CREDIT AGREEMENT

Exhibit 10.37

CREDIT AGREEMENT
(10 Year Term Loan)

by and between

CoBank, ACB,
as Administrative Agent and as a Syndication Party,

the other Syndication Parties signatory hereto

and

CHS INC

dated as of December 12, 2007

CREDIT AGREEMENT
(10 Year Term Loan)

     THIS AGREEMENT (“ Credit Agreement ”) is entered into as of the 12th day of December 2007, by and between COBANK, ACB (“ CoBank ”) for its own benefit as a Syndication Party, and as the Administrative Agent for the benefit of the present and future Syndication Parties (in that capacity “ Administrative Agent ”), the Syndication Parties identified on Schedule 1 hereto, and CHS INC, a cooperative corporation formed under the laws of the State of Minnesota, whose address is 5500 Cenex Drive, Inver Grove Heights, Minnesota 55077 (“ Borrower ”).

ARTICLE 1. DEFINED TERMS

     As used in this Credit Agreement, the following terms shall have the meanings set forth below (and such meaning shall be equally applicable to both the singular and plural form of the terms defined, as the context may require):

      1.1 Additional Costs : shall have the meaning set forth in Section 14.12.

      1.2 Adjusted Consolidated Funded Debt : All Consolidated Funded Debt of Borrower and its Consolidated Subsidiaries, plus the net present value of operating leases of Borrower and its Consolidated Subsidiaries as discounted by a rate of 8.0% per annum.

      1.3 Administrative Agent : shall initially mean CoBank, ACB.

      1.4 Administrative Agent Office : shall mean the address set forth at Subsection 14.4.2, as it may change from time to time by notice to all parties to this Credit Agreement.

      1.5 Advance : an advance of funds under the Term Loan.

      1.6 Advance Date : a day (which shall be a Banking Day) on which an Advance is made.

      1.7 Advance Payment : shall have the meaning set forth in Section 13.1.

      1.8 Affiliate : with respect to any Person means (a) a Subsidiary of such Person, (b) any Person in which such Person, directly or indirectly, owns more than five percent (5.0%) of the outstanding equity thereof, and (c) any Person which, directly or indirectly, (i) owns more than five percent (5.0%) of the outstanding equity of such Person, or (ii) has the power under ordinary circumstances to control the management of such Person.

      1.9 Aggregate Term Loan Commitment : shall be $150,000,000.

      1.10 Amortization : the total amortization of Borrower and its Consolidated Subsidiaries as measured in accordance with GAAP.

      1.11 Annual Operating Budget : means the annual operating budget for Borrower and its Subsidiaries in substantially the form of, and containing substantially the same or similar information as set forth in, the Annual Operating Budget (Business Plan) for Borrower and its Subsidiaries included in the booklet delivered to the Administrative Agent on March 29, 2006.

      1.12 Anti-Terrorism Laws : shall have the meaning set forth in Subsection 7.24.1.

      1.13 Applicable Lending Office : means, for each Syndication Party and for each type of Advance, the lending office of such Syndication Party designated as such for such type of Advance on its signature page hereof or in the applicable Syndication Acquisition Agreement or such other office of such Syndication Party as such Syndication Party may from time to time specify to the Administrative Agent and Borrower as the office by which its Advances of such type are to be made and maintained.

      1.14 Authorized Officer : shall have the meaning set forth in Subsection 8.1.4.

      1.15 Bank Debt : all amounts owing under the Note, fees, Borrower’s obligations to purchase Bank Equity Interests, Funding Losses and all interest, expenses, charges and other amounts payable by Borrower pursuant to the Loan Documents.

      1.16 Banking Day : any day other than a Saturday or a Sunday, and other than a Federal legal holiday or a legal holiday for banks in the States of Colorado, Minnesota, or New York.

      1.17 Bank Equity Interests : shall have the meaning set forth in Article 5 hereof.

      1.18 Base Rate : a rate of interest per annum equal to the “prime rate” as published from time to time in the Eastern Edition of the Wall Street Journal as the average prime lending rate for seventy-five percent (75%) of the United States’ thirty (30) largest commercial banks, or if the Wall Street Journal shall cease publication or cease publishing the “prime rate” on a regular basis, such other regularly published average prime rate applicable to such commercial banks as is acceptable to the Administrative Agent in its reasonable discretion, with the consent of Borrower, which consent will not be unreasonably withheld (provided that Borrower’s consent shall not be required at any time there has occurred and is continuing a Potential Default or an Event of Default).

      1.19 Borrower’s Account : shall mean Borrower’s account #44070 at Wells Fargo Bank, N.A., Minneapolis, Minnesota (ABA #091000019).

      1.20 Borrower Benefit Plan : means (a) any “employee benefit plan”, as such term is defined in Section 3(3) of ERISA (including any “multiemployer plan” as defined in Section 3(37) of ERISA); (b) any “multiple employer plan” within the meaning of Section 413 of the Code; (c) any “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA; (d) a “voluntary employees’ beneficiary association” within the meaning of Section 501(a)(9) of the

Code; (e) a “welfare benefit fund” within the meaning of Section 419 of the Code; or (f) any employee welfare benefit plan within the meaning of Section 3(1) of ERISA for the benefit of retired or former employees, which is maintained by Borrower or in which Borrower participates or to which Borrower is obligated to contribute.

      1.21 Borrowing Notice : shall have the meaning set forth in Section 2.2.

      1.22 Borrower Pension Plan : means each Borrower Benefit Plan that is an “employee pension benefit plan” as defined in Section 3(2) of ERISA that is intended to satisfy the requirements of Section 401(a) of the Code.

      1.23 Capital Leases : means any lease of property (whether real, personal or mixed) by a Person which has been or should be , in accordance with GAAP, reflected on the balance sheet of such Person as a capital lease.

      1.24 Closing Date : the date (a) the Administrative Agent, the Syndication Parties and Borrower have executed all Loan Documents, and (b) the conditions set forth in Section 8.1 of this Credit Agreement have been met, which must occur on or before December 15, 2008.

      1.25 Code : means the Internal Revenue Code of 1986.

      1.26 Committed Term Loan Advance : the principal amount of the Term Loan Advance which any Syndication Party is obligated to make as a result of such Syndication Party having received a Term Loan Advance funding notice pursuant to Section 2.2 hereof, but which has not been funded.

      1.27 Compliance Certificate : a certificate of the chief financial officer of Borrower acceptable to the Administrative Agent and in the form attached hereto as Exhibit 1.27 .

      1.28 Communications : shall have the meaning set forth in Subsection 14.16.1.

      1.29 Consolidated Cash Flow : for any period, the sum of (a) earnings before income taxes of Borrower and its Consolidated Subsidiaries for such period determined on a consolidated basis in accordance with GAAP; plus (b) amounts that have been deducted in the determination of such earnings before income taxes for such period for (i) Consolidated Interest Expense for such period, (ii) Depreciation for such period, (iii) Amortization for such period, and (iv) extraordinary and/or one-time non-cash losses for such period; minus (c) the amounts that have been included in the determination of such earnings before income taxes for such period for (i) extraordinary gains, (ii) extraordinary and/or one-time income, (iii) non-cash patronage income, and (iv) non-cash equity earnings in joint ventures.

      1.30 Consolidated Current Assets : the total current assets of Borrower and its Consolidated Subsidiaries as measured in accordance with GAAP.

      1.31 Consolidated Current Liabilities : the total current liabilities of Borrower and its Consolidated Subsidiaries as measured in accordance with GAAP.

      1.32 Consolidated Funded Debt : all indebtedness for borrowed money of the Borrower and its Subsidiaries, that is classified as long term debt in accordance with GAAP, and shall

include Debt of such maturity created or assumed by the Borrower or any Consolidated Subsidiary either directly or indirectly, including obligations of such maturity secured by liens upon property of the Borrower or its Consolidated Subsidiaries and upon which such entity customarily pays the interest, and all rental payments under capitalized leases of such maturity.

