Exhibit 10.3
FIRST AMENDMENT TO CREDIT AGREEMENT
Parties:
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“CoBank”: |
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CoBank, ACB |
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5500 South Quebec Street |
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Greenwood Village, Colorado
80111 |
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“Borrower”: |
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CHS Inc. |
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5500 Cenex Drive |
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Inver Grove Heights, Minnesota
55077 |
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“Syndication
Parties”: |
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The entities name below on the
signature pages |
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| Execution
Date: |
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May 1, 2008 |
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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 (10 Year Term Loan) dated as of December 12, 2007
(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 7.18 is amended in
its entirety to read as follows:
7.18
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 a
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