Drive	 	 	 	in China & other	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	PO Box 64089	 	 	 	countries in SE	 	 	 	 	 	 	 	 	 	 
	A	 	CHS Hong Kong, LLC	 	St. Paul, MN 55164	 	SUB	 	Asia	 	100% CHS	 	31-Aug	 	Minnesota	 	1/16/2007	 	20-8238207
	 	 	 	 	5500 Cenex Drive	 	 	 	Combined	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	PO Box 64089	 	 	 	Corporation (Cenex	 	 	 	 	 	 	 	 	 	 
	A	 	CHS Inc.	 	St. Paul, MN 55164	 	Self	 	and HSC)	 	100% CHS	 	 	 	Minnesota	 	7/15/1936	 	41-0251095
	 	 	 	 	 	 	 	 	 	 	99% CHS; 1% St.	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Paul Maritime	 	 	 	 	 	 	 	 
	A	 	CHS Inc. de Mexico	 	Mexico City, Mexico	 	Sub	 	 	 	Corporation	 	31-Dec	 	Mexico	 	2/20/2006	 	 
	 	 	 	 	11 East Chase	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A

	 	CHS Moderate Growth

Fund, Inc.
	 	Street Baltimore,

MD 21202
	 	

Corp
	 	

Investment Company
	 	

100% CHS
	 	

31-Aug
	 	

Maryland
	 	

5/1/2001
	 	

52-2316156
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	A

	 	CHS-Blackfoot, Inc.
	 	477 West Highway

26, Blackfoot, ID

83221
	 	SUB
	 	Organized to

transact any and

all lawful business

for which

corporations may be

incorporated under

the Idaho Business

Corporations Act.
	 	













100% CHS
	 	













31-Aug
	 	













Idaho
	 	













3/30/2006
	 	













30-0357896
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	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
	 	



















31-Aug
	 	



















Minnesota
	 	



















8/21/2003
	 	



















75-3133234
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	A

	 	CHS-China, LLC
	 	5500 Cenex Drive

PO Box 64089

St.

Paul, MN 55164
	 	SUB
	 	Agent for CHS in

obtaining contracts

for sale of grain

in China & other

countries in SE

Asia
	 	









100% CHS
	 	









31-Aug
	 	









Minnesota
	 	









4/5/2007
	 	









20-8782343
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 






56




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Active/	 	 	 	 	 	 	 	 	 	 	 	 	 	Jurisdiction of	 	Date of	 	 
	Inactive	 	Business Name	 	Address	 	Type	 	Business Description	 	Ownership By	 	Fiscal Year End	 	Incorporation	 	Incorporation	 	Federal ID
	 	 	 	 	 	 	 	 	Carrying on a farm	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	supply business	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	engaging in the	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	purchase, sale and	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	handling of	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	agricultural	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	products and	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	agricultural	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	135 First Street,	 	 	 	supplies, energy	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Chinook, MT	 	 	 	products and	 	 	 	 	 	 	 	 	 	 
	A	 	CHS-Chinook	 	59523-0339	 	SUB	 	machinery.	 	100% CHS	 	31-Aug	 	Montana	 	2/11/2002	 	73-1630482
	 	 	 	 	5500 Cenex Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Inver Grove	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Heights, MN	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A	 	CHS-Chokio	 	55077-2112	 	SUB	 	 	 	100% CHS	 	31-Aug	 	Minnesota	 	7/28/2006	 	33-1148125
	 

	 	 
	 	 
	 	 
	 	 	 	 
	 	 
	 	 
	 	 
	 	 
	A

	 	CHS-Clinton/Wilmot
	 	5500 Cenex Drive

Inver Grove

Heights, MN

55077-2112
	 	



SUB
	 	



Grain Handling and

Marketing of Grain
	 	





100% CHS
	 	





31-Aug
	 	





Minnesota
	 	





5/21/2003
	 	





87-0711575
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	A

	 	CHS-Corsica
	 	5500 Cenex Drive

Inver Grove

Heights, MN 55077
	 	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
	 	















31-Aug
	 	















South Dakota
	 	















6/25/2007
	 	















35-2303251
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	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
	 	







31-Aug
	 	







North Dakota
	 	







10/9/2003
	 	







75-3133243
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	A

	 	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
	 	











31-Aug
	 	











North Dakota
	 	











1/27/2003
	 	











82-0585676
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 






57




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Active/	 	 	 	 	 	 	 	 	 	 	 	 	 	Jurisdiction of	 	Date of	 	 
	Inactive	 	Business Name	 	Address	 	Type	 	Business Description	 	Ownership By	 	Fiscal Year End	 	Incorporation	 	Incorporation	 	Federal ID
	 	 	 	 	 	 	 	 	Engage in any	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	activity within the	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	purposes for which	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	a cooperative may	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	5500 Cenex Drive	 	 	 	be organized under	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	PO Box 64089	 	 	 	North Dakota	 	 	 	 	 	 	 	 	 	 
	A	 	CHS-Fairdale	 	St. Paul, MN 55164	 	SUB	 	Statute 10-15	 	100% CHS	 	31-Aug	 	North Dakota	 	8/29/2006	 	33-1148124
	 	 	 	 	 	 	 	 	Organized to	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	transact any and	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	all lawful business	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	for which	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	corporations may be	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	5500 Cenex Drive	 	 	 	incorporated under	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	PO Box 64089	 	 	 	Chapter 17 of the	 	 	 	 	 	 	 	 	 	 
	A	 	CHS-Farmco, Inc.	 	St. Paul, MN 55164	 	Sub	 	KSA	 	100% CHS	 	31-Aug	 	Kansas	 	3/13/2006	 	61-1501377
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	A