      1.33 Consolidated Interest Expense : for any period, all interest expense of Borrower and its Consolidated Subsidiaries, as determined in accordance with GAAP.

      1.34 Consolidated Members’ and Patrons’ Equity : the amount of equity accounts plus (or minus in the case of a deficit) the amount of surplus and retained earnings accounts of Borrower and its Consolidated Subsidiaries and the minority interest in Subsidiaries, provided that the total amount of intangible assets of Borrower and its Consolidated Subsidiaries (including, without limitation, unamortized debt discount and expense, deferred charges and goodwill) included therein shall not exceed $30,000,000 (and to the extent such intangible assets exceed $30,000,000.00, they will not be included in the calculation of Consolidated Members’ and Patrons’ Equity); all as determined in accordance with GAAP consistently applied.

      1.35 Consolidated Subsidiary : any Subsidiary whose accounts are consolidated with those of Borrower in accordance with GAAP.

      1.36 Contributing Syndication Parties : shall have the meaning set forth in Section 13.3.

      1.37 Debt : means as to any Person: (a) indebtedness or liability of such Person for borrowed money, or for the deferred purchase price of property or services (including trade obligations); (b) obligations of such Person as lessee under capital leases; (c) obligations of such Person arising under bankers’ or trade acceptance facilities; (d) all guarantees, endorsements (other than for collection or deposit in the ordinary course of business), and other contingent obligations of such Person to purchase any of the items included in this definition, to provide funds for payment, to supply funds to invest in any other Person, or otherwise to assure a creditor of another Person against loss (without duplication); (e) all obligations secured by a lien on property owned by such Person, whether or not the obligations have been assumed; and (f) all obligations of such Person under any agreement providing for an interest rate swap, cap, cap and floor, contingent participation or other hedging mechanisms with respect to interest payable on any of the items described in this definition.

      1.38 Default Interest Rate : a rate of interest equal to 200 basis points in excess of the interest rate which would otherwise be applicable on the Loan.

      1.39 Delinquency Interest : shall have the meaning set forth in Section 13.3.

      1.40 Delinquent Amount : shall have the meaning set forth in Section 13.3.

      1.41 Delinquent Syndication Party : shall have the meaning set forth in Section 13.3.

      1.42 Depreciation : the total depreciation of Borrower and its Consolidated Subsidiaries as measured in accordance with GAAP.

      1.43 Embargoed Person : shall have the meaning set forth in Section 9.15.

      1.44 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.

      1.45 ERISA : shall have the meaning set forth in Section 7.10.

      1.46 ERISA Affiliate : means any corporation or trade or business which is a member of the same controlled group of corporations (within the meaning of Section 414(b) of the Code) as Borrower or is under common control (within the meaning of Section 414(c) of the Code) with Borrower, provided, however, that for purposes of provisions herein concerning minimum funding obligations (imposed under Section 412 of the Code or Section 302 of ERISA), the term “ERISA Affiliate” shall also include any entity required to be aggregated with Borrower under Section 414(m) or 414(o) of the Code.

      1.47 Event of Default : shall have the meaning set forth in Section 12.1.

      1.48 Event of Syndication Default : shall have the meaning set forth in Subsection 13.28.1.

      1.49 Executive Order : shall have the meaning set forth in Subsection 7.24.1.

      1.50 Farm Credit System Institution : shall mean any Farm Credit Bank, any Federal land bank association, any production credit association, the banks for cooperatives, and such other institutions as may be a part of the Farm Credit System and chartered by and subject to regulation by the Farm Credit Administration.

      1.51 Fiscal Quarter : each three (3) month period beginning on the first day of each of the following months: September, December, March and June.

      1.52 Fiscal Year : a year commencing on September 1 and ending on August 31.

      1.53 Funded Debt : means, with respect to any Person, at any time, all Debt of such Person in each case maturing by its terms more than one year after the date of creation thereof, or which is renewable or extendible at the option of such Person for a period ending more than one (1) year after the date of creation thereof, and shall include Debt of such maturity created or assumed by such Person either directly or indirectly, including obligations of such maturity secured by liens upon property of such Person and upon which such Person customarily pays the interest, and all obligations of such Person under Capital Leases of such maturity, and the net present value of obligations under Operating Leases as discounted by a rate of 8.0% per annum, and all obligations of reimbursement with respect to all letters of credit which support long-term debt, with expiration dates in excess of one year from the date of issuance thereof.

      1.54 Funding Losses : shall have the meaning set forth in Section 4.5.

      1.55 Funding Loss Notice : shall have the meaning set forth in Section 4.5.

      1.56 Funding Share : shall mean the amount of any Term Loan Advance which each Syndication Party is required to fund; which shall be equal to the Term Loan Advance multiplied by such Syndication Party’s Individual Term Loan Pro Rata Share.

      1.57 GAAP : generally accepted accounting principles in the United States of America, as in effect from time to time.

      1.58 Good Faith Contest : means the contest of an item if (a) the item is diligently contested in good faith by appropriate proceedings timely instituted, (b) either the item is (i) bonded or (ii) adequate reserves are established with respect to the contested item if and to the extent required in accordance with GAAP, (c) during the period of such contest, the enforcement of any contested item is effectively stayed, and (d) the failure to pay or comply with the contested item could not reasonably be expected to result in a Material Adverse Effect.

      1.59 Governmental Authority : means any nation or government, any state or other political subdivision thereof, and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

      1.60 Hazardous Substances ; 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).

      1.61 Holdout Lender : shall have the meaning set forth in Section 13.30.

      1.62 Indemnified Agency Parties : shall have the meaning set forth in Section 13.17.

      1.63 Indemnified Parties : shall have the meaning set forth in Section 11.1.

      1.64 Individual Term Loan Commitment : means with respect to any Syndication Party, the amount shown as its Individual Term Loan Commitment on Schedule 1 hereto, subject to adjustment in the event of the sale of all or a portion of a Syndication Interest in accordance with Section 13.25 hereof.

      1.65 Individual Outstanding Term Loan Obligation : means with respect to any Syndication Party, the sum of (a) the aggregate outstanding principal amount of the Term Loan Advance made by such Syndication Party, or (b) such Syndication Party’s Committed Term Loan Advance.

      1.66 Individual Term Loan Pro Rata Share : means with respect to any Syndication Party a fraction, determined from time to time, expressed as a percentage (rounded to 9 decimal points), where the numerator is such Syndication Party’s Individual Term Loan Commitment and the denominator is the Aggregate Term Loan Commitment.

      1.67 Intellectual Property : shall have the meaning set forth in Section 7.18.

      1.68 Investment : means, with respect to any Person, (a) any loan or advance by such Person to any other Person, (b) the purchase or other acquisition by such Person of any capital stock, obligations or securities of, or any capital contribution to, or investment in, or the acquisition by such Person of all or substantially all of the assets of, or any interest in, any other Person, (c) any performance or standby letter of credit where (i) that Person has the reimbursement obligation to the issuer, and (ii) the proceeds of such letter of credit are to be used for the benefit of any other Person, (d) the agreement by such Person to make funds available for the benefit of another Person to either cover cost overruns incurred in connection with the construction of a project or facility, or to fund a debt service reserve account, (e) the agreement by such Person to assume, guarantee, endorse or otherwise be or become directly or contingently responsible or liable for the obligations or debts of any other Person (other than by endorsement for collection in the ordinary course of business), (f) an agreement to purchase any obligations, stocks, assets, goods or services but excluding an agreement to purchase any assets, goods or services entered into in the ordinary course of business, (g) an agreement to supply or advance any assets, goods or services not in the ordinary course of business, or (h) an agreement to maintain or cause such Person to maintain a minimum working capital or net worth or otherwise to assure the creditors of any Person against loss.

