AMENDED AND RESTATED LOAN ORIGINATION AND PARTICIPATION AGREEMENT

A.

Cofina has organized an agricultural production and processing financing program to provide financing to farmers and agricultural producers for agricultural production or processing (the "Program").

B.

The parties hereto wish to enter into a transaction whereby Cofina will originate and participate to ProPartners certain loans under the Program based on the terms and conditions of the Farm Credit Act of 1971, as amended, the regulations of the Farm Credit Administration, this Agreement, the Loan Underwriting Criteria and the policies, requirements and procedures of ProPartners, all as amended from time to time subject to the terms hereof (each, a "Loan" and collectively, the "Loans").

C.

The Loans will be made in the name of Cofina and ProPartners will purchase a 100%participation interest in the Loans as provided herein.

D.

ProPartners, Cofina and CHS are parties to a Loan Origination and Participation Agreement dated as of April 1, 2006 (the "Prior Agreement").

E.

ProPartners previously purchased a 100% participation interest in the loans referenced under the Prior Agreement (the "Existing Loans").

F.

The parties agree that ProPartners’ participation interest in the Existing Loans will be governed by the terms of this Agreement and that this Agreement will amend and restate the Prior Agreement in its entirety.

G.

To induce ProPartners to purchase participation interests in the Loans, CHS and Cofina have agreed to provide ProPartners with certain guarantees in accordance with the terns of this Agreement.

1.01

"Borrower" means collectively with respect to a Participated Luan, each and every. Person signing, making or co-making, endorsing, guaranteeing or acting as surety on such Participated Loan (other than CHS and Cofina).

1.02

"CHS 15% Recourse Loans" means, collectively, all of the Existing Loans that were placed in the CHS 15% Recourse Pool under the Prior Agreement and are subject to CHS’ guarantee pursuant to Article V hereof, subject to the limitations described in Section 5.01(b).

1.03

"CHS 15% Recourse Pool" has the meaning given in Section 3.04.

1.04

"Commitment" means with respect to a Borrower, the aggregate principal amount of any funds Cofina is committed to advance to any Borrower under a Participated Loan (without prejudice to normal conditions to any such advance), computed without reduction for any advances theretofore made which are outstanding but which in fact reduces the level of future borrowings thereunder. If there shall be more than one Borrower with respect to a Participated Loan, for purposes hereof Cofina shall be deemed to have made a Commitment to each such Borrower with respect to 100% of the aggregate principal amount of any funds with respect to which such Commitment relates.

1.05

"Cooperative Guarantee" means the written agreement by a cooperative affiliate of Cofina to guarantee the payment of certain Participated Loans under such terms and documents that are approved by ProPartners, including, without limitation, the terms and documents governing the assignment of all rights and interests under such Cooperative Guarantee from Cofina to ProPartners.

1.06

"Default" means with respect to any Participated Loan, any event or circumstances which under its Loan Documents permits the indebtedness evidenced thereby to be accelerated, collateral to be foreclosed upon or other remedies taken.

1.07

"Defaulted Loan" has the meaning given in Section 2.02.

1.08

"Event of Default" shall have the meaning given in Article VII hereof.

1.09

"Existing Loans" has the meaning given in the Recitals to this Agreement.

1.10

"15% Recourse Loans" means, collectively, all of the Participated Loans that are placed in the 15% Recourse Pool and are subject to Cofina’s guarantee pursuant to Article V hereof, subject to the limitations described in Section 5.02(c).

1.11

"15% Recourse Pool" has the meaning given in Section 3.04.

1.12

"50%, Recourse Loans" means, collectively, all of the Participated Loans that are placed in the 50% Recourse Pool and are subject to CHS’ guarantee pursuant to Article V hereof, subject to the limitations described in Section 5.01(b).

1.13

"50% Recourse Pool" has the meaning given in Section 3.04.

1.14

"5% Recourse Loans" means, collectively, all of the Participated Loans that are placed in the 5% Recourse Pool and are subject to Cofina’s guarantee pursuant to Article V hereof, subject to the limitations described in Section 5.02(a).

1.15

"5% Recourse Pool" has the meaning given in Section 3.04.

1.16

"Full Recourse Loans" mean, collectively, all of the Participated Loans that are placed in the Full Recourse Pool and are subject to CHS’ guarantee pursuant to Article V hereof.

1.17

"Full Recourse Pool" has the meaning given in Section 3.04.

1.18

"GAAP" means generally accepted accounting principles in the United States in effect from time to time, consistently applied.

