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Table of Contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-K
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  For the fiscal year endedAugust 31, 2022
or
 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  For the transition period from          to          

Commission file number: 001-36079
CHS Inc.
(Exact name of registrant as specified in its charter)
Minnesota41-0251095
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)
5500 Cenex Drive
Inver Grove Heights, Minnesota 55077
(Address of principal executive offices, including zip code)

(651) 355-6000
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
8% Cumulative Redeemable Preferred StockCHSCPThe Nasdaq Stock Market LLC
Class B Cumulative Redeemable Preferred Stock, Series 1CHSCOThe Nasdaq Stock Market LLC
Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 2CHSCNThe Nasdaq Stock Market LLC
Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 3CHSCMThe Nasdaq Stock Market LLC
Class B Cumulative Redeemable Preferred Stock, Series 4CHSCLThe Nasdaq Stock Market LLC

Securities registered pursuant to section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes No

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes No

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes No

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).
Yes No

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the Registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. o

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes No

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the Registrant’s most recently completed second fiscal quarter:

The Registrant has no voting or non-voting common equity (the Registrant is a member cooperative).

Indicate the number of shares outstanding of each of the Registrant's classes of common stock, as of the latest practicable date:

The Registrant has no common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE
None.




TABLE OF CONTENTS
  Page
No.
 
[Reserved]
Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
 
 
Signatures



Table of Contents
PART I

ITEM 1.    BUSINESS

THE COMPANY

    CHS Inc. (referred to herein as "CHS," "we," "us" or "our") is the nation's leading integrated agricultural cooperative, providing grain, food, agronomy and energy resources to businesses and consumers on a global basis. As a cooperative, we are owned by farmers and ranchers and member cooperatives (referred to herein as "members") across the United States. We also have preferred shareholders that own shares of our five series of preferred stock, all of which are listed and traded on the Global Select Market of The Nasdaq Stock Market LLC. We buy commodities from and provide products and services to individual agricultural producers, local cooperatives and other companies (including our members and other nonmember customers), both domestically and internationally. We provide a wide variety of products and services, ranging from initial agricultural inputs such as fuels, farm supplies, crop nutrients and crop protection products to agricultural outputs that include grains and oilseeds, processed grains and oilseeds, renewable fuels and food products. A portion of our operations are conducted through equity investments and joint ventures whose operating results are not fully consolidated with our results; rather, a proportionate share of the income or loss from those equity investments and joint ventures is included as a component of our net income using the equity method of accounting. For the year ended August 31, 2022, our total revenues were $47.8 billion and net income attributable to CHS was $1.7 billion.

    We have aligned our segments based on an assessment of how our businesses operate and the products and services they sell. Our Energy segment derives its revenues through refining, wholesaling and retailing of petroleum products. Our Ag segment derives its revenues through origination and marketing of grain, including service activities conducted at export terminals; through wholesale agronomy sales of crop nutrient and crop protection products; from sales of soybean meal, soybean refined oil and soyflour products; through the production and marketing of renewable fuels; and through retail sales of petroleum and agronomy products, processed sunflowers, feed and farm supplies. Our Ag segment also records equity income from our grain export joint venture and other investments. Our Nitrogen Production segment consists of our equity method investment in CF Industries Nitrogen, LLC ("CF Nitrogen"), and allocated expenses. Our other business operations, primarily our financing and hedging businesses, are included in Corporate and Other because of the nature of their products and services, as well as the relative amount of revenues from those businesses. In addition, our nonconsolidated food production and distribution joint venture, Ventura Foods, LLC ("Ventura Foods"), and our nonconsolidated wheat milling joint venture, Ardent Mills, LLC ("Ardent Mills"), are included in Corporate and Other. For the year ended August 31, 2021, our equity method investment in Ventura Foods was reported separately as our Foods segment. Segment results and balances prior to fiscal 2022 have been recast to reflect Ventura Foods as a component of Corporate and Other.

    Our earnings from cooperative business are allocated to members and to a limited extent to nonmembers with which we have agreed to do business on a patronage basis based on the volume of business they do with us. We allocate these earnings to our patrons in the form of patronage refunds, which are also called patronage dividends, and which may be in cash, patrons' equities in the form of capital equity certificates or both. Patrons' equities may be redeemed over time solely at the discretion of our Board of Directors. Earnings derived from nonmembers, which are not treated as patronage, are taxed at federal and state statutory corporate rates and are retained by us as unallocated capital reserves. We also receive patronage refunds from the cooperatives in which we are a member, if those cooperatives have earnings to distribute and if we qualify for patronage refunds from them.

    Our origins date back to the early 1930s with the founding of our predecessor companies, Cenex, Inc., and Harvest States Cooperatives. CHS Inc. emerged as the result of the merger of those two entities in 1998 and is headquartered in Inver Grove Heights, Minnesota.

    Our internet address is www.chsinc.com. The information contained on our website is not part of, and is not incorporated in, this Annual Report on Form 10-K or any other report we file with or furnish to the Securities and Exchange Commission ("SEC").



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Table of Contents
ENERGY
Overview

    We are the nation's largest cooperative energy company based on revenues and identifiable assets, with operations that include petroleum refining and pipelines; supply, marketing and distribution of refined fuels (gasoline, diesel fuel and other energy products); blending, sale and distribution of lubricants; and wholesale supply of propane and other natural gas liquids. Our Energy segment processes crude oil into refined petroleum products at our refineries in Laurel, Montana, and McPherson, Kansas, and sells those products under the Cenex® brand to member cooperatives and other independent retailers through a network of nearly 1,500 sites, the majority of which are convenience stores marketing Cenex-branded fuels and owned by our member cooperatives. For fiscal 2022, our Energy revenues, after elimination of intersegment revenues, were $10.3 billion and were primarily from gasoline, diesel fuel and propane.

Operations

    Laurel refinery. Our Laurel, Montana, refinery processes medium- and high-sulfur crude oil into refined petroleum products that primarily include gasoline, diesel fuel, asphalt and petroleum coke. Our Laurel refinery sources approximately 93% of its crude oil supply from Canada, with the remaining balance obtained from domestic sources, and we have access to Canadian and northwest Montana crude oil through our wholly-owned Front Range Pipeline, LLC, and other common carrier pipelines. Our Laurel refinery also has access to Wyoming crude oil via common carrier pipelines from the south.

    Our Laurel refinery processes approximately 63,000 barrels of crude oil per day to produce refined products that consist of approximately 39% gasoline, 42% diesel fuel and other distillates, 10% asphalt, 6% petroleum coke and 3% other products. Refined fuels produced at our Laurel refinery are available via railcars and via the Yellowstone Pipeline to western Montana terminals and to Spokane, Washington; south via common carrier pipelines to Wyoming terminals and Denver, Colorado; and east via our wholly-owned Cenex Pipeline, LLC, to Glendive, Montana, and to Minot, Prosper and Fargo, North Dakota.

    McPherson refinery. Our McPherson, Kansas, refinery processes approximately 60% low- and medium-sulfur crude oil and approximately 40% heavy-sulfur crude oil into gasoline, diesel fuel and other distillates, petroleum coke and other products. The refinery sources its crude oil through its own pipelines, as well as through joint venture and common carrier pipelines. Low- and medium-sulfur crude oil is sourced from Kansas, Colorado, North Dakota, Oklahoma and Texas, and heavy-sulfur crude oil is sourced from Canada and Wyoming.

    Our McPherson refinery processes approximately 114,000 barrels of crude oil per day to produce refined products that consist of approximately 50% gasoline, 43% diesel fuel and other distillates, 5% petroleum coke and 2% other products. These products are loaded into trucks at the McPherson refinery or shipped via common carrier pipelines to other markets.

Other energy operations. We operate six propane terminals, four asphalt terminals, seven refined product terminals and three lubricants blending and packaging facilities. We also own and lease a fleet of liquid and pressure trailers and tractors, which transport refined fuels, propane, anhydrous ammonia and other products.

Products and Services

    Our Energy segment produces and sells (primarily wholesale) gasoline, diesel fuel, propane, asphalt, lubricants and other related products, and also provides transportation services. In addition to selling products refined at our Laurel and McPherson refineries, we purchase refined petroleum products from third parties. For fiscal 2022, we obtained approximately 82% of the refined petroleum products we sold from our Laurel and McPherson refineries and approximately 18% from third parties.

Sales and Marketing: Customers

    We market approximately 80% of our refined fuel products to members, with the balance sold to nonmembers. Sales are made wholesale to member cooperatives and through a network of independent retailers that operate convenience stores under the Cenex brand. We sold approximately 1.5 billion gallons of gasoline and approximately 1.7 billion gallons of diesel fuel in fiscal 2022. We also blend, package and wholesale auto and farm equipment lubricants to members and nonmembers. We are one of the nation's largest propane wholesalers based on revenues. Most of the propane sold in rural areas is for heating and agricultural usage. Annual sales volumes of propane vary greatly depending on weather patterns and crop conditions.


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Table of Contents
Industry: Competition

    The petroleum business is highly cyclical. Demand for crude oil and energy products is driven by the condition of local and worldwide economies, local and regional weather patterns and taxation relative to other energy sources, which can significantly affect the price of refined fuel products. Our Energy segment generally experiences higher volumes and revenues in certain operating areas, such as refined products in the spring, summer and early fall when gasoline and diesel fuel usage by our agricultural customers is highest and is subject to domestic supply and demand forces. Other energy products, such as propane, generally experience higher volumes and revenues during the winter heating and crop-drying seasons. More fuel-efficient equipment, reduced crop tillage, depressed prices for crops, weather conditions and government programs that encourage idle acres may all reduce demand for our energy products.

    Regulation. Governmental regulations and policies, particularly in the areas of taxation, energy and the environment, have a significant impact on our Energy segment. Our Energy segment's operations are subject to laws and related regulations and rules designed to protect the environment that are administered by the U.S. Environmental Protection Agency ("EPA"), the U.S. Department of Transportation ("DOT"), the U.S. Department of Transportation Pipeline and Hazardous Materials Safety Administration, the Federal Energy Regulatory Commission and similar government agencies. These laws, regulations and rules govern, among other things, discharge of materials into the environment, including air and water; reporting storage of hazardous wastes and other hazardous materials; transportation, handling and disposal of wastes and other materials; labeling of pesticides and similar substances; and investigation and remediation of the release of hazardous materials. Failure to comply with these laws, regulations and rules could subject us to administrative penalties, injunctive relief, civil remedies and possible product recalls. Our hedging transactions and activities are subject to the rules and regulations of the exchanges we use and to governing bodies, such as the Chicago Mercantile Exchange ("CME"), the New York Mercantile Exchange ("NYMEX") and the U.S. Commodity Futures Trading Commission ("CFTC").

    Competition. The petroleum refining and wholesale fuels business is very competitive. Among our competitors are some of the world's largest integrated petroleum companies, which have their own crude oil supplies and distribution and marketing systems. We also compete with smaller domestic refiners and marketers in the midwestern and northwestern United States, with foreign refiners who import products into the United States and with producers and marketers in other industries supplying other forms of energy and fuels to consumers. Given the commodity nature of the end products, profitability in the industry depends largely on margins, as well as operating efficiency, product mix and costs of product distribution and transportation. The retail gasoline market is highly competitive, with competitors that are much larger than CHS and have greater brand recognition and distribution outlets throughout the country and the world than we do. We also are experiencing increased competition from regional and unbranded retailers. Our owned and nonowned retail outlets are located primarily in the northwestern, midwestern and southern United States.

    We market refined fuel products in five principal geographic areas. The first area includes the Midwest and Northern Plains. Competition at the wholesale level in this area includes major oil companies, as well as independent refiners and wholesale brokers and/or suppliers. This area has a robust spot market and is influenced by the large refinery center along the Gulf Coast.

    To the east of the Midwest and Northern Plains is another unique marketing area. This area centers near Chicago, Illinois, and includes eastern Wisconsin, Illinois and Indiana. In this area, we principally compete with the major oil companies, as well as independent refiners and wholesale brokers and/or suppliers.

    Another market area includes Arkansas, Missouri and the northern part of Texas. Competition in this area includes the major oil companies and independent refiners. This area is principally supplied by the Gulf Coast refinery center and is also driven by a strong spot market that reacts quickly to changes in the international and national supply balance.

    Another geographic area includes Montana, western North Dakota, Wyoming, Utah, Idaho, Colorado and western South Dakota. Competition at the wholesale level in this area includes the major oil companies and independent refiners.

    The last area includes much of Washington and Oregon. We compete with the major oil companies in this area, which is known for volatile prices and an active spot market.

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AG
Overview

    Our Ag segment includes global grain and processing, country operations and wholesale agronomy businesses. These businesses work together to facilitate the production, purchase, sale and eventual use of grain and other agricultural products within the United States, as well as internationally. In fiscal 2022, revenues in our Ag segment were $37.5 billion after elimination of intersegment revenues.

Operations

Global grain and processing. We are the nation's largest cooperative marketer of grain and oilseed based on grain sales. Our global grain marketing operations purchase grain directly from agricultural producers and elevator operators primarily in the midwestern and western United States and indirectly through our country operations business. Purchased grain is typically contracted for sale for future delivery at a specified location, and we are responsible for handling the grain and either arranging for or facilitating its transportation to that location. We own and operate export terminals, river terminals and elevators throughout the United States to handle and transport grain and grain products. We also maintain locations in Europe, the Middle East, the Pacific Rim and South America for marketing, merchandising and/or sourcing grains and crop nutrients. We primarily conduct our global grain marketing operations directly, but do conduct some of our operations through joint ventures, including TEMCO, LLC ("TEMCO"), a 50%-owned joint venture with Cargill, Incorporated ("Cargill"), that focuses on exports, primarily to Asia.

Our processing business includes our oilseed processing and renewable fuels production businesses. Oilseed processing is conducted at facilities that crush approximately 132 million bushels of oilseeds on an annual basis, producing approximately 2.7 million short tons of meal and flour and 1.7 billion pounds of edible and inedible oil annually. We purchase our oilseeds from members, other CHS businesses and third parties that have tightly integrated connections with our global grain marketing operations and country operations business. Our renewable fuels business produces 260 million gallons of fuel-grade ethanol, 70 million pounds of inedible corn oil and 640,000 tons of dried distillers grains with solubles ("DDGS") annually. Renewable fuels produced by our production plants are marketed by our global grain marketing business, along with more than 522 million gallons of ethanol and 3.8 million tons of DDGS annually under marketing agreements with ethanol production plants.

Country operations. Our country operations business operates 379 agri-operations locations through 28 business units dispersed throughout the midwestern and western United States. Most of these locations purchase grain from farmers and sell agronomy, energy, feed and seed products to those same producers and others, although not all locations provide every product and service. We also manufacture animal feed through nine owned plants and three limited liability companies.

Wholesale agronomy. Our wholesale agronomy business includes our wholesale crop nutrients and wholesale crop protection businesses. Our wholesale crop nutrients business delivers products directly to our customers and our country operations business from the manufacturer or through our 11 warehouse terminals and other nonowned storage facilities located throughout the United States. To supplement what is purchased domestically, our Galveston, Texas, deepwater port and terminal receives fertilizer by vessel from origins such as Asia and the Caribbean Basin where significant volumes of urea are produced. The fertilizer is then shipped by rail to destinations within crop-producing regions of the United States. Our wholesale crop protection business operates out of our network of 28 warehouses from which we deliver products directly to our member cooperatives and independent retailers. We also operate a bulk chemical rail terminal in Brooten, Minnesota, where we handle and store bulk crop protection products for some of the crop protection industry's largest chemical manufacturers. This facility has approximately six million gallons of chemical storage capacity.

Products and Services

    Our Ag segment provides local cooperatives and farmers with the inputs and services they need to produce grain and raise livestock. These include seed, crop nutrients, crop protection products, animal feed, animal health products, refined fuels and propane. We also buy and merchandise grain in both domestic and international markets. With a portion of the grain we purchase, we produce renewable fuels, including ethanol and DDGS. We also produce refined oils, meal and soyflour at our processing facilities.

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Sales and Marketing: Customers

    Our Ag segment provides products and services to a wide range of customers, primarily in the United States. These customers include member and nonmember producers, local cooperatives, elevators, grain dealers, grain processors and crop nutrient and crop protection retailers. We sell our edible oils and soyflour to food companies and our inedible oils may be sold to energy companies. The soybean meal we produce is sold to integrated livestock producers and feed mills. The ethanol and DDGS we produce are sold throughout the United States and to various international customers.

Industry: Competition

Many of the business activities in our Ag segment are highly seasonal and, consequently, the operating results for our Ag segment will typically vary throughout the year. For example, our country operations business generally experiences higher volumes and revenues during the fall harvest and spring planting seasons and our agronomy business generally experiences higher volumes and revenues during the spring planting season. In addition, our Ag segment operations may be adversely affected by relative levels of supply and demand, both domestic and international, commodity price levels and transportation costs and conditions. Supply is affected by weather conditions, plant disease, insect damage, acreage planted, wars and civil unrest, and government regulations and policies. Demand may be affected by foreign governments and their programs, relationships of foreign countries with the United States, affluence of foreign countries, wars and civil unrest, currency exchange fluctuations and substitution of commodities. Demand may also be affected by changes in eating habits, population growth, per capita consumption of some products and renewable fuels production levels.