      1.69 Licensing Laws : shall have the meaning set forth in Section 7.4.

      1.70 Lien : means with respect to any asset any mortgage, deed of trust, pledge, security interest, hypothecation, assignment for security purposes, encumbrance, lien (statutory or other), or other security agreement or charge, or encumbrance of any kind or nature whatsoever (including, without limitation, any conditional sale, Capital Lease or other title retention agreement related to such asset).

      1.71 Loans : shall mean all Quoted Rate Loans outstanding at any time.

      1.72 Loan Documents : this Credit Agreement and the Notes.

      1.73 Material Adverse Effect : means a material adverse effect on (a) the financial condition, results of operation, business or property of Borrower; or (b) on the ability of Borrower to perform its obligations under this Credit Agreement and the other Loan Documents; or (c) on the ability of the Administrative Agent or the Syndication Parties to enforce their rights and remedies against Borrower under the Loan Documents.

      1.74 Material Agreements : all agreements of Borrower, the termination or breach of which, based upon Borrower’s knowledge as of the date of making any representation with respect thereto, would have a Material Adverse Effect.

      1.75 Multiemployer Plan : means a Plan meeting the definition of a “multiemployer plan” in Section 3(37) of ERISA.

      1.76 Not Used .

      1.77 Non-US Lender : shall have the meaning set forth in Section 13.29.

      1.78 Note or Notes : the Term Loan Notes and all amendments, renewals, substitutions and extensions thereof.

      1.79 OFAC : shall have the meaning set forth in Section 9.15.

      1.80 Operating Lease : means any lease of property (whether real, personal or mixed) by a Person under which such Person is lessee, other than a Capital Lease.

      1.81 Organization Documents : in the case of a corporation, its articles or certificate of incorporation and bylaws; in the case of a partnership, its partnership agreement and certificate of limited partnership, if applicable; in the case of a limited liability company, its articles of organization and its operating agreement.

      1.82 Other List : shall have the meaning set forth in Section 9.15.

      1.83 Payment Account : shall have the meaning set forth in Section 13.9.

      1.84 Payment Distribution : shall have the meaning set forth in Section 13.9.

      1.85 PBGC : shall have the meaning set forth in Section 7.10.

      1.86 Permitted Encumbrance : shall have the meaning set forth in Section 10.3.

      1.87 Person : any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, corporation, limited liability company, cooperative association, institution, government or governmental agency (whether national, federal, state, provincial, country, city, municipal or otherwise, including without limitation, and instrumentality, division, agency, body or department thereof), or other entity.

      1.88 Plan : means any plan, agreement, arrangement or commitment which is an employee benefit plan, as defined in Section 3(3) of ERISA, maintained by Borrower or any Subsidiary or any ERISA Affiliate or with respect to which Borrower or any Subsidiary or any ERISA Affiliate at any relevant time has any liability or obligation to contribute.

      1.89 Platform : shall have the meaning set forth in Subsection 14.16.2.

      1.90 Potential Default : any event, other than an event described in Section 12.1(a) hereof, which with the giving of notice or lapse of time, or both, would become an Event of Default.

      1.91 Prohibited Transaction : means any transaction prohibited under Section 406 of ERISA or Section 4975 of the Code.

      1.92 Quoted Rate : means a fixed rate of interest determined and quoted by the Administrative Agent in its sole and absolute discretion from time to time at the request of Borrower, which may not necessarily be the lowest rate at which the Administrative Agent or any of the Syndication Parties loans funds at that time.

      1.93 Quoted Rate Loan : shall have the meaning set forth in Subsection 3.1.1.

      1.94 Quoted Rate Period : shall have the meaning set forth in Subsection 3.1.1.

      1.95 Not Used

      1.96 Regulatory Change : shall have the meaning set forth in Section 14.12.

      1.97 Replacement Lender : shall have the meaning set forth in Section 13.30.

      1.98 Reportable Event : means any of the events set forth in Section 4043(b) of ERISA or in the regulations thereunder.

      1.99 Required Lenders : shall mean Syndication Parties (including Voting Participants) whose aggregate Individual Term Loan Commitments constitute fifty-one percent (51.0%) or more of the Aggregate Term Loan Commitment; provided however , if fewer than three Syndication Parties (including Voting Participants) hold fifty-one percent (51.0%) or more of the Aggregate Term Loan Commitment, then the number of Syndication Parties (including Voting Participants) which shall constitute the Required Lenders shall be not less than (i) all of the Syndication Parties (including Voting Participants) if there are only one or two Syndication Parties (including Voting Participants), or (ii) three of the Syndication Parties (including Voting Participants) if there are three or more Syndication Parties (including Voting Participants) and two of them together hold fifty-one percent (51.0%) or more of the Aggregate Term Loan Commitment. Pursuant to Section 13.26 hereof, Voting Participants shall, under the circumstances set forth therein, be entitled to voting rights and to be included in determining whether certain action is being taken by the Required Lenders.

      1.100 Required License : shall have the meaning set forth in Section 7.9.

      1.101 Restricted Subsidiary : shall mean those Subsidiaries identified on Exhibit 1.101 hereto, as it may be amended from time to time with the prior written consent of Borrower, the Administrative Agent and the Required Lenders.

      1.102 Revolving Loan Credit Agreement : shall mean that certain Credit Agreement (Revolving Loan) dated as of May 18, 2006 by and between Borrower and CoBank, as administrative agent for all syndication parties thereunder, and as a syndication party thereunder, and the other syndication parties set forth on the signature pages thereto, as amended from time to time.

      1.103 SDN List : shall have the meaning set forth in Section 9.15.

      1.104 Subsidiary : means with respect to any Person: (a) any corporation in which such Person, directly or indirectly, (i) owns more than fifty percent (50%) of the outstanding stock thereof, or (ii) has the power under ordinary circumstances to elect at least a majority of the directors thereof, or (b) any partnership, association, joint venture, limited liability company, or other unincorporated organization or entity, with respect to which such Person, (i) directly or indirectly owns more than fifty percent (50%) of the equity interest thereof, or (ii) directly or indirectly owns an equity interest in an amount sufficient to control the management thereof. All of Borrower’s Subsidiaries owned as of the Closing Date are set forth on Exhibit 1.104 hereto.

      1.105 Successor Agent : such Person as may be appointed as successor to the rights and duties of the Administrative Agent as provided in Section 13.20 of this Credit Agreement.

      1.106 Syndication Acquisition Agreement : shall have the meaning set forth in Section 13.25.

      1.107 Syndication Interest : shall have the meaning set forth in Section 13.1.

      1.108 Syndication Parties : shall mean those entities listed on Schedule 1 hereto as having an Individual Term Loan Commitment, and such Persons as shall from time to time execute a Syndication Acquisition Agreement substantially in the form of Exhibit 13.25 hereto signifying their election to purchase all or a portion of the Syndication Interest of any Syndication Party, in accordance with Section 13.25 hereof, and to become a Syndication Party hereunder.

      1.109 Syndication Party Advance Date : shall have the meaning set forth in Section 13.2.

      1.110 Term Loan Note(s) : shall have the meaning set forth in Section 2.3.

      1.111 Term Loan Advance : shall have the meaning set forth in Section 2.1.

      1.112 Term Loan : means the loan made pursuant to Article 2 of this Credit Agreement.

      1.113 Term Loan Maturity Date : means December 15, 2017.

      1.114 Transfer : shall have the meaning set forth in Section 13.25.

      1.115 USA Patriot Act : shall have the meaning set forth in Section 7.24.1.

      1.116 Voting Participant : shall have the meaning set forth in Section 13.26.

      1.117 Wire Instructions : shall have the meaning set forth in Section 13.27.

ARTICLE 2. TERM LOAN

      2.1 Term Loan . On the terms and conditions set forth in this Credit Agreement, each of the Syndication Parties severally agrees to advance funds hereunder to Borrower on or about the Closing Date in an aggregate principal amount of $150,000,000 (“ Term Loan Advance ”), and Borrower agrees that its execution of this Credit Agreement shall constitute its request for the Term Loan Advance.