1.19

"Jumbo Loan" means with respect to each Loan, a Loan which if it became a Participated Loan would, alone or in combination with any other Participated Loan(s) of the same type under which Commitments then exist in favor of the same Borrower, evidence an aggregate total Commitment in relation to all such Participated Loans in excess of $250,000. Borrowers with common management and/or ownership shall be considered a single Borrower for purposes of determining whether one or more Participated Loans collectively evidence a Jumbo Loan.

1.20

"Loan" has the meaning given in the Recitals to this Agreement.

1.21

"Loan Approval" shall have the meaning given in Section 2.01.

1.22

"Loan Documents" include, but are not limited to, a promissory note, all related loan agreements, amendments to such promissory note or loan agreements, financing statements, security agreements, mortgages, trust deeds, guaranties or other security documents which evidence any Borrower’s obligations to Cofina in relation to a Participated Loan or Commitment to such Borrower.

1.23

"Loan Underwriting Criteria" means the Underwriting Standards set forth on the attached Exhibit A , as amended from time to time upon the mutual agreement of ProPartners and Cofina.

1.24

"Near Default" means with respect to any Participated Loan any event or circumstances which with the passage of time, the giving of notice or both would be a Default.

1.25

"Net Realizable Value" means, with respect to any collateral securing a Participated Loan, the fair market value of such collateral less, as applicable, any (i) prior liens. (ii) reasonable foreclosure or liquidation expenses and (iii) distressed sale discounts.

1.26

"Participants" shall have the meaning given in Section 10.02.

1.27

"Participated Loan(s)" shall have the meaning given in Section 2.01.

1.28

"Participation Interest" shall have the meaning given in Section 2.01.

1.29

"Payments" shall mean, with respect to any Participated loan, all funds received under such Participated Loan, including, without limitation, principal and interest payments, prepayments received from a Borrower or proceeds received from the disposition of collateral securing such Participated Loan.

1.30

"Person" shall mean an individual, corporation, partnership, association, joint venture, limited liability company, government (or any agency or political subdivision thereof), unincorporated organization, trust or other entity, including, without limitation, an employee pension, profit sharing or other benefit plan or trust.

1.31

"Prime Rate" means, as of the date of determination, the rate of interest per annum most recently published in the Midwest Edition of The Wall Street Journal as the "prime" rate.

1.32

"Program" has the meaning given in the Recitals to this Agreement.

1.33

"Repurchase Option" shall have the meaning given in Section 3.07.

1.34

"10% Recourse Loans" means, collectively, all of the Participated Loans that are placed in the 10% Recourse Pool and are subject to Cofina’s guarantee pursuant to Article V hereof, subject to the limitations described in Section 5.02(b).

1.35

"10% Recourse Pool" has the meaning given in Section 3.04.

1.36

"Term" has the meaning given in Section 11.01.

1.37

"Total Capital" means, at any date, the amount of Cofina’s "total capital" as determined in accordance with GAAP and including the carrying value of Cofina’s equity ownership in Cofina Funding, LLC.

1.38

"Trademark" means the Cofina Country Business Partners Program (whether or not registered).

1.39

"Underwriting Fee" has the meaning given in Section 2.11.

2.01

Cofina shall originate the Loans to Borrowers in accordance with the Loan Underwriting Criteria, the proceeds of which will be used to finance the Borrowers’ agricultural production or processing activities in accordance with the terms designated by ProPartners in the applicable Loan Approval ("Loan Approval"). ProPartners shall use commercially reasonable efforts to promptly notify Cofina in writing of its approval or declination of a Loan; provided, however, that any approval pertaining to a Jumbo Loan shall require the written consent of Cofina. ProPartners shall purchase a 100% participation interest from Cofina (a "Participation Interest"), as provided in Section 3.01, in each Loan made by Cofina in accordance with the terms of the applicable Loan Approval (including the Existing Loans, each, a "Participated Loan" and collectively, the "Participated Loans").