Regulation. Our Ag operations are subject to laws and related regulations and rules designed to protect the environment and that are administered by the EPA, the DOT and similar government agencies. These laws, regulations and rules govern, among other things, discharge of materials into the environment, including air and water; reporting storage of hazardous wastes and other hazardous materials; transportation, handling and disposal of wastes and other materials; labeling of pesticides and similar substances; and investigation and remediation of the release of hazardous materials. In addition, environmental laws impose a liability on owners and operators for investigation and remediation of contaminated property and on a party who sends hazardous materials to those contaminated properties for treatment, storage, disposal or recycling. In some instances, that liability exists regardless of fault. Our global grain and processing and country operations businesses are also subject to laws and related regulations and rules administered by the U.S. Department of Agriculture, the U.S. Food and Drug Administration and other federal, state, local and foreign governmental agencies that govern processing, packaging, storage, distribution, advertising, labeling, and quality and safety of feed and grain products. Failure to comply with these laws, regulations and rules could subject us to administrative penalties, injunctive relief, civil remedies and possible product recalls. The hedging transactions and activities of our global grain and processing and country operations businesses are subject to the rules and regulations of the exchanges we use and to the governing bodies, such as the CME, the Chicago Board of Trade ("CBOT"), the Minneapolis Grain Exchange ("MGEX") and the CFTC.

Competition. In our Ag segment, we have significant competition in the businesses in which we operate based principally on price, services, quality, patronage and alternative products. Our businesses depend on relationships with local cooperatives and private retailers, proximity to customers and producers, competitive pricing and safety of food, feed and grain products. We compete with other large distributors of agricultural products, as well as other regional or local distributors, local cooperatives, retailers and manufacturers.

NITROGEN PRODUCTION
Overview
    
    Our Nitrogen Production segment consists of our approximate 8% membership interest (based on product tons) in CF Nitrogen, our strategic venture with CF Industries Holdings, Inc. ("CF Industries"), and allocated expenses. In connection with our investment in CF Nitrogen, we entered into a supply agreement with CF Nitrogen that entitles us to purchase up to 1.1 million tons of granular urea and 580,000 tons of urea ammonium nitrate ("UAN") annually for ratable delivery through fiscal 2096. We account for our CF Nitrogen investment using the hypothetical liquidation at book value method. On August 31, 2022, our investment was approximately $2.6 billion. See Note 6, Investments, of the notes to the consolidated financial statements that are included in this Annual Report on Form 10-K for additional information.

Our investment in CF Nitrogen positions us and our members for long-term, dependable fertilizer supply, supply chain efficiency and production economics. In addition, the ability to source products from CF Nitrogen production facilities under our supply agreement benefits our members and customers through strategically positioned access to essential fertilizer products.

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Operations

CF Nitrogen has six production facilities located in Donaldsonville, Louisiana; Port Neal, Iowa; Medicine Hat, Alberta, Canada; Yazoo City, Mississippi; and Woodward and Verdigris, Oklahoma. Natural gas is the principal raw material and primary fuel source used in the ammonia production process. CF Nitrogen has access to competitively priced natural gas through a reliable network of pipelines connected to major natural gas trading hubs near its production facilities.

Products and Services

CF Nitrogen produces nitrogen-based products, including methanol, UAN, urea and related products.

Sales and Marketing: Customers

    CF Nitrogen has three customers, including CHS and two consolidated subsidiaries of CF Industries.

Industry: Competition

Regulation. CF Nitrogen is subject to laws and related regulations and rules designed to protect the environment that are administered by the EPA and similar government agencies. These laws, regulations and rules govern, among other things, discharge of materials into the environment, including air and water; reporting storage of hazardous wastes and other hazardous materials; handling and disposal of wastes and other materials; and investigation and remediation of the release of hazardous materials. In addition, environmental laws impose a liability on owners and operators for investigation and remediation of contaminated property and on a party that sends hazardous materials to those contaminated properties for treatment, storage, disposal or recycling. In some instances, that liability exists regardless of fault.

Competition. CF Nitrogen competes primarily on delivered price and, to a lesser extent, on customer service and product quality. CF Nitrogen competes domestically with a variety of large companies in the fertilizer industry. There is also significant competition from products sourced from other regions of the world.

CORPORATE AND OTHER

CHS Capital. Our wholly-owned financing subsidiary, CHS Capital, LLC ("CHS Capital"), provides member cooperatives with a variety of loans that meet commercial agriculture needs. These loans include operating, term, revolving and other short- and long-term options. CHS Capital also provides loans to individual producers for crop inputs, feed and hedging-related margin calls. Producer operating loans are also offered in strategic geographic regions.

CHS Hedging. Our wholly-owned commodity brokerage subsidiary, CHS Hedging, LLC ("CHS Hedging"), is a registered, CFTC-regulated futures commission merchant ("FCM") and a clearing member of the CBOT, CME, NYMEX and MGEX. CHS Hedging provides consulting services and commodity risk management services primarily in the grains, oilseeds, fertilizer, livestock, dairy and energy markets. CHS Hedging is also the FCM for the majority of our commodity futures trading.

Foods. Ventura Foods is a joint venture between CHS and Mitsui & Co., with each company owning a 50% interest. Ventura Foods produces and distributes edible oil-based products. We account for our investment in Ventura Foods using the equity method of accounting, and the investment balance was equal to $410.1 million on August 31, 2022. See Note 6, Investments, of the notes to the consolidated financial statements that are included in this Annual Report on Form 10-K for additional information.

Wheat milling. Ardent Mills, the largest flour miller in the United States, is a joint venture with CHS, Cargill and Conagra Brands, Inc. ("Conagra"). In connection with the Ardent Mills joint venture, CHS, Cargill and Conagra have various ancillary and noncompete agreements including, among other things, an agreement for us to supply Ardent Mills with certain wheat and durum products. We hold a 12% interest in Ardent Mills and account for our investment as an equity method investment due to our ability to exercise significant influence by appointing a member of the Board of Shareholders and Board of Managers of Ardent Mills. On August 31, 2022, our investment in Ardent Mills was $250.9 million. See Note 6, Investments, of the notes to the consolidated financial statements that are included in this Annual Report on Form 10-K for additional information.




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HUMAN CAPITAL RESOURCES

Our human capital resources objectives include identifying, attracting, retaining, developing, incentivizing and onboarding our current and new employees. We monitor our progress toward these objectives by measuring human capital metrics such as engagement, total and regrettable turnover, hiring statistics and overall cost of human resources delivery. In addition to these objectives, we also promote a culture focused on diversity and inclusion, provide learning and development opportunities, maintain the health and safety of our employees, encourage community involvement and offer competitive pay and benefits. Additional information regarding our employee population and human capital strategies is described below.

Employee population. On August 31, 2022, we had 10,014 full-time, part-time, temporary and seasonal employees, primarily in the United States. Of that total, 2,486 were employed in our Energy segment, 6,314 were employed in our Ag segment and 1,214 were employed in Corporate and Other. In addition to those individuals directly employed by us, many individuals work for or support our joint ventures, including CF Nitrogen in our Nitrogen Production segment and Ventura Foods and Ardent Mills in our Corporate and Other category, and are not included in these totals. As of August 31, 2022, we had 12 collective bargaining agreements with unions covering approximately 9% of our employees in the United States, with collective bargaining agreements expiring on various dates through August 31, 2026. We believe that our relations with our employees are strong. We value our employees and believe that employee passion for our work and employee engagement are key elements of our operating performance.

Diversity and inclusion. The CHS value of inclusion helps us strive to create a work environment where excellence and growth stem from diverse thinking. Our goal is to foster a workplace where diverse thinking, voices and backgrounds yield better employee experiences, business performance and business outcomes. In addition to working on modeling inclusive behaviors that positively impact our communities, with the assistance of external experts, we developed and launched an enterprisewide three-year strategic plan during fiscal 2021 for improving inclusion and diversity at CHS. We continue to sponsor and support employee resource groups made up of individuals who join together as allies and advocates to promote diversity and inclusion, while providing our employees from across the country the opportunity to strengthen relationships, learn through educational and networking opportunities that focus on development, help local communities and engage with people across CHS. These employee resource groups include Harvest Pride, which promotes a safe, connected and empowered LGBTQA+ community across CHS; Mozaiko, which promotes ethnic diversity and inclusion at CHS while creating an inclusive environment for all employees; VERG, which provides support, camaraderie and resources for employees formerly or currently serving in the military; Women in Leadership, which supports women in the workplace who are excited and energized to grow personally and professionally; and CultivateHER, a cohort within Women in Leadership, which supports women across our Ag segment.

Learning and development. We are committed to investing in our employees to help them grow and achieve their career goals. In addition to regular performance evaluations and annual development plans that provide employees with feedback and growth opportunities, employees at CHS have access to a variety of learning tools and other opportunities for growth. These tools and opportunities include access to thousands of on-demand learning modules; various internal and external trainings that cover continuous improvement, public speaking, financial and accounting topics and other topics; tuition and professional certification reimbursement; as well as other opportunities focused on developing the future leaders of CHS.

Health and safety. Safety is one of our core values. We put the well-being of our employees, customers and communities first every day. At CHS, safety isn’t just about following the rules, it is about doing things the right way and remembering that no job is so critical that it warrants safety risks. In addition to defined safety programs designed specifically for individual facilities with operational hazards such as grain, feed, seed, agronomy, petroleum, warehouses and retail stores, we also provide certain employee groups with additional training opportunities such as a defensive driving program. Beyond developing defined safety programs and training opportunities, we also monitor our incident rates in comparison to previous years and industry averages, as published by the Bureau of Labor Statistics. During fiscal 2022, our Occupational Safety & Health Administration ("OSHA") incident rate was 2.9 incidents per 100 full-time workers, as compared to an average of 3.5 incidents per 100 full-time workers during the three previous years, a reduction of 17%, and our DOT crash rate was in the top 4% of all carriers in our industry segment for the entirety of fiscal 2022.

Community involvement. As a cooperative, we are committed to making a measurable impact in our communities through our giving investments. In addition to our charitable foundation and annual giving campaign, which provide financial support to our communities, eligible employees also receive paid time off to make a difference in our communities through volunteer activities.

Compensation and benefits. We have designed our compensation and benefits programs to attract and retain qualified employees and to motivate employees to optimize member-owner returns and to achieve our long-term strategies. In addition to
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offering competitive compensation that includes annual variable pay linked to our performance, we also offer a wide array of benefits programs that include health insurance and wellness benefits; retirement benefits including a company-matched 401(k) contribution and a pension for qualifying employees; paid time off and family leave; and employee assistance programs, including adoption assistance.

CHS AUTHORIZED CAPITAL

    We are an agricultural membership cooperative organized under Minnesota cooperative law to do business with member and nonmember patrons.

ITEM 1A.    RISK FACTORS

CAUTIONARY STATEMENT FOR PURPOSES OF THE SAFE HARBOR PROVISIONS
OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This Annual Report on Form 10-K contains and our other publicly available documents may contain, and our officers, directors and other representatives may from time to time make, "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as "anticipate," "intend," "plan," "goal," "seek," "believe," "project," "estimate," "expect," "strategy," "future," "likely," "may," "should," "will" and similar references to future periods. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our businesses, financial condition and results of operations, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not place undue reliance on any forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements are discussed or identified in our public filings made with the SEC, including in this "Risk Factors" discussion. Any forward-looking statements made by us in this Annual Report on Form 10-K are based only on information currently available to us and speak only as of the date on which the statement is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise, except as required by applicable law.

Reference to this cautionary statement (the "Cautionary Statement") in the context of a forward-looking statement shall be deemed to be a statement that any one or more of the following factors may cause actual results to differ materially from those indicated in the forward-looking statement.

The following risk factors are in addition to any other cautionary statements, written or oral, which may be made or referred to in connection with any particular forward-looking statement. The following risk factors should not be construed as exhaustive. Additional risks and uncertainties not currently known to us or that we currently view to be immaterial may also materially and adversely affect our business, financial condition or results of operations.

Risks Related to Operating Our Business

Our revenues, results of operations and cash flows could be materially and adversely affected by changes in commodity prices.

Our revenues, results of operations and cash flows are affected by market prices for commodities such as crude oil, natural gas, ethanol, fertilizer, grain, oilseed, flour and crude and refined vegetable oils. Commodity prices generally are affected by a wide range of factors beyond our control, including weather, plant disease, insect damage, drought, availability and adequacy of supply, availability of reliable rail and river transportation networks, industry labor availability, outbreaks of disease, inflation, government regulation and policies, global trade disputes, international conflicts, such as the ongoing war between Russia and Ukraine, and general political and economic conditions. We are also exposed to fluctuating commodity prices as the result of our inventories of commodities, typically grain, fertilizer and petroleum products, and purchase and sale contracts at fixed or partially fixed prices. At any time, our inventory levels and unfulfilled fixed or partially fixed price contract obligations may be substantial. We have processes in place to monitor exposures to these risks and engage in strategies, such as hedging, to manage these risks. If these controls and strategies are not successful in mitigating our exposure to these fluctuations, we could be materially and adversely affected. For example, fluctuations in commodity prices may result in significant noncash losses being incurred on our commodity-based derivatives, which may in turn materially and adversely
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affect our operating results. In addition, changes in market prices for commodities that we purchase without a corresponding change in the selling prices of those products can affect revenues and operating earnings. Similarly, increased or decreased sales volumes without a corresponding change in the purchase and selling prices of those products can affect revenues and operating earnings.

In our energy operations, profitability depends largely on the margin between the cost of crude oil that we refine and the selling prices that we obtain for our refined products. The prices for crude oil and for gasoline, diesel fuel and other refined petroleum products fluctuate widely. Factors influencing these prices, many of which are beyond our control, include:

levels of worldwide and domestic supplies;
capacities of domestic and foreign refineries;
ability of members of the Organization of Petroleum Exporting Countries ("OPEC") and other countries that are significant producers of oil to agree to and maintain oil price and production controls, and the price and level of imports;
disruption in supply;
political instability or conflict in oil-producing regions;
level of demand from consumers, agricultural producers and other customers;
price and availability of alternative fuels;
availability of pipeline capacity; and
domestic and foreign governmental regulations and taxes.

    Many of these factors, including the ongoing war between Russia and Ukraine, have resulted in significant volatility in crude oil, refined petroleum products and natural gas supplies and prices. We expect that volatility to continue in fiscal 2023. The long-term effects of this volatility and other conditions on the prices of crude oil, refined petroleum products and natural gas are uncertain and ever changing. Increases in crude oil prices without a corresponding increase in the prices of our refined petroleum products, and decreases in crude oil prices with larger corresponding decreases in the prices of our refined petroleum products, would reduce our net income. Accordingly, we expect our margins and the profitability of our energy business to fluctuate, possibly significantly, over time.

In addition, our renewable fuels business produces ethanol, which is closely related to, or may be substituted for, petroleum products, and may be blended into gasoline to increase octane content. Therefore, the selling price of ethanol can be impacted by the selling prices of gasoline, diesel fuel and other octane enhancers. A significant decrease in the price of gasoline, diesel fuel or other octane enhancers could result in a significant decrease in the selling price of ethanol, which could adversely affect our revenues and operating earnings. In addition, we expect the volume of renewable fuels produced by our competitors to increase going forward. As the market for renewable fuels becomes more competitive, or if there are changes in the regulations, policies or standards affecting the demand for renewable fuels, our renewable fuels business may experience increased volatility in product margins, which could adversely affect our operating earnings.

We are subject to political, economic, legal and other risks of doing business globally. 

    We are a global business and are exposed to risks associated with having global operations. These risks include, but are not limited to, risks relating to terrorism, war or civil unrest; changes in a country's or region's social, economic or political conditions; changes in local labor conditions and regulations; changes in safety and environmental regulations; changes in regulatory or legal environments; expropriation or impoundment of assets; restrictions on currency exchange activities and currency exchange fluctuations; price and export controls or bans on commodities; taxes; doing business in countries or regions with inadequate infrastructure; and logistics challenges. In addition, some countries where we operate lack well-developed legal systems or have not adopted clear legal and regulatory frameworks. This lack of legal certainty exposes our operations to increased risks, including increased difficulty in enforcing our agreements in those jurisdictions and increased risk of adverse actions by local government authorities, such as unilateral or forced renegotiation, modification or nullification of existing agreements or expropriations.

The ongoing war between Russia and Ukraine may adversely affect our business, financial condition and results of operations.