      2.2 Borrowing Notice . With respect to the Term Loan Advance (which the Syndication Parties shall provide automatically on or about the Closing Date), Borrower shall confirm that the Quoted Rate Period shall be ten (10) years. The Administrative Agent will make such Term Loan Advance available to Borrower, in immediately available funds, and will transmit such funds by wire transfer to Borrower’s Account.

      2.3 Promissory Note . Borrower’s obligations to each Syndication Party under the Term Loan, including Borrower’s payment obligations with respect to all Term Loan Advances made by each Syndication Party shall be evidenced by, and repaid with interest in accordance with, a

promissory note of Borrower in substantially the form of Exhibit 2.3 hereto duly completed, in the stated maximum principal amount equal to such Syndication Party’s Individual Term Loan Commitment, payable to such Syndication Party for the account of its Applicable Lending Office, and maturing as to principal on the Term Loan Maturity Date (each a “ Term Loan Note ” and collectively, the “ Term Loan Notes ”).

      2.4 Syndication Party Records . Each Syndication Party shall record on its books and records the amount of the Term Loan Advance which it funds, the rate and interest period applicable thereto, all payments of principal and interest, and the principal balance from time to time outstanding. The Syndication Party’s record thereof shall be prima facie evidence as to all such amounts and shall be binding on Borrower absent manifest error. Notwithstanding the foregoing, Borrower will never be required to pay as principal more than the principal amount of the Term Loan Advance made by the Syndication Parties.

      2.5 Use of Proceeds . The proceeds of the Term Loan Advance will be used by Borrower to fund working capital requirements and for general corporate purposes, and Borrower agrees not to request or use such proceeds for any other purpose. Borrower will not, directly or indirectly, use any part of such proceeds for the purpose of purchasing or carrying any margin stock within the meaning of Regulation U of the Board of Governors or to extend credit to any Person for the purpose of purchasing or carrying any such margin stock.

      2.6 Syndication Party Funding Failure . The failure of any Syndication Party to fund its Funding Share of the Term Loan Advance to be made by it on the date specified for such Advance shall not relieve any other Syndication Party of its obligation (if any) to fund its Funding Share of any Advance on such date, but no Syndication Party shall be responsible for the failure of any other Syndication Party to make any Advance to be made by such other Syndication Party.

ARTICLE 3. INTEREST

      3.1 Interest . Interest on all Loans shall be calculated as follows:

           3.1.1 Quoted Rate . At the request of Borrower in a Borrowing Notice all of the outstanding principal balance under the Term Loan Notes shall bear interest at the initial Quoted Rate (a “ Quoted Rate Loan ”). The Borrowing Notice must confirm that the entire principal amount of the Term Loan is to bear interest at the Quoted Rate for a period of ten (10) years (“ Quoted Rate Period ”).

      3.2 Default Interest Rate . All past due payments on the Notes or of any other Bank Debt (whether as a result of nonpayment by Borrower when due, at maturity, or upon acceleration) shall bear interest at the Default Interest Rate from and after the due date for the payment, or on the date of maturity or acceleration, as the case may be.

      3.3 Interest Calculation . Interest shall be calculated on the actual number of days that the principal owing thereunder is outstanding with the daily rate calculated on the basis of a year consisting of 360 days. In calculating interest, the Advance Date shall be included and the date each payment is received shall be excluded.

ARTICLE 4. PAYMENTS; FUNDING LOSSES

      4.1 Principal Payments . Principal shall be payable under the Term Loan in equal semiannual installments of Fifteen Million Dollars ($15,000,000) on June 15 and December 15 of each year or the next succeeding Banking Day commencing on June 15, 2013, and in any event all principal payable under the Term Loan shall be paid on or before the Term Loan Maturity Date, provided that prepayments may be made only as provided in Section 4.5 hereof.

      4.2 Interest Payments . Interest owing under the Term Loan (a) shall be payable semiannually in arrears on December 15 and June 15 of each year or the next succeeding Banking Day; and (b) any interest then accrued and unpaid shall be payable on the Term Loan Maturity Date.

      4.3 Application of Principal Payments . Principal prepayments under the Term Loan shall be applied to the most remote installment of principal due and unpaid. Upon the occurrence and during the continuance of an Event of Default or Potential Default, all payments shall be applied, first to fees, second to interest, third to principal, and last to any other Bank Debt.

      4.4 Manner of Payment . All payments, including prepayments, that Borrower is required or permitted to make under the terms of this Credit Agreement shall be made to the Administrative Agent (a) in immediately available federal funds, to be received no later than 1:00 P.M. Central time of the Banking Day on which such payment is due (or the following Banking Day if such date is not a Banking Day) by wire transfer through Federal Reserve Bank, Kansas City, as provided in the Wire Instructions (or to such other account as the Administrative Agent may designate by notice).

           4.4.1 Payments to Be Free and Clear . All sums payable by Borrower under this Credit Agreement and the other Loan Documents shall be paid without setoff or counterclaim and free and clear of, and without any deduction or withholding on account of, any tax imposed, levied, collected, withheld or assessed by or within the United States of America or any political subdivision in or of the United States of America or any other jurisdiction from or to which a payment is made by or on behalf of Borrower or by any federation or organization of which the United States of America or any such jurisdiction is a member at the time of payment (excluding taxes imposed on or measured by the net income or net profits of the recipient of such payment, and franchise taxes imposed in lieu thereof).

           4.4.2 Grossing-up of Payments . If Borrower or any other Person is required by law to make any deduction or withholding on account of any such tax from any sum paid or payable by Borrower to the Administrative Agent or any Syndication Party under any of the Loan Documents:

               (a) Borrower shall notify the Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower becomes aware of it;

               (b) Borrower shall pay any such tax when such tax is due, such payment to be made (if the liability to pay is imposed on Borrower) for its own account or (if that liability

is imposed on the Administrative Agent or such Syndication Party, as the case may be) on behalf of and in the name of the Administrative Agent or such Syndication Party;

               (c) the sum payable by Borrower in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, the Administrative Agent or such Syndication Party, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and

               (d) within thirty (30) days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty (30) days after the due date of payment of any tax which it is required by clause (b) above to pay, Borrower shall deliver to the Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority;

provided that no such additional amount shall be required to be paid to any Syndication Party under clause (c) above except to the extent that any change after the date on which such Syndication Party became a Syndication Party in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date on which such Syndication Party became a Syndication Party, in respect of payments to such Syndication Party

      4.5 Voluntary Prepayments . Borrower shall have the right to prepay all or any part of the outstanding principal balance under the Loans at any time, provided that partial pre-payments shall be in a minimum amount of $5,000,000 and in integral multiples of $1,000,000 on any Banking Day; provided that (a) Borrower must provide three (3) Banking Days notice to the Administrative Agent prior to making such prepayment, (b) Borrower must, at the time of making such prepayment, pay all accrued but unpaid interest and all Funding Losses applicable to such prepayment, and (c) Borrower must, at the time of making such prepayment, pay all accrued but unpaid interest and all Funding Losses applicable to such prepayment.

     In the event of any payment of any Loans before the expiration of the applicable Quoted Rate Period, whether voluntary or mandatory, and including on account of acceleration, Borrower must, at the time of making such payment, pay all accrued but unpaid interest and all Funding Losses applicable to such payment. “ Funding Losses ” shall be determined on an individual Syndication Party basis as the amount which would result in such Syndication Party being made whole (on a present value basis) for the actual or imputed funding losses (including, without limitation, any loss, cost or expense incurred by reason of obtaining, liquidating or employing deposits or other funds acquired by such Syndication Party to fund or maintain such Loan incurred by such Syndication Party as a result of such payment (regardless of whether the Syndication Party actually funded with such deposits); provided that such amount shall in no event be less than $300.00 with respect to any Syndication Party. In the event of any such payment, each Syndication Party which had funded the Loan being paid shall, promptly after being notified of such payment, send written notice (“ Funding Loss Notice ”) to the Administrative Agent by facsimile setting forth the amount of attributable Funding Losses and the method of calculating the same. The Administrative Agent shall notify Borrower orally or in writing of the amount of such Funding Losses. A determination by a Syndication Party as to the amounts payable pursuant to this Section shall be conclusive absent manifest error.