2.02

Until such time that a Participated Loan has been subject to a Default for 30 consecutive days (a "Defaulted Loan"), ProPartners shall be responsible for all servicing activities associated with the Participated Loans, including the exclusive right to pursue servicing or collection activities with regard to the Participated Loans; provided that Cofina shall work with the agricultural producers and processors who are Borrowers to provide substantial information gathering, initial loan analysis and on-going loan servicing. In the case of each Defaulted Loan, unless Cofina exercises its Repurchase Option, as described in Section 3.07, with respect to such Defaulted Loan, ProPartners shall work with Cofina to take such actions as they agree are appropriate with respect to such Defaulted Loan, including acceleration of the indebtedness evidenced thereby, refusing to make additional advances, foreclosing upon collateral, initiating litigation and agreeing to settlements and taking all other remedial actions, and Cofina hereby agrees to pay to ProPartners the costs of such specialized collection activities involving such Defaulted Loan pursuant to a fee schedule provided by ProPartners to Cofina from time to time; provided, however, that if ProPartners and Cofina do not agree on a plan of action with respect to a Defaulted Loan, then ProPartners shall take such actions as it determines are appropriate, subject to Cofina’s right to exercise its Repurchase Option.

2.03

The Loan Documents required by ProPartners with respect to each Participated Loan shall be prepared by ProPartners and delivered to the applicable cooperative affiliate for execution by the Borrower. Each Loan shall be made in the name of Cofina. ProPartners shall maintain possession of all originals of the Loan Documents and any related materials.

2.04

At ProPartners’ direction, Cofina shall use commercially reasonable efforts to cause Cofina’s cooperative affiliates to perform such tasks as are reasonably requested by ProPartners in connection with its servicing of the Loans, including, but not limited to, periodically visiting a Borrower’s place of business to inspect the collateral and records.

2.05

ProPartners shall receive directly from the Borrower at an address and/or account designated by ProPartners all Payments related to the Participated Loans. All Payments received by Cofina from Borrowers in connection with the Participated Loans shall be held in trust for ProPartners until paid over to ProPartners.

2.06

Cofina hereby grants to ProPartners a terminable, nonexclusive, nontransferable license to use the Trademark in connection with its relationship to the Program, including its loan servicing activities associated with the Participated Loans, e.g., servicing or collection activities with regard to the Participated Loans, and in the event a Default exists under a Participated Loan, taking such action as it determines appropriate by reason thereof, all in accordance with the terms and provisions of this Agreement and consistent with Cofina’s standards, rules, and procedures communicated to ProPartners in writing from time to time. ProPartners acknowledges and agrees that Cofina is the sole and exclusive owner of the Trademark and will not do anything inconsistent with such ownership or directly or indirectly challenge or impair the validity thereof ProPartners shall only use the Trademark in connection with the Program. ProPartners agrees that it will not attack the title of Cofina to the Trademark, or the validity of any application for registration thereof, in any jurisdiction. ProPartners may use the Trademark provided such use strictly abides

by the terns of this Agreement and is subject to the quality control of Cofina, and shall comply at all times with the current standards of use provided to ProPartners by Cofina in writing. Any violation of this Section 2.06 by ProPartners shall constitute an Event of Default under this Agreement if ProPartners receives written notice of such violation and such violation is not cured within 30 days of such written notice.

2.07

ProPartners shall perform and maintain all the accounting and reporting tasks associated with the Borrowers and the Participated Loan activities noted within this Agreement. ProPartners will maintain accounting information in accordance with GAAP and provide financial reports for specified periods, both noted and agreed to under Exhibit B of this Agreement. In addition, ProPartners shall maintain and monitor accounting systems and internal controls sufficient to adequately provide accurate and timely information and safeguard the assets and information related to the activities within this Agreement. As partial response to ProPartners monitoring of their internal control system, ProPartners will provide to Cofina any available SAS 70 Type II reports or other reports used to evaluate and test their internal control systems contracted for by ProPartners or their assigned servicing agent(s). ProPartners shall account for the Participated Loan pool placement and related accrual interest, shall apply all funds received to the appropriate purchase pools and shall provide notice to Cofina of all such actions in accordance with the terms of this Agreement. Cofina shall have the right, at its own expense and upon prior written notice to ProPartners, to audit ProPartners’ accounting and associated documents in connection with the Participated Loans and may audit or review any associated services or activities performed by ProPartners, provided that such audit is performed during reasonable business hours and in a manner that is not significantly disruptive of ProPartners’ business.

2.08

Cofina and ProPartners agree that there shall be timely and thorough communication of pertinent general and credit information between the parties and cooperation between each party’s personnel with respect to the terms of this Agreement. This includes, without limitation, furnishing and exchanging pertinent correspondence, memoranda, quarterly Borrower status reports and loan servicing documentation (such as periodic balance sheets, operating statements, audit reports (if available) and collateral position reports) relating to a Borrower.