	 	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
	 	



















31-Aug
	 	



















Minnesota
	 	



















12/23/2003
	 	



















43-2042326
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	A

	 	CHSIH AG
	 	c/o RA Peter Georg

Studer

Posststrasse 6

CH-6301 Zug

Switzerland
	 	



SUB
	 	



Holding Company for

interest in new

Multigrain JV
	 	







100% CHS
	 	







	 	







Zug, Switzerland
	 	







9/19/2006
	 	









	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 
	 	 
	 	

	A

	 	CHS-M&M, Inc.
	 	5500 Cenex Drive

Inver Grove

Heights, MN 55077
	 	



Sub
	 	



	 	



100% CHS
	 	



31-Aug
	 	



Colorado
	 	



3/23/2007
	 	



20-8704763
	 

	 	 
	 	 
	 	 
	 	 	 	 
	 	 
	 	 
	 	 
	 	 
	A

	 	CHS-Mitchell
	 	1320 West Havens

Mitchell, SD 57301
	 	SUB
	 	Carrying on a 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
	 	















31-Aug
	 	















South Dakota
	 	















4/18/2005
	 	















75-3192388
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	A

	 	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
	 	











31-Aug
	 	











Idaho
	 	











8/18/2004
	 	











75-3169237
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	A

	 	CHS-Starbuck
	 	5500 Cenex Drive

Inver Grove

Heights, MN

55077-2112
	 	

SUB
	 	

Grain and supply

business as a

cooperative
	 	





100% CHS
	 	





31-Aug
	 	





Minnesota
	 	





5/28/2003
	 	





87-0711576
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	A

	 	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
	 	













31-Aug
	 	













Kansas
	 	













2/17/2005
	 	













43-2079564
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	A

	 	Circle Land

Management, Inc.
	 	PO Box 909; Laurel,

MT 59044
	 	CORP
	 	Land Mgt. for

property around

Laurel MT refinery
	 	



100% CHS
	 	



	 	



Minnesota
	 	



5/5/1993
	 	



41-1750051
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 
	 	 
	 	 
	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%
	 	











	 	











Washington
	 	











9/21/1990
	 	













	 

	 	 
	 	 
	 	 	 	 	 	 
	 	 	 	 
	 	 
	 	

	A

	 	Country Energy, LLC
	 	5500 Cenex Drive

PO Box 64089

St. Paul, MN 55164
	 	

LLC
	 	

Alliance between

CHS and Farmland
	 	



100% CHS
	 	



31-Aug
	 	



Delaware
	 	



4/9/1998
	 	



43-1813211
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	A

	 	Country Hedging,

Inc.
	 	5500 Cenex Drive

PO Box 64089

St. Paul, MN 55164
	 	SUB
	 	Full service

commodity futures

and option

brokerage
	 	





100% CHS
	 	





31-Aug
	 	





Delaware
	 	





8/20/1986
	 	





41-1556399
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 






58




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Provides cattle	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	feeding and swine	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	financing loans;	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	facility financing	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	4001 South Westport	 	 	 	 	 	loans; crop	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	AvenueP.O. Box	 	 	 	 	 	production loans,	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	88808Sioux Falls,	 	 	 	 	 	and	consulting	 	 	 	 	 	 	 
	A	 	Fin-Ag, Inc.	 	SD 57105	 	SUB	 	services	 	100% CHS	 	31-Aug	 	South Dakota	 	12/17/1987	 	46-0398764
	 	 	 	 	 	 	5500 Cenex Drive	 	 	 	 	 	To own and operate	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Front Range	 	PO Box 64089	 	 	 	 	 	the Front Range	 	 	 	 	 	 	 	 	 	 	 	 
	A	 	Pipeline, LLC	 	St. Paul, MN 55164	 	LLC	 	Pipeline	 	100% CHS	 	 	 	 	 	Minnesota	 	3/23/1999	 	41-1935715
	 	 	 	 	 	 	Dienstenstraat 15	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Harvest States	 	NL 3161 GN	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Cooperatives Europe	 	Rhoon	The	 	 	 	 	 	 	 	 	 	 	 	 	 
	A	 	B.V.	 	Netherlands	 	LLC	 	Grain Marketing	 	100% CHS	 	31-Aug	 	Netherland	 	5/9/2001	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Acquired with	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Sparta Foods,	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	5500 Cenex Drive,	 	 	 	 	 	Sold assets 5/31/05	 	wholly owned	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	La Canasta of	 	Inver Grove	 	 	 	 	 	to Gruma.  Still	 	subsidiary of	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A
	 	Minnesota, Inc.	 	Heights, MN 55077	 	SUB	 	own company	 	Sparta Foods	 	 	 	 	 	 	 	 	 	 	11/18/1980	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	5500 Cenex Driver	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Marshall Insurance	 	Inver Grove Heights	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A
	 	Agency, Inc.	 	MN 55077	 	SUB	 	Insurance Agency	 	100% CHS	 	 	 	 	 	Minnesota	 	 	4/1/2005	 	 	 	83-0428017	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	5500 Cenex Drive	 	 	 	 	 	Acquiring, owning,	 	Financial:  33%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	PO Box 64089	 	 	 	 	 	operating and	 	FUOC; 67% CHS;	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Montevideo Grain,	 	St.	 	 	 	 	 	managing grain	 	Governance 50%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A
	 	LLC	 	Paul, MN 55164	 	LLC	 	assets	 	FUOC, 50% CHS	 	31-Aug	 	Delaware	 	 	8/9/2001	 	 	 	41-2015718	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Manufacturer,	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	National	 	 	 	 	 	 	 	 	 	marketing, and	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Cooperative	 	2000 South Main	 	 	 	 	 	wholesale	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Refinery	 	Mcpherson, KS  67460	 	 	 	 	 	distribution of	 	CHS - 74.5%, 25.5	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A
	 	Association (NCRA)	 	 	(620) 241-2340	 	 	Corp.	 	petroleum products.	 	Growmark and MFA	 	30-Sep	 	Kansas	 	 	7/7/1943	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	5500 Cenex Drive	 	 	 	 	 	Sale of coffee	 	75% CHS, 25%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Partnered	 	Inver Grove	 	 	 	 	 	through Mountain	 	Seaside Properties,	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A
	 	Beverages, LLC	 	Heights, MN  55077	 	LLC	 	Mud stores	 	LLC	 	 	 	 	 	Minnesota	 	 	10/11/2006	 	 	 	20-5706238	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	300 West Feedville	 	 	 	 	 	 	 	 	 	80% - CHS and 20%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	PGG/HSC Feed	 	Road	 	 	 	 	 	 	 	 	 	Pendleton Grain	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A
	 	Company, L.L.C.	 	Hermiston, OR  97838	 	LLC	 	Feed Manufacturer	 	Growers	 	31-May	 	Oregon	 	 	10/26/1994	 	 	 	93-1156470	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Company employing	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	stevedores at	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	St. Paul Maritime	 	 	 	 	 	 	 	 	 	Myrtle Grove	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A
	 	Corporation	 	 	 	 	 	SUB	 	Terminal	 	100% CHSC	 	31-Aug	 	Minnesota	 	 	8/18/1995	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Tillamook Valley	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Nutrition, LLC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(name changed from	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Tillamook/GTA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Feeds, L.L.C	 	4000 Blimp Boulevard	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A
	 	 	10/24/06	)	 	Tillamook, OR  97141	 	JV	 	Feed Manufacturer	 	100% CHS	 	31-Aug	 	Oregon	 	 	9/11/1996	 	 	 	91-1766910	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	5500 Cenex Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	PO Box 64089	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	St. Paul, MN  55164	 	 	 	 	 	Holding Company for	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	and 3315 North Oak	 	 	 	 	 	membership	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	United Country	 	Trafficway Kansas	 	 	 	 	 	interests in	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A
	 	Brands LLC	 	City, MO  64116	 	LLC	 	Agriliance LLC	 	100% CHS	 	31-Aug	 	Delaware	 	 	01/05/00	 	 	 	41-1961040	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