In February 2022, Russia invaded Ukraine. The war has resulted in significant uncertainty and instability in the global commodities markets, including agricultural commodities and crude oil. In response to the war, the United States and other North Atlantic Treaty Organization ("NATO") member states, as well as nonmember states, announced economic sanctions targeting Russia and certain Russian citizens and enterprises, including several large banks. The continuation of the war may trigger a series of additional economic and other sanctions enacted by the United States, other NATO member states and other
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countries. In response, Russia announced export bans on various products, including agricultural commodities, through the end of calendar year 2022. Although we do not maintain operations in Russia, it is a significant source of fertilizer for global markets. Such sanctions have caused inflationary pressures and impacted our ability to purchase fertilizer in the global market. If our ability to purchase fertilizer in the global market continues to be impacted by those sanctions or by other factors, it could have a material adverse effect on our business and operations. In addition, such sanctions put us at an increased risk of inadvertently trading with a sanctioned partner.

We maintain operations in Ukraine, which is a key international grain originating region. Our operations in Ukraine have been dramatically disrupted because of the war. Some of our Ukrainian employees have been forced to relocate to other countries and within Ukraine, with many unable to perform all or some work duties. The ongoing war could cause harm to our employees and otherwise impair their ability to work for extended periods of time, as well as disrupt telecommunications systems, banks and other critical infrastructure necessary to conduct business in Ukraine. Although we do not have significant fixed assets or infrastructure in Ukraine, we continue to have grain inventory in various facilities in Ukraine. As a result of the war and related export bans on wheat, oats and other staples that were put in place by the Ukrainian government in March 2022, our ability to access or otherwise use these grain inventories in our export business has been limited and is expected to continue to be limited throughout the war. In addition, our grain inventories in Ukraine are at increased risk of damage and expropriation.

The risk of cybersecurity incidents has also increased in connection with the ongoing war between Russia and Ukraine. For example, the war has been accompanied by cyberattacks against the Ukrainian government and other countries in the region. It is possible that these attacks could have collateral effects on additional critical infrastructure and financial institutions globally, which could adversely affect our operations. The proliferation of malware from the war into systems unrelated to the war, or cyberattacks against U.S. companies in retaliation for U.S. sanctions against Russia or U.S. support of Ukraine, could also adversely affect our operations.

The current war between Russia and Ukraine could also draw military or other intervention from additional countries, which could lead to a much larger war and/or additional sanctions imposed by the United States government and other governments that restrict business with specific persons, organizations or countries with respect to certain products or services. If such escalation should occur or such sanctions are imposed, supply chain, trade routes and markets currently served by us could be adversely affected, which in turn could materially adversely affect our business operations and financial performance.

We may also experience negative reactions from our members, shareholders, lenders, employees, customers or other stakeholders as a result of our action or inaction related to the war between Russia and Ukraine.

Even if the war moderates or a resolution between Russia and Ukraine is reached, we expect that we will continue to experience ongoing financial and operational impacts resulting from the war for the foreseeable future as Ukraine rebuilds its economy and infrastructure. Additionally, certain of the economic and other sanctions imposed, or that may be imposed, against Russia and its citizens and enterprises may continue for a period of time after any resolution has been reached.

Our business and operations and demand for our products are highly dependent on certain global and regional factors that are outside our control and could adversely impact our business.

    The level of demand for our products is affected by global and regional demographics and macroeconomic conditions, including population growth rates and changes in standards of living. A significant downturn in global economic growth or recessionary conditions in major geographic regions may lead to a reduced demand for our products and services, which could have a material adverse effect on our business, financial condition, liquidity, results of operations and prospects. Weak global economic conditions and adverse conditions in financial and capital markets may adversely impact the financial condition and liquidity of some of our customers, suppliers and other counterparties, which could have a material adverse effect on our customers' abilities to pay for our products and on our business, financial condition, liquidity, results of operations and prospects.

    Additionally, planted acreage and consequently the volume of fertilizer and crop protection products applied is partially dependent on government programs, grain prices and the perception held by producers of demand for production, all of which are outside our control. Moreover, our business and operations may be affected by weather conditions, including those due to climate change, that are outside our control. For example:

Weather conditions during the spring planting season and early summer crop nutrient and crop protection application season affect agronomy product volumes and profitability.
Adverse weather conditions, such as heavy snow or rainfall and any flooding that results, may cause transportation delays and increased transportation costs or damage physical assets, especially facilities in low-lying areas near coasts and river banks or situated in hurricane-prone and rain-susceptible regions. For example, in August 2021, our Myrtle
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Grove, Louisiana, grain export terminal was damaged by Hurricane Ida and was not operational for approximately four weeks during storm recovery and cleanup. As a result, we were required to divert scheduled export shipments through other export locations, resulting in transportation delays and increased transportation costs.
Changes in weather patterns may shift periods of demand for products or regions in which our products are produced or distributed, which could require us to revise our procurement and distribution processes.
Significant changes in water levels (up or down, as a result of flooding, drought or otherwise) may cause changes in agricultural activity, which could require changes to our operating and distribution activities, as well as significant capital improvements to our facilities.
Climate change may cause changes in weather patterns and conditions, including changes in rainfall and storm patterns and intensities, water shortages, changes in sea levels and changes in temperature levels, all of which could adversely impact our costs and business operations; the location, cost and competitiveness of commodity agricultural production; related storage and processing facilities; and demand for agricultural commodities, and may result in incidents of stranded physical assets. The frequency and severity of the effects of climate change and changes in weather patterns have been increasing. These effects could significantly reduce demand for the products we sell to or buy from agricultural producers and local cooperatives, and therefore could adversely impact our results of operations, liquidity or capital resources.
We may experience increased insurance premiums and deductibles or decreases in available coverage for our assets in areas subject to adverse weather conditions.

    Emerging sustainability and other environmental priorities outside our control could also affect agricultural practices and future demand for agronomy products applied to crops and the volume of any such application. These priorities could also impact demand for our grain and may require us to incur additional costs for increased due diligence and reporting. Accordingly, factors outside our control could materially and adversely affect our revenues, results of operations and cash flows.

Inflation may result in increased costs, which could have a material and adverse effect on our results of operations.

We have experienced and anticipate continued effects of inflation on costs such as labor, freight, natural gas and materials. In response to global inflationary pressures, the U.S. Federal Reserve and foreign equivalents have started raising interest rates, which has resulted in uncertainty and volatility in global financial markets and increased borrowing costs under certain of our credit facilities, including our five-year revolving credit facility and our 10-year term loan facility. Inflation and its impacts, many of which are beyond our control, could escalate in the future. We may not be able to pass on all of our increased costs as a result of inflation to customers. Accordingly, inflationary pressures could have a material and adverse effect on our results of operations.

Our business and operations have been, and may in the future, be adversely affected by epidemics, pandemics, outbreaks of disease and other adverse public health developments, including COVID-19.
 
    Epidemics, pandemics, outbreaks of novel diseases and other adverse public health developments in countries and states where we operate may arise at any time. Such developments, including the COVID-19 pandemic, have had, and in the future may have, an adverse effect on our business, financial condition and results of operations. These effects include a potentially negative impact on the availability of our key personnel; labor shortages and increased turnover; temporary closures of our facilities or facilities of our members, business partners, customers, suppliers, third-party service providers or other vendors; and interruption of domestic and global supply chains, distribution channels and liquidity and capital or financial markets. In particular, restrictions on or disruptions of transportation, port closures or increased border controls or closures, or other impacts on domestic and global supply chains or distribution channels, could increase our costs for raw materials and commodity costs, increase demand for raw materials and commodities from competing purchasers, limit our ability to meet customer demand or otherwise have a material adverse effect on our business, financial condition and results of operations or cash flows. Precautionary measures that we may take in the future intended to limit the impact of any epidemic, pandemic, disease outbreak or other public health development, may result in additional costs. In addition, such epidemics, pandemics, disease outbreaks or other public health developments may adversely affect economies and financial markets throughout the world, such as the effect that COVID-19 has had on world economies and financial markets, which may affect our ability to obtain additional financing for our businesses and demand for our products and services. The impact of such developments may also exacerbate the other risks discussed in this Item 1A, any of which could have a material effect on us. The extent to which COVID-19 will impact our business and our financial results in the future will depend on future developments, which are highly uncertain and cannot be predicted. Such developments may include ongoing spread of the virus; disease severity; outbreak duration; extent of any reoccurrence of the coronavirus or any evolutions or mutations of the virus; availability, administration and effectiveness of vaccines; development of therapeutic treatments that can restore consumer and business economic confidence; type and duration of actions that may be taken by governmental authorities in response to the outbreak;
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and impact on the U.S. and the global economy. As a result, at the time of this filing, it is not possible to predict the overall future impact of COVID-19 on our business, liquidity, capital resources and financial results.

We participate in highly competitive business markets and we may not be able to continue to compete successfully, which could have a material adverse effect on us.

We operate in several highly competitive business segments and our competitors may succeed in developing new or enhanced products that are better than ours, may be more successful in marketing and selling their products than we are, or may have more effective supply chain capability than we have. Competitive factors include price, service level, proximity to markets, access to transportation, product quality, marketing and risk management. In our business segments, we compete with companies that are larger and better known than we are and have greater marketing, financial, personnel and other resources than we do. As a result, we may not be able to continue to compete successfully, which could have a material adverse effect on our business, financial condition, liquidity, results of operations and prospects.

Our revenues, margins, results of operations and cash flows could be materially and adversely affected if our members were to do business with others rather than with us.

We do not have an exclusive relationship with our members and our members are not obligated to supply us with their products or purchase products from us. Our members often have a variety of distribution outlets and product sources available to them. If our members were to sell their products to other purchasers or purchase products from other sellers, our revenues and margins would decline and our results of operations and cash flows could be materially and adversely affected.

If our customers choose alternatives to our refined petroleum products, our revenues, results of operations and cash flows could be materially and adversely affected.

Numerous energy sources could serve as alternatives to our gasoline, diesel fuel and other refined petroleum products. If any of these alternative products become more economically viable or preferable to our customers for environmental or other reasons, demand for our energy products would decline. In addition, many governments have imposed, and in the future may impose, policies and regulations aimed at decreasing reliance on petroleum-based products, which could reduce demand for our energy products. For example, Illinois has enacted comprehensive legislation that aims to phase out fossil fuels by 2045. As another example, in December 2021, the current U.S. administration issued an executive order that directs the U.S. federal government to use its scale and procurement power to achieve a number of aspirational net-zero goals, including 100% zero-emission light-duty vehicle acquisitions by 2027 and 100% zero-emission vehicle acquisitions by 2035. If realized, these restrictions would accelerate the decline in demand for gasoline, diesel fuel and other refined petroleum products. In addition, a number of companies have announced their intention to phase out production of gasoline- and diesel-powered light-duty vehicles. While these phaseouts primarily impact light-duty vehicles outside our primary markets, they are expected to further accelerate the decline in demand for gasoline, diesel fuel and other refined petroleum products. Declining demand for our energy products, particularly diesel fuel sold for farming applications, could materially and adversely affect our revenues, results of operations and cash flows.

Consolidation among the producers of products we purchase and customers for products we sell could materially and adversely affect our revenues, results of operations and cash flows.

Consolidation has occurred among the producers and manufacturers of products we sell and purchase, including crude oil, fertilizer and grain, and it is highly likely that this consolidation will continue in the future. Consolidation could allow producers to negotiate pricing, supply availability and other contract terms that are less favorable to us. In addition, consolidation also may increase the likelihood that consumers or end users of these products enter into supply relationships with a smaller number of producers, resulting in potentially higher prices for the products we purchase.

Consolidation has also occurred among local cooperatives that are the primary wholesale customers of our products, which has resulted in a smaller wholesale and retail customer base for our products and has intensified the competition for these customers. It is highly likely that this consolidation will continue in the future. Ongoing consolidation among distributors and brokers of food products and food retailers has altered the buying patterns of these businesses, as they have increasingly elected to work with product suppliers who can meet their needs nationwide rather than just regionally or locally. If these cooperatives, distributors, brokers and retailers elect not to purchase our products, our revenues, results of operations and cash flows could be materially and adversely affected.

In the seed, fertilizer and crop protection markets, consolidation at both the producer and wholesale customer levels has increased the potential for direct sales from input manufacturers to cooperative customers and/or individual agricultural
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producers, which would remove us from the supply chain and could have a material and adverse effect on our revenues, results of operations and cash flows.

We are exposed to risk of nonperformance and nonpayment by counterparties.

We are exposed to risk of nonperformance and nonpayment by counterparties, whether pursuant to contracts or otherwise. Risk of nonperformance and nonpayment by counterparties includes the inability or refusal of a counterparty to pay us, the inability or refusal to perform because of a counterparty's financial condition and liquidity, operational failures, labor issues, cybersecurity events, outbreaks of disease or for any other reason, and risk that the counterparty will refuse to perform a contract during a period of price fluctuations where contract prices are significantly different than current market prices. In the event we experience significant nonperformance or nonpayment by counterparties, our financial condition, results of operations and cash flows could be materially and adversely affected. For example, we store inventory in third-party warehouses, and the operators of these warehouses may not adequately store or secure our inventory, or they may improperly sell that inventory to someone else, which could expose us to a loss of the value of that inventory. In the event we experience any such nonperformance by a third-party warehouse operator, our financial condition, results of operations and cash flows could be materially and adversely affected. As another example, if any of our counterparties experience a cyber breach or system failure, or does not respond or perform effectively in connection with such cyber breach or system failure, their businesses could be negatively impacted, and it may result in disruption to our supply chain or distribution channels, which could have a material adverse effect on our business.

Our business, profitability and liquidity may be adversely affected by deterioration in the credit quality of, or defaults by, third parties who owe us money.

We extend credit to, make loans to and engage in other financing arrangements with individual producers, local cooperatives and other third parties around the world. We incur credit risk and the risk of losses if our borrowers and others to which we extend credit do not repay their loans or perform their obligations to pay us the money they owe. These parties may default on their obligations to us due to bankruptcy, lack of liquidity, operational failure or for other reasons. If these counterparties do not pay us back, such that we experience significant defaults on their payment obligations to us, our financial condition, results of operations or cash flows could be materially and adversely affected.

We are also subject to the risk that our rights against borrowers and other third parties that owe us money may not be enforceable in all circumstances. For example, a borrower or third-party may declare bankruptcy. In addition, the credit quality of borrowers and other third parties whose obligations we hold could deteriorate due to a number of factors, including deterioration in the value of collateral posted by those parties to secure their obligations to us pursuant to purchase contracts, loan agreements or other contracts. If that deterioration occurs, the material adverse effects of third parties not performing their repayment obligations may be exacerbated if the collateral held by us cannot be realized or is liquidated at prices not sufficient to recover the full amount owed to us. For example, certain loans and other financing arrangements we undertake with agricultural producers are typically secured by the counterparty's crops that are planted in the current year. There is a risk that the value of the crop will not be sufficient to satisfy the counterparty's repayment obligations under the financing arrangement as a result of weather, crop growing conditions, other factors that influence the price, supply and demand for agricultural commodities or for other reasons.

In addition, disputes may arise as to the amount of collateral we are entitled to receive and the value of pledged assets. Termination of contracts and foreclosure on collateral may subject us to claims for improper exercise of our rights. Default rates, downgrades and disputes with counterparties as to the valuation of collateral increase significantly in times of market stress and illiquidity.

With respect to our lending activity, we evaluate the collectability of both commercial and producer loans on a specific identification basis based on the amount and quality of the collateral obtained and record specific loan loss reserves when appropriate. Consistent with accounting principles generally accepted in the United States ("U.S. GAAP"), a general reserve is also maintained based on our best estimate of expected credit losses. For other forms of credit, we establish reserves as appropriate and consistent with U.S. GAAP. The reserves represent our best estimate based on current facts and circumstances. Future developments or changes in assumptions may cause us to record adjustments to the reserves that could materially and adversely affect our results of operations.

Our risk management strategies may not be effective.

Our business is affected by fluctuations in commodity prices, transportation costs, energy prices, foreign currency exchange rates and interest rates. We monitor position limits, accounts receivables and other exposures and engage in other
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strategies and controls to manage these risks. Our monitoring efforts may not be effective at detecting a significant risk exposure and our controls and strategies may not be effective in adequately managing against the occurrence of a significant loss relating to a risk exposure. If our controls and strategies are not successful in mitigating or preventing our financial exposure to losses due to the fluctuations or failures mentioned above, it could significantly and adversely affect our operating results.

Actual or perceived quality, safety or health risks associated with our products could subject us to significant liability and damage our business and reputation.

If any of our food or animal feed products were to become adulterated or misbranded, we would need to recall those items and could experience product liability claims if either consumers or customers' livestock were injured or were claimed to be injured as a result. A widespread product recall or a significant product liability judgment could cause our products to be unavailable for a period of time or could cause a loss of consumer or customer confidence in our products. Even if a product liability claim were unsuccessful or were not fully pursued, the negative publicity surrounding any assertion that our products caused illness or injury could adversely affect our business and reputation with existing and potential consumers and customers and our corporate and brand image. Moreover, claims or liabilities of this sort might not be covered by our insurance or by any rights of indemnity or contribution that we may have against others. In addition, general public perceptions regarding the quality, safety or health risks associated with particular food or animal feed products, such as concerns regarding genetically modified crops, could reduce demand and prices for some of the products associated with our businesses. To the extent that consumer preferences evolve away from products that our members or we produce for health or other reasons, such as the growing demand for organic food products and products that are sustainably grown and made, including low carbon grain and oilseed, and we are unable to develop or procure products that satisfy new consumer preferences, there will be decreased demand for our products, which could have a material adverse effect on our business, financial condition, liquidity, results of operations and prospects.