2.09

This Agreement shall not be deemed to appoint either Cofina or ProPartners as agent of the other, except as ProPartners may be deemed the agent of Cofina for administering, servicing and collecting under the Participated Loans. This Agreement shall not be construed to create a partnership, joint venture or any like arrangement between Cofina and ProPartners.

2.10

In consideration for the origination and servicing activities performed by ProPartners tinder the terms of this Agreement, at all times during the Term, Cofina shall pay to ProPartners a monthly underwriting fee equal to the sum of $25,000 plus $45 for each Participated Loan that is outstanding as of the last day of the previous month ("Underwriting Fee"). All Underwriting Fees shall be payable no later than close of business on the tenth day following the end of each month. The parties agree to review the terns of the Underwriting Fee after one year.

2.11

All of Cofina’s agricultural producer, processor, and other customer data, and any other agricultural producer, processor, and other customer data obtained pursuant to this Agreement shall be owned by Cofina and shall not be used by ProPartners for any purpose other than fulfilling the requirements of this Agreement.

3.01

ProPartners shall purchase a participation interest in all of the Loans equal to 100% of the indebtedness under each Loan as approved and issued in accordance herewith; provided, however, that the aggregate principal amount of all such Participated Loans shall not exceed $120,000,000, of which the aggregate principal amount of the Participated Loans contained in the 50% Recourse Pool and the Full Recourse Pool cannot exceed $60,000,000. ProPartners’ obligation to purchase a Participation Interest in a Loan is conditioned upon such Loan meeting the following requirements:

(a)

Such Loan is subject to the guarantee of CHS or Cofina pursuant to Article V hereof or to a Cooperative Guarantee, as designated by ProPartners in the applicable Loan Approval;

(b)

In the case of a Loan designated by ProPartners in the applicable Loan Approval for placement in the Full Recourse Pool or the 50% Recourse Pool, CHS has provided its written consent to such placement; and

(c)

In the case of a Loan designated by ProPartners in the applicable Loan Approval to be subject to a Cooperative Guarantee, such cooperative affiliate of Cofina has executed such documentation as requested by ProPartners evidencing the Cooperative Guarantee.

ProPartners shall be deemed to have purchased a Participation Interest in a Loan only after such Loan has been approved by ProPartners in accordance with Section 2.01 and made under such terms and conditions as ProPartners has specified in the applicable Loan Approval. ProPartners shall have no obligation to purchase a Loan if the documentation for such Loan was not prepared and administered by ProPartners pursuant to this Agreement. After ProPartners’ purchase of a Participation Interest in a Loan hereunder, ProPartners shall fund all advances under such Participated Loan in accordance with the terms and provisions of such Participated Loan and the related Loan Documents.

3.02

Subject to the terms and provisions of this Agreement, Cofina hereby grants to ProPartners a power of attorney to exercise in accordance kith the terms of this Agreement, to the exclusion of Cofina, all of the rights of Cofina under each Participated Loan, including, but not limited to, the right (1) to perform all loan origination, servicing, administration and collection actions with respect to the Participated Loans, including, without limitation, those actions specified in Article 11. (ii) to exercise any power or authority granted to Cofina pursuant to the Loan Documents, (iii) to endorse and cash checks and other instruments made payable to Cot-ma with respect to Payments under the Participated Loans. (iv) to execute all Loan Documents related to the Participated Loans

3.03

Each Participated Loan will be placed into one of six purchase pools in accordance with the Loan Underwriting Criteria and the terms of this Agreement. The six purchase pools shall be grouped as follows: (i) 5% Recourse Loans (the "5% Recourse Pool"); (ii) 10% Recourse Loans (the "10% Recourse Pool"); (iii) 15% Recourse Loans (the "15% Recourse Pool"); (iv) 50% Recourse Loans (the "50% Recourse Pool"); (v) Full Recourse Loans (the "Full Recourse Pool") and (vi) CHS 15% Recourse Loans (the "CHS 15% Recourse Pool"). ProPartners and Cofina may also agree that certain Participated Loans that are not placed in one of the six above-referenced pools be instead subject to a Cooperative Guarantee. All of the Existing Loans will be placed in either the 15% Recourse Pool or the CHS 15% Recourse Pool unless (a) CHS has consented in writing to the placement of an Existing Loan in the Full Recourse Pool, (b) CHS and ProPartners have consented in writing to the placement of an Existing Loan in the 50% Recourse Pool or (c) ProPartners has consented in writing that an Existing Loan be subject to a Cooperative Guarantee. All Participated Loans originated after the date of this Agreement will be placed in either the 5% Recourse Pool, the 10% Recourse Pool or the 15% Recourse Pool unless (y) CHS has consented in writing to the placement of a Participated Loan in the 50% Recourse Pool or the Full Recourse Pool or (z) the Loan Approval for such Participated Loan provides that the Participated Loan will be subject to a Cooperative Guarantee. Each Existing Loan contained in the CHS 15% Recourse Pool that is renewed or extended past such Existing Loan’s current maturity date will be transferred from the CHS 15% Recourse Pool to another pool or become subject to a Cooperative Guarantee, in accordance with the applicable Loan Approval.