59




SCHEDULE 5.5




FINANCIAL STATEMENTS





	 	1.	 	Consolidated Balance Sheets for fiscal years 2004 through 2006 and 11-month results for
the period ended July 31, 2007.






	 	2.	 	Consolidated Income Statements for fiscal years 2004 through 2006 and 11-month results
for the period ended July 31, 2007.






	 	3.	 	Consolidated Cash Flow Statements for fiscal years 2004 through 2006.





60




SCHEDULE 5.6




RESTRICTIONS ON DEBT





	 	1.	 	$225,000,000 6.81% Series A Notes due June 19, 2013 issued pursuant to Note Agreement
dated as of June 19, 1998 among the Company and each of the investors listed on the
Purchase Schedule attached thereto.






	 	2.	 	$25,000,000 7.90% Series B Notes due January 10, 2011 issued pursuant to Note Purchase
and Private Shelf Agreement dated as of January 10, 2001 among the Company and The
Prudential Insurance Company and certain of affiliates thereof (the “Shelf Agreement”) and
$55,000,000 Private Shelf Facility established thereunder.






	 	3.	 	$55,000,000 7.43% Series C Notes dated March 2, 2001 due March 2, 2011 issued pursuant
to the Shelf Agreement.






	 	4.	 	$115,000,000 4.96% Series D Senior Notes due October 18, 2012 and $60,000,000 5.60%
Series E Senior Notes due October 18, 2017, issued pursuant to Note Purchase Agreement
dated as of October 18, 2002 among the Company and each of the investors listed on the
Purchase Schedule attached thereto.






	 	5.	 	$15,000,000 4.08% Series F Senior Notes due April 13, 2010 and $15,000,000 4.39% Series
G Senior Notes due April 13, 2011 issued pursuant to Note Purchase and Private Shelf
Agreement dated as of April 13, 2004 among the Company and The Prudential Insurance Company
and certain of affiliates thereof and $70,000,000 Private Shelf Facility established
thereunder.






	 	6.	 	$125,000,000 5.25% Series H Senior Notes due September 21, 2014, issued pursuant to
Note Purchase Agreement dated as of September 21, 2004 among the Company and each of the
investors listed on the Purchase Schedule attached thereto.






	 	7.	 	Amended and Restated Credit Agreement ($1,100,000,000 Revolving Loan) dated as of May
18, 2006) by and between CoBank, ACB, St. Paul Bank for Cooperatives, et al. and CHS Inc.,
including all Amendments thereto.






	 	8.	 	Credit Agreement ($200,000,000 Term Loan) dated as of June 1, 1998 by and between
CoBank, ACB, et al. and CHS Inc., including all Amendments thereto.





61




SCHEDULE 5.12




INTELLECTUAL PROPERTY




None.