Our operations are subject to business interruptions, casualty losses and supply chain issues; we do not insure against all potential losses and could be seriously harmed by unanticipated liabilities.

Our operations are subject to business interruptions due to unanticipated events such as explosions, fires, other natural disasters, war, terrorism, cyber attacks, industrial accidents, pipeline interruptions, transportation delays, equipment failures, crude oil or refined product spills, adverse weather conditions and labor disputes. For example:

Our oil refineries and other facilities are potential targets for terrorist attacks that could halt or discontinue production.
Our inability to negotiate acceptable contracts with unionized workers in our operations could result in strikes or work stoppages.
Our corporate headquarters, the facilities we own or the significant inventories we carry could be damaged or destroyed by catastrophic events, adverse weather conditions or contamination.
Someone may accidentally or intentionally introduce malware into our information technology systems or breach our computer systems or other cyber resources.
An occurrence of a pandemic or epidemic disease, such as the COVID-19 pandemic, affecting a substantial part of our workforce or our customers could interrupt our business operations.

The effects of any of these events could be significant. We maintain insurance coverage against many, but not all, potential losses or liabilities arising from these operating hazards, but uninsured losses or losses above our coverage limits are possible. Uninsured losses and liabilities arising from operating hazards could have a material adverse effect on us. In addition, if we experience insurable events, our insurance premiums could increase or insurance relating thereto may become unavailable to us.

We may also be impacted by supply chain issues, due to factors largely beyond our control, which could escalate in future periods. Any such issues could result in higher costs or operational disruptions, which could have an adverse impact on our business, financial condition and results of operations.

We are subject to workforce factors that could adversely affect our business and financial condition.

    Like most companies in the agricultural industry, we are continuously challenged to hire, develop and retain a sufficient number of employees to operate our businesses throughout our operating geographies. We may have difficulty recruiting and retaining employees with adequate qualifications and experience. The challenge of hiring new employees is exacerbated by the rural nature of our business, which provides for a smaller pool of skilled employable candidates. A number of other factors may adversely affect the labor force available to us, including changes in the labor market as a result of the
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COVID-19 pandemic and other socioeconomic and demographic changes, high employment levels, federal unemployment subsidies and other government regulations, unemployment programs and volatility in macroeconomic factors impacting the labor market. To hire new employees, we may be forced to pay higher wages or offer other benefits that might impact our cost of labor. Furthermore, when we do hire new employees, lengthy training and orientation periods might be required before they are able to achieve necessary productivity levels, and we may be unable to successfully transfer our other employees' institutional knowledge and skills to them or fail to execute on internal succession plans. In addition, an increasingly competitive labor market may lead to increased turnover rates within our employee base. These or other employee workforce factors could negatively impact our business, financial condition or results of operations.

Technological improvements could decrease the demand for our agronomy and energy products.

Technological advances in agriculture could decrease the demand for crop nutrients, energy and other crop input products and services we provide. Genetically engineered seeds that resist disease and insects, or that meet certain nutritional requirements, could affect the demand for our crop nutrients and crop protection products. Demand for fuel that we sell could decline as technology allows for more efficient usage of equipment or should alternative energy sources become more viable due to technological advances. Declining demand for our products could materially and adversely affect our revenues, results of operations and cash flows.

We utilize information technology systems to support our business. The ongoing multiyear implementation of an enterprisewide resource planning system, reliance on multiple legacy business systems, security breaches or other disruptions to our information technology systems or assets could interfere with our operations, compromise the security of our customers' or suppliers' information and expose us to liability that could adversely impact our business and reputation.

Our operations rely on certain key information technology ("IT") systems, many of which are legacy in nature or may depend on third-party services to provide critical connections of data, information and services for internal and external users.

Over the past several years, we have been implementing a new enterprise resource planning system ("ERP"), and we expect this ERP implementation to continue for the next several years. This ERP implementation has required and will continue to require significant capital and human resources to deploy. Changes we have experienced in the implementation timeline and the scope of the implementation likely have impacted the capital and operating expense amounts required to complete the implementation, and there can be no assurance that the actual costs for completing the ERP implementation will not exceed our current estimates or that the ERP will not take longer to implement than we currently expect. In addition, potential flaws in implementing the ERP or in the failure of any portion/module of the ERP to meet our needs or provide appropriate controls may pose risks to our ability to operate successfully and efficiently and with an effective system of internal controls.

There may be other challenges and risks to both our aging and current IT systems over time due to any number of causes, such as catastrophic events, availability of resources, power outages, security breaches or cyber attacks. These challenges and risks could result in legal claims or proceedings, liability or penalties, disruption in operations, loss of valuable data, increased costs and damage to our reputation, all of which could adversely affect our business. Our ongoing IT investments include those relating to cybersecurity, including technology, hired expertise and cybersecurity risk mitigation actions. In addition, IT investments in new technology that could result in greater operational efficiency may further expose our IT systems to the risk of cyber attacks.

Like many companies, we continue to experience an increase in the number of sophisticated attempts by external parties to access and/or disrupt our networks without authorization, such as denial of service attacks, attempted malware infections, scanning activity and phishing e-mails. For example, in June 2021, we experienced a denial of service attack that impacted our network. In response to the cybersecurity attack, we launched an investigation and undertook immediate action, including employing protocols to mitigate the impact of the threat going forward. Although our systems were not breached, no data was lost or exposed and our operations were not significantly interrupted by this incident, there is no guarantee that a future incident would not have a greater impact on our operations, our data or our reputation. We may incur significant costs protecting against or remediating cyber-based attacks or other cyber incidents.

In addition, we are subject to laws and regulations in the United States and other jurisdictions regarding privacy, data protection and data security, including those related to collection, storage, handling, use, disclosure, transfer and security of personal data. These laws and regulations pose increasingly complex compliance challenges and will require us to incur costs to achieve and maintain compliance; some of those costs may be significant. Any violation of such laws and regulations, including as a result of a security or privacy breach, could subject us to legal claims, regulatory penalties and damage to our reputation.

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Increasing scrutiny and changing expectations from stakeholders with respect to our environmental, social and governance practices may expose us to new or additional risks.

Companies across all industries are facing increasing scrutiny from stakeholders related to their environmental, social and governance ("ESG") practices and disclosures, including practices and disclosures related to climate change, human capital management, diversity and inclusion, social and community impact, corporate culture and governance standards. Investor advocacy groups, certain institutional investors, lenders, investment funds and other influential investors are also increasingly focused on ESG practices and disclosures and in recent years have placed increasing importance on the implications and social cost of their investments. Regardless of the industry, investors' and other stakeholders' increased focus and activism related to ESG and similar matters may hinder access to capital or financing, as investors or lenders may determine to reallocate capital or not commit capital as a result of their assessment of a company's ESG practices and disclosures. If we do not adapt or comply with investor, lender or stakeholder ESG expectations and standards, which are evolving, or if we are perceived to have not responded appropriately to the growing focus on ESG issues, regardless of whether there is a legal requirement to do so, we may suffer from reputational damage and our business or financial condition could be materially and adversely affected. Conversely, if we comply with evolving investor, lender and stakeholder ESG expectations and standards, doing so could result in higher costs, disruption and diversion of management attention, an increased strain on our resources and heightened legal and regulatory risk, and could also threaten our credibility with other investors, lenders and stakeholders. Investors, lenders and other stakeholders are also increasingly focusing on issues related to environmental justice. This may result in increased scrutiny, protests and negative publicity with respect to our business and operations, which in turn could adversely affect our reputation, business and financial performance.

Failures or delays in achieving our strategies or expectations related to climate change and other environmental matters could adversely affect our business, operations and reputation, and increase risk of litigation.

Our ability to achieve any of our strategies or expectations related to climate change and other environmental matters is subject to numerous factors and conditions, many of which are outside our control. Examples of such factors include, but are not limited to, evolving regulatory and other standards, processes and assumptions; the pace of scientific and technological developments; increased costs and the availability of requisite financing; market trends that may alter business opportunities; the conduct of third-party counterparties; constraint or disruptions to our supply chain and changes in carbon markets. Failures or delays, whether actual or perceived, in achieving our strategies or expectations related to climate change and other environmental matters could adversely affect our business, operations and reputation, and increase risk of litigation.

Acquisitions, strategic alliances, joint ventures, divestitures and other nonordinary course-of-business events resulting from portfolio management actions and other evolving business strategies could affect future results.

We monitor our business portfolio and organizational structure and have made and may continue to make acquisitions, strategic alliances, joint ventures, divestitures and changes to our organizational structure. With respect to acquisitions, future results will be affected by our ability to identify suitable acquisition candidates, to adequately finance any acquisitions and to integrate acquired businesses quickly and obtain the anticipated financial returns, including synergies. Our ability to successfully complete a divestiture will depend on, among other things, our ability to identify buyers that are prepared to acquire such assets or businesses on acceptable terms and to adjust and optimize our retained businesses following the divestiture. Additionally, we may fail to consummate proposed acquisitions, divestitures, joint ventures or strategic alliances after incurring expenses and devoting substantial resources, including management time, to such transactions or foregoing other strategic opportunities.

Several parts of our business, including our nitrogen production business, our foods business and portions of our global grain marketing and wheat milling operations, are operated through joint ventures with third parties where we do not have majority control of the venture. By operating a business through a joint venture, we have less control over business decisions than we have in our subsidiaries and limited liability companies in which we have a controlling interest. In particular, we generally cannot act on major business initiatives in our joint ventures without the consent of the other party or parties in those ventures. Investments in joint ventures may, under certain circumstances, involve risks not present when a third-party is not involved, including the possibility that co-venturers might experience business or financial stresses that impact their ability to effectively operate the joint venture, or might become bankrupt or fail to fund their share of the business, in which case the joint venture may be unable to access needed growth capital without funding from us and/or any other remaining co-venturers. Co-venturers may have economic, tax or other business interests or goals that are inconsistent with our business interests or goals and may be in a position to take actions contrary to our policies or objectives. Our co-venturers may take actions that are not within our control, which may expose our investments in joint ventures to the risk of lower values or returns. Joint venture investments may also lead to impasses. Disputes between us and co-venturers may result in litigation or arbitration that would increase our expenses and prevent our officers and/or directors from focusing their time and efforts on our day-to-day business.
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In addition, we may, in certain circumstances, be liable for the actions of our co-venturers. Each of these matters could have a material adverse effect on us.

    We made certain assumptions and projections regarding the future of the markets served by our joint venture investments that included projected raw materiality availability and pricing, production costs, market pricing and demand for the joint venture's products. These assumptions were an integral part of the economics used to evaluate these joint venture investment opportunities prior to consummation. To the extent that actual market performance varies from our models, our ability to achieve projected returns on our joint venture investments may be impacted in a materially adverse manner. For example, assumptions we made in connection with our investment in CF Nitrogen may not align with future demand for nitrogen-based products or the cost or availability of natural gas, the primary feedstock utilized for CF Nitrogen's nitrogen-based products.

Risks Related to Laws and Regulations

Government policies, mandates, regulations and trade agreements could adversely affect our operations and profitability. 

    Our business is subject to numerous government policies, mandates and regulations that could have an adverse effect on our operations or profitability. For example, government policies, mandates and regulations related to genetically modified organisms, traceability standards, sustainable practices, product safety and labeling, and renewable and low-carbon fuels could have an adverse effect on our operations or profitability by, among other things, influencing the planting of certain crops, the location and size of crop production, trade of processed and unprocessed commodity products, volumes and types of imports and exports, availability and competitiveness of feedstocks as raw materials, and viability and volume of certain of our products. In our Energy segment, government policies, mandates and regulations designed to stop or impede development or production of petroleum-based products, such as those limiting or banning use of hydraulic fracturing, drilling or oilsands production or restricting the sale of new combustion-engine vehicles, could adversely affect our operations and profitability.

    In addition, changes in international trade agreements and trade disputes can adversely affect commodity trade flows by limiting or disrupting trade between countries or regions. In many countries around the world, historical free trade relationships are being challenged and it is unclear what changes, if any, will be made to international trade agreements that are relevant to our business activities. These actions and uncertainties have led to significant volatility in commodity prices, disruptions in historical trade flows and shifts in planting patterns in the United States and South America, all of which have resulted in reduced volumes of grain exports overall and have presented challenges and uncertainties for our business. Changes in trade policy, withdrawals from or material modifications to relevant international trade agreements and continued uncertainty could depress economic activity and restrict our access to suppliers and customers, and we cannot predict the effects of future trade policies, disputes or agreements on our business. Tariffs and trade restrictions that are implemented on products that we buy and/or sell could increase the cost of those products or adversely affect the availability of market access. These cost increases and market changes could adversely affect demand for our products and reduce margins, which could have a material adverse effect on our business and our earnings. In addition, the U.S. government can prevent or restrict us from doing business in or with other countries, such as the economic sanctions that were imposed by the U.S. government on Russia and certain of its citizens and enterprises in connection with Russia's war with Ukraine. These restrictions and those of other governments could limit our ability to gain access to business opportunities in various countries.

Changes in federal income tax laws or in our tax status could increase our tax liability and reduce our net income significantly.

Current federal income tax laws, regulations and interpretations regarding the taxation of cooperatives allow us to exclude income generated through business with or for a member (patronage-sourced income) from our taxable income to the extent it is distributed back to our members. If any changes are made to such federal income tax laws, regulations or interpretations, or if in the future we were not eligible to be taxed as a cooperative, our tax liability would significantly increase and our net income would significantly decrease.

We incur significant costs in complying with applicable laws and regulations. Any failure to comply with these laws and regulations, or to make capital or other investments necessary to comply with these laws and regulations, could expose us to unanticipated expenditures and liabilities.

We are subject to numerous federal, state and local provisions regulating our business and operations. We incur and expect to incur significant capital and operating expenses to comply with these laws and regulations. We may be unable to pass on those expenses to customers without experiencing volume and margin losses. For example, the compliance burden and
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impact on our operations and profitability as a result of the enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd-Frank") and related regulations continue to evolve, as federal agencies have implemented and continue to implement its many provisions through regulation. These efforts to change the regulation of financial markets subject users of derivatives, such as CHS, to extensive oversight and regulation by the CFTC. Such initiatives have imposed and may continue to impose additional costs on us, including operating and compliance costs, and the cost of fines or penalties in the event we do not comply, and could materially affect the availability, as well as the cost and terms, of certain transactions. Certain federal regulations addressing Dodd-Frank are still being implemented and others are being finalized. We will continue to monitor these developments. In addition, new laws and regulations that are applicable to us or our businesses may be adopted, and the change in the U.S. government's administration and its policies may increase the likelihood of such legal and regulatory developments. If new laws or regulations become applicable to us or our businesses, our compliance costs could increase. Any of the above matters could have a material adverse effect on our business, financial condition, liquidity, results of operations and prospects.

We establish reserves for the future cost of known compliance obligations, such as remediation of identified environmental issues. However, these reserves may prove inadequate to meet our actual liability. Moreover, amended, new or more stringent requirements, stricter interpretations of existing requirements or the discovery of currently unknown compliance issues may require us to make material expenditures or subject us to liabilities that we currently do not anticipate. Furthermore, our failure to comply with applicable laws and regulations could subject us to administrative penalties and injunctive relief, civil remedies, including fines and injunctions, criminal fines and penalties, and recalls of our products. For example, we regularly maintain hedges to manage the price risks associated with our commercial operations. These transactions typically take place on exchanges such as the CME. Our hedging transactions and activities are subject to the rules and regulations of the exchanges we use and governing bodies, including the CME, the NYMEX, the CBOT, the MGEX and the CFTC. All exchanges have broad powers to review required records, to investigate and enforce compliance and to punish noncompliance by entities subject to their jurisdiction. Failure to comply with such rules and regulations could lead to restrictions on our trading activities or subject us to enforcement action by the CFTC or a disciplinary action by the exchanges, which could lead to substantial fines or penalties or limitations on our related operations. In addition, any investigation or proceeding by an exchange or the CFTC, whether successful or unsuccessful, could result in substantial costs, diversion of resources, including management time, and potential harm to our reputation, all of which could have a material adverse effect on our business financial condition, liquidity, results of operations and prospects.

We are subject to extensive anti-corruption, anti-bribery, anti-kickback and trade laws and regulations, and any noncompliance with those laws and regulations could have a material adverse effect on our business, financial condition and results of operations.