3.04

ProPartners’ portion of the interest collected with respect to each Participated Loan shall be equal to the following: (i) the Prime Rate less 185 basis points for each Participated Loan placed in the 5% Recourse Pool; (ii) the Prime Rate less 165 basis points for each Participated Loan placed in the 10% Recourse Pool; (iii) the Prime Rate less 115 basis points for each Participated Loan placed in the 15% Recourse Pool or the CHS 15% Recourse Pool; (iv) the Prime Rate less 165 basis points for each Participated Loan placed in the 50% Recourse Pool or the Full Recourse Pool; and (v) the Prime Rate less 165 basis points for each Participated Loan that is subject to a Cooperative Guarantee (the "Retained Interest"); provided, however, that any Participated Loan that is a fixed-rate loan shall bear interest at such fixed rate of interest and at such Retained Interest as agreed by the parties on a case by case basis. Cofina shall not reduce or lower the interest rate or interest rate parameters on a Participated Loan without the prior written consent of ProPartners. All interest collected in each [month], less the Retained Interest, shall be paid to Cofina by ProPartners no later than the tenth day following the end of each [month].

3.05

The Participated Loans III ay he Secured by it perfected III-St priority’ Security interest in acceptable collateral with Net Realizable Value sufficient to repay the obligations under such Participated Loans. As security for the payment and performance of all the Participated Loans, Cofina hereby assigns to ProPartners any and all security interests and other liens obtained by Cofina as collateral securing the Participated Loans, and as and when requested in writing by ProPartners, shall promptly file such UCC-3 financing statements or other forms as ProPartners shall request evidencing such assignment.

3.06

If ProPartners at any time holds a Participation Interest in a Participated Loan of a Borrower and Cofina extends additional credit to the same Borrower, Cofina agrees to offer ProPartners the opportunity to purchase a Participation Interest in such Loan in accordance with the terms of this Agreement. Borrowers with common management and/or ownership shall be considered a single Borrower for purposes of the foregoing.

3.07

Cofina shall have the option to repurchase ProPartners’ Participation Interest in a Participated Loan if (i) such Participated Loan is a Defaulted Loan or (ii) ProPartners determines that it will not consent to the renewal or extension of such Participated Loan for a subsequent term or that ProPartners will only consent to the renewal or extension of such Participated Loan hereunder at a lower classification or under less favorable economic terms (in each case, a "Repurchase Option"); provided, however, that Cofina’s exercise of a Repurchase Option shall not he considered a payment under the guarantee obligations of either CHS or Cofina pursuant to Article V. The Repurchase Option shall be exercisable with respect to (i) above, during the 30-day period following notification by ProPartners to Cofina that a Participated Loan has become a Defaulted Loan, and with respect to (ii) above, during the 30-day period following notification by ProPartners to Cofina of ProPartners’ determination not to consent to the renewal or extension of a Participated Loan or to consent to such renewal or extension of a Participated Loan only at a lower classification or under less favorable economic terms. In addition to the above, in cases involving Participated Loans that are subject to the guarantee of CHS, if such a Participated Loan is subject to a Default or a Near Default and the parties agree, for a period of up to 60 days, to comply with a collection plan regarding the collection of and remedies under such Participated Loan (subject to ProPartners’ right to discontinue such collection efforts and demand payment of CHS’ guaranty prior to the end of such 60-day period if the parties mutually agree or if ProPartners determines in good faith that a delay is likely to have a material adverse effect on ProPartners), CHS shall have the right to purchase ProPartners’ Participation Interest in such Participated Loan at any time prior to the end of such 60-day period (also a "Repurchase Option"). With respect to each Repurchase Option exercised by Cofina or CHS, Cofina or CHS, as the case may he, will pay to ProPartners a repurchase price equal to the suns of all outstanding principal, interest and fees then existing under such Participated Loan, plus any other reasonable third party attorney fees or other collection costs incurred by ProPartners with respect to such Participated Loan. Upon ProPartners’ receipt of payment in