Exhibit 10.2
FIRST AMENDMENT TO CREDIT AGREEMENT
Parties:
| |
|
|
|
|
|
|
|
“CoBank”: |
|
CoBank, ACB
5500 South Quebec Street
Greenwood Village, Colorado 80111 |
|
|
|
|
|
|
|
|
|
“Borrower”: |
|
CHS Inc.
5500 Cenex Drive
Inver Grove Heights, Minnesota 55077 |
|
|
|
|
|
|
|
|
|
“Syndication
Parties”: |
|
The entities name below on the
signature pages |
|
|
|
|
|
|
| Execution
Date: |
|
May 1, 2008 |
Recitals:
A. CoBank, in its capacity as
Administrative Agent (“ Administrative Agent ”)
and as a Syndication Party, the Syndication Parties signatory
thereto (collectively with any Persons who have become or who
become Syndication Parties, “ Syndication Parties
”), and Borrower have entered into that certain Credit
Agreement (364-Day Revolving Loan) dated as of February 14,
2008 (as amended, and as further amended, modified, or supplemented
from time to time, the “ Credit Agreement ”),
pursuant to which the Syndication Parties have extended certain
credit facilities to Borrower under the terms and conditions set
forth in the Credit Agreement.
B. Borrower has requested that
the Agent and the Syndication Parties amend certain terms of the
Credit Agreement, which the Agent and the Syndication Parties are
willing to do under the terms and conditions as set forth in this
First Amendment to Credit Agreement (“First
Amendment”).
Agreement :
Now, therefore, in consideration of
the mutual covenants and agreements herein contained and other good
and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto hereby agree as
follows:
1. Amendments to Credit
Agreement . The Credit Agreement is amended as of the Effective
Date as follows:
1.1
Section 8.18 is amended in its entirety to read as
follows:
8.18
Trademarks, Trade Names, 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. 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.
2. Conditions to
Effectiveness of this First Amendment. The effectiveness of
this First Amendment is subject to satisfaction, in the
Administrative Agent’s sole discretion, of each of the
following conditions precedent (the date on which all such
conditions precedent are so satisfied (except those that may be
satisfied at a later date) shall be the “ Effective
Date ”):
2.1 Delivery of Executed Loan
Documents. Borrower and the Required Lenders shall have
delivered to the Administrative Agent, for the benefit of, and for
delivery to, the Administrative Agent and the Syndication
Parties
