CREDIT AGREEMENT

CREDIT AGREEMENT
(364-Day Revolving Loan)

by and between

CoBank, ACB,
as Lead Arranger, Administrative Agent and Bid Agent
and as a Syndication Party,

SunTrust Bank; Bank of America, National Association;
Harris N. A.; and U.S. Bank National Association,
as Co-Syndication Agents and as Syndication Parties,

THE OTHER SYNDICATION PARTIES ,

and

CHS INC.

dated as of February 14, 2008

1

CREDIT AGREEMENT

(364-Day Revolving Loan)

THIS AGREEMENT (“ Credit Agreement ”) is entered into as of February 14, 2008, 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 15.12.

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 15.4.2, as it may change from time to time by notice to all parties to this Credit Agreement.

1.5 Adoption Agreement : shall have the meaning set forth in Section 2.9 .

1.6 Advance : an advance of funds under the 364-Day Facility.

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

1.8 Advance Payment : shall have the meaning set forth in Section 14.1.

1.9 Affected Loans : shall have the meaning set forth in Subsection 4.2.3.

1.10 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.

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

1.12 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.

1.13 Anti-Terrorism Laws : shall have the meaning set forth in Subsection 8.24.1.

1.14 Applicable Lending Office : means, for each Syndication Party and for each Advance, the lending office of such Syndication Party designated as such for such Advance, to the Administrative Agent in writing prior to the date of this Agreement and from time to time hereafter 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 are to be made and maintained.

1.15 Authorized Officer : shall have the meaning set forth in Subsection 9.1.4.

1.16 Bank Debt : all amounts owing hereunder, including 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.

1.17 Banking Day : any day (a) 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, and (b) if such day relates to a borrowing of, a payment or prepayment of principal of or interest on, a continuation of or conversion into, or a LIBO Rate Period for, a LIBO Rate Loan, or a notice by Borrower with respect to any such borrowing, payment, prepayment, continuation, conversion, or LIBO Rate Period, on which dealings in U.S. Dollar deposits are carried out in the London interbank market.

1.18 Bank Equity Interests : shall have the meaning set forth in Article 6 hereof.

1.19 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).

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

1.31 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.

1.32 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.

1.33 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.

1.34 Change in Law : shall have the meaning set forth in Subsection 4.2.2.

1.35 Closing Date : means February 14, 2008, provided that on or before such date, (a) the Administrative Agent, the Bid Agent, the Syndication Parties, and Borrower have executed all Loan Documents to which they are parties, and (b) the conditions set forth in Section 9.1 of this Credit Agreement have been met.

1.36 Code : means the Internal Revenue Code of 1986.

1.37 Commitment Increase : shall have the meaning set forth in Section 2.9.

1.38 Committed Bid Advances : the principal amount of all Bid Advances which any Syndication Party is obligated to make as a result of such Syndication Party having received a Bid Selection Notice pursuant to Section 3.4 hereof, but which has not been funded as a Bid Rate Loan.

1.39 Committed 364-Day Advances : the principal amount of all 364-Day Facility Advances which any Syndication Party is obligated to make as a result of such Syndication Party having received a 364-Day Funding Notice pursuant to Section 2.3 hereof, but which has not been funded.

1.40 Compliance Certificate : a certificate of the chief financial officer of Borrower acceptable to the Administrative Agent and in the form attached hereto as Exhibit 1.40 .

1.41 Communications : shall have the meaning set forth in Subsection 15.16.1.

1.42 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.

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

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

1.45 Consolidated Funded Debt : all indebtedness for borrowed money of Borrower and its Consolidated Subsidiaries, that is classified as long term debt in accordance with GAAP, and shall include Debt of such maturity created or assumed by Borrower or any Consolidated Subsidiary either directly or indirectly, including obligations of such maturity secured by liens upon property of Borrower or its Consolidated Subsidiaries and upon which such entity customarily pays the interest, and all rental payments under capitalized leases of such maturity.

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

1.47 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.

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

1.49 Contributing Syndication Parties : shall have the meaning set forth in Section 14.3.

1.50 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.

1.51 Default Interest Rate : a rate of interest equal to 200 basis points in excess of the Base Rate which would otherwise be applicable at the time.

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

1.56 Embargoed Person : shall have the meaning set forth in Section 10.15.

1.57 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.

1.58 ERISA : shall have the meaning set forth in Section 8.10.

1.59 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.

1.60 Event of Default : shall have the meaning set forth in Section 13.1.

1.61 Event of Syndication Default : shall have the meaning set forth in Subsection 14.29.1.

1.62 Executive Order : shall have the meaning set forth in Subsection 8.24.1.

1.63 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.

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

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

1.66 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.

1.67 Funding Losses : shall have the meaning set forth in Section 5.5.

1.68 Funding Loss Notice : shall have the meaning set forth in Section 5.5.

1.69 Funding Share : shall mean the amount of any Advance which each Syndication Party is required to fund, which shall be determined as follows: (a) for an Advance under the 364-Day Facility (other than pursuant to a Bid Advance or an Overnight Advance), the amount of such Advance multiplied by such Syndication Party’s Individual 364-Day Pro Rata Share as of the date of the 364-Day Funding Notice for, but without giving effect to, such Advance; (b) for an Advance under a Bid won by such Syndication Party, the amount of such Bid; and (c) for an Overnight Advance, the amount determined as provided in Section 3.9 hereof.

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

1.71 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.

1.72 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.

1.73 Hazardous Substances : dangerous, toxic or hazardous pollutants, contaminants, chemicals, wastes, materials or substances, as defined in or governed by the provisions of any Environmental Laws, and also including urea formaldehyde, polychlorinated biphenyls, asbestos, asbestos-containing materials, nuclear fuel or waste, and petroleum products, or any other waste, material, substances, pollutant or contaminant which would subject an owner of property to any damages, penalties or liabilities under any applicable Environmental Laws.

1.77 Individual 364-Day Commitment : shall mean with respect to any Syndication Party the amount shown as its Individual 364-Day Commitment on Schedule 1 hereto (as may be amended pursuant to Section 2.9), subject to adjustment in the event of the sale of all or a portion of a Syndication Interest in accordance with Section 14.27 hereof, or a reduction in the 364-Day Commitment in accordance with Section 2.8 hereof.

