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AMENDMENT No. 1
TO
NOTE PURCHASE AND PRIVATE SHELF AGREEMENT
THIS AMENDMENT No. 1 TO NOTE
PURCHASE AND PRIVATE SHELF AGREEMENT dated as of April 9, 2007
(this "Amendment") is made to the Note Purchase and Private Shelf
Agreement dated as of April 13, 2004 (the "Note Agreement") among
CHS Inc. (formerly known as Cenex Harvest States Cooperatives), a
nonstock agricultural cooperative organized under the laws of the
State of Minnesota (the "Company") and Prudential Investment
Management, Inc., ("PIM"), The Prudential Insurance Company of
America, ING Life Insurance and Annuity Company, United of Omaha
Life Insurance Company, Reliastar Life Insurance Company, Mutual of
Omaha Insurance Company and each Prudential Affiliate which becomes
party thereto in accordance with the terms of such agreement
(jointly the "Purchasers"). This Amendment shall be effective as of
the time determined in accordance with in Section 6 below.
WHEREAS, the Company has requested
that the holders of the Notes agree to certain amendments to the
Note Agreement as set forth below; and
WHEREAS, the Company and holders
of the Notes signing this Amendment desire to amend the Note
Agreement as set forth below.
NOW, THEREFORE, for good and
valuable consideration, the receipt of which is hereby
acknowledged, including the mutual promises and agreements
contained herein, the parties hereto hereby agree as follows:
1. Definitions. Capitalized terms used herein
without definition shall have the definition given to them in the
Note Agreement if defined therein.
2. Facility Amount. The cover page of the Note Agreement
and paragraph 1B of the Note Agreement are each amended to delete
the amount "$70,000,000" appearing therein and to substitute
therefore the amount "$150,000,000".
3. Amendment to Paragraph 2B(2).
Paragraph 2B(2) of the Note Agreement is amended to delete in
its entirety clause (i) thereof and to substitute therefore
the following: "(i) February 27, 2007, and".
4. Uncommitted Facility. The Company and PIM expressly
agree and acknowledge that as of the date hereof the Available
Facility Amount is $150,000,000. NOTWITHSTANDING THE FOREGOING,
THIS AMENDMENT AND THE AGREEMENT HAVE BEEN ENTERED INTO ON
THE EXPRESS UNDERSTANDING THAT NEITHER PRUDENTIAL NOR ANY
PRUDENTIAL AFFILIATE SHALL BE OBLIGED TO MAKE OR ACCEPT OFFERS TO
PURCHASE SHELF NOTES, OR TO QUOTE RATES, SPREADS OR OTHER TERMS
WITH RESPECT TO SPECIFIC PURCHASES OF SHELF NOTES, AND THE FACILITY
SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY PRUDENTIAL OR ANY
PRUDENTIAL AFFILIATE.
5. Company Represe
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