62




SCHEDULE 5.16




EXISTING DEBT




CHS Inc. & Subsidiaries Outstanding Debt & Committed Lines of Credit as of July 31, 2007.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Item	 	Amount	 	 	 	 	 	 	 	 	 	 	 	 
	Short-Term Notes
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CHS 5 yr Revolver	 	 	1,100,000,000	 	 	(represents commitment — actual drawn was $360,000,000)
	 	 	 	 	 	 	($125,000,000 commitment reduces availability of 5 yr
	Commercial Paper	 	 	0	 	 	revolver — actual drawn was $60,286,915)	 	 	 	 
	NCRA’s Revolver	 	 	15,000,000	 	 	(represents commitment — actual drawn was -0- )
	Provista’s Revolver	 	 	25,000,000	 	 	(represents commitment — actual drawn was $4,838,369)
	Misc Notes
	 	 	1,514,404	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	1,141,514,404	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Indust Rev Bonds
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Montana Econ
	 	 	3,925,000	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Private Placement
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Private Placement -
Jun ‘98
	 	 	225,000,000	 	 	 	 	 	 	 	 	 	 	 	 	 
	Private Placement -
Oct ‘02
	 	 	157,307,692	 	 	 	 	 	 	 	 	 	 	 	 	 
	Prudential Shelf Note
	 	 	31,428,572	 	 	 	 	 	 	 	 	 	 	 	 	 
	Prudential Shelf Note
	 	 	14,285,714	 	 	 	 	 	 	 	 	 	 	 	 	 
	Prudential Shelf Note
	 	 	15,000,000	 	 	 	 	 	 	 	 	 	 	 	 	 
	Prudential Shelf Note
	 	 	15,000,000	 	 	 	 	 	 	 	 	 	 	 	 	 
	Private Placement -
Sept ‘04
	 	 	125,000,000	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	583,021,978	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Cobank
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Building Loan
	 	 	2,154,416	 	 	 	 	 	 	 	 	 	 	 	 	 
	Term Debt
	 	 	75,440,000	 	 	 	 	 	 	 	 	 	 	 	 	 
	NCRA’s Term Debt
	 	 	3,000,000	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	80,594,416	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other Notes Payable
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Corp Books
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Robert L. Nygaard
	 	 	29,000	 	 	 	 	 	 	 	 	 	 	 	 	 
	Lemmon-Thunder Hawk
	 	 	310,719	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mahnomen MN
	 	 	572,913	 	 	 	 	 	 	 	 	 	 	 	 	 
	Greenbush MN
	 	 	175,438	 	 	 	 	 	 	 	 	 	 	 	 	 
	Met Life
	 	 	8,325,446	 	 	 	 	 	 	 	 	 	 	 	 	 
	Hall Prommisory Note
	 	 	84,948	 	 	 	 	 	 	 	 	 	 	 	 	 
	Country Operations
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Prairie Lakes — Elrosa
Note
	 	 	111,783	 	 	 	 	 	 	 	 	 	 	 	 	 
	Prairie Lakes — St MN
	 	 	84,559	 	 	 	 	 	 	 	 	 	 	 	 	 
	United Plains — Patron
Notes
	 	 	251,800	 	 	 	 	 	 	 	 	 	 	 	 	 
	Farmers Alliance -Un
Energy Note
	 	 	102,474	 	 	 	 	 	 	 	 	 	 	 	 	 
	Milk River — Big Sandy
Note
	 	 	132,917	 	 	 	 	 	 	 	 	 	 	 	 	 
	Chokio — St MN
	 	 	40,000	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bingham — Note
	 	 	593,087	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bingham — Patron Notes
	 	 	329,197	 	 	 	 	 	 	 	 	 	 	 	 	 
	CHS-French-Fergus Falls
	 	 	40,166	 	 	 	 	 	 	 	 	 	 	 	 	 
	Business Solutions
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CoFina Note
	 	 	4,592,028	 	 	 	 	 	 	 	 	 	 	 	 	 
	Oilseed
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Rural Electric
	 	 	220,757	 	 	 	 	 	 	 	 	 	 	 	 	 
	MN Rail
	 	 	97,785	 	 	 	 	 	 	 	 	 	 	 	 	 
	Milling
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MDT Rail Rehabilitation
	 	 	40,067	 	 	 	 	 	 	 	 	 	 	 	 	 
	Rural Econ Development
Loan
	 	 	102,538	 	 	 	 	 	 	 	 	 	 	 	 	 
	Ag States
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Daseke Note
	 	 	500,000	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	16,737,622	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Consolidated Total
	 	 	1,825,793,420	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	CHS Inc.
	 	 	 	 	 	 	 	 
	 	 	Financial Guarantees	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 		7/31/07		 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 Limit of	 	 	7/31/07	 
	 
	 	 	 	 	 	 	 	 	 	Guarantee	 	Exposure
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Financial Services with CoBank for Mtn Ctry
	 	 	 	 	 	 	300,000	 	 	 	5,000	 
	Temco Credit Facility
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	50% of Loan Balance
	 	 	 	 	 	 	 	 	 	 	25,000,000	 	 	 	13,950,000	 
	Temco — J.P. Morgan Futures Inc.
	 	 	 	 	 	 	 	 	 	 	 	 
	50% of Margin Deposit Balance
	 	 	 	 	 	 	1,000,000	 	 	 	637,835	 
	Horizon Milling performance guarantee
	 	 	 	 	 	 	5,000,000	 	 	 	-	 
	Deferred Payment Contracts
	 	 	 	 	 	 	 	 	 	 	 	 
	NFI - 20%
	 	 	 	 	 	 	 	 	 	 	1,000,000	 	 	 	1,000,000	 
	Provista Credit Facility - 100%
	 	 	 	 	 	 	20,000,000	 	 	 	4,838,369	 
	Cofina Financial, LLC — Propartners
	 	 	 	 	 	 	19,915,433	 	 	 	15,811,247	 
	Cofina Financial, LLC
	 	 	 	 	 	 	 	 	 	 	10,700,000	 	 	 	7,566,214	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Guarantees **
	 	 	 	 	 	 	82,915,433	 	 	 	43,808,665	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	** Bank Covenants allow up to $150 million
	 	 	 	 	 	 	 	 






63




EXHIBIT 1




[FORM OF SERIES I SENIOR NOTE]




CHS INC.