1.78 Individual 364-Day Lending Capacity : shall mean with respect to any Syndication Party the amount at any time of its Individual 364-Day Commitment, less its Individual Outstanding 364-Day Obligations.

1.79 Individual Outstanding 364-Day Obligations : shall mean with respect to any Syndication Party the total at any time, without duplication, of (a) the aggregate outstanding principal amount of all 364-Day Advances made by such Syndication Party (including, without duplication, Overnight Advances made by such Syndication Party in its capacity as an Overnight Lender), (b) the aggregate outstanding principal amount of all Bid Advances made by such Syndication Party, (c) all of such Syndication Party’s Committed 364-Day Advances, and (d) all of such Syndication Party’s Committed Bid Advances.

1.80 Individual 364-Day Pro Rata Share : shall mean with respect to any Syndication Party a fraction, expressed as a percentage (rounded to 9 decimal points), where the numerator is such Syndication Party’s Individual 364-Day Commitment less such Syndication Party’s Individual Outstanding 364-Day Obligations; and the denominator is the 364-Day Commitment less the sum of the Individual Outstanding 364-Day Obligations of all of the Syndication Parties, determined (a) in the case of LIBO Rate Loans, at 12:00 noon (Central time) on the Banking Day Borrower delivers a 364-Day Borrowing Notice pursuant to which Borrower requests such LIBO Rate Loan, and (b) in all other cases, 12:00 noon (Central time) on the Banking Day Borrower delivers a 364-Day Borrowing Notice or a Bid Request.

1.81 Intellectual Property : shall have the meaning set forth in Section 8.18.

1.82 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.

1.83 LIBO Rate : the rate for deposits in U.S. dollars with maturities comparable to the selected LIBO Rate Period as quoted by the British Bankers’ Association for the purpose of displaying London Interbank Offered Rates for U.S. Dollar deposits, determined effective as of 11:00 A.M. (London Time) on the day which is two (2) Banking Days prior to the first day of each LIBO Rate Period, reserve adjusted for Regulation D on a demonstrated basis, with such rate modified by adding the 364-Day Margin.

1.88 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).

1.89 Loans : shall mean, collectively, all Bid Advances, all Base Rate Loans, all LIBO Rate Loans, and all Overnight Loans outstanding at any time.

1.90 Loan Documents : this Credit Agreement and the Notes.

1.91 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.

1.92 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.

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

1.94 NCRA : shall have the meaning set forth in Section 11.5.

1.95 Non-US Lender : shall have the meaning set forth in Section 14.30.

1.96 Note or Notes : the 364-Day Facility Notes, and all amendments, renewals, substitutions and extensions thereof.

1.97 OFAC : shall have the meaning set forth in Section 10.15.

1.98 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.

1.99 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.

1.111 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.

1.112 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.

1.113 Platform : shall have the meaning set forth in Subsection 15.16.2.

1.114 Potential Default : any event, other than an event described in Section 13.1(a) hereof, which with the giving of notice or lapse of time, or both, would become an Event of Default.

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

1.116 Regulatory Change : shall have the meaning set forth in Section 15.12.

1.117 Replacement Lender : shall have the meaning set forth in Section 14.31.

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

1.119 Requested 364-Day Advance : shall mean the amount of Advance requested by Borrower in any 364-Day Borrowing Notice.

1.120 Required Lenders : shall mean Syndication Parties (including Voting Participants) whose aggregate Individual 364-Day Commitments constitute fifty-one percent (51.0%) or more of the 364-Day Commitment; provided however , if fewer than three Syndication Parties (including Voting Participants) hold fifty-one percent (51.0%) or more of the 364-Day 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 364-Day Commitment. Pursuant to Section 14.27 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.

1.121 Required License : shall have the meaning set forth in Section 8.09.

1.122 Restricted Subsidiary : shall mean those Subsidiaries identified on Exhibit 1.123 hereto, as it may be amended from time to time with the prior written consent of Borrower, the Administrative Agent and the Required Lenders.

1.123 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.

1.124 SDN List : shall have the meaning set forth in Section 10.15.

1.125 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 1.126 hereto.

1.126 Successor Agent : such Person as may be appointed as successor to the rights and duties of the Administrative Agent as provided in Section 14.21 of this Credit Agreement.

1.127 Syndication Acquisition Agreement : shall have the meaning set forth in Section 14.26.

1.128 Syndication Interest : shall have the meaning set forth in Section 14.1.

1.129 Syndication Parties : shall mean those entities listed on Schedule 1 hereto as having an Individual 364-Day Commitment and such Persons as shall from time to time execute (a) a Syndication Acquisition Agreement substantially in the form of Exhibit 14.26 hereto signifying their election to purchase all or a portion of the Syndication Interest of any Syndication Party, in accordance with Section 14.26 hereof, and to become a Syndication Party hereunder; or (b) an Adoption Agreement substantially in the form of Exhibit 2.9 hereto in connection with any Commitment Increase as provided in Section 2.9 hereof.

1.130 Syndication Party Advance Date : shall have the meaning set forth in Section 14.2.

1.131 Term Loan Credit Agreement : shall mean that certain Credit Agreement (10 Year Term Loan) dated as of December 12, 2007 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.

1.132 364-Day Advance : shall have the meaning set forth in Subsection 2.1.

1.133 364-Day Availability Period : shall mean the period from the Closing Date until the 364-Day Maturity Date.

1.134 364-Day Borrowing Notice : shall have the meaning set forth in Section 2.3.

1.135 364-Day Commitment : shall be $500,000,000.00, (as may be amended pursuant to Section 2.9), subject to reduction as provided in Section 2.8 hereof.

1.136 364-Day Facility : shall mean the loan facility made available to Borrower under Article 2 of this Agreement.

1.137 364-Day Facility Fee Factor : the 364-Day Facility Fee Factor determined as set forth in Schedule 2 hereto and Section 4.6 hereof.

1.141 364-Day Margin : the 364-Day Margin determined as set forth in Schedule 2 hereto and Section 4.6 hereto.