    We operate on a global basis and are subject to anti-corruption, anti-bribery and anti-kickback laws and regulations, including the Foreign Corrupt Practices Act of 1977, as amended ("FCPA"). The FCPA and other similar anti-corruption, anti-bribery and anti-kickback laws and regulations in other jurisdictions generally prohibit companies and their intermediaries or agents from making improper payments to government officials or any other persons for the purpose of obtaining or retaining business. We operate and sell our products in many parts of the world that have experienced governmental corruption to some degree, and in certain circumstances strict compliance with anti-corruption, anti-bribery and anti-kickback laws and regulations may conflict with local customs and practices. In addition, in certain countries, we engage third-party agents or intermediaries to act on our behalf and/or conduct all or a portion of our operations through joint venture partners, including in those countries with a high risk of corruption. If any of these third parties violate applicable anti-corruption, anti-bribery or anti-kickback laws or regulations, we may be liable for those violations. We have policies in place prohibiting employees from making or authorizing improper payments; we train our employees regarding compliance with anti-corruption, anti-bribery and anti-kickback laws and regulations; and we utilize procedures to identify and mitigate risks of such misconduct by our employees, third-party agents, intermediaries and joint venture partners. However, we cannot provide assurances that our employees, third-party agents, intermediaries or joint venture partners will comply with those policies, laws and regulations. If we are found liable for violations of the FCPA or other similar anti-corruption, anti-bribery or anti-kickback laws or regulations, either due to our own acts or out of inadvertence or due to the acts or inadvertence of others, we could suffer criminal or civil fines or penalties or other repercussions, including reputational harm, which could have a material adverse effect on our business, financial condition and results of operations.

Due to the international scope of our operations, we are subject to a complex system of import- and export-related laws and regulations, including U.S. regulations issued by Customs and Border Protection, the Bureau of Industry and Security, the Office of Antiboycott Compliance, the Directorate of Defense Trade Controls and the Office of Foreign Assets Control, as well as the counterparts of these agencies in other countries. Any alleged or actual violation of these laws or regulations by us or our employees may subject us to government scrutiny, investigation, and civil and criminal penalties, and may limit our import and export abilities. Furthermore, embargoes and sanctions imposed by the United States and other governments restricting or
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prohibiting sales to specific persons or countries or based on product classification may expose us to potential criminal or civil sanctions. We cannot predict the nature, scope or effect of future regulatory requirements to which our operations might be subject or the way existing laws and regulations might be administered or interpreted.

Environmental and energy laws and regulations may result in increased operating costs and capital expenditures, and may have a material and adverse effect on us.

New and current environmental and energy laws and regulations, including regulations relating to alternative energy sources and the risk of global climate change, new interpretations of existing environmental and energy laws and regulations, increased governmental enforcement of environmental and energy laws and regulations or other developments in these areas could require us to make additional unforeseen expenditures on technologies and/or other assets to continue our operations or unforeseen changes to our operations, either of which could adversely affect us. For example, in December 2015, 195 countries adopted a new international agreement known as the Paris Agreement. The Paris Agreement is intended to provide a framework pursuant to which the parties to the agreement will attempt to hold the increase in global average temperatures below 2 degrees Celsius above preindustrial levels and to pursue efforts to limit the temperature increase to 1.5 degrees Celsius above preindustrial levels. Participation in the Paris Agreement is subject to the concurrence of the United States Executive Branch Administration then in office. As a result, adherence to the Paris Agreement may vary by administration. The current administration is supportive of the Paris Agreement. Executive orders issued by the current administration, actions by various U.S. federal regulatory agencies, enactment of the Inflation Reduction Act of 2022 and the current administration's announced goal of halving U.S. greenhouse gas ("GHG") emissions by 2030 and reaching net-zero emissions by 2050 are also evidence of the current United States administration's intent to undertake numerous initiatives in an effort to reduce GHGs. New federal legislation or regulatory programs that restrict emissions of GHGs, such as cap and trade regimes, carbon taxes, restrictive permitting, increased fuel efficiency standards or mandates for renewable energy, or comparable new state legislation or programs or customer requirements in areas where we or our customers conduct business could adversely affect our operations and the demand for our energy products, which could have a material adverse effect on our business, financial condition, liquidity, results of operations and prospects. In addition, new legislation, regulatory programs, or customer or other stakeholder expectations could require substantial expenditures for installation and operation of systems and equipment or for substantial modifications to existing equipment.

Also, pursuant to the Energy Independence and Security Act of 2007, the EPA has promulgated the Renewable Fuel Standard ("RFS"), which requires refiners to blend renewable fuels, such as ethanol and biodiesel, with their petroleum fuels or purchase renewable energy credits, known as Renewable Identification Numbers ("RINs"), in lieu of blending. The EPA generally establishes new annual renewable fuel percentage standards for each compliance year in the preceding year. We generate RINs through our blending activities, but we cannot generate enough RINs to meet the needs of our refining capacity and RINs must be purchased on the open market. In recent years, the price of RINs has been extremely volatile. For example, in fiscal 2022, prices for D6 ethanol RINs and D4 ethanol RINs rose by 15% and 21%, respectively, compared to the prior year. Continued RIN volatility could have a negative impact on our future refined fuels' margins, as experienced during fiscal 2022.

Environmental liabilities and litigation could have a material adverse effect on us.

Many of our current and former facilities have been in operation for many years, and over that time, we and other operators of those facilities have generated, used, stored and disposed of substances or wastes that are or might be considered hazardous under applicable or future enacted environmental laws, including liquid fertilizers, chemicals and fuels stored in underground and aboveground tanks. Any past or future actions in violation of applicable environmental laws could subject us to administrative penalties, fines, injunctions or other costs, such as capital expenditures. In addition, an owner or operator of contaminated property and a party who sends hazardous materials to such site for treatment, storage, disposal or recycling can be liable for the cost of investigation and remediation under environmental laws. In some instances, such liability exists regardless of fault. Moreover, future or unknown past releases of hazardous substances could subject us to private lawsuits claiming damages, including for bodily injury or property damage, and to adverse publicity, which could have a material adverse effect on us. Liabilities, including legal costs, related to remediation of contaminated properties are not recognized by us until the related costs are considered probable and can be reasonably estimated.

We have noted a trend in public and private lawsuits filed on behalf of states, counties, cities and utilities alleging harm to the general public and the environment, including waterways and watersheds, as a result of the use of agricultural chemicals, such as fertilizers. If we become a party to any such lawsuits, we could be required to pay damages or penalties or have other remedies imposed upon us, which could have a material and adverse effect on our results of operations and financial condition.

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We face increased climate-change-related litigation risk with respect to our operations. In particular, governmental and other entities in various U.S. states have filed lawsuits against companies in the coal, gas, oil and petroleum industries, alleging damages as a result of climate change, with the plaintiffs in such lawsuits seeking damages and abatement under various tort theories. Additionally, governmental and other entities are increasingly filing lawsuits or initiating regulatory action based on allegations that certain public statements regarding ESG-related matters and practices by companies are false or misleading greenwashing that violate deceptive trade practices and consumer protection statutes. Similar issues can also arise relating to aspirational statements such as net-zero or carbon neutrality targets that are made without an adequate basis to support such statements. Although we are not currently a party to any of these lawsuits, they present a high degree of uncertainty regarding the extent to which we face increased risk of liability stemming from climate change or ESG disclosures and practices.

Risks Related to Our Financial Position and Financing Our Business

Our financial results are susceptible to seasonality.

Many of our business activities are highly seasonal and operating results vary throughout the year. Our revenues generally trend lower during the second and fourth fiscal quarters and are highest during the first and third fiscal quarters. For example, in our Ag segment, our country operations business generally experiences higher volumes and revenues during the fall harvest and spring planting seasons and our agronomy business generally experiences higher volumes and revenues during the spring planting season. Our global grain and processing operations are subject to fluctuations in volume and revenues based on producer harvests, world grain prices and demand, and international trade relationships. Our Energy segment generally experiences higher volumes and revenues in certain operating areas, such as refined products, in the spring, summer and early fall when gasoline and diesel fuel use by agricultural producers is highest and is subject to global supply and demand forces. Other energy products, such as propane, generally experience higher volumes and revenues during the winter-heating and crop-drying seasons.

If any of our long-lived assets become impaired, we could be required to record a significant impairment charge, which would negatively impact our results of operations.

All our long-lived assets, including property, plant and equipment, goodwill, investments in unconsolidated affiliates and other identifiable intangibles, are evaluated for impairment in accordance with U.S. GAAP at least annually for goodwill and whenever events or changes in circumstances indicate the carrying amount of a long-lived asset or asset group may not be recoverable. The process of evaluating for impairment involves a number of judgments and estimates. If the judgments and estimates used in our analyses are not realized or change due to external factors, then actual results may not be consistent with these judgments and estimates, and our long-lived assets may become impaired in future periods. We have in the past, and may in the future, be required to write down the value of our long-lived assets. Any future impairment of our long-lived assets could require us to record a significant impairment charge, which would negatively impact our results of operations.

Our business is capital intensive and we rely on cash generated from our operations and external financing to fund our strategies and ongoing capital needs.

We require significant capital, including access to credit markets from time to time, to operate our businesses and fund our strategies. Our working capital requirements are directly affected by the price of commodities, which may fluctuate significantly and quickly. We also require substantial capital to maintain and upgrade our extensive network of facilities to keep pace with competitive developments, technological advances, regulatory changes and changing safety standards. In addition, the expansion of our business and pursuit of acquisitions or other business opportunities has required, and may in the future require, significant amounts of capital. If we are unable to generate sufficient cash flow or maintain access to adequate external financing, including as a result of significant disruptions in the global credit markets, it could restrict our current operations and our growth opportunities, which could adversely affect our operating results and restrict our ability to repay our existing debts.

Our access to capital could be affected by financial institutions' and other capital sources' policies concerning energy-related businesses.

Public concern regarding the potential effects of climate change have directed increased attention toward the funding sources of energy-related businesses. As a result, some financial institutions, funds and other sources of capital have reduced or restricted lending to, or investing in, companies that operate in the energy industry. Limiting energy-related businesses' access to capital could make it more difficult for us to secure external financing, which could in turn restrict our current operations and our growth opportunities, adversely affect our operating results and restrict our ability to repay our existing debts.


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Our cooperative structure limits our ability to access equity capital.

As a cooperative, we may not sell common stock in our company. In addition, existing laws and our articles of incorporation and bylaws limit dividends on any preferred stock we may issue to 8% per annum. These limitations may restrict our ability to raise equity capital and may adversely affect our ability to compete with enterprises that do not face similar restrictions.

Uncertainty regarding the transition away from the London Interbank Offered Rate ("LIBOR") and the replacement of LIBOR with an alternative reference rate may adversely affect interest rates under our credit facilities and dividend rates with respect to our Class B Series 2 Preferred Stock and Class B Series 3 Preferred Stock.

LIBOR has been the historical base rate of interest widely used as a global reference for setting interest rates on loans. Some of our credit facilities, including our five-year revolving credit facility and our 10-year term loan facility, use LIBOR as the reference rate. In addition, the terms of our Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 2 ("Class B Series 2 Preferred Stock"), and our Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 3 ("Class B Series 3 Preferred Stock"), provide that, beginning on March 24, 2024, in the case of our Class B Series 2 Preferred Stock, or on September 30, 2024, in the case of our Class B Series 3 Preferred Stock ("Initial Reset Date"), dividends on such preferred stock will accumulate at a rate equal to three-month LIBOR plus an applicable spread, not to exceed 8% per annum.

In 2017, the United Kingdom's Financial Conduct Authority (the "FCA"), which regulates LIBOR, announced that it intended to phase out LIBOR by the end of 2021. On March 5, 2021, the FCA announced that representative LIBOR rates would no longer be available after June 30, 2023, in the case of overnight and one-, three-, six- and 12-month U.S. dollar LIBOR rates, and December 31, 2021, in the case of all other LIBOR rates.

The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial institutions, has announced the Secured Overnight Financing Rate ("SOFR") as its recommended alternative to U.S. dollar LIBOR. We have identified our contractual arrangements that will be impacted by the cessation of the remaining U.S. dollar LIBOR settings. We are actively working with counterparties to incorporate non-LIBOR reference rate and fallback language, when applicable, in new and existing contracts. The composition and characteristics of SOFR are not the same as LIBOR. As a result, there can be no assurance that SOFR or any other alternative reference rate will perform in the same manner as LIBOR would have at any time including without limitation, as a result of changes in interest and yield rates in the market, market volatility, or global or regional economic, financial, political, regulatory, judicial or other events.
The use of SOFR or another alternative reference rate could cause the interest rates on our borrowings under our applicable credit facilities to be materially different than expected, which could have an adverse effect on our financial position, results of operations and liquidity. In addition, we will continue to be subject to risk on outstanding instruments that rely on LIBOR. For example, although the rate at which dividends accumulate on our Class B Series 2 Preferred Stock and Class B Series 3 Preferred Stock may not exceed 8% per annum, there is currently uncertainty regarding the calculation of such rates following the applicable Initial Reset Date in the event that LIBOR ceases to exist. The use of SOFR or another alternative reference rate or other reforms relating to the calculation of dividends on our Class B Series 2 Preferred Stock and Class B Series 3 Preferred Stock could cause the dividends we pay on our Class B Series 2 Preferred Stock and Class B Series 3 Preferred Stock following the applicable Initial Reset Date to be materially different than expected, which could have an adverse effect on our financial position, results of operations and liquidity and cause us to attempt to amend the terms of our Class B Series 2 Preferred Stock and Class B Series 3 Preferred Stock, including by seeking shareholder approval of any such amendment.

In addition, the overall financial market may be disrupted as a result of the phaseout and replacement of LIBOR. Disruption in the financial market could have an adverse effect on our financial position, results of operations and liquidity.

ITEM 1B.    UNRESOLVED STAFF COMMENTS

    Not applicable.




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ITEM 2.    PROPERTIES

    We own or lease energy, agronomy, grain-handling and processing facilities and other real estate throughout the United States and internationally. Below is a summary of these locations by segment and related business. All facilities are owned except where indicated as leased.
DescriptionLocation(s)
Energy
RefineriesLaurel, Montana, and McPherson, Kansas
Propane terminals10 locations in Iowa, Maine, Minnesota, Missouri, North Dakota, Washington and Wisconsin; the locations in Glenwood, Minnesota; Hannaford, North Dakota; and Yakima, Washington, are owned by CHS; the location in Rockville, Minnesota, is 50% owned by CHS; all other locations are either fully or partially leased
Transportation terminals/repair facilities12 locations in Iowa, Kansas, Minnesota, Montana, North Dakota, South Dakota, Washington and Wisconsin
Petroleum and asphalt terminals/storage facilities11 locations in Montana, North Dakota and Wisconsin
Pipelines: 
Cenex Pipeline, LLC
Laurel, Montana, to Fargo, North Dakota
Front Range Pipeline, LLC
Canadian border to Laurel, Montana
Jayhawk Pipeline, LLC
Throughout Kansas, with branches in Nebraska, Oklahoma and Texas
Conway Pipeline
McPherson, Kansas, to Conway, Kansas
Kaw Pipe Line Company
Locations throughout Kansas
Osage Pipe Line Company, LLCOklahoma to Kansas (50% owned by CHS)
Zip Trip corporate headquartersLeased office space in Spokane, Washington
Convenience stores/gas stations40 locations in Colorado, Minnesota, Montana, Nebraska, North Dakota, South Dakota and Wyoming, six of which are leased
Lubricant plants/warehousesInver Grove Heights, Minnesota; Kenton, Ohio; and Amarillo, Texas; the location in Inver Grove Heights is leased
Ag
Global Grain & Processing
Grain terminals13 locations in the United States, including Iowa, Louisiana, Minnesota, Mississippi, Texas and Wisconsin
6 locations in Brazil
3 locations in Europe, including Hungary and Romania
Fertilizer terminalArgentina
Grain marketing offices2 locations in the United States, including Minnesota and Nebraska
15 locations in South America, including Argentina, Brazil, Paraguay and Uruguay
8 locations in Europe, including Bulgaria, Hungary, Italy, Romania, Serbia, Spain, Switzerland and Ukraine
4 locations in Asia, including China, Singapore, South Korea and Taiwan
All locations are leased other than the office in Rochester, Minnesota, which is owned
Oilseed facilitiesFairmont, Hallock and Mankato, Minnesota
Sunflower processing plantsFargo and Grandin, North Dakota
Storage and warehouse facilitiesJoliette, North Dakota; and a leased facility in Winkler, Canada
Ethanol plantsAnnawan and Rochelle, Illinois
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DescriptionLocation(s)
Country Operations
Agri-operations facilitiesApproximately 379 community locations (some of the facilities are on leased land) located in Colorado, Idaho, Illinois, Iowa, Kansas, Minnesota, Montana, Nebraska, North Dakota, Oklahoma, Oregon, South Dakota, Texas and Washington
Feed manufacturing facilitiesNine locations in Montana, North Dakota, Oregon and South Dakota
Wholesale Agronomy
Deep-water portGalveston, Texas
Terminals11 locations in Illinois, Iowa, Kentucky, Louisiana, Minnesota, South Dakota and Texas; facilities in Owensboro, Kentucky; and Galveston, Texas, are on leased land
Bulk chemical rail terminal facilityBrooten, Minnesota
Distribution warehouses28 locations in Arkansas, Idaho, Illinois, Iowa, Kansas, Michigan, Minnesota, Montana, Nebraska, North Dakota, Oklahoma, South Dakota, Texas, Washington and Wisconsin; all facilities are leased except those in Laurens, Iowa; Willmar, Minnesota (two locations); Fargo and Minot, North Dakota; and Black River Falls, Wisconsin
Corporate and Other
Corporate headquartersWe lease a 24-acre campus in Inver Grove Heights, Minnesota, consisting of one building with approximately 320,000 square feet of office space, and we own an additional nine acres of land adjacent to the leased property on which we have two smaller buildings with approximately 13,400 and 9,000 square feet of space
Office facilitiesLeased facilities in Eagan, Minnesota; Watertown and Sisseton, South Dakota; and Washington, District of Columbia
Agricultural land and related improvementsWe own approximately 179 acres of agricultural land and related improvements in central Michigan

ITEM 3.    LEGAL PROCEEDINGS

    For a description of our material pending legal proceedings, please see Note 17, Commitments and Contingencies, of the notes to the consolidated financial statements that are included in this Annual Report on Form 10-K.