6.18% SERIES I SENIOR NOTE DUE OCTOBER 4, 2017




	 	 	 
	No. RI-[     ]

$[     ]

	 	[Date]

PPN: 12542R B*0






FOR VALUE RECEIVED, the undersigned, CHS Inc. (herein called the “Company”), a corporation
organized and existing under the laws of the State of Minnesota, hereby promises to pay to
[     ], or registered assigns, the principal sum of [     ] DOLLARS
($[     ])(or so much thereof as shall not have been prepaid) on October 4, 2017, with
interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid
balance hereof at the rate of 6.18% per annum from the date hereof, payable semiannually, on the
4th day of October and April in each year, commencing with the October or April next succeeding the
date hereof, until the principal hereof shall have become due and payable, and (b) to the extent
permitted by law, on any overdue payment of interest and, during the continuance of an Event of
Default, on such unpaid balance and on any overdue payment of any Make-Whole Amount, at a rate per
annum from time to time equal to the greater of (i) 8.18% or (ii) 2% over the rate of interest
publicly announced by The Bank of New York from time to time in New York, New York as its “base” or
“prime” rate, payable semiannually as aforesaid (or, at the option of the registered holder hereof,
on demand).



Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are
to be made in lawful money of the United States of America at The Bank of New York in New York, New
York or at such other place as the Company shall have designated by written notice to the holder of
this Note as provided in the Note Purchase Agreement referred to below.



This Note is one of a series of 6.18% Series I Senior Notes (herein called the “Notes”) issued
pursuant to the Note Purchase Agreement, dated as of October 4, 2007 (as from time to time amended,
the “Note Purchase Agreement”), between the Company and the respective Purchasers named therein and
is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance
hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20 of the Note
Purchase Agreement and (ii) made the representation set forth in Section 6.2 of the Note Purchase
Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the
respective meanings ascribed to such terms in the Note Purchase Agreement.



This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender
of this Note for registration of transfer accompanied by a written instrument of transfer duly
executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a
new Note for a like principal amount will be issued to, and registered in the name of, the
transferee. Prior to due presentment for registration of transfer, the Company may treat the
person in whose name this Note is registered as the owner hereof for the purpose of receiving
payment and for all other purposes, and the Company will not be affected by any notice to the
contrary.



The Company will make required prepayments of principal on the dates and in the amounts
specified in the Note Purchase Agreement. This Note is also subject to prepayment, in whole or
from time to time in part, at the times and on the terms specified in the Note Purchase Agreement,
but not otherwise.



If an Event of Default occurs and is continuing, the principal of this Note may be declared or
otherwise become due and payable in the manner, at the price (including any applicable Make-Whole
Amount) and with the effect provided in the Note Purchase Agreement.



This Note shall be construed and enforced in accordance with, and the rights of the Company
and the holder of this Note shall be governed by, the law of the State of New York excluding
choice-of-law principles of the law of such State that would permit the application of the laws of
a jurisdiction other than such State.




CHS INC.




By:

Name:

Title:




64




EXHIBIT 4.4(a)




FORM OF OPINION OF GENERAL COUNSEL FOR THE COMPANY




65




David A. Kastelic

Senior Vice President and General Counsel

Direct: (651) 355-3712

david.kastelic@chsinc.com




October 4, 2007



To the Persons Listed on


Annex 1 hereto



Re: CHS Inc. (the “Company”)



Ladies and Gentlemen:



Reference is made to that certain Note Purchase Agreement, dated as of October 4, 2007 (the
"Note Purchase Agreement”) between the Company and each of the purchasers listed on Schedule A
attached thereto (the “Purchasers”), which provides, among other things, for the issuance and sale
by the Company of its 6.18% Series I Senior Notes due October 4, 2017 in the aggregate principal
amount of Four Hundred Million Dollars ($400,000,000). The capitalized terms used herein and not
defined herein have the meanings assigned to them by or pursuant to the terms of the Note Purchase
Agreement.



I act as general counsel for the Company and in that capacity I am familiar with the corporate
matters of the Company. This opinion is delivered to you pursuant to Section 4.4(a) of the Note
Purchase Agreement. In acting as such counsel, I have examined:



(a) the Note Purchase Agreement;



(b) the Company’s 6.18% Series I Senior Notes due October 4, 2017, dated the date hereof, in
the form of Exhibit 1 to the Note Purchase Agreement, and in the principal amounts and with the
registration numbers set forth on Schedule A to the Note Purchase Agreement (the “Series I Notes”);



(c) the certificate of a Responsible Officer of the Company, dated the date of Closing, as
contemplated by Section 4.3 of the Note Purchase Agreement;



(d) each of the other documents, instruments and agreements executed and delivered by the
Company in connection with the transactions contemplated by the Note Purchase Agreement;



(e) the bylaws and minute books of the Company and a certified copy of the articles of
incorporation of the Company, as in effect on the date hereof, and such other corporate or
constitutive documents and records of the Company as I have deemed relevant and necessary or
appropriate for purposes of this opinion;



(f) a good standing certificate from the state of Minnesota with respect to the Company;



(g) a letter to the Company and Bingham McCutchen LLP from Banc of America Securities LLC.
describing the manner of the offering of the Notes; and



(h) originals, or copies certified or otherwise identified to my satisfaction, of such other
documents, records, instruments and certificates of public officials as I have deemed necessary or
appropriate to enable me to render this opinion.



In rendering my opinion, I have assumed that all signatures (other than signatures of officers
and directors of the Company) are genuine, that all documents submitted to me as originals are
genuine, that all copies submitted to me conform to the originals, that all natural Persons have
legal capacity and, as to documents executed by or on behalf of Persons other than the Company,
that each such Person executing such documents had the power to enter into and perform its
obligations under such documents, and that such documents have been duly authorized, executed and
delivered by, and are binding upon and enforceable against, such Persons.



I have no actual knowledge of any information that would indicate that the foregoing
assumptions are invalid.



My opinion is based upon the laws of the State of New York, United States federal law and the
general corporation laws of the State of Minnesota.