2.1 364-Day Facility Loan . On the terms and conditions set forth in this Credit Agreement, and so long as no Event of Default or Potential Default has occurred (or if a Potential Default or an Event of Default has occurred, it has been waived in writing by the Administrative Agent pursuant to the provisions of Section 14.9 hereof), each of the Syndication Parties severally agrees to advance funds under the 364-Day Facility (each a “ 364-Day Advance ”) upon receipt of a 364-Day Funding Notice from time to time during the 364-Day Facility Availability Period, subject to the following limits:

2.1.1 Individual Syndication Party 364-Day Commitment . No Syndication Party shall be required or permitted to make a 364-Day Advance which would exceed its Individual 364-Day Lending Capacity as in effect at the time of the Administrative Agent’s receipt of the 364-Day Borrowing Notice requesting such 364-Day Advance.

2.1.2 Individual Syndication Party 364-Day Pro Rata Share . No Syndication Party shall be required or permitted to fund a 364-Day Advance under the 364-Day Facility in excess of an amount equal to its Individual 364-Day Pro Rata Share multiplied by the amount of the requested 364-Day Advance. Each Syndication Party agrees to fund its Individual 364-Day Pro Rata Share of each 364-Day Advance, except as provided in Article 3 hereof regarding Bid Advances.

2.2 364-Day Commitment . Borrower shall not be entitled to request a 364-Day Advance in an amount which, when added to the aggregate Individual Outstanding 364-Day Obligations of all Syndication Parties, would exceed the 364-Day Commitment.

2.3 364-Day Borrowing Notice; Funding Notice . Borrower shall give the Administrative Agent prior written notice by facsimile (effective upon receipt) of each request for a 364-Day Advance (a) in the case of a Base Rate Loan, on or before 11:00 A.M. (Central time) on the day of making such Base Rate Loan, and (b) in the case of a LIBO Rate Loan, on or before 11:00 A.M. (Central time) at least three (3) Banking Days prior to the date of making such LIBO Rate Loan. Each notice must be in substantially the form of Exhibit 2.3 hereto (“ 364-Day Borrowing Notice ”) and must specify (w) the amount of such 364-Day Advance, (x) the proposed date of making such 364-Day Advance, (y) whether Borrower requests that the 364-Day Advance will bear interest at (i) the Base Rate (the amount that is to bear interest at the Base Rate must be a minimum of $10,000,000.00 and in incremental multiples of $1,000,000.00) or (ii) the LIBO Rate (the amount that is to bear interest at the LIBO Rate must be a minimum of $10,000,000.00 and in incremental multiples of $1,000,000.00), and (z) in the case of a LIBO Rate Loan, the initial LIBO Rate Period applicable thereto. The Administrative Agent shall, on or before 12:00 noon (Central time) of the same Banking Day, notify each Syndication Party (“ 364-Day Funding Notice ”) of its receipt of each such 364-Day Borrowing Notice and the amount of such Syndication Party’s Funding Share thereunder. Not later than 2:00 P.M. (Central time) on the date of a 364-Day Advance, each Syndication Party will make available to the Administrative Agent at the Administrative Agent’s Office, in immediately available funds, such Syndication Party’s Funding Share of such 364-Day Advance. After the Administrative Agent’s receipt of such funds, but not later than 3:00 P.M. (Central time), and upon fulfillment of the applicable conditions set forth in Article 9 hereof, the Administrative Agent will make such 364-Day Advance available to Borrower, in immediately available funds, and will transmit such funds by wire transfer to Borrower’s Account. A 364-Day Advance may be requested by the Overnight Lender as provided in Section 3.9 hereof, by a written notice to the Administrative Agent generally complying with the requirements set forth above for a 364-Day Borrowing Notice, provided that such 364-Day Advance shall bear interest at the Base Rate. Thereafter, the Administrative Agent shall send out a 364-Day Funding Notice, each Syndication Party shall make available to the Administrative Agent such Syndication Party’s Funding Share thereof as provided above, and the Administrative Agent shall transmit such funds by wire transfer to the Overnight Lender.

2.4 Promise to Pay; 364-Day Facility Promissory Notes . Borrower promises to pay to the order of each Syndication Party at the office of the Administrative Agent at 5500 South Quebec Street, Greenwood Village, Colorado 80111, or such other place as the Administrative Agent shall direct in writing, an amount equal to (a) the outstanding amount of (i) 364-Day Advances(including Overnight Advances if any) and (ii) Bid Advances, in each case made by such Syndication Party, plus (b) any Bank Debt owing hereunder to such Syndication Party, plus (c) interest as set forth herein, payable to such Syndication Party for the account of its Applicable Lending Office. All such amounts are to be payable in the manner and at the time set forth in this Credit Agreement. At the request of any Syndication Party, made to the Administrative Agent, which shall then provide notice to Borrower, Borrower, to further evidence its obligations to such Syndication Party as set forth above in this Section, agrees to execute its promissory note in substantially the form of Exhibit 2.4 hereto duly completed, in the stated maximum principal amount equal to such Syndication Party’s Individual 364-Day Commitment, dated the date of this Credit Agreement, payable to such Syndication Party for the account of its Applicable Lending Office, and maturing as to principal on the 364-Day Maturity Date (each a “ 364-Day Facility Note ” and collectively, the “ 364-Day Facility Notes ”).

2.5 Syndication Party Records . Each Syndication Party shall record on its books and records the amount of each 364-Day Advance, the rate and interest period applicable thereto, all payments of principal and interest, and the principal balance from time to time outstanding. Each Syndication Party’s record thereof shall be prima facie evidence as to all such amounts and shall be binding on Borrower absent manifest error. Notwithstanding the foregoing, Borrower will never be required to pay to any Syndication Party as principal more than the principal amount of the 364-Day Advances and Bid Advances funded by such Syndication Party.

2.6 Use of Proceeds . The proceeds of the 364-Day Advances will be used by Borrower (a) to fund working capital requirements, (b) for general corporate purposes, and (c) to pay off Overnight Advances (at the request of either Borrower or the Overnight Lender), and Borrower agrees not to request or use such proceeds for any other purpose. Borrower will not, directly or indirectly, use any part of such proceeds for the purpose of purchasing or carrying any margin stock within the meaning of Regulation U of the Board of Governors or to extend credit to any Person for the purpose of purchasing or carrying any such margin stock.