ITEM 4.    MINE SAFETY DISCLOSURES

    Not applicable.

PART II

ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

    As a cooperative, we do not have common stock that is traded or otherwise outstanding. We did not sell any equity securities during the three years ended August 31, 2022, that were not registered under the Securities Act of 1933.

ITEM 6.    [RESERVED]

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ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

    This Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to provide a reader of our financial statements with a narrative from the perspective of our management regarding our financial condition and results of operations, liquidity and certain other factors that may affect our future results. Our MD&A is presented in the following sections:

Overview
Business Strategy
Fiscal 2022 Highlights
Fiscal 2023 Outlook
Operating Metrics
Results of Operations
Liquidity and Capital Resources
Critical Accounting Policies
Recent Accounting Pronouncements    

    Our MD&A should be read in conjunction with the accompanying audited financial statements and notes to those financial statements and the Cautionary Statement regarding forward-looking statements found in Part I, Item 1A of this Annual Report on Form 10-K.

Overview

    CHS Inc. is a diversified company that provides grain, food, agronomy and energy resources to businesses and consumers on a global scale. As a cooperative, we are owned by farmers, ranchers and member cooperatives across the United States. We also have preferred shareholders who own our five series of preferred stock, all of which are listed and traded on the Global Select Market of The Nasdaq Stock Market LLC. We operate in the following three reportable segments:

Energy. Produces and provides primarily for the wholesale distribution and transportation of petroleum products.
Ag. Purchases and further processes or resells grain and oilseed originated by our country operations and global grain businesses, by our member cooperatives and by third parties. It also includes our renewable fuels business and serves as a wholesaler and retailer of agronomy products.
Nitrogen Production. Produces and distributes nitrogen fertilizer. It consists of our equity method investment in CF Nitrogen and allocated expenses.

    In addition, our financing and hedging businesses, along with our nonconsolidated food production and distribution and wheat milling joint ventures, have been aggregated within our Corporate and Other category.
    
    The consolidated financial statements include the accounts of CHS and all subsidiaries and limited liability companies in which we have a controlling interest. The effects of all significant intercompany transactions have been eliminated.

    Corporate administrative expenses and interest are allocated to each reporting segment, and Corporate and Other, based on direct use of services, such as information technology and legal, and other factors or considerations relevant to the costs incurred.

    Management's Focus. When evaluating our operating performance, management focuses on gross profit and income before income taxes ("IBIT"). As a company that operates heavily in global commodities, there is significant unpredictability and volatility in pricing, costs and global trade volumes. Consequently, we focus on managing the margin we can earn and the resulting IBIT. We also focus on ensuring balance sheet strength through appropriate management of financial liquidity, leverage, capital allocation and cash flow optimization.

    Seasonality. Many of our business activities are highly seasonal and our operating results vary throughout the year. Our revenues generally trend lower during the second and fourth fiscal quarters and higher during the first and third fiscal quarters; however, our IBIT does not necessarily follow the same trend due to weather and other events that can impact profitability. For example, in our Ag segment, our country operations business generally experiences higher volumes and revenues during the fall harvest and spring planting seasons, which generally correspond to our first and third fiscal quarters, respectively. Additionally, our agronomy business generally experiences higher volumes and revenues during the spring planting season. Our global grain and processing operations are subject to fluctuations in volumes and revenues based on
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producer harvests, world grain prices, demand and international trade relationships. Our Energy segment generally experiences higher volumes and revenues in certain operating areas, such as refined products, in the spring, summer and early fall when gasoline and diesel fuel use by agricultural producers is highest and is subject to global supply and demand forces. Other energy products, such as propane, generally experience higher volumes and revenues during the winter heating and fall crop-drying seasons. The graphs below depict the seasonality inherent in our businesses.
chscp-20220831_g1.jpg
chscp-20220831_g2.jpg
* The COVID-19 pandemic started during the second quarter of fiscal 2020.

    Pricing and Volumes. Our revenues, assets and cash flows can be significantly affected by global market prices and sales volumes of commodities such as petroleum products, natural gas, grain, oilseed products and agronomy products. Changes in market prices for commodities we purchase without a corresponding change in the selling prices of those products can affect revenues and operating earnings. Similarly, increased or decreased sales volumes without a corresponding change in the purchase and selling prices of those products can affect revenues and operating earnings. Commodity prices and sales volumes are affected by a wide range of factors beyond our control, including weather, crop damage due to plant disease or insects, drought, availability/adequacy of supply of a commodity, availability of reliable rail and river transportation networks, disease outbreaks, government regulations and policies, global trade disputes, wars and civil unrest, and general political and/or economic conditions.

Business Strategy

    Our business strategies focus on an enterprisewide effort to create an experience that empowers customers to make CHS their first choice, expand market access to add value for our owners, and transform and evolve our core businesses by capitalizing on changing market dynamics. To execute these strategies, we are focused on implementing agile, efficient and sustainable new technology platforms; building robust and efficient supply chains; hiring, developing and retaining high-performing, diverse and passionate teams; achieving operational excellence and continuous improvement; and maintaining a strong balance sheet.
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Fiscal 2022 Highlights

Robust global demand, coupled with increased market volatility, resulted in higher commodity prices and significantly improved earnings.
Higher refining margins drove significantly improved earnings in our Energy segment that resulted from supply and demand factors, including trade flow disruptions caused by the Russian invasion of Ukraine and higher global demand for energy products as consumption outpaced supply.
Equity method investments performed well, with our CF Nitrogen investment being the largest contributor due to improved earnings as a result of market conditions driven by strong global demand for urea and UAN and decreased global supply.
Our global grain and processing and wholesale agronomy businesses in our Ag segment benefited from strong global demand and increased margins.

Fiscal 2023 Outlook

Our segments operate in cyclical environments in which market conditions can change rapidly with significant positive or negative impacts on our results. We anticipate that various macroeconomic factors, including the ongoing war between Russia and Ukraine, rising interest rates, and inflationary pressures increasing costs of labor, freight and materials, will continue to drive uncertainty and instability in global energy and agricultural commodity markets, as well as global financial markets, which could have a significant impact on each of our segments during fiscal 2023. In addition to these broad macroeconomic factors, the cost of renewable energy credits remains higher than historical levels, which could continue to negatively impact our profitability, and regional factors, such as unpredictable weather conditions, including those due to climate change, could impact demand for agricultural inputs and outputs, as well as our ability to supply those inputs and outputs. Although challenges remain, the imbalance between global supply and strong global demand for agricultural commodities is currently expected to result in continued market volatility and favorable pricing in fiscal 2023. We are unable to predict how long the current environment will last or the severity of the financial and operational impacts in fiscal 2023. Refer to Item 1A of this Annual Report on Form 10-K for additional consideration these risks may have on our business operations and financial performance.

In addition to navigating market conditions that impact our businesses, we will continue to take actions in an effort to execute on our enterprise priorities throughout fiscal 2023, including empowering and supporting our people, advancing our operating model by transforming how we work and adopting new technologies, and strategically investing in our infrastructure to meet the evolving needs of our owners and customers, enhance value for the cooperative system and propel sustainable growth.

























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Operating Metrics

Energy

    Our Energy segment operations primarily include our refineries in Laurel, Montana, and McPherson, Kansas, which process crude oil to produce refined products, including gasoline, distillates and other products. The following table provides information about our consolidated refinery operations:
Years Ended August 31,
20222021
Refinery throughput volumes(Barrels per day)
Heavy, high-sulfur crude oil103,525 96,175 
All other crude oil73,171 64,277 
Other feedstocks and blendstocks14,179 14,839 
Total refinery throughput volumes190,875 175,291 
Refined fuel yields
Gasolines89,084 86,860 
Distillates82,291 68,720 

    We are subject to the Renewable Fuel Standard that requires refiners to blend renewable fuels (e.g., ethanol and biodiesel) into their finished transportation fuels or purchase renewable energy credits, known as renewable identification numbers ("RINs"), in lieu of blending. The EPA generally establishes new annual renewable fuel percentage standards for each compliance year in the preceding year. In June 2022, the EPA issued a final renewable volume obligation ("RVO") for calendar years 2020 through 2022. The RVO for calendar year 2020 was lower than previously issued, and the RVO for calendar year 2021 was lower than anticipated as a result of lower demand for refined fuels that occurred during calendar year 2021 due to the COVID-19 pandemic. We generate RINs through our blending activities, but we cannot generate enough RINs to meet the needs of our refining capacity and RINs must be purchased on the open market. The price of RINs can be volatile, with prices for D6 ethanol RINs and D4 ethanol RINs rising by 15% and 21%, respectively, during fiscal 2022 compared to the prior year, which negatively impacted our earnings. Estimates of our RIN expense are calculated using an average RIN price each month.

    In addition to our internal operational reliability, the profitability of our Energy segment is largely driven by crack spreads (i.e., the price differential between refined products and inputs such as crude oil) and Western Canadian Select ("WCS") crude oil discounts (i.e., the price discount for WCS crude oil relative to West Texas Intermediate ("WTI") crude oil), which are driven by the supply and demand of refined products. Crack spreads and WCS crude oil discounts both increased in fiscal 2022, compared to the prior year, contributing to improved IBIT for the Energy segment. The table below provides information about average market reference prices and differentials that impacted our Energy segment:    
Years Ended August 31,
20222021
Market indicators
WTI crude oil (dollars per barrel)$91.84 $56.62 
WTI - WCS crude oil discount (dollars per barrel)$14.93 $11.52 
Group 3 2:1:1 crack spread (dollars per barrel)*$30.67 $14.95 
Group 3 5:3:2 crack spread (dollars per barrel)*$29.02 $14.86 
D6 ethanol RIN (dollars per RIN)$1.2859 $1.1221 
D4 ethanol RIN (dollars per RIN)$1.5560 $1.2856 
*Group 3 refers to the oil refining and distribution system serving the Midwest markets from the Gulf Coast through the Plains states.









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Ag

    Our Ag segment operations work together to facilitate production, purchase, sale and eventual use of grain and other agricultural commodities within the United States and internationally. Profitability in our Ag segment is largely driven by throughput and production volumes, as well as commodity price spreads; however, revenues and cost of goods sold ("COGS") are largely affected by market-driven commodity prices that are outside our control. The table below provides information about average market prices for agricultural commodities and our sales/throughput volumes that impacted our Ag segment for the years ended August 31, 2022 and 2021:
Years Ended August 31,
Market Source*20222021
Commodity prices
Corn (dollars per bushel)Chicago Board of Trade$6.45 $5.45 
Soybeans (dollars per bushel)Chicago Board of Trade$14.65 $13.37 
Wheat (dollars per bushel)Chicago Board of Trade$8.63 $6.52 
Urea (dollars per ton)Green Markets NOLA$644.93 $330.00 
Urea ammonium nitrate (dollars per ton)Green Markets NOLA$521.28 $216.00 
Ethanol (dollars per gallon)Chicago Platts$2.62 $1.86 
Volumes
Grain and oilseed (thousands of bushels)2,247,254 2,765,808 
North American grain and oilseed port throughput (thousands of bushels)674,350 867,880 
Wholesale crop nutrients (thousands of tons)6,589 8,088 
Ethanol (thousands of gallons)915,087 890,462 
*Market source information represents the average month-end price during the period.






























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Results of Operations

Consolidated Statements of Operations
Years Ended August 31,
20222021
Dollars% of Revenues*Dollars% of Revenues*
(In thousands)(In thousands)
Revenues$47,791,666 100.0 %$38,448,033 100.0 %
Cost of goods sold45,664,745 95.5 37,496,634 97.5 
Gross profit2,126,921 4.5 951,399 2.5 
Marketing, general and administrative expenses997,835 2.1 745,602 1.9 
Operating earnings1,129,086 2.4 205,797 0.5 
Interest expense114,156 0.2 104,565 0.3 
Other income(23,760)— (59,559)(0.2)
Equity income from investments(771,327)(1.6)(354,529)(0.9)
Income before income taxes1,810,017 3.8 515,320 1.3 
Income tax expense (benefit)132,116 0.3 (38,249)(0.1)
Net income1,677,901 3.5 553,569 1.4 
Net loss attributable to noncontrolling interests(861)— (383)— 
Net income attributable to CHS Inc. $1,678,762 3.5 %$553,952 1.4 %
*Amounts less than 0.1% are shown as zero percent. Percentage subtotals may differ due to rounding.

    The charts below detail revenues, net of intersegment revenues, and IBIT by reportable segment for fiscal 2022. Our Nitrogen Production reportable segment represents an equity method investment that records earnings and allocated expenses, but not revenues.
chscp-20220831_g3.jpg
chscp-20220831_g4.jpg
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Income (Loss) Before Income Taxes by Segment

Energy
Years Ended August 31,Change
20222021DollarsPercent
 (Dollars in thousands)
Income (loss) before income taxes$616,551 $(10,596)$627,147 5,918.7 %

The following waterfall analysis and commentary presents the changes in our Energy segment IBIT for the year ended August 31, 2022, compared to the prior year:
chscp-20220831_g5.jpg
*See commentary related to these changes in the marketing, general and administrative expenses, interest expense, other income and equity income from investments sections of this Results of Operations.

The change in Energy segment IBIT for fiscal 2022 reflects the following:
Higher crack spreads and increased WCS crude oil discounts reflect improved market conditions in our refined fuels business and contributed to a $1.0 billion increase of IBIT.
Increased refinery production volumes also contributed to increased IBIT of approximately $81.0 million as a result of the increased sales mix of higher-margin produced refined fuels, compared to the lower-margin purchased refined fuels.
Increased margins due to higher crack spreads and WCS crude oil discounts were partially offset by hedging-related losses of $128.0 million and other increased costs for refined fuels, including higher RIN and natural gas prices due to market conditions that contributed to decreased earnings of $74.0 million and $26.0 million, respectively. Additionally, the $35.3 million benefit associated with the liquidation of historical last-in, first out ("LIFO") layers for certain refined fuels inventories in the prior year did not reoccur in fiscal 2022.
Lower propane margins resulting from hedging-related losses and reversals of prior unrealized gains of $55.4 million during fiscal 2022 also partially offset the improved earnings in our refined fuels business.









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Ag
Years Ended August 31,Change
20222021DollarsPercent
 (Dollars in thousands)
Income before income taxes$657,586 $298,096 $359,490 120.6 %

    The following waterfall analysis and commentary presents the changes in our Ag segment IBIT for the year ended August 31, 2022, compared to the prior year:
chscp-20220831_g6.jpg
*See commentary related to these changes in the marketing, general and administrative expenses, interest expense, other income and equity income from investments sections of this Results of Operations.

The change in Ag segment IBIT for fiscal 2022 reflects the following:
Increased margins across all our Ag segment product categories, including:
$145.1 million increase for grain and oilseed that resulted primarily from strong global demand and mark-to-market changes associated with our commodity derivatives, including unrealized gains;
$119.6 million increase for wholesale agronomy products, which resulted from strong global market demand and global supply disruptions;
$105.6 million increase for oilseed processing as a result of strong meal and oil demand; and
$103.9 million increase for feed and farm supplies due to strong demand and global supply disruptions.
Decreased volumes due to supply chain constraints and less favorable weather conditions during the planting and application season during fiscal 2022 resulted in a $106.3 million decrease for feed and farm supplies, which was partially offset by the net impact of other volume changes in other Ag segment product categories.

All Other Segments
Years Ended August 31,Change
20222021DollarsPercent
 (Dollars in thousands)
Nitrogen Production IBIT*$477,985 $121,035 $356,950 294.9 %
Corporate and Other IBIT$57,895 $106,785 $(48,890)(45.8)%
*See Note 6, Investments, of the notes to the consolidated financial statements included in this Annual Report on Form 10-K for additional information.