     The term “Make-Whole Amount” means, with respect to any Loan, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Prepaid Principal of such Loan over the amount of such Prepaid 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:

      “Prepaid Principal” means, with respect to any Loan, the principal of such Loan that is to be prepaid voluntarily or has become or is declared to be immediately due and payable.

      “Discounted Value” means, with respect to the Prepaid Principal of any Loan, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Prepaid Principal from their respective scheduled due dates to the Settlement Date with respect to such Prepaid 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 Loans is payable) equal to the Reinvestment Yield with respect to such Prepaid Principal.

      “Reinvestment Yield” means, with respect to the Prepaid Principal of any Loan, 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 Prepaid 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 Prepaid 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 Loan.

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

      “Remaining Scheduled Payments” means, with respect to the Prepaid Principal of any Loan, all payments of such Prepaid Principal and interest thereon that would be due after the Settlement Date with respect to such Prepaid Principal if no payment of such Prepaid 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 Loans, 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.

      “Settlement Date” means, with respect to the Prepaid Principal of any Loan, the date on which such Prepaid Principal is to be prepaid pursuant or has become or is declared to be immediately due and payable.

      4.6 Distribution of Principal and Interest Payments . The Administrative Agent shall distribute payments of principal and interest payments on the Term Loan Advance among the Syndication Parties in accordance with their Individual Term Loan Pro Rata Share.

ARTICLE 5. BANK EQUITY INTERESTS

     Borrower agrees to purchase such equity interests in CoBank (“ Bank Equity Interests ”) as CoBank may from time to time require in accordance with its bylaws and capital plans as applicable to cooperative borrowers generally. In connection with the foregoing, Borrower hereby acknowledges receipt, prior to the execution of this Credit Agreement, of the following with respect to CoBank (a) the bylaws, (b) a written description of the terms and conditions under which the Bank Equity Interests are issued, (c) the most recent annual report, and if more recent than the latest annual report, the latest quarterly report. CoBank reserves the right to sell participations under the provisions of Section 13.25 on a non-patronage basis.

ARTICLE 6. SECURITY

     The obligations of Borrower under this Credit Agreement shall be unsecured, except the statutory lien in favor of CoBank, but not any other Syndication Parties, in the Bank Equity Interests.

ARTICLE 7. REPRESENTATIONS AND WARRANTIES

     To induce the Syndication Parties to make the Loans and recognizing that the Syndication Parties and the Administrative Agent are relying thereon, Borrower represents and warrants as follows:

      7.1 Organization, Good Standing, Etc . Borrower: (a) is duly organized, validly existing, and in good standing under the laws of its state of incorporation; (b) qualifies as a cooperative association under the laws of its state of incorporation; (c) is duly qualified to do business and is in good standing in each jurisdiction in which the transaction of its business makes such qualification necessary, except to the extent that the failure to so qualify has not resulted in, and could not reasonably be expected to cause, a Material Adverse Effect; and (d) has all authority and all requisite corporate and legal power to own and operate its assets and to carry on its business, and to enter into and perform the Loan Documents to which it is a party. Each

Subsidiary: (a) is duly organized, validly existing, and in good standing under the laws of its state of incorporation; (b) is duly qualified to do business and is in good standing in each jurisdiction in which the transaction of its business makes such qualification necessary, except to the extent that the failure to so qualify has not resulted in, and could not reasonably be expected to cause, a Material Adverse Effect; and (c) has all authority and all requisite corporate and legal power to own and operate its assets and to carry on its business.

      7.2 Corporate Authority, Due Authorization; Consents . Borrower has taken all corporate action necessary to execute, deliver and perform its obligations under the Loan Documents to which it is a party and to pay off all amounts owing under the Existing Credit Agreement. All consents or approvals of any Person which are necessary for, or are required as a condition of Borrower’s execution, delivery and performance of and under the Loan Documents, have been obtained.

      7.3 Litigation . Except as described on Exhibit 7.3 hereto, there are no pending legal or governmental actions, proceedings or investigations to which Borrower or any Subsidiary is a party or to which any property of Borrower or any Subsidiary is subject which might reasonably be expected to result in any Material Adverse Effect and, to Borrower’s knowledge, no such actions or proceedings are threatened or contemplated by any federal, state, county, or city (or similar unit) governmental agency or any other Person.

      7.4 No Violations . The execution, delivery and performance of its obligations under the Loan Documents will not: (a) violate any provision of Borrower’s articles of incorporation or bylaws, or any law, rule, regulation (including, without limitation, Regulations T, U, and X of the Board of Governors of the Federal Reserve System), or any judgment, order or ruling of any court or governmental agency; (b) violate, require consent under (except such consent as has been obtained), conflict with, result in a breach of, constitute a default under, or with the giving of notice or the expiration of time or both, constitute a default under, any existing real estate mortgage, indenture, lease, security agreement, contract, note, instrument or any other agreements or documents binding on Borrower or affecting its property; or (c) violate, conflict with, result in a breach of, constitute a default under, or result in the loss of, or restriction of rights under, any Required License or any order, law, rule, or regulation under or pursuant to which any Required License was issued or is maintained (“ Licensing Laws ”).

      7.5 Binding Agreement . Each of the Loan Documents to which Borrower is a party is, or when executed and delivered, will be, the legal, valid and binding obligation of Borrower, enforceable in accordance with its terms, subject only to limitations on enforceability imposed by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity.

      7.6 Compliance with Laws . Borrower and each Subsidiary are in compliance with all federal, state, and local laws, rules, regulations, ordinances, codes and orders, including without limitation all Environmental Laws and all Licensing Laws, with respect to which noncompliance could reasonably be expected to result in a Material Adverse Effect.

      7.7 Principal Place of Business; Place of Organization . Borrower’s place of business, or chief executive office if it has more than one place of business, and the place where the records required by Section 9.1 hereof are kept, is located at 5500 Cenex Drive, Inver Grove Heights,

Minnesota 55077. Borrower is a cooperative corporation formed under the laws of the State of Minnesota.

      7.8 Payment of Taxes . Except as shown on Exhibit 7.8 hereto, Borrower and each Subsidiary have filed all required federal, state and local tax returns and have paid all taxes as shown on such returns as they have become due, and have paid when due all other taxes, assessments or impositions levied or assessed against Borrower or any Subsidiary, or their business or properties, except where the failure to make such filing or payment could not reasonably be expected to result in a Material Adverse Effect. Exhibit 7.8 specifically indicates all such taxes, if any, which are subject to a Good Faith Contest.

      7.9 Licenses and Approvals . Borrower and each Subsidiary have ownership of, or license to use, or have been issued, all trademarks, patents, copyrights, franchises, certificates, approvals, permits, authorities, agreements, and licenses which are used or necessary to permit it to own its properties and to conduct the business as presently being conducted as to which the termination or revocation thereof could reasonably be expected to have a Material Adverse Effect (“ Required Licenses ”). Each Required License is in full force and effect, and there is no outstanding notice of cancellation or termination or, to Borrower’s knowledge, any threatened cancellation or termination in connection therewith, nor has an event occurred with respect to any Required License which, with the giving of notice or passage of time or both, could result in the revocation or termination thereof or otherwise in any impairment of Borrower’s rights with respect thereto, which impairment could reasonably be expected to have a Material Adverse Effect. No consent, permission, authorization, order, or license of any governmental authority, is necessary in connection with the execution, delivery, performance, or enforcement of and under the Loan Documents to which Borrower is a party except such as have been obtained and are in full force and effect.