2.7 Syndication Party Funding Failure . The failure of any Syndication Party to fund its Funding Share of any requested 364-Day Advance or to fund any Bid Advance to be made by it on the date specified for such Advance shall not relieve any other Syndication Party of its obligation (if any) to fund its Funding Share of any Advance on such date, but, except as provided in Sections 3.8 and 3.10 hereof, no Syndication Party shall be responsible for the failure of any other Syndication Party to make any Advance to be made by such other Syndication Party.

2.8 Reduction of 364-Day Commitment . Borrower may, by written facsimile notice to the Administrative Agent on or before 10:00 A.M. (Central time) on any Banking Day, irrevocably reduce the 364-Day Commitment; provided that (a) such reduction must be in multiples of one-million dollars ($1,000,000.00), and (b) Borrower must simultaneously make any principal payment necessary (along with any applicable Funding Losses on account of such principal payment) so that (i) the aggregate amount of the Individual Outstanding 364-Day Obligations of all Syndication Parties does not exceed the reduced 364-Day Commitment on the date of such reduction, and (ii) the Individual Outstanding 364-Day Obligations owing to any Syndication Party do not exceed the Individual 364-Day Commitment of that Syndication Party (after reduction thereof in accordance with the following sentence). In the event the 364-Day Commitment is reduced as provided in the preceding sentence, then the Individual 364-Day Commitment of each Syndication Party shall be reduced in the same proportion as the Individual 364-Day Commitment of such Syndication Party bears to the 364-Day Commitment before such reduction.

2.9 Increase of 364-Day Commitment . Borrower shall have the right to increase the 364-Day Commitment (“ Commitment Increase ”) from time to time by an amount of up to $100,000,000 in the aggregate; provided that each of the following conditions has been satisfied: (a) no Event Default or Potential Default has occurred (or if a Potential Default or an Event of Default has occurred, it has been waived in writing by the Administrative Agent pursuant to the provisions of Section 14.9 hereof); (b) Borrower has submitted to the Administrative Agent a written request for such Commitment Increase, specifying (i) the aggregate dollar amount thereof, which shall be a minimum of $20,000,000 and in increments of $1,000,000.00, (ii) the name of one or more financial institutions or Farm Credit System Institutions (which, in any case, may be an existing Syndication Party hereunder) that has committed to provide funding of the Commitment Increase pursuant to the terms of, and as a Syndication Party under, this Agreement (each a “ Funding Source ”), and (iii) the amount of the Commitment Increase which each such Funding Source has committed to provide, which must be a minimum $5,000,000 and in increments of $1,000,000.00; (c) each Funding Source has, unless it is at such time a Syndication Party hereunder, executed an agreement in the form of Exhibit 2.9 hereto (“ Adoption Agreement ”); (d) the Administrative Agent has approved each Funding Source as a Syndication Party hereunder (unless such Funding Source is already a Syndication Party), which approval shall not be unreasonably withheld, (e) each Funding Source has remitted to the Administrative Agent, by wire transfer in accordance with the Wire Instructions, the amount directed by the Administrative Agent so that such Funding Source will have funded its share (based on such Funding Source’s Individual 364-Day Pro Rata Share as recalculated as provided in clause (w) below in this Section) of all outstanding Advances other than Bid Advances and Overnight Advances, to the extent not previously funded by such Funding Source; and (f) Borrower has if requested by such Funding Source(s), executed such additional 364-Day Facility Notes payable to such Funding Source(s) and in such amounts, as the Administrative Agent shall require to reflect the Commitment Increase. Upon the satisfaction of each of the foregoing conditions, (v) the 364-Day Commitment shall be automatically increased by the amount of the Commitment Increase; (w) the Individual 364-Day Pro Rata Share of each of the Syndication Parties, including the Funding Source(s), shall be recalculated by the Administrative Agent to reflect the amount of the Commitment Increase which each such Funding Source has committed to provide, and the amount of the Commitment Increase; (x) the Funding Source(s) shall be allocated a share of all existing 364-Day Advances, other than Bid Advances and Overnight Advances, and any such amounts remitted pursuant to clause (e) above shall be allocated among, and paid over to, those Persons who were Syndication Parties prior to the Commitment Increase, based on their Individual 364-Day Pro Rata Shares as they existed prior to the Commitment Increase, to reflect a reduction in their share of outstanding 364-Day Advances (other than Bid Advances and Overnight Advances); (y) to the extent that any Syndication Party is entitled to recover Funding Losses on account of having been allocated any portion of the amounts remitted pursuant to clause (e) above, Borrower shall pay to the Administrative Agent the amount of such Funding Losses which the Administrative Agent shall then forward to such Syndication Party; and (z) the Administrative Agent shall revise Schedule 1 to reflect the Commitment Increase.

ARTICLE 3. BID RATE FACILITY; OVERNIGHT FACILITY

3.1 364-Day Facility Bid Rate Loans . Subject to the terms and conditions of this Agreement, including the procedures set forth in Article 3 hereof, each Syndication Party may in its sole discretion make Advances (each Advance made by a Syndication Party pursuant to this Section a “ Bid Advance ” and the total of such Advances made by the Syndication Parties the “ Bid Rate Loans ”) to Borrower from time to time during the 364-Day Facility Availability Period, provided that:

3.1.1 Individual 364-Day Commitment . No Syndication Party shall be permitted to make a Bid Advance under the 364-Day Facility which, when added to its aggregate Individual Outstanding 364-Day Obligations, would exceed such Syndication Party’s Individual 364-Day Commitment.

3.1.2 364-Day Commitment . Borrower may not make a Bid Request in an amount which, when added to the aggregate Individual Outstanding 364-Day Obligations of all Syndication Parties, would exceed the 364-Day Commitment.

3.1.3 Amounts . Each Bid Request shall be in an amount at least equal to five million dollars ($5,000,000) and in integral multiples of one million dollars ($1,000,000), and each Bid shall be in an amount at least equal to one million dollars ($1,000,000) or the amount remaining under the Individual 364-Day Commitment of the Syndication Party submitting such Bid, if less. Each Bid Advance made by a Syndication Party will be in the amount of its Bids, or portions thereof, under the 364-Day Facility that are accepted by Borrower in accordance with Section 3.4 hereof.