    Our Nitrogen Production segment IBIT increased as a result of higher equity income attributed to increased sale prices of urea and UAN due to strong global demand and decreased global supply, which was partially offset by higher natural gas costs. Corporate and Other IBIT decreased due to a combination of factors, including decreased equity method income from our investment in Ventura Foods, as a result of less favorable market conditions for edible oils and investment gains during the prior year that did not reoccur during the current year.
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Revenues by Segment

Energy
Years Ended August 31,Change
20222021DollarsPercent
 (Dollars in thousands)
Revenues$10,294,774 $6,375,261 $3,919,513 61.5 %

    The following waterfall analysis and commentary presents the changes in our Energy segment revenues for the year ended August 31, 2022, compared to the prior year:
chscp-20220831_g7.jpg
The change in Energy segment revenues for fiscal 2022 reflects the following:
Increased selling prices for refined fuels due to global market conditions contributed to $3.5 billion greater revenues.
Increased selling prices for propane as a result of global market conditions during fiscal 2022 also positively impacted revenues by $370.7 million.
Lower volumes of propane resulted from lower demand driven by warmer weather conditions and less crop-drying activity, which contributed to decreased revenues of $27.3 million.
Lower volumes of refined fuels resulted from lower demand due to high gasoline prices and contributed to decreased revenues of $19.6 million.












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Table of Contents
Ag
Years Ended August 31,Change
20222021DollarsPercent
 (Dollars in thousands)
Revenues$37,460,211 $32,035,342 $5,424,869 16.9 %

    The following waterfall analysis and commentary presents the changes in our Ag segment revenues for the year ended August 31, 2022, compared to the prior year:
chscp-20220831_g8.jpg
The change in Ag segment revenues for fiscal 2022 reflects the following:
Higher pricing attributed to market-driven price increases across all of our Ag segment product categories, including:
$6.4 billion increase in revenues for grain and oilseed driven by increased global demand;
$1.5 billion increase for feed and farm supplies due to strong demand and constrained supply;
$1.5 billion increase for wholesale agronomy products resulting from strong global market demand and global supply disruptions;
$721.1 million increase for renewable fuels resulting from demand driven higher prices; and
$541.0 million increase for oilseed processing due to strong meal and oil demand.
Lower volumes of grain and oilseed contributed to a $4.2 billion decrease in revenues. Decreased volumes resulted from a combination of factors, including the prior year experiencing elevated volumes following the Phase One trade agreement with China, which have since plateaued; a business model change at our TEMCO equity method investment during the second quarter of fiscal 2021 that resulted in reduced revenues and COGS during fiscal 2022 on certain transactions associated with TEMCO; lower crop yields due to drought conditions experienced in portions of our North American trade territory; and the impact of Hurricane Ida on our grain export terminal in Myrtle Grove, Louisiana, during the first quarter of fiscal 2022.
The remaining volume decrease was experienced across most of our other Ag segment product categories, including an $843.1 million decrease for feed and farm supplies due to supply chain constraints and less favorable weather conditions during the spring planting and application season compared to the prior year.





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All Other Segments*
Years Ended August 31,Change
20222021DollarsPercent
 (Dollars in thousands)
Corporate and Other revenues$36,681 37,430 $(749)(2.0)%
*Our Nitrogen Production reportable segment represents an equity method investment that records earnings and allocated expenses, but not revenues.
    
There were no significant changes to revenues for Corporate and Other during fiscal 2022 compared to the prior year.

Cost of Goods Sold by Segment

Energy
Years Ended August 31,Change
20222021DollarsPercent
 (Dollars in thousands)
Cost of goods sold$9,358,627 $6,183,864 $3,174,763 51.3 %

    The following waterfall analysis and commentary presents the changes in our Energy segment COGS for the year ended August 31, 2022, compared to the prior year:
chscp-20220831_g9.jpg
The change in Energy segment COGS for fiscal 2022 reflects the following:
Increased costs for refined fuels resulting from global market conditions contributed to a $2.7 billion increase in COGS.
Higher costs for propane as a result of global market conditions, including the impact of hedging-related losses and reversals of prior unrealized gains, resulted in a $434.8 million increase in COGS.
Lower volumes of propane resulted from lower demand driven by warmer weather conditions and less crop-drying activity, which contributed to decreased COGS of $26.2 million.
Lower volumes of refined fuels resulted from lower demand due to high gasoline prices and contributed to decreased COGS of $19.3 million.







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Ag
Years Ended August 31,Change
20222021DollarsPercent
 (Dollars in thousands)
Cost of goods sold$36,308,514 $31,322,491 $4,986,023 15.9 %

    The following waterfall analysis and commentary presents the changes in our Ag segment COGS for the year ended August 31, 2022, compared to the prior year:
chscp-20220831_g10.jpg
The change in Ag segment COGS for fiscal 2022 reflects the following:
Higher costs attributed to market-driven price increases across all our Ag segment product categories, including:
$6.3 billion increase for grain and oilseed driven by increased global demand;
$1.4 billion increase for feed and farm supplies due to strong demand and constrained supply;
$1.3 billion increase for wholesale agronomy products resulting from strong global market demand and global supply disruptions;
$666.0 million increase for renewable fuels resulting from high demand driving higher prices; and
$435.5 million increase for oilseed processing due to strong meal and oil demand.
Lower volumes of grain and oilseed contributed to a $4.2 billion decrease in COGS. The decreased volumes resulted from a combination of factors, including the prior year experiencing elevated volumes following the Phase One trade agreement with China, which has since plateaued; a business model change at our TEMCO equity method investment during the second quarter of fiscal 2021 that resulted in reduced revenues and COGS during fiscal 2022 on certain transactions associated with TEMCO; lower crop yields due to drought conditions experienced in portions of our North American trade territory; and the impact of Hurricane Ida on our grain export terminal in Myrtle Grove, Louisiana, during the first quarter of fiscal 2022.
The remaining volume decrease was experienced across most of our other Ag segment product categories, including a $736.8 million decrease for feed and farm supplies due to supply chain constraints and less favorable weather conditions during the spring planting and application season compared to the prior year.





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Table of Contents
All Other Segments
Years Ended August 31,Change
20222021DollarsPercent
 (Dollars in thousands)
Nitrogen Production COGS$1,669 $1,650 $19 1.2%
Corporate and Other COGS$(4,065)$(11,370)$7,305 64.2%

    There were no significant changes to COGS for our Nitrogen Production segment or Corporate and Other during fiscal 2022 compared to the prior year.

Marketing, General and Administrative Expenses
Years Ended August 31,Change
20222021DollarsPercent
 (Dollars in thousands)
Marketing, general and administrative expenses$997,835 $745,602 $252,233 33.8 %

    Marketing, general and administrative expenses increased during fiscal 2022 primarily due to higher performance-based incentive compensation accruals driven by improved financial results in comparison to the prior year and, to a lesser extent, increased external consulting expenses for projects such as our enterprise resource planning system implementation and strategic adjustments to our operating model.

Interest Expense
Years Ended August 31,Change
20222021DollarsPercent
 (Dollars in thousands)
Interest expense$114,156 $104,565 $9,591 9.2 %

    Interest expense increased during fiscal 2022 as a result of higher interest rates compared to the prior year, particularly during the second half of fiscal 2022 as the U.S. Federal Reserve and other foreign equivalents raised interest rates. The increase was partially offset by decreased average outstanding debt balances compared to the prior year.

Other Income
Years Ended August 31,Change
20222021DollarsPercent
 (Dollars in thousands)
Other income$23,760 $59,559 $(35,799)(60.1)%

    Other income decreased during fiscal 2022, primarily due to investment gains during the prior year that did not reoccur during fiscal 2022, impairment of certain held-for-sale assets and fewer gains on the sale of businesses during fiscal 2022.

Equity Income from Investments
Years Ended August 31,Change
20222021DollarsPercent
 (Dollars in thousands)
Equity income from investments*$771,327 $354,529 $416,798 117.6 %
*See Note 6, Investments, of the notes to the consolidated financial statements that are included in this Annual Report on Form 10-K for additional information.
    
Equity income from investments increased during fiscal 2022 compared to the prior year, primarily due to increased income associated with our equity method investment in CF Nitrogen. CF Nitrogen experienced increased sale prices of urea and UAN due to strong global demand and decreased global supply.

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Income Tax Expense (Benefit)
Years Ended August 31,Change
20222021DollarsPercent
 (Dollars in thousands)
Income tax expense (benefit)$132,116 $(38,249)$170,365 445.4 %

    Increased income tax expense primarily resulted from increased nonpatronage earnings and other nondeductible items during fiscal 2022. Federal and state statutory rates applied to nonpatronage business activity were 24.4% and 24.5% for the years ended August 31, 2022 and 2021, respectively. Income taxes and effective tax rates vary each year based upon profitability and nonpatronage business activity, which resulted in effective tax rates of 7.3% and (7.4)% for the years ended August 31, 2022 and 2021, respectively.

Comparison of Results of Operations for the Years Ended August 31, 2021 and 2020

    For a discussion of results of operations for fiscal 2021 compared to fiscal 2020, please refer to Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended August 31, 2021, filed with the SEC on November 4, 2021. Combining the Foods segment in our Corporate and Other category during fiscal 2022 did not have a material impact on our comparison of results of operations for the years ended August 31, 2022 and 2021, as relevant year-over-year changes for the Foods segment were discussed within the Corporate and Other category.

Liquidity and Capital Resources

    In assessing our financial condition, we consider factors such as working capital, internal benchmarking related to our applicable covenants and other financial information. The following financial information is used when assessing our liquidity and capital resources to meet our capital allocation priorities, which include maintaining the safety and compliance of our operations, paying interest on debt and preferred stock dividends, returning cash to our member-owners in the form of cash patronage and equity redemptions and taking advantage of strategic opportunities that benefit our member-owners:
August 31,
20222021
 (Dollars in thousands)
Cash and cash equivalents$793,957 $413,159 
Notes payable606,719 1,740,859 
Long-term debt including current maturities1,958,814 1,618,361 
Total equities9,461,266 9,017,326 
Working capital2,425,878 1,672,938 
Current ratio*1.3 1.3 
*Current ratio is defined as current assets divided by current liabilities.

Summary of Our Major Sources of Cash and Cash Equivalents

We fund our current operations primarily through a combination of cash flows from operations supplemented with short-term borrowings through our committed and uncommitted revolving credit facilities, including our securitization facility with certain unaffiliated financial institutions ("Securitization Facility") and our repurchase facility relating thereto ("Repurchase Facility"). We fund certain of our long-term capital needs, primarily those related to acquisitions of property, plant and equipment, with cash flows from operations and by issuing long-term debt. See Note 9, Notes Payable and Long-Term Debt, of the notes to the consolidated financial statements that are included in this Annual Report on Form 10-K for additional information on our short-term borrowings and long-term debt, including tables with summarized long-term debt outstanding. We will continue to consider opportunities to further diversify and enhance our sources and amounts of liquidity.

On August 30, 2022, the Securitization Facility and Repurchase Facility were amended to extend their respective maturity dates to August 29, 2023, and increase the maximum committed availability under the Securitization Facility to $850.0 million from $700.0 million.

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On February 19, 2021, we amended our 10-year term loan facility to convert the entire $366.0 million aggregate principle amount outstanding thereunder into a revolving loan, which could be paid down and readvanced in an amount up to the referenced $366.0 million until February 19, 2022. On February 19, 2022, the total advanced loan balance of $366.0 million reverted to a non-revolving term loan that is payable on September 4, 2025.

Summary of Our Major Uses of Cash and Cash Equivalents

Annually, our Board of Directors approves our capital expenditure budget. Our fiscal 2023 capital expenditure priorities include maintaining our assets through maintenance; complying with environmental, health and safety requirements; enhancing information technology capabilities; improving productivity; and growth. Our refining business requires continued investment in our refining process to maintain its safety, operational reliability and profitability. In addition, our Board of Directors annually approves our cash patronage and equity redemptions to be paid in fiscal 2023, based on fiscal 2022 financial performance. The following is a summary of our primary cash requirements for fiscal 2023:

Capital expenditures. We expect total capital expenditures for fiscal 2023 to be approximately $887.2 million, compared to capital expenditures of $354.4 million in fiscal 2022. Increased capital expenditures for fiscal 2023 are for investments in our infrastructure to meet the evolving needs of our owners and customers, enhance value for the cooperative system and propel sustainable growth. Excluded from the capital expenditures for fiscal 2023 is approximately $236.0 million for major maintenance at our Laurel and McPherson refineries.
Preferred stock dividends. We had approximately $2.3 billion of preferred stock outstanding as of August 31, 2022. We expect to pay dividends on our preferred stock of approximately $168.7 million during fiscal 2023.
Patronage. Our Board of Directors authorized approximately $500.0 million of our fiscal 2022 patronage-sourced earnings to be paid to our member-owners during fiscal 2023.
Equity redemptions. Our Board of Directors has authorized equity redemptions of up to $500.0 million to be distributed in fiscal 2023 in the form of redemptions of qualified and nonqualified equity owned by individual producer-members and association members. The Board of Directors will continue to periodically evaluate the level of equity redemption activity throughout fiscal 2023 with respect to the amounts it has authorized for redemption during the fiscal year.

We believe cash generated by operating and investing activities, along with available borrowing capacity under our credit facilities, will be sufficient to support our operations for the foreseeable future. Our notes payable and long-term debt are subject to various restrictive requirements for maintenance of minimum consolidated net worth and other financial ratios. We were in compliance with all our debt covenants and restrictions as of August 31, 2022. Based on our current 2023 projections, we expect continued covenant compliance.

Working Capital

    We measure working capital as current assets less current liabilities and believe this information is meaningful to investors as a measure of operational efficiency and short-term financial health. Working capital is not defined under U.S. GAAP and may not be computed the same as similarly titled measures used by other companies. Working capital as of August 31, 2022 and 2021, is as follows:

20222021Change
 (Dollars in thousands)
Current assets$9,377,847 $7,998,951 $1,378,896 
Less current liabilities6,951,969 6,326,013 625,956 
Working capital $2,425,878 $1,672,938 $752,940 

As of August 31, 2022, working capital increased by $752.9 million compared with August 31, 2021. Current asset balance changes increased working capital by $1.4 billion, primarily due to increases in receivables, which were driven by higher commodity prices. Current liabilities balance changes decreased working capital by $626.0 million, primarily due to an increase in our dividends and equities payable for our cash patronage and equity redemptions to be paid to owners in fiscal 2023.

We finance our working capital needs through committed and uncommitted lines of credit with domestic and international banks. We believe our current cash balances and available capacity on our committed and uncommitted lines of credit will provide adequate liquidity to meet our working capital needs.

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Contractual Obligations

Our estimated future obligations as of August 31, 2022, include both current and long-term obligations. During fiscal 2023, we have a current obligation to repay $283.1 million of long-term debt, as well as $78.6 million of interest related to long-term debt. Beyond fiscal 2023, our long-term debt obligation is $1.6 billion and interest payments related to long-term debt of $378.9 million. For finance leases, we have a current and long-term obligation of $8.6 million and $48.5 million, respectively. For operating leases, we have a current and long-term obligation of $57.9 million and $227.2 million, respectively. See Note 9, Notes Payable and Long-Term Debt, and Note 19, Leases, of the notes to the consolidated financial statements that are included in this Annual Report on Form 10-K for additional information on our long-term debt and leases, respectively. We enter into purchase obligations that are legally binding and into enforceable agreements to purchase goods or services that specify all significant terms, including fixed or minimum quantities to be purchased and fixed or estimated prices to be paid at the time of settlement. Our current and long-term obligation for such arrangements is $9.1 billion and $1.1 billion, respectively.

Cash Flows
Years Ended August 31,
20222021Change
 (Dollars in thousands)
Net cash provided by operating activities$1,946,518 $757,811 $1,188,707 
Net cash used in investing activities(457,084)(101,672)(355,412)
Net cash used in financing activities(1,113,688)(326,585)(787,103)
Effect of exchange rate changes on cash and cash equivalents(14,756)(4,063)(10,693)
Net increase in cash and cash equivalents and restricted cash$360,990 $325,491 $35,499 

    Cash flows from operating activities can fluctuate significantly from period to period as a result of various factors, including seasonality and timing differences associated with purchases, sales, taxes and other business decisions. The $1.2 billion increase in cash provided by operating activities in fiscal 2022 is primarily the result of higher net income during fiscal 2022 compared to fiscal 2021, including a $424.8 million increase in cash distributions from our equity investment in CF Nitrogen during 2022 compared to the prior year.

The $355.4 million increase in cash used in investing activities in fiscal 2022 reflects increases in our CHS Capital notes receivables primarily due to increases in funding for producer borrowers from increased marketing of programs and higher commodity prices.

The $787.1 million increase in cash used in financing activities in fiscal 2022 primarily reflects decreased net cash inflows associated with our notes payable during fiscal 2022. The increase is also partially due to higher amounts paid for cash patronage and equity redemptions in fiscal 2022 compared to the prior fiscal year.

Critical Accounting Policies

    Our consolidated financial statements are prepared in conformity with U.S. GAAP. Preparation of these consolidated financial statements requires use of estimates, as well as management's judgments and assumptions regarding matters that are subjective, uncertain or involve a high degree of complexity, all of which affect the results of operations and financial condition for the periods presented. We believe the following accounting policies are critical to our consolidated financial statements and may involve a higher degree of estimates, judgments and complexity.