      7.10 Employee Benefit Plans . Exhibit 7.10 sets forth as of the Closing Date a true and complete list of each Borrower Benefit Plan that is maintained by Borrower or any of its Subsidiaries or in which Borrower or any of its Subsidiaries participates or to which Borrower or any of its Subsidiaries is obligated to contribute, in each case as of the Closing Date. Borrower and its Subsidiaries are in compliance in all material respects with the Employee Retirement Income Security Act of 1974, as amended, and the regulations thereunder (“ ERISA ”), to the extent applicable to them, and have not received any notice to the contrary from the Pension Benefit Guaranty Corporation (“ PBGC ”).

      7.11 Equity Investments . Borrower does not now own any stock or other voting or equity interest, directly or indirectly, in any Person valued at the greater of book value or market value at $5,000,000 or more, other than: (a) the Bank Equity Interests, and (b) as set forth on Exhibit 7.11 .

      7.12 Title to Real and Personal Property . Borrower and each Subsidiary have good and marketable title to, or valid leasehold interests in, all of their material properties and assets, real and personal, including the properties and assets and leasehold interests reflected in the financial statements of the Borrower and its Subsidiaries referred to in Section 7.13 hereof, except (a) any properties or assets disposed of in the ordinary course of business, and (b) for defects in title and encumbrances which could not reasonably be expected to result in a Material Adverse Effect; and none of the properties of Borrower or any Consolidated Subsidiary are subject to any Lien, except

as permitted by Section 10.3 hereof. All such property is in good operating condition and repair, reasonable wear and tear excepted, and suitable in all material respects for the purposes for which it is being utilized except where their failure to be in good operating condition could not reasonably be expected to result in a Material Adverse Effect. All of the leases of Borrower and each Subsidiary which constitute Material Agreements are in full force and effect and afford Borrower or such Subsidiary peaceful and undisturbed possession of the subject matter thereof.

      7.13 Financial Statements . The consolidated balance sheets of Borrower and its Subsidiaries as of August 31, 2007, and the related consolidated statements of operations, cash flows and consolidated statements of capital shares and equities for the Fiscal Year then ended, and the accompanying footnotes, together with the unqualified opinion thereon of PricewaterhouseCoopers LLP, independent certified public accountants, copies of which have been furnished to the Administration Agent and the Syndication Parties, fairly present in all material respects the consolidated financial condition of Borrower and its Subsidiaries as at such dates and the results of the consolidated operations of Borrower and its Subsidiaries for the periods covered by such statements, all in accordance with GAAP consistently applied. Since August 31, 2007, there has been no material adverse change in the financial condition, results of operations, business or prospects of Borrower or any of its Subsidiaries. As of the Closing Date, there are no liabilities of Borrower or any of its Subsidiaries, fixed or contingent, which are material but are not reflected in the financial statements of Borrower and its Subsidiaries referred to above or referred to in the notes thereto, other than liabilities arising in the ordinary course of business since August 31, 2007. No information, exhibit, or report furnished by Borrower or any of its Subsidiaries to the Administration Agent or the Syndication Parties in connection with the negotiation of this Credit Agreement contained any material misstatement of fact or omitted to state a material fact or any fact necessary to make the statements contained therein not materially misleading in light of the circumstances in which they were made and taken together with the other information, exhibits and reports furnished to the Administration Agent and/or the Syndication Parties.

      7.14 Environmental Compliance . Except as set forth on Exhibit 7.14 hereto, Borrower and each Subsidiary have obtained all permits, licenses and other authorizations which are required under all applicable Environmental Laws, except to the extent failure to have any such permit, license or authorization could not reasonably be expected to result in a Material Adverse Effect. Except as set forth on Exhibit 7.14 hereto, Borrower and each Subsidiary are in compliance with all Environmental Laws and the terms and conditions of the required permits, licenses and authorizations, and are also in compliance with all other limitations, restrictions, obligations, schedules and timetables contained in those Laws or contained in any plan, order, decree, judgment, injunction, notice or demand letter issued, entered, promulgated or approved thereunder, except to the extent, in each case, failure to comply has not resulted in, and could not reasonably be expected to result in, a Material Adverse Effect.

      7.15 Fiscal Year . Each fiscal year of Borrower begins on September 1 of each calendar year and ends on August 31 of the following calendar year.

      7.16 Material Agreements . Neither Borrower nor, to Borrower’s knowledge, any other party to any Material Agreement, is in default thereunder, and no facts exist which with the giving of notice or the passage of time, or both, would constitute such a default.

      7.17 Regulations U and X . No portion of any Advance will be used for the purpose of purchasing, carrying, or making loans to finance the purchase of, any “margin security” or “margin stock” as such terms are used in Regulations U or X of the Board of Governors of the Federal Reserve System, 12 C.F.R. Parts 221 and 224.

      7.18 Trademarks, Tradenames, etc . Borrower owns or licenses all patents, trademarks, trade names, service marks and copyrights (collectively, “ Intellectual Property ”) that it utilizes in its business as presently being conducted and as anticipated to be conducted, except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect on Borrower. Borrower is not a licensee under any written license for any patent, trademark, tradename, service mark or copyright other than shrinkwrap licenses for “off-the-shelf” software used by Borrower in the conduct of its business. The Intellectual Property is in full force and effect, and Borrower has taken or caused to be taken all action, necessary to maintain the Intellectual Property in full force and effect and has not taken or failed to take or cause to be taken any action which, with the giving of notice, or the expiration of time, or both, could result in any such Intellectual Property being revoked, invalidated, modified, or limited.

      7.19 No Default on Outstanding Judgments or Orders . Borrower and each Subsidiary have satisfied all judgments and Borrower and each Subsidiary are not in default with respect to any judgment, writ, injunction, decree, rule or regulation of any court, arbitrator or federal, state, municipal or other Governmental Authority, commission, board, bureau, agency or instrumentality, domestic or foreign, except to the extent such failure to satisfy any or all such judgments or to be in such a default has not resulted in, and could not reasonably be expected to result in, a Material Adverse Effect.

      7.20 No Default in Other Agreements . Neither Borrower nor any Subsidiary is a party to any indenture, loan or credit agreement or any lease or other agreement or instrument or subject to any certificate of incorporation or corporate restriction which has resulted in, or could reasonably be expected to result in, a Material Adverse Effect. Neither Borrower nor any Subsidiary is in default in any respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument where such failure to perform, observe or fulfill has resulted in, or could reasonably be expected to result in, a Material Adverse Effect.

      7.21 Acts of God . Neither the business nor the properties of Borrower or any Subsidiary are currently affected by any fire, explosion, accident, drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty (whether or not covered by insurance) which has resulted in, or could reasonably be expected to result in, a Material Adverse Effect.

      7.22 Governmental Regulation . Neither Borrower nor any Subsidiary is subject to regulation under the Public Utility Holding Company Act of 1935, the Investment Company Act of 1940, the Interstate Commerce Act, the Federal Power Act or any statute or regulation, in each case, limiting its ability to incur indebtedness for money borrowed as contemplated hereby.

      7.23 Labor Matters and Labor Agreements . Except as set forth in Exhibit 7.23 hereto: (a) As of the Closing Date, there are no collective bargaining agreements or other labor agreements covering any employees of Borrower or any Subsidiary the termination, cessation, or breach of which could reasonably be expected to result in a Material Adverse Effect, and a true

and correct copy of each such agreement will be furnished to the Administrative Agent upon its written request from time to time. (b) There is no organizing activity involving Borrower pending or, to Borrower’s knowledge, threatened by any labor union or group of employees. (c) There are, to Borrower’s knowledge, no representation proceedings pending or threatened with the National Labor Relations Board, and no labor organization or group of employees of Borrower has made a pending demand for recognition. (d) There are no complaints or charges against Borrower pending or, to Borrower’s knowledge threatened to be filed with any federal, state, local or foreign court, governmental agency or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment by Borrower of any individual. (e) There are no strikes or other labor disputes against Borrower that are pending or, to Borrower’s knowledge, threatened. (f) Hours worked by and payment made to employees of Borrower or any Subsidiary have not been in violation of the Fair Labor Standards Act (29 U.S.C. § 201 et seq.) or any other applicable law dealing with such matters. The representations made in clauses (b) through (f) of this Section are made with respect to those occurrences described which could, considered in the aggregate, reasonably be expected to have a Material Adverse Effect.