3.2 Bid Request . No more frequently than once each Banking Day, Borrower may request offers from all Syndication Parties, acting severally and not jointly, to make Bid Advances by giving the Bid Agent notice by facsimile (effective upon receipt), substantially in the form of Exhibit 3.2 hereto (“ Bid Request ”) on or before 9:00 A.M. (Central time) on the Banking Day the proposed Bid Rate Loan is to be made. By 9:30 A.M. (Central time) of the same Banking Day, the Bid Agent shall, by facsimile transmission, send to all of the Syndication Parties eligible to receive a Bid Request a copy of such Bid Request. Each Bid Request must specify (a) the total amount of such requested Bid Advances, (b) the individual amount of each requested Bid Advance with a different proposed Bid Maturity Date, (c) the proposed Banking Day of making such Bid Advance (which shall be the same Banking Day on which the Bid Request is submitted), and (d) the proposed maturity dates for such Bid Advances (each a “ Bid Maturity Date ”) which must be Banking Days and which must not extend more than thirty (30) days beyond the 364-Day Maturity Date. Borrower may request offers to make more than one Bid Rate Loan (up to a maximum of five (5) Bid Rate Loans in a single Bid Request), each with a different Bid Maturity Date, in a single Bid Request.

3.3 Bid Procedure . Each Syndication Party may, in its sole discretion, submit to the Bid Agent a written quote, substantially in the form of Exhibit 3.3 hereto (“ Bid ”), containing an offer or offers to make one or more Bid Advances in a specified amount or amounts in response to such Bid Request (and may elect to bid with respect to any or all Bid Advances with different Bid Maturity Dates specified in the Bid Request); provided, however, each Syndication Party is limited to one Bid submission per Bid Request (which may cover more than one Bid Maturity Date) and a Syndication Party may not submit a Bid in an amount in excess of such Syndication Party’s Individual 364-Day Lending Capacity. A Bid may set forth offers for up to five (5) separate Bid Rates for each of the applicable Bid Advances, provided that each Bid shall specify the aggregate principal amount of Bid Advances for all Bid Maturity Dates that the Syndication Party submitting such Bid is willing to make at the interest rate or rates specified in such Bid (each a “ Bid Rate ”) pursuant to such Bid. Each Bid by a Syndication Party (other than by the Bid Agent acting in its capacity as a Syndication Party) must be submitted to the Bid Agent by facsimile not later than 10:15 A.M. (Central time) on the same Banking Day. The Bid Agent, in its capacity as a Syndication Party, may submit Bids; provided such Bids must be finalized not later than 10:00 A.M. (Central time) on the same Banking Day. Each Bid shall be irrevocable. The Bid Agent shall disregard a Bid if it (a) is not substantially in conformity with Exhibit 3.3 hereto, (b) contains qualifying or conditional language, (c) proposes terms other than or in addition to those set forth in the applicable Bid Request, or (d) arrives after the applicable time set forth in this Section. By 10:30 A.M. (Central time) on the same Banking Day, the Bid Agent shall send copies of all Bids to Borrower by facsimile (“ Bid Results Notice ”).

3.4 Bid Acceptance Procedure . Not later than 11:00 A.M. (Central time) on the same Banking Day, Borrower shall provide to the Bid Agent by facsimile notice, in the form of Exhibit 3.4 hereto, of its acceptance or rejection of each of the Bids submitted to Borrower by the Bid Results Notice (“ Bid Selection Notice ”). In the case of each acceptance the Bid Selection Notice shall specify the aggregate principal amount of Bid Advances for each of the Bids that are accepted. Regardless of the amounts or interest rates bid by any Syndication Party, Borrower may accept or decline any Bid in whole or in part, provided that (a) the aggregate principal amount of Bid Advances accepted may not exceed the applicable amount set forth in the related Bid Request, and (b) Borrower may not accept any offer that fails to comply with this Article 3. Bids not accepted by 11:00 A.M. will be irrevocably deemed to have been rejected by Borrower. No later than 12:00 noon (Central time) on the same Banking Day, the Bid Agent shall send, by facsimile, a copy of such Bid Selection Notice to the Administrative Agent and each Syndication Party which submitted a Bid.

3.5 Bid Rate Loan Funding . Not later than 2:00 P.M. (Central time) on the same Banking Day, each Syndication Party that is to make one or more Bid Advances in accordance with the Bid Selection Notice shall make available to the Administrative Agent at the Administrative Agent’s Office, in immediately available funds, an amount sufficient to fund such Bid Advances. After the Administrative Agent’s receipt of such funds, but not later than 3:00 P.M. (Central time), and upon fulfillment of the applicable conditions set forth in Article 9 hereof, the Administrative Agent will make the proceeds of such Bid Advances available to Borrower, in immediately available funds, and will transmit such funds by wire transfer to Borrower’s Account.

3.6 Syndication Party Funding Failure . In the event any Syndication Party fails to make any requested Bid Advance to be made by it on the date specified for such Advance, the Administrative Agent (in that capacity) will advance such funds to Borrower on behalf of such Syndication Party in its role and capacity as the Administrative Agent, and therefore notwithstanding limitations, if any, contained herein relating to the Administrative Agent in its role as a Syndication Party, including its Individual 364-Day Commitment or Individual 364-Day Lending Capacity. In the event of the funding of any such Advance by the Administrative Agent, the Syndication Party failing to fund such Advance will be treated as a Delinquent Syndication Party under Section 14.3 hereof, and the Administrative Agent will be treated as a Contributing Syndication Party under such Section.

3.7 364-Day Facility Bid Rate Loans . Notwithstanding any other provision in this Credit Agreement that may be construed to the contrary, in the event that a Syndication Party, at its sole discretion, makes a Bid Advance to Borrower with a Bid Maturity Date later than the 364-Day Maturity Date; and (a) (i) the 364-Day Maturity Date is subsequently extended by amendment to this Credit Agreement; and (ii) such Syndication Party does not renew its Individual 364-Day Commitment at a level at least equal to the outstanding amount of such 364-Day Advance, then, in such case, such outstanding amount will be due and payable by Borrower, and accepted by such Syndication Party, on the 364-Day Maturity Date (as in effect prior to such extension thereof) without any liability for Funding Losses on such amount; or (b) the 364-Day Maturity Date is not subsequently extended by amendment to this Credit Agreement, then, in each such case, such outstanding amount will be repaid by Borrower in accordance with the terms of this Credit Agreement (including provision for Funding Losses) and this Credit Agreement will be deemed to continue in force for the limited purpose of facilitating such payments.