Based on the foregoing, I am of the following opinions:



1. The Company is a nonstock agricultural cooperative corporation duly incorporated, validly
existing and in good standing under the laws of the State of Minnesota and has all requisite
corporate power and authority to carry on its business and own its property.



2. The Company has duly qualified and is in good standing as a foreign corporation in each
jurisdiction where the character of its properties or the nature of its activities makes such
qualification necessary, except where the failure to so qualify and to be in good standing would
not have a Material Adverse Effect.



3. The Company has the requisite corporate power and authority to execute and deliver the Note
Purchase Agreement, to issue and sell the Notes, and to perform its obligations set forth in each
of the Note Purchase Agreement and the Notes. Each of the Note Purchase Agreement and the Notes
has been duly authorized by all necessary corporate action and has been duly executed and delivered
by a duly authorized officer of the Company.



4. The execution and delivery of the Note Purchase Agreement and the Notes, and the issue and
sale of the Notes, by the Company and the performance by the Company of its obligations thereunder
will not conflict with, constitute a violation of, result in a breach of any provision of,
constitute a default under, or result in the creation or imposition of any Lien or encumbrance upon
any of the property of the Company pursuant to any agreement or instrument to which the Company is
a party or by which its properties may be bound.



5. There is no judgment, order, action, suit, proceeding, inquiry or investigation, at law or
in equity, before any Governmental Authority, arbitration board or tribunal pending against the
Company or any Subsidiary or any property thereof, except for such judgments, orders, actions,
suits, proceedings, inquiries or investigations that would not, individually or in the aggregate,
have a Material Adverse Effect.



6. Each of the Note Purchase Agreement and the Notes constitutes a legal, valid and binding
obligation of the Company, enforceable against the Company in accordance with its terms.



7. The execution and delivery of the Note Purchase Agreement and the Notes, and the issue and
sale of the Notes, by the Company and the performance by the Company of its obligations thereunder,
will not conflict with, constitute a violation by the Company of, result in a breach by the Company
of any provision of, constitute a default by the Company under or result in the creation or
imposition of any Lien or encumbrance upon any of the property of the Company pursuant to the
articles of incorporation or by-laws of the Company, or any applicable statute, rule or regulation
to which the Company is subject or the provisions of any agreement or instrument identified in
Annex 2 hereto.



8. All consents, approvals and authorizations of, and all designations, declarations, filings,
registrations, qualifications and recordations with, Governmental Authorities required on the part
of the Company have been obtained in connection with the execution and delivery of the Note
Purchase Agreement and the offer, issue, sale and delivery of the Notes.



9. Under existing law:




(a) The offering, issuance and sale of the Notes by the Company to the Purchasers under
the circumstances contemplated by the Note Purchase Agreement are not subject to the
registration requirements of the Securities Act, or the “Blue Sky” laws of the State of New
York; and




(b) the Company is not required to qualify an indenture with respect to the Notes under
the Trust Indenture Act of 1939, as amended.



10. Neither the issuance of the Notes nor the intended use of the proceeds of the Notes (as
set forth in Section 5.15 of the Note Purchase Agreement) will violate any of Regulations T, U or X
of the Federal Reserve Board.



11. The Company is not:




(a) an “investment company” or a company “controlled” by an “investment company”
required to be registered under the Investment Company Act of 1940, as amended, or




(b) a “holding company” or an “affiliate” of a “holding company,” or a “subsidiary
company” of a “holding company,” or a “public utility” within the meaning of the Public
Utility Holding Company Act of 2005, as amended



All opinions herein contained with respect to the enforceability of documents and instruments
are qualified to the extent that:




(a) the availability of equitable remedies, including without limitation, specific
enforcement and injunctive relief, is subject to the discretion of the court before which
any proceedings therefor may be brought; and




(b) the enforceability of certain terms provided in the Note Purchase Agreement and the
Notes may be limited by applicable bankruptcy, reorganization, arrangement, insolvency,
moratorium or similar laws affecting the enforcement of creditors’ rights generally as at
the time in effect, and general principles of equity and the discretion of a court in
granting equitable remedies (whether enforceability is considered in a proceeding at law or
in equity).



I acknowledge that this opinion is being issued at the request of the Company pursuant to
Section 4.4(a) of the Note Purchase Agreement and I agree that the parties listed on Annex 1 hereto
may rely and are relying hereon in connection with the consummation of the transactions
contemplated by the Note Purchase Agreement. Subsequent holders of the Notes may rely on this
opinion as if it were specifically addressed to them.




	 	 	 	Very truly yours,






	 	 	 	CHS INC.






	 	 	 	David A. Kastelic






	 	 	 	Senior Vice President and General Counsel





66




1.Annex 1




Purchasers




67




Annex 2




Material Agreements





	1.	 	Credit Agreement ($1,100,000,000 Seasonal Revolving Loan) dated as of May 18, 2006) by and
between CoBank, ACB, St. Paul Bank for Cooperatives, et al. and Cenex Harvest States
Cooperatives, including all Amendments thereto.






	2.	 	Credit Agreement ($200,000,000 Term Loan) dated as of June 1, 1998 by and between CoBank,
ACB, et al. and Cenex Harvest States Cooperatives, including all Amendments thereto.






	3.	 	Loan Agreement dated as of September 1, 1985 between Montana Economic Development Board and
Farmers Union Central Exchange, Incorporated.






	4.	 	$225,000,000 6.81% Series A Notes due June 19, 2013 issued pursuant to Note Agreement dated
as of June 19, 1998 among the Company and each of the investors listed on the Purchase
Schedule attached thereto.






	5.	 	$125,000,000 5.25% Series H Senior Notes due September 21, 2014 issued pursuant to Note
Purchase Agreement dated as of September 21, 2004 among the Company and each of the investors
listed on the Purchase Schedule attached thereto.