      7.24 Anti-Terrorism Laws .

           7.24.1 Violation of Law . Neither the Borrower nor, to the knowledge of Borrower, any of its Subsidiaries, is in violation of any laws relating to terrorism or money laundering (“ Anti-Terrorism Laws ”), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (“ Executive Order ”), and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (“ USA Patriot Act ”).

           7.24.2 Classification . Neither Borrower nor, to the knowledge of Borrower, any of its Subsidiaries, or their respective brokers or other agents acting or benefiting in any capacity in connection with the Loans, is any of the following:

               (a) a Person or entity that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;

               (b) a Person or entity owned or controlled by, or acting for or on behalf of, any Person or entity that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;

               (c) a Person or entity with which any Syndication Party is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;

               (d) a Person or entity that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or

               (e) a Person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list.

           7.24.3 Conduct of Business . Neither Borrower nor to the knowledge of Borrower, any of its brokers or other agents acting in any capacity in connection with the Loans (a) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Person described in clause (b) of Subsection 7.24.2 above, (b) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (c) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law.

      7.25 Disclosure . The representations and warranties contained in this Article 10 and in the other Loan Documents or in any financial statements provided to the Administrative Agent do not contain any untrue statement of a material fact or omit to state a material fact necessary to make such representations or warranties not misleading; and all projections provided to the Administrative Agent were prepared in good faith based on reasonable assumptions.

ARTICLE 8. CONDITIONS TO ADVANCES

      8.1 Conditions to Closing . The obligation of the Syndication Parties to make Loans hereunder are subject to satisfaction, in the sole discretion of the Administrative Agent and the Syndication Parties (except that satisfaction of Subsection 8.1.6 shall be determined in the reasonable discretion of the Administrative Agent and the Syndication Parties), of each of the following conditions precedent:

           8.1.1 Loan Documents . The Administrative Agent shall have received duly executed originals of the Loan Documents.

           8.1.2 Approvals . The Administrative Agent shall have received evidence satisfactory to it that all consents and approvals of governmental authorities and third parties which are with respect to Borrower, necessary for, or required as a condition of the validity and enforceability of the Loan Documents to which it is a party.

           8.1.3 Organizational Documents . The Administrative Agent shall have received: (a) good standing certificate, dated no more than thirty (30) days prior to the Closing Date, for Borrower for its state of incorporation; (b) a copy of the articles of incorporation of Borrower certified by the Secretary of State of its state of organization; and (c) a copy of the bylaws of Borrower, certified as true and complete by the Secretary or Assistant Secretary of Borrower.

           8.1.4 Evidence of Corporate Action . The Administrative Agent shall have received in form and substance satisfactory to the Administrative Agent: (a) documents evidencing all corporate action taken by Borrower to authorize (including the specific names and titles of the persons authorized to so act (each an “ Authorized Officer ”)) the execution, delivery and performance of the Loan Documents to which it is a party, certified to be true and correct by the Secretary or Assistant Secretary of Borrower; and (b) a certificate of the Secretary or Assistant Secretary of Borrower, dated the Closing Date, certifying the names and true signatures of the Authorized Officers.

           8.1.5 Evidence of Insurance . Borrower shall have provided the Administrative Agent with insurance certificates and such other evidence, in form and substance satisfactory to

the Administrative Agent, of all insurance required to be maintained by it under the Loan Documents.

           8.1.6 Appointment of Agent for Service . The Administrative Agent shall have received evidence satisfactory to the Administrative Agent that Borrower has appointed The Corporation Company to serve as its agent for service of process at their Denver, Colorado office (presently at 1675 Broadway), and that The Corporation Company has accepted such appointment by Borrower.

           8.1.7 No Material Change . No change shall have occurred in the condition or operations of Borrower since August 31, 2007 which could reasonably be expected to result in a Material Adverse Effect.

           8.1.8 Fees and Expenses . Borrower shall have paid the Administrative Agent, by wire transfer of immediately available federal funds the fees as set forth in the Fee Letter dated November 7, 2007 from CoBank and acknowledged by Borrower, and all expenses owing pursuant to Section 14.1 hereof.

           8.1.9 Bank Equity Interest Purchase Obligation . Borrower shall have purchased such Bank Equity Interests as CoBank may require pursuant to Article 5 hereof.

           8.1.10 Opinion of Counsel . Borrower shall have provided a favorable opinion of its counsel addressed to the Administrative Agent and each of the present and future Syndication Parties, covering such matters as the Administrative Agent may reasonably require.

           8.1.11 Further Assurances; No Default . Borrower shall have provided and/or executed and delivered to the Administrative Agent such further assignments, documents or financing statements, in form and substance satisfactory to the Administrative Agent that Borrower is to execute and/or deliver pursuant to the terms of the Loan Documents or as the Administrative Agent may reasonably request. No Event of Default or Potential Default shall have occurred and be continuing, and the disbursing of the amount of the Advance requested shall not result in an Event of Default or Potential Default, and without limitation, the representations and warranties of Borrower herein shall be true and correct in all material respects on and as of the date on which the Advance is to be made.

ARTICLE 9. AFFIRMATIVE COVENANTS

     From and after the date of this Credit Agreement and until the Bank Debt is indefeasibly paid in full and the Syndication Parties have no obligation to make any Advance hereunder, Borrower agrees that it will observe and comply with the following covenants for the benefit of the Administrative Agent and the Syndication Parties:

      9.1 Books and Records . Borrower shall at all times keep, and cause each Subsidiary to keep, proper books of record and account, in which correct and complete entries shall be made of all its dealings, in accordance with GAAP.

      9.2 Reports and Notices . Borrower shall provide to the Administrative Agent the following reports, information and notices:

           9.2.1 Annual Financial Statements . As soon as available, but in no event later than one hundred and twenty (120) days after the end of any Fiscal Year of Borrower occurring during the term hereof one copy of the audit report for such year and accompanying consolidated financial statements (including all footnotes thereto), including a consolidated balance sheet, a consolidated statement of earnings, a consolidated statement of capital, and a consolidated statement of cash flow for the Borrower and its Subsidiaries, showing in comparative form the figures for the previous Fiscal Year, all in reasonable detail, prepared in conformance with GAAP consistently applied and certified without qualification by PricewaterhouseCoopers, or other independent public accountants of nationally recognized standing selected by the Borrower and satisfactory to the Administrative Agent. Delivery to the Administrative Agent within the time period specified above of copies of Borrower’s Annual Report on Form 10-K as prepared and filed in accordance with the requirements of the Securities Exchange Commission shall be deemed to satisfy the requirements of this Subsection if accompanied by the required unqualified accountant’s certification. Such annual financial statements or Form 10-K’s required pursuant to this Subsection shall be accompanied by a Compliance Certificate signed by Borrower’s Chief Financial Officer or other officer of Borrower acceptable to the Administrative Agent.

           9.2.2 Quarterly Financial Statements . As soon as available but in no event more than forty-five (45) days after the end of each Fiscal Quarter (except the last Fiscal Quarter of Borrower’s Fiscal Year) the following financial statements or other information concerning the operations of Borrower and its Subsidiaries for such Fiscal Quarter, the Fiscal Year to date, and for the corresponding periods of the preceding Fiscal Year, all prepared in accordance with GAAP consistently applied: (a) a consolidated balance sheet, (b) a consolidated summary of earnings, (c) a consolidated statement of cash flows, and (d) such other statements as the Administrative Agent may reasonably request. Delivery to the Administrative Agent within the time period specified above of copies of Borrower’s Quarterly Report on Form 10-Q as prepared and filed in accordance with the requirements of the Securities Exchange Commission shall be deemed to satisfy the requirements of this Subsection other than clause (d) hereof. Such quarterly financial statements or Form 10-Q’s required pursuant to this Subsection shall be accompanied by a Compliance Certificate signed by Borrower’s Chief Financial Officer or other officer of Borrower acceptable to the Administrative Agent (subject to normal year end adjustments).