3.8 Failure to Implement Bid Process . In the event the Bid Agent fails to hold an auction pursuant to a proper Bid Request, the Administrative Agent (in that capacity) will make an Advance to Borrower on behalf of all Syndication Parties, in the amount of each Bid Advance requested in such Bid Request to bear interest at the then current Base Rate to be repaid out of proceeds of Bid Advances on the next Banking Day, and will cause the Bid Agent to hold the auction for such Bid Advances the following Banking Day.

3.9 Overnight Advances . In addition to Borrower’s right to request a 364-Day Advance under Article 2 hereof or a Bid Advance under Section 3.1 hereof, Borrower may, subject to the terms and conditions of this Section, at any time before 2:30 P.M. (Central time) on a Banking Day, request the Overnight Lender to make an Advance to Borrower under the 364-Day Facility on the same Banking Day (“ Overnight Advance ”) in accordance with the provisions of this Section. Each Banking Day by 10:30 A.M. (Central time) the Overnight Lender shall notify Borrower of the interest rate (“ Overnight Rate ”) that it will charge on all Overnight Advances made that Banking Day. Borrower’s request for an Overnight Advance (“ Overnight Advance Request ”) may be made orally or in writing by facsimile (if orally, shall be confirmed in writing on the same Banking Day), must be directed to the Overnight Lender, and must specify (a) the amount of such Advance, and (b) the date when such Overnight Advance will be due and payable (“ Overnight Maturity Date ”), which may not be later than the fifth (5 ^th ) Banking Day thereafter. If Borrower submits an Overnight Advance Request, the Overnight Lender shall promptly, but not later than 3:30 P.M. on the same Banking Day, fund such Overnight Advance and advise the Administrative Agent in writing of the amount, Overnight Rate and Overnight Maturity Date of such Overnight Advance. Each Overnight Advance shall bear interest at the applicable Overnight Rate and shall be payable in full, including interest, on the Overnight Maturity Date applicable to such Overnight Advance. Such payment may, at Borrower’s discretion, and subject to the conditions of this Credit Agreement, be made by an Advance under the 364-Day Facility. Overnight Advances shall be made only by the Overnight Lender. Borrower’s entitlement to receive, and the Overnight Lender’s obligation to fund, any Overnight Advance shall be subject to the conditions and limitations set forth in Section 2.1 hereof and applicable to 364-Day Advances generally, and, in addition, the aggregate outstanding principal amount of all such Overnight Advances shall not at any time exceed the Overnight Funding Commitment. At the sole discretion of the Overnight Lender, any Overnight Advance may be paid off at any time by a 364-Day Advance requested by the Overnight Lender.

3.10 Overnight Lender Funding Failure . In the event the Overnight Lender fails to make any requested Overnight Advance to be made by it on the date specified for such Advance, the Administrative Agent (in that capacity) may, in its sole and absolute discretion and in its role and capacity of the Administrative Agent, advance such funds to Borrower on behalf of such Overnight Lender, notwithstanding limitations, if any, contained herein relating to the Administrative Agent in its role as a Syndication Party, including its Individual 364-Day Commitment or Individual 364-Day Lending Capacity. In the event of any such advance by the Administrative Agent, the Overnight Lender will be treated as a Delinquent Syndication Party under Section 14.3 hereof, and the Administrative Agent will be treated as a Contributing Syndication Party under such Section.

ARTICLE 4. INTEREST AND FEES

4.1 Interest . Except as provided in Article 3 hereof, interest on all Loans shall be calculated as follows:

4.1.1 Base Rate Option . Unless Borrower requests and receives a LIBO Rate Loan pursuant to Subsection 4.1.2 hereof, the outstanding principal balance owing hereunder for 364-Day Advances shall bear interest at the Base Rate (each a “ Base Rate Loan ”). Base Rate Loans must be in minimum amounts of $10,000,000.00 and in incremental multiples of $1,000,000.00.

4.1.2 LIBO Rate Option . From time to time, and so long as no Event of Default has occurred and is continuing, at the request of Borrower included in a 364-Day Borrowing Notice, all or any part of the outstanding principal balance owing hereunder for 364-Day Advances may bear interest at the LIBO Rate (each a “ LIBO Rate Loan ”); provided that Borrower may have no more than ten (10) LIBO Rate Loans outstanding at any time. To effect this option, the 364-Day Borrowing Notice must specify (a) the principal amount that is to bear interest at the LIBO Rate, which must be a minimum of $10,000,000.00 and in incremental multiples of $1,000,000.00 and (b) the period selected by Borrower during which the LIBO Rate is to be applied (“ LIBO Rate Period ”), which may be any period of one, two, three, or six months, but must expire no later than the 364-Day Maturity Date. In addition, Borrower may convert any Base Rate Loan to a LIBO Rate Loan, or continue a LIBO Rate Loan, by making a written request therefore (“ LIBO Request ”) to the Administrative Agent by facsimile at least three (3) Banking Days prior to the first date of the LIBO Rate Period therefore, specifying (y) the principal amount that is to bear interest at the LIBO Rate, which must be a minimum of $10,000,000.00 and in incremental multiples of $1,000,000.00 and (z) the LIBO Rate Period selected by Borrower during which the LIBO Rate is to be applied. The Administrative Agent shall incur no liability in acting upon a request which it believed in good faith had been made by a properly authorized employee of Borrower. Following the expiration of the LIBO Rate Period for any LIBO Rate Loan, interest shall automatically accrue at the Base Rate unless Borrower requests and receives another LIBO Rate Loan as provided in this Subsection.

