Exhibit 10.1
FOURTH 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 |
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 2006 Amended
and Restated Credit Agreement (Revolving Loan) dated as of
May 18, 2006, that certain First Amendment to Credit Agreement
dated as of May 8, 2007, that certain Second Amendment to
Credit Agreement dated as of October 18, 2007, and that
certain Third Amendment to Credit Agreement dated as of
March 5, 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
Fourth Amendment to Credit Agreement (“Fourth
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 9.18 is amended in its entirety to read as
follows:
9.18
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 Fourth Amendment. The effectiveness of
this Fourth 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,
this Fourth Amendment (or their approval thereof, in the case of
Voting Participants), duly executed.
2.2 Representations and
Warranties. The representations and warra
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