           9.2.3 Notice of Default . As soon as the existence of any Event of Default or Potential Default becomes known to any officer of Borrower, prompt written notice of such Event of Default or Potential Default, the nature and status thereof, and the action being taken or proposed to be taken with respect thereto.

           9.2.4 ERISA Reports . As soon as possible and in any event within twenty (20) days after Borrower knows or has reason to know that any Reportable Event or Prohibited Transaction has occurred with respect to any Plan or that the PBGC or Borrower or any Subsidiary has instituted or will institute proceedings under Title IV of ERISA to terminate any Plan, or that Borrower, any Subsidiary or any ERISA Affiliate has completely or partially withdrawn from a Multiemployer Plan, or that a Plan which is a Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA) or is terminating, a certificate of Borrower’s Chief Financial Officer setting forth details as to such Reportable Event or Prohibited Transaction or Plan termination or withdrawal or reorganization or insolvency and the action Borrower or such Subsidiary proposes to take with respect thereto,

provided, however, that notwithstanding the foregoing, no reporting is required under this subsection (6) unless the matter(s), individually or in the aggregate, result, or could be reasonably expected to result, in aggregate obligations or liabilities of Borrower and/or the Subsidiaries in excess of ten million dollars ($10,000,000).

           9.2.5 Notice of Litigation . Promptly after the commencement thereof, notice of all actions, suits, arbitration and any other proceedings before any Governmental Authority, affecting Borrower or any Subsidiary which, if determined adversely to Borrower or any Subsidiary, could reasonably be expected to require Borrower or any Subsidiary to have to pay or deliver assets having a value of ten million dollars ($10,000,000) or more (whether or not the claim is covered by insurance) or could reasonably be expected to result in a Material Adverse Effect.

           9.2.6 Notice of Material Adverse Effect . Promptly after Borrower obtains knowledge thereof, notice of any matter which, alone or when considered together with other matters, has resulted or could reasonably be expected to result in, a Material Adverse Effect.

           9.2.7 Notice of Environmental Proceedings . Without limiting the provisions of Subsection 9.2.5 hereof, promptly after Borrower’s receipt thereof, notice of the receipt of all pleadings, orders, complaints, indictments, or other communication alleging a condition that may require Borrower or any Subsidiary to undertake or to contribute to a cleanup or other response under Environmental Laws, or which seeks penalties, damages, injunctive relief, or criminal sanctions related to alleged violations of such laws, or which claims personal injury or property damage to any person as a result of environmental factors or conditions or which, if adversely determined, could reasonably be expected to have a Material Adverse Effect.

           9.2.8 Regulatory and Other Notices . Promptly after Borrower’s receipt thereof, copies of any notices or other communications received from any Governmental Authority with respect to any matter or proceeding the effect of which could reasonably be expected to have a Material Adverse Effect.

           9.2.9 Adverse Action Regarding Required Licenses . As soon as Borrower learns that any petition, action, investigation, notice of violation or apparent liability, notice of forfeiture, order to show cause, complaint or proceeding is pending, or, to the best of Borrower’s knowledge, threatened, to seek to revoke, cancel, suspend, modify, or limit any of the Required Licenses, prompt written notice thereof and Borrower shall contest any such action in a Good Faith Contest.

           9.2.10 Budget . Promptly upon becoming available and in any event within thirty (30) days after the beginning of each Fiscal Year, a copy of the Annual Operating Budget for the next succeeding Fiscal Year and for each of the following two Fiscal Years approved by Borrower’s board of directors, together with the assumptions and projections on which such budget is based and a copy of forecasts of operations and capital expenditures (including investments) for each Fiscal Year. In addition, if any material changes are made to such budget or projections or forecasts during the year, then Borrower will furnish copies to the Administrative Agent of any such changes promptly after such changes have been approved.

           9.2.11 Additional Information . With reasonable promptness, such other information respecting the condition or operations, financial or otherwise, of Borrower or any

Subsidiary as the Administrative Agent or any Syndication Party may from time to time reasonably request.

      9.3 Maintenance of Existence and Qualification . Borrower shall, and shall cause each Subsidiary to, maintain its corporate existence in good standing under the laws of its state of organization. Borrower shall, and shall cause each Subsidiary to, qualify and remain qualified as a foreign corporation in each jurisdiction in which such qualification is necessary in view of its business, operations and properties except where the failure to so qualify has not and could not reasonably be expected to result in a Material Adverse Effect.

      9.4 Compliance with Legal Requirements and Agreements . Borrower shall, and shall cause each Subsidiary to: (a) comply with all laws, rules, regulations and orders applicable to Borrower (or such Subsidiary, as applicable) or its business unless such failure to comply is the subject of a Good Faith Contest; and (b) comply with all agreements, indentures, mortgages, and other instruments to which it (or any Subsidiary, as applicable) is a party or by which it or any of its (or any Subsidiary, or any of such Subsidiary’s, as applicable) property is bound; provided, however, that the failure of Borrower to comply with this sentence in any instance not directly involving the Administrative Agent or a Syndication Party shall not constitute an Event of Default unless such failure could reasonably be expected to have a Material Adverse Effect.

      9.5 Compliance with Environmental Laws . Without limiting the provisions of Section 9.4 of this Credit Agreement, Borrower shall, and shall cause Subsidiary to, comply in all material respects with, and take all reasonable steps necessary to cause all persons occupying or present on any properties owned or leased by Borrower (or any Subsidiary, as applicable) to comply with, all Environmental Laws, the failure to comply with which would have a Material Adverse Effect or unless such failure to comply is the subject of a Good Faith Contest.

      9.6 Taxes . Borrower shall pay or cause to be paid, and shall cause each Subsidiary to pay, when due all taxes, assessments, and other governmental charges upon it, its income, its sales, its properties (or upon Subsidiary and its income, sales, and properties, as applicable), and federal and state taxes withheld from its (or Subsidiary’s, as applicable) employees’ earnings, unless (a) the failure to pay such taxes, assessments, or other governmental charges could not reasonably be expected to result in a Material Adverse Effect, or (b) such taxes, assessments, or other governmental charges are the subject of a Good Faith Contest and Borrower has established adequate reserves therefor in accordance with GAAP.

      9.7 Insurance . Borrower shall maintain, and cause each Subsidiary to maintain, insurance with one or more financially sound and reputable insurance carrier or carriers reasonably acceptable to the Administrative Agent, in such amounts (including deductibles) and covering such risks (including fidelity coverage) as are usually carried by companies engaged in the same or a similar business and similarly situated, provided, however, that Borrower may, to the extent permitted by Law, provide for appropriate self-insurance with respect to workers’ compensation. At the request of Administrative Agent, copies of all policies (or such other proof of compliance with this Section as may be reasonably satisfactory) shall be delivered to the Administrative Agent. All such insurance policies shall contain a provision requiring at least ten (10) days’ notice to Borrower prior to any cancellation for non-payment of premiums and at least forty-five (45) days’ notice to Borrower of cancellation for any other reason or of non-renewal. With respect to all such insurance policies, Borrower shall provide the Administrative Agent with

(a) within ten (10) days after obtaining such knowledge, written notice of any material modification of which it has knowledge; and (b) one or more certificates of insurance which shall include the agreement of the broker/insuror representative providing such certificates to provide to the Administrative Agent at least ten (10) days’ notice prior to any cancellation of any such insurance polici