4.2 Additional Provisions for LIBO Rate Loans .

4.2.1 Limitation on LIBO Rate Loans . Anything herein to the contrary notwithstanding, if, on or prior to the determination of the LIBO Rate for any LIBO Rate Period:

(a) The Administrative Agent determines (which determination shall be conclusive) that quotations of interest rates in accordance with the definition of LIBO Rate are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for LIBO Rate Loans as provided in this Credit Agreement; or

(b) any Syndication Party determines (which determination shall be conclusive) that the relevant rates of interest referred to in the definition of LIBO Rate upon the basis of which the rate of interest for LIBO Rate Loans for such LIBO Rate Period is to be determined do not adequately cover the cost to the Syndication Parties of making or maintaining such LIBO Rate Loans for such LIBO Rate Period;

then the Administrative Agent shall give Borrower prompt notice thereof, and so long as such condition remains in effect, in the case of clause (a) above, the Syndication Parties, and in the case of clause (b) above, the Syndication Party that makes the determination, shall be under no obligation to make LIBO Rate Loans, convert Base Rate Loans into LIBO Rate Loans, or continue LIBO Rate Loans, and Borrower shall, on the last days of the then current applicable LIBO Rate Periods for the outstanding LIBO Rate Loans, either prepay such LIBO Rate Loans or such LIBO Rate Loans shall automatically be converted into a Base Rate Loan in accordance with Section 4.1.1 hereof.

4.2.2 LIBO Rate Loan Unlawful . If any law, treaty, rule, regulation or determination of a court or governmental authority or any change therein or in the interpretation or application thereof subsequent to the Closing Date (each, a “ Change in Law ”) shall make it unlawful for any of the Syndication Parties to (a) advance its Funding Share of any LIBO Rate Loan or (b) maintain its share of all or any portion of the LIBO Rate Loans, each such Syndication Party shall promptly, by telephone (in which case it must be promptly followed by a writing) or facsimile, notify the Administrative Agent thereof, and of the reasons therefor and the Administrative Agent shall promptly notify Borrower thereof and shall provide a copy of such written notice to Borrower. In the former event, any obligation of any such Syndication Party to make available its Funding Share of any future LIBO Rate Loan shall immediately be canceled (and, in lieu thereof shall be made as a Base Rate Loan), and in the latter event, any such unlawful LIBO Rate Loans or portions thereof then outstanding shall be converted, at the option of such Syndication Party, to a Base Rate Loan; provided, however, that if any such Change in Law shall permit the LIBO Rate to remain in effect until the expiration of the LIBO Rate Period applicable to any such unlawful LIBO Rate Loan, then such LIBO Rate Loan shall continue in effect until the expiration of such LIBO Rate Period. Upon the occurrence of any of the foregoing events on account of any Change in Law, Borrower shall pay to the Administrative Agent immediately upon demand such amounts as may be necessary to compensate any such Syndication Party for any fees, charges, or other costs incurred or payable by such Syndication Party as a result thereof and which are attributable to any LIBO Rate Loan made available to Borrower hereunder, and any reasonable allocation made by any such Syndication Party among its operations shall be conclusive and binding upon Borrower absent manifest error.

4.2.3 Treatment of Affected Loans . If the obligations of any Syndication Party to make or continue LIBO Rate Loans, or to convert Base Rate Loans into LIBO Rate Loans, are suspended pursuant to Subsection 4.2.1 or 4.2.2 hereof (all LIBO Rate Loans so affected being herein called “ Affected Loans ”), such Syndication Party’s Affected Loans shall, on the last day(s) of the then current LIBO Rate Period(s) for the Affected Loans (or, in the case of a conversion required by Subsection 4.2.1 or 4.2.2, on such earlier date as such Syndication Party may specify to Borrower), be automatically converted into Base Rate Loans for the account of such Syndication Party. To the extent that such Syndication Party’s Affected Loans have been so converted, all payments and prepayments of principal which would otherwise be applied to such Syndication Party’s Affected Loans shall be applied instead to its Base Rate Loans. All Advances which would otherwise be made or continued by such Syndication Party as LIBO Rate Loans shall be made or continued instead as Base Rate Loans, and all Base Rate Loans of such Syndication Party which would otherwise be converted into LIBO Rate Loans shall remain as Base Rate Loans.

4.3 Default Interest Rate . All past due payments on 364-Day Advances, Bid Advances, Overnight Advances, 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.

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

4.5 Fees . Borrower shall pay or cause to be paid the following fees:

4.5.1 364-Day Facility Fee . A non-refundable fee (“ 364-Day Facility Fee ”) calculated in arrears as of the end of each of Borrower’s Fiscal Quarters following the Closing Date, until the Loans are paid in full, and the Syndication Parties have no further obligation to make Advances hereunder. The 364-Day Facility Fee for each such period shall be equal to (a) the average daily 364-Day Commitment in effect during such period, (b) multiplied by the average daily 364-Day Facility Fee Factor in effect during such period, as converted to a daily rate using a year of 360 days, (c) with the product there of being further multiplied by the number of days in such period. The 364-Day Facility Fee shall be payable to the Administrative Agent in arrears on the Banking Day coinciding with, or immediately preceding the fifth day after the close of each such Fiscal Quarter, for distribution to each Syndication Party in the ratio that its Individual 364-Day Commitment bears to the 364-Day Commitment as calculated by the Administrative Agent on the last day of each such period.

4.6 364-Day Margin; 364-Day Facility Fee Factor . If the Compliance Certificate with respect to any Fiscal Quarter is not received by the Administrative Agent by the date required as provided in Subsections 10.2.1 and 10.2.2 hereof, the 364-Day Margin and the 364-Day Facility Fee Factor, for the period commencing on the first day of the Fiscal Quarter commencing immediately after the Fiscal Quarter for which such Compliance Report was required, shall be 77.5 basis points and 20.0 basis points, respectively for that entire Fiscal Quarter.

ARTICLE 5. PAYMENTS; FUNDING LOSSES

5.1 Principal Payments . Principal shall be payable under the 364-Day Facility on the 364-Day Maturity Date; provided that (a) principal owing on all Bid Advances shall be payable (i) on the Bid Maturity Date as provided in the Bid under which such Bid Advance was made, if such date is earlier than the 364-Day Maturity Date, and (ii) as provided in Section 3.7 hereof, (b) principal owing on all Overnight Advances shall be payable on the applicable Overnight Maturity Date, and (c) prepayments may be made only as provided in Section 5.5 hereof.