	6.	 	$115,000,000 4.96% Series D Senior Notes due October 18, 2012 and $60,000,000 5.60% Series E
Senior Notes due October 18, 2017, issued pursuant to Note Purchase Agreement dated as of
October 18, 2002 among the Company and each of the investors listed on the Purchase Schedule
attached thereto.






	7.	 	$55,000,000 7.43% Series C Notes dated March 2, 2001 due March 2, 2011 issued pursuant to the
Shelf Agreement.






	8.	 	$25,000,000 7.90% Series B Notes due January 10, 2011 issued pursuant to Note Purchase and
Private Shelf Agreement dated as of January 10, 2001 among the Company and The Prudential
Insurance Company and certain of affiliates thereof (the “Shelf Agreement”) and $55,000,000
Private Shelf Facility established thereunder.






	9.	 	$15,000,000 4.08% Series F Senior Notes due April 13, 2010 and $15,000,000 4.39% Series G
Senior Notes due April 13, 2011 issued pursuant to Note Purchase and Private Shelf Agreement
dated as of April 13, 2004 among the Company and The Prudential Insurance Company and certain
of affiliates thereof and $70,000,000 Private Shelf Facility established thereunder.






	10.	 	Loan Agreement dated as of September 28, 1984 between St. Paul Bank for Cooperatives and
Inver Grove Associates Limited Partnership.





68




EXHIBIT 4.4(b)




FORM OF OPINION OF SPECIAL COUNSEL FOR THE PURCHASERS




69




October [4], 2007



To each of the Purchasers listed


on the attached Annex 1



Re: CHS Inc.




	 	 	 	$400,000,000 6.18% Series I Senior Notes due October [4], 2017





Ladies and Gentlemen:



We have acted as special counsel for each of the Purchasers named on Annex I hereto (the
“Purchasers”) in connection with that certain Note Purchase Agreement, dated as of October [4],
2007 (the “Note Purchase Agreement”) by and among the CHS Inc., a Minnesota nonstock agricultural
cooperative corporation (the “Company”) and the Purchasers which provides, among other things, for
the issuance and sale by the Company of its 6.18% Series I Senior Notes due October [4], 2017 in
the aggregate principal amount of Four Hundred Million Dollars ($$400,000,000) (the “Notes”).



The capitalized terms used herein and not defined herein have the meanings assigned to them by
or pursuant to the terms of the Note Purchase Agreement. This opinion is delivered to each of the
Purchasers pursuant to Section 4.4(b) of the Note Purchase Agreement. Our representation of the
Purchasers has been as special counsel for the purposes stated above.



In connection with this opinion, we have examined originals or copies of the following
documents:




	 	(A)	 	the Note Purchase Agreement;






	 	(B)	 	the Notes;






	 	(C)	 	a certificate of the Secretary of the Company, dated the date hereof,
delivered pursuant to Section 4.3(b) of the Note Purchase Agreement, certifying that
the copies attached thereto of the Company’s articles of incorporation and by-laws
(the “Company’s Governing Documents”) and those certain resolutions passed by the
Board of Directors of the Company authorizing participation in the transactions
contemplated by the Notes and the Note Purchase Agreement are true, complete and
correct copies thereof and are in full force and effect, and as to the incumbency and
specimen signatures of certain officers of the Company;






	 	(D)	 	an Officer’s Certificate on behalf of the Company, dated the date hereof
and delivered pursuant to Section 4.3(a) of the Note Purchase Agreement, with respect
to the matters set forth therein;






	 	(E)	 	a cross receipt acknowledging payment and receipt of the purchase price for
the Notes (the “Cross Receipt”);






	 	(F)	 	a letter from Banc of America Securities LLC, dated October [4], 2007,
making certain representations with respect to the manner in which the Notes were
offered (the “Offeree Letter”); and






	 	(G)	 	the opinion of David A. Kastelic, General Counsel for the Company, dated
the date hereof and delivered to the Purchasers pursuant to Section 4.4(a) of the
Note Purchase Agreement.





The Note Purchase Agreement and the Notes are sometimes referred to herein as the “Financing
Documents.” This opinion is based entirely upon our examination of the documents listed in the
preceding paragraph and we have made no other documentary review or investigation for purposes of
this opinion. Based on such investigation as we have deemed appropriate, the opinion referred to
in clause (vii) above is satisfactory in form and scope to us, and, in our opinion, you are
justified in relying thereon.



As to all matters of fact (including factual conclusions and characterizations and
descriptions of purpose, intention or other state of mind), we have relied, with the Purchasers’
permission, entirely upon (1) the representations and warranties of the Company and the Purchasers
set forth in the Note Purchase Agreement, (2) the correctness of all statements set forth in the
certificates described in paragraphs (iii) and (iv) above, and (3) the Offeree Letter, and have
assumed, without independent inquiry, the accuracy of such representations, warranties,
certificates and letter.



We have assumed the genuineness of all signatures, the conformity to the originals of all
documents reviewed by us as copies, the authenticity and completeness of all original documents
reviewed by us in original or copy form, the legal competence of each individual executing any
document and that each Person executing the Financing Documents validly exists, has the power,
authority and legal right under its articles of incorporation, by-laws, and other governing
organizational documents, and under applicable corporate, cooperative or other enterprise
legislation and other applicable laws, as the case may be, to enter into and perform its
obligations under the Financing Documents, and is qualified to do business and in good standing
under the laws of its jurisdiction of incorporation or organization and each jurisdiction where
such qualification is required generally or is necessary in order for such party to enforce its
rights under such documents, and that such documents have been duly authorized, executed and
delivered by, and, as to Persons other than the Company, are binding upon and enforceable against,
such Persons. In addition, we have relied upon the Offeree Letter without independent
investigation.