5.2 Interest Payments . Interest shall be payable as follows: (a) interest on Base Rate Loans shall be payable monthly in arrears on the first Banking Day of the next month, (b) interest on LIBO Rate Loans shall be payable on the last day of the LIBO Rate Period therefor unless the LIBO Rate Period is longer than three (3) months, in which case interest shall also be payable on each three month anniversary of the first day of the applicable LIBO Rate Period, (c) interest on each Bid Rate Loan shall be payable on the Bid Maturity Date therefor unless the Bid Maturity Date is more than three (3) months from the date of the Advance under such Bid Rate Loan, in which case interest shall also be payable on each three month anniversary of the date of the relevant Advance, (d) interest on Overnight Advances shall be payable on the Overnight Maturity Date, and (e) interest on all Loans then accrued and unpaid shall be payable on the 364-Day Maturity Date.

5.3 Application of Principal Payments . Principal payments and prepayments shall be applied (a) to principal amounts owing under the 364-Day Facility as Borrower directs in writing (provided that Bid Rate Loans may not be prepaid), or (b) if Borrower provides no specific direction, then to principal amounts owing (i) under those Overnight Advances with respect to which the Overnight Maturity Date has occurred, then (ii) under those Bid Rate Loans with respect to which the Bid Maturity Date has occurred, then (iii) under the 364-Day Facility (other than Bid Rate Loans or Overnight Advances), then (iv) under those Overnight Advances with respect to which the Overnight Maturity Date has not occurred. Subject to the provisions of the foregoing sentence, payments shall be applied first to Base Rate Loans and then to LIBO Rate Loans unless Borrower directs otherwise in writing. However, upon the occurrence and during the continuance of an Event of Default or Potential Default, all payments shall be applied, first to fees, second to interest, third to principal pro-rata to all Loans, fourth to the Cash Collateral Account, and last to any other Bank Debt.

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

5.4.1 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).

5.4.2 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

5.5 Voluntary Prepayments . Borrower shall have the right to prepay all or any part of the outstanding principal balance under the Loans at any time in integral multiples of $1,000,000.00 (or the entire outstanding balance, if less) and subject to a $5,000,000.00 minimum prepayment on LIBO Rate Loans (or the entire outstanding balance, if less), on any Banking Day; provided that (a) in the event of prepayment of any LIBO Rate Loan, whether voluntary (including payments pursuant to Section 2.9 hereof) or on account of acceleration (i) Borrower must provide three (3) Banking Days notice to the Administrative Agent prior to making such prepayment, and (ii) Borrower must, at the time of making such prepayment, pay all accrued but unpaid interest and all Funding Losses applicable to such prepayment, and (b) Borrower shall not have the right to prepay any Bid Rate Loan before the applicable Bid Maturity Date, but if a Bid Rate Loan is deemed prepaid on account of acceleration, Borrower must pay all Funding Losses applicable to such prepayment. Principal amounts prepaid may be reborrowed under the terms and conditions of this Credit Agreement. “ Funding Losses ” shall be determined on an individual Syndication Party basis as the amount which would result in such Syndication Party being made whole (on a present value basis) for the actual or imputed funding losses (including, without limitation, any loss, cost or expense incurred by reason of obtaining, liquidating or employing deposits or other funds acquired by such Syndication Party to fund or maintain such LIBO Rate Loan or Bid Rate Loan) incurred by such Syndication Party as a result of such payment (regardless of whether the Syndication Party actually funded with such deposits); provided that such amount shall in no event be less than $300.00 with respect to any Syndication Party. In the event of any such payment, each Syndication Party which had funded the LIBO Rate Loan being paid (or the Syndication Party which made the Bid Advance being prepaid) shall, promptly after being notified of such payment, send written notice (“ Funding Loss Notice ”) to the Administrative Agent by facsimile setting forth the amount of attributable Funding Losses and the method of calculating the same. The Administrative Agent shall notify Borrower orally or in writing of the amount of such Funding Losses. A determination by a Syndication Party as to the amounts payable pursuant to this Section shall be conclusive absent manifest error.

5.6 Distribution of Principal and Interest Payments . The Administrative Agent shall distribute payments of principal and interest among the Syndication Parties as follows:

5.6.1 Principal and Interest Payments on 364-Day Advances . Principal and interest payments on 364-Day Advances shall be remitted to the Syndication Parties in the ratio in which they funded the 364-Day Advance to which such payments are applied.

5.6.2 Principal and Interest Payments on Bid Advances . Principal and interest payments on Bid Advances shall be remitted to the Syndication Party which made the Bid Advance to which such payments are applied.

5.6.3 Principal and Interest Payments on Overnight Advances . Principal and interest payments on Overnight Advances shall be remitted to the Overnight Lender.

ARTICLE 6. 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 14.26 on a non-patronage basis. In addition Borrower agrees to purchase such equity interests in any Farm Credit System Institution (other than CoBank) which is a Syndication Party hereunder as such Farm Credit System Institution may from time to time require in accordance with its bylaws and capital plans as applicable to cooperative borrowers generally and as is required by any written agreement Borrower may execute with any such Farm Credit System Institution.

ARTICLE 7. SECURITY

The obligations of Borrower under this Credit Agreement shall be unsecured, except (a) the statutory lien in favor of CoBank, but not any other Syndication Parties, in the Bank Equity Interests, and (b) the statutory lien, if any, in favor of any Farm Credit System Institution (other than CoBank), but not any other Syndication Parties, which may require Borrower to purchase equity interests as provided in Article 6 hereof, in such equity interests.

ARTICLE 8. REPRESENTATIONS AND WARRANTIES

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

8.1 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.

8.2 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. 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.

8.3 Litigation . Except as described on Exhibit 8.3 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.

8.4 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 ”).

8.5 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.

8.6 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.

8.7 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 10.1 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.

8.8 Payment of Taxes . Except as shown on Exhibit 8.8 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 8.8 specifically indicates all such taxes, if any, which are subject to a Good Faith Contest.

8.9 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.

8.10 Employee Benefit Plans . Exhibit 8.10 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 ”).

8.11 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 8.11 .

8.12 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 8.13 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 11.3 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.

8.13 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.

8.14 Environmental Compliance . Except as set forth on Exhibit 8.14 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 8.14 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.

8.15 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.

8.16 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.

8.17 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.

8.18 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.

8.19 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.

8.20 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.

8.21 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.

8.22 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.

8.23 Labor Matters and Labor Agreements . Except as set forth in Exhibit 8.23 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.

8.24 Anti-Terrorism Laws .

8.24.1 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 ”).

8.24.2 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 Perso