For purposes of this opinion, we have made such examination of law as we have deemed
necessary. This opinion is limited solely to the internal substantive laws of the State of New
York as applied by courts located in the State of New York without regard to choice of law (except
to the extent addressed in paragraph 5 below) and the federal laws of the United States of America
(in each case, except for federal and state tax, energy, utilities, agriculture, national security
or antitrust laws, as to which we express no opinion in this letter), and we express no opinion as
to the laws of any other jurisdiction. In particular, our opinion in paragraph 2 below is based
solely on a review of the Company’s Governing Documents and not on any analysis of the internal
substantive law of the jurisdiction of organization of the Company, including statutes, rules or
regulations or any interpretations thereof by any court, administrative body or other Governmental
Authority and we express no opinion in paragraph 2 below as to the internal substantive law of the
Company’s jurisdiction of organization. In addition, we note that the Financing Documents contain
provisions stating that they are to be governed by the laws of the State of New York (each, a
“Choice of Law Provision”). Except to the extent addressed below in paragraph 5, no opinion is
given herein as to any Choice of Law Provision, or otherwise as to the choice of law or internal
substantive rules of law that any court or other tribunal may apply to the transactions
contemplated by the Financing Documents. Except as set forth in paragraph 4 below, we express no
opinions as to any securities or “blue sky” laws of any jurisdiction.



Our opinion is further subject to the following exceptions, qualifications and assumptions,
all of which we understand to be acceptable to the Purchasers:




(a) We have assumed without any independent investigation (i) that the execution,
delivery and performance by each of the parties thereto of the Financing Documents do not
and will not conflict with, or result in a breach of, the terms, conditions or provisions
of, or result in a violation of, or constitute a default or require any consent (other
than such consents as have been duly obtained) under, any organizational document other
than the Governing Documents of the Company, any order, judgment, arbitration award or
stipulation, or any agreement, to which any of such parties is a party or is subject or by
which any of the properties or assets of any of such parties is bound and (ii) that the
statements regarding delivery and receipt of documents and funds referred to in the Cross
Receipt between you and the Company are true and correct.




(b) The enforcement of any obligations of any Person under the Financing Documents or
otherwise may be limited by or subject to bankruptcy, insolvency, reorganization,
moratorium, marshaling or other laws and rules of law affecting the enforcement generally
of creditors’ rights and remedies (including such as may deny giving effect to waivers of
debtors’ or guarantors’ rights), and we express no opinion as to the status under any
fraudulent conveyance laws or fraudulent transfer laws of any of the obligations of any
Person, whether under the Financing Documents or otherwise.




(c) We express no opinion as to the availability of any specific or equitable relief
of any kind.




(d) The enforcement of any of the Purchasers’ rights may in all cases be subject to
an implied duty of good faith and fair dealing and to general principles of equity
(regardless of whether such enforceability is considered in a proceeding at law or in
equity).




(e) We express no opinion as to the enforceability of any particular provision of any
of the Financing Documents relating to or constituting (i) waivers of rights to object to
jurisdiction or venue, or consents to jurisdiction or venue, (ii) waivers of rights to (or
methods of) service of process, or rights to trial by jury, or other rights or benefits
bestowed by operation of law, (iii) waivers of any applicable defenses, setoffs,
recoupments, or counterclaims, (iv) exculpation or exoneration clauses, clauses relating
to rights of indemnity or contribution, and clauses relating to releases or waivers of
unmatured claims or rights (v) waivers or variations of legal provisions or rights which
are not capable of waiver or variation under applicable law.




(f) Our opinion in paragraph 3 below is based solely on a review of generally
applicable laws of the State of New York and the United States of America and not on any
search with respect to, or review of, any orders, decrees, judgments or other
determinations specifically applicable to the Company.




(g) We express no opinion as to the effect of events occurring, circumstances
arising, or changes of law becoming effective or occurring after the date hereof on the
matters addressed in this opinion letter, and we assume no responsibility to inform you of
additional or changed facts, or changes in law, of which we may become aware.



Based upon the foregoing, and subject to the limitations and qualifications set forth below,
we are of the opinion that:



1. Each of the Note Purchase Agreement and the Notes constitutes the legal, valid and binding
obligation of the Company, enforceable against the Company in accordance with its respective terms.



2. The execution and delivery by the Company of the Note Purchase Agreement and the Notes, the
sale of the Notes and compliance by the Company with the provisions thereof will not constitute a
violation of any of the provisions of the Company’s Governing Documents or any law, statute, rule
or regulation of the State of New York.



3. No consent, approval or authorization of, or designation, declaration, filing,
registration, qualification or recordation with, any Governmental Authority in respect of the
Company is required under the laws of the State of New York or the United States of America in
connection with (a) the execution and delivery by the Company of the Note Purchase Agreement, or
(b) the offer, issue, sale and delivery of the Notes by the Company under the circumstances
contemplated by the Note Purchase Agreement.



4. Under the circumstances contemplated by the Note Purchase Agreement, the offer and sale by
the Company of the Notes delivered to the Purchasers today does not require registration under the
Securities Act of 1933, as amended, and the Company is not required to qualify an indenture in
respect of the issuance of the Notes under the Trust Indenture Act of 1939, as amended.



5. The Choice of Law Provisions are enforceable in accordance with New York General
Obligations Law section 5-1401, as applied by a New York State court or a federal court sitting in
New York and applying New York choice of law principles.



This opinion is delivered solely to the Purchasers and for the Purchasers’ benefit in
connection with the Financing Documents and may not be relied upon by the Purchasers for any other
purpose or relied upon by any other Person (other than future holders of Notes acquired in
accordance with the terms of the Note Purchase Agreement) for any reason without our prior written
consent.



Very truly yours,



BINGHAM McCUTCHEN LLP



70




Annex 1




Purchasers





71