Inventory Valuation and Reserves

    Grain, processed grain, oilseed, processed oilseed and other minimally processed soy-based inventories are stated at net realizable value. All other inventories are stated at the lower of cost or net realizable value. The costs of certain energy inventories (wholesale refined products, crude oil and asphalt) are determined on the LIFO method; all other inventories of nongrain products purchased for resale are valued on the first-in, first-out ("FIFO") and average cost methods. Estimates are used in determining the net realizable values of grain and oilseed and processed grain and oilseed inventories. These estimates include using inputs that are generally based on exchange-traded prices and/or recent market bids and offers, including location-specific adjustments. If estimates regarding the valuation of inventories are less favorable than management's assumptions, write-downs of inventories may be required.
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Derivative Financial Instruments

    We enter into exchange-traded commodity futures and options contracts to hedge our exposure to price fluctuations on energy, grain and oilseed transactions to the extent considered practicable for minimizing risk. Futures and options contracts used for hedging are purchased and sold through regulated commodity exchanges. We also use over-the-counter instruments to hedge our exposure on fixed-price contracts. Fluctuations in inventory valuations, however, may not be completely hedged due in part to the absence of satisfactory hedging facilities for certain commodities and geographical areas and in part to our assessment of our exposure from expected price fluctuations. We also manage our risks by entering into fixed-price purchase contracts with preapproved producers and establishing appropriate limits for individual suppliers. Fixed-price sales contracts are entered into with customers of acceptable creditworthiness, as internally evaluated. The fair values of futures and options contracts are determined primarily from quotes listed on regulated commodity exchanges. Fixed-price purchase and sales contracts are with various counterparties, and the fair values of such contracts are determined from the market price of the underlying product. We are exposed to loss in the event of nonperformance by the counterparties to the contracts and, therefore, contract values are reviewed and adjusted to reflect potential nonperformance. Risk of nonperformance by counterparties includes the inability to perform because of a counterparty's financial condition and a risk that the counterparty will refuse to perform on a contract during periods of price fluctuations where contract prices are significantly different from the current market prices.

Pension and Other Postretirement Benefits

    Pension and other postretirement benefits costs and obligations depend on assumptions used in calculating such amounts. These assumptions include discount rates, health care cost trend rates, benefits earned, interest costs, expected return on plan assets, mortality rates and other factors. In accordance with U.S. GAAP, actual results that differ from the assumptions are accumulated and amortized over future periods and therefore generally affect recognized expenses and the recorded obligations in future periods. While our management believes the assumptions used are appropriate, differences in actual experience or changes in assumptions may affect our pension and other postretirement obligations and future expenses.

Deferred Tax Assets and Uncertain Tax Positions

We assess whether a valuation allowance is necessary to reduce our deferred tax assets to the amount we believe is more likely than not to be realized. While we have considered future taxable income, as well as other factors, in assessing the need for the valuation allowance, in the event that we were to determine that we would not be able to realize all or part of our net deferred tax assets in the future, an adjustment to our deferred tax assets would be charged to income in the period such determination was made. We are also significantly impacted by the utilization of tax credits, some of which were passed to us from the McPherson refinery, related to refinery upgrades that enable us to produce ultra-low-sulfur fuels. Our tax credit carryforwards are available to offset future federal and state tax liabilities with the tax credits becoming unavailable to us if not used by their expiration date. Our net operating loss carryforwards for tax purposes are available to offset future taxable income. If our loss carryforwards are not used, they will expire.

    Tax benefits related to uncertain tax positions are recognized in our financial statements if it is more likely than not that the position would be sustained upon examination by a tax authority that has full knowledge of all relevant information. The benefits are measured using a cumulative probability approach. Under this approach, we record in our financial statements the greatest amount of tax benefits that have a more than 50% probability of being realized upon final settlement with the tax authorities. In determining these tax benefits, we assign probabilities to a range of outcomes that we feel we could ultimately settle on with the tax authorities using all relevant facts and information available at the reporting date. Due to the complexity of these uncertainties, the ultimate resolution may result in a benefit that is materially different than our current estimate.

Long-Lived Assets

    Property, plant and equipment is depreciated or amortized over the expected useful lives of individual or groups of assets based on the straight-line method. Economic circumstances or other factors may cause management's estimates of expected useful lives to differ from actual useful lives.

    All long-lived assets, including property, plant and equipment, goodwill, investments in unconsolidated affiliates and other identifiable intangibles, are evaluated for impairment in accordance with U.S. GAAP, at least annually for goodwill, and whenever events or changes in circumstances indicate the carrying amount of a long-lived asset or asset group may not be recoverable. For goodwill, our annual impairment testing occurs in our fourth quarter. An impaired asset is written down to its estimated fair value based on the best information available. Fair value is generally measured by discounting estimated future
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cash flows. Considerable management judgment is necessary to estimate discounted future cash flows and our estimates may differ from actual results.

    We have asset retirement obligations with respect to certain of our refineries and other assets due to various legal obligations to clean and/or dispose of the component parts at the time they are retired. In most cases, these assets can be used for extended and indeterminate periods of time, as long as they are properly maintained and/or upgraded. It is our practice and current intent to maintain refineries and related assets and to continue making improvements to those assets based on technological advances. As a result, we believe our refineries and related assets have indeterminate lives for purposes of estimating asset retirement obligations because dates or ranges of dates upon which we would retire a refinery and related assets cannot reasonably be estimated at this time. When a date or range of dates can reasonably be estimated for the retirement of any component part of a refinery or other asset, we will estimate the cost of performing the retirement activities and record a liability for the fair value of that future cost.

    We have other assets that we may be obligated to dismantle at the end of corresponding lease terms subject to the lessor's discretion for which we have recorded asset retirement obligations. Based on our estimates of the timing, cost and probability of removal, these obligations are not material.

Recent Accounting Pronouncements

    No recent accounting pronouncements are expected to have a material impact on our consolidated financial statements.

ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Commodity Price Risk

    When we enter into a commodity purchase or sales commitment, we incur risks related to price changes and performance including delivery, quality, quantity and shipment period. In the event that market prices decrease, we are exposed to risk of loss for the market value of inventory and purchase contracts with fixed- or partially fixed-prices. Conversely, we are exposed to risk of loss on our fixed- or partially fixed-price sales contracts in the event that market prices increase.

    Our use of hedging reduces exposure to price volatility by protecting against adverse short-term price movements but also limits the benefits of favorable short-term price movements. To reduce the price risk associated with fixed-price commitments, we generally enter into commodity derivative contracts, to the extent practical, to achieve a net commodity position within the formal position limits we have established and deemed prudent for each commodity. These contracts are primarily transacted through our FCM on regulated commodity futures exchanges, but may include over-the-counter derivative instruments when deemed appropriate. These contracts are recorded at fair values based on quotes listed on regulated commodity exchanges or the market prices of the underlying products listed on the exchanges, except that certain contracts are accounted for as normal purchase and normal sales transactions. For commodities where there is no liquid derivative contract, risk is managed through the use of forward sales contracts, other pricing arrangements and, to some extent, futures contracts in highly correlated commodities. These contracts are economic hedges of price risk, but are not designated as hedging instruments for accounting purposes. Unrealized gains and losses on these contracts are recognized in cost of goods sold in our Consolidated Statements of Operations.
    When a futures position is established, the initial margin must be deposited with the applicable exchange or broker. The amount of margin required varies by commodity and is set by the applicable exchange at its sole discretion. If the market price relative to a short futures position increases, an additional margin deposit would be required. Similarly, a margin deposit would be required if the market price relative to a long futures position decreases. Conversely, if the market price increases relative to a long futures position or decreases relative to a short futures position, margin deposits may be returned by the applicable exchange or broker.
    Our policy is to manage our commodity price risk exposure according to internal policies and in alignment with our tolerance for risk. It is our policy that our profitability should come from operations, primarily derived from margins on products sold and grain merchandised, not from hedging transactions. At any one time, inventory and purchase contracts for delivery to us may be substantial. We have risk management policies and procedures that include established net physical position limits. These limits are defined for each commodity and business unit, and business units may include both trader and management limits as appropriate. The limits policy is overseen at a high level by our corporate middle office and compliance team, with day-to-day monitoring procedures being implemented within each individual business unit to ensure any limits overages are explained and exposures reduced, or a temporary limit increase is established if needed. The position limits are
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reviewed at least annually with our senior leadership and the Board of Directors. We monitor current market conditions and may expand or reduce our net position limits or procedures in response to changes in those conditions.
    The use of hedging instruments does not protect against nonperformance by counterparties to cash contracts. We evaluate counterparty exposure by reviewing contracts and adjusting the values to reflect potential nonperformance. Risk of nonperformance by counterparties includes the inability to perform because of a counterparty's financial condition and the risk that the counterparty will refuse to perform on a contract during periods of price fluctuations where contract prices are significantly different from current market prices. We manage these risks by entering into fixed-price purchase and sales contracts with preapproved producers and by establishing appropriate limits for individual suppliers. Fixed-price contracts are entered into with customers of acceptable creditworthiness, as internally evaluated. Regarding our use of derivatives, we transact in exchange traded instruments or enter into over-the-counter derivatives that primarily clear through our FCM, which limits our counterparty exposure relative to hedging activities. Historically, we have not experienced significant events of nonperformance on open contracts. Accordingly, we only adjust the estimated fair values of specifically identified contracts for nonperformance. Although we have established policies and procedures, we make no assurances that historical nonperformance experience will carry forward to future periods.
Based on our net fair market value calculation as of August 31, 2022, a 10% adverse change in market prices would not materially affect our results of operations. While we use commodity futures and forward contracts as economic hedges of price risk and our operations have effective economic hedging requirements as a general practice, we cannot ensure that these risk management activities will offset all financial impact resulting from an adverse change in market prices. Factors that could impact the effectiveness of our hedging activities include the accuracy of our forecasts, volatility of the commodity markets and availability of hedging instruments. Utilization of derivatives and hedging activities is described more fully in Note 15, Derivative Financial Instruments and Hedging Activities, and Note 16, Fair Value Measurements, of the notes to our consolidated financial statements included in this Annual Report on Form 10-K.

Interest Rate Risk

    Debt used to finance our working capital needs is represented by short-term notes payable, so our blended interest rate for all such notes approximates current market rates. The table below provides information about our outstanding debt that is sensitive to changes in interest rates. The table presents scheduled contractual principal payments and related weighted average interest rates for the fiscal years presented.
Expected Maturity DateTotalFair Value
Liability
20232024202520262027Thereafter
 (Dollars in thousands)
Liabilities:        
Variable rate miscellaneous
short-term notes payable
$459,398$— $— $— $— $— $459,398$459,398 
Average interest rate4.4 %— — — — — 4.4 %— 
Variable rate CHS Capital short-term notes payable$147,321$— $— $— $— $— $147,321$147,321 
Average interest rate1.3 %— — — — — 1.3 %— 
Fixed rate long-term debt$283,066$882$330,344$80,020$58,021$795,000$1,547,333$1,483,478 
Average interest rate4.5 %6.7 %4.2 %4.8 %4.7 %4.3 %4.4 %— 
Variable rate long-term debt$— $— $— $366,000$— $— $366,000$341,078 
Average interest rate (a)
— — — 4.0 %— — 4.0 %— 
(a) Borrowings are variable under the agreement and bear interest at a base rate plus an applicable margin.

Foreign Currency Risk

    We were exposed to risk regarding foreign currency fluctuations during fiscal 2022 and in prior years even though a substantial amount of our international sales were denominated in U.S. dollars. In addition to specific transactional exposure, foreign currency fluctuations can impact the ability of foreign buyers to purchase U.S. agricultural products and the competitiveness of U.S. agricultural products compared to the same products offered by alternative sources of world supply. From time to time, we enter into foreign currency hedge contracts to minimize the impact of currency fluctuations on our transactional exposures. The notional amount of our foreign exchange derivative contracts was $1.9 billion and $1.2 billion as of August 31, 2022 and 2021, respectively.
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ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

    The financial statements listed in Item 15(a)(1) of this Annual Report on Form 10-K are set forth beginning on page F-1. Financial statement schedules are included in Schedule II in Item 15(a)(2) of this Annual Report on Form 10-K.

ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

    None.

ITEM 9A.    CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

    Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended ("Exchange Act")), as of August 31, 2022. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of that date, our disclosure controls and procedures were effective.

Management's Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Our internal control system is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projecting any evaluation of effectiveness to future periods is subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013). Based on management's assessment using this framework, management concluded that, as of August 31, 2022, our internal control over financial reporting was effective.

This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our independent registered public accounting firm pursuant to the Financial Reform Bill passed in July 2010 that permits us to provide only management's report in this Annual Report on Form 10-K.

Changes in Internal Control Over Financial Reporting

There have been no changes in internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the quarter ended August 31, 2022, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B.    OTHER INFORMATION

On November 1, 2022, we and Mr. Debertin entered into an amendment ("Employment Agreement Amendment No. 3") to the employment agreement we entered into with Mr. Debertin on May 22, 2017 ("Employment Agreement"), as previously amended on November 5, 2020 ("Amendment No. 1") and on November 4, 2021 ("Amendment No. 2"), pursuant to which the term of the Employment Agreement was extended to August 31, 2026 and the termination provisions of the Employment Agreement were amended to provide that Mr. Debertin would receive welfare benefit continuation for two years following the termination of his employment, if he chooses to retire on or after August 31, 2025.

The foregoing description of the Employment Agreement Amendment No. 3 does not purport to be complete and is qualified in its entirety by reference to Employment Agreement Amendment No. 3, which is filed as Exhibit 10.1C to this Annual Report on Form 10-K and is incorporated herein by reference.

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ITEM 9C.    DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.
PART III

ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

BOARD OF DIRECTORS

    The table below provides certain information regarding each of our directors, as of August 31, 2022:
NameAgeDirector
Region
Director Since
David Beckman6282018
Clinton J. Blew4582010
Hal Clemensen6242019
Scott Cordes6112017
Jon Erickson6232011
Mark Farrell6352016
Steve Fritel6732003
Alan Holm6212013
David Johnsrud6812012
Tracy Jones5952017
David Kayser6342006
Russell Kehl4762017
Perry Meyer6812014
Steve Riegel7082006
Daniel Schurr5772006
Kevin Throener5032019
Cortney Wagner4422020

    As a cooperative, members of our Board of Directors are nominated and elected by our members as required by our bylaws. As described below under "Director Elections and Voting," to ensure geographic representation of our members, the Board of Directors represents eight regions in which our members are located. The members in each region nominate and elect the number of directors for that region as set forth in our bylaws. Neither management nor the incumbent directors have any control over the nominating process for directors. As described below under "Director Elections and Voting," to be eligible for service as a director, a nominee must, among other things, (i) be an active farmer or rancher, (ii) be a Class A individual member of CHS or a member of a cooperative association member and (iii) reside in the geographic region from which he or she is nominated. In general, our directors operate large commercial agricultural enterprises, which require expertise in all areas of management, including financial oversight. Nearly all directors also have experience serving on local cooperative association boards and all participate in a variety of agricultural and community organizations. Our directors complete the National Association of Corporate Directors comprehensive Director Professionalism course and earn the Certificate of Director Education.

    David Beckman has been a member of the CHS Board of Directors since 2018. He is a member of the Audit Committee and CHS Foundation Board of Trustees. He is secretary of the Nebraska Cooperative Council and former board chair for Central Valley Ag Cooperative in York, Nebraska. He holds a bachelor's degree in agronomy from the University of Nebraska-Lincoln. Mr. Beckman's principal occupation has been farming for more than five years. In partnership with his family, he raises irrigated corn and soybeans and operates a custom hog-feeding operation near Elgin, Nebraska.

    Clinton J. Blew, First Vice Chair, has been a member of the CHS Board of Directors since 2010. Since 2017, Mr. Blew has served as first vice chair of the Executive Committee of the Board. He also serves on the Audit and Corporate Risk Committees. He is a member of the board of directors of Mid Kansas Coop, Moundridge, Kansas, and is a member of the Hutchinson Community College Ag Advisory Board, Kansas Livestock Association, Texas Cattle Feeders Association and Red Angus Association of America. He holds an applied science degree in farm and ranch management from Hutchinson (Kansas) Community College. Mr. Blew's principal occupation has been farming for more than five years, and he farms and ranches in a family partnership in south-central Kansas.
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    Hal Clemensen has been a member of the CHS Board of Directors since 2019. He is chair of the Government Relations Committee and a member of the Corporate Risk Committee. He serves on the board of trustees for Presentation College and the Avera Rural Cancer Advisory Board. He is a former member of the Agtegra Cooperative board and previously served as a director of the South Dakota Value Added Agriculture Development Center, South Dakota Soybean Association and Redfield Farmers Union Oil Company. He holds a bachelor's degree in agricultural economics and agricultural business from South Dakota State University. Mr. Clemensen's principal occupation has been farming for more than five years. He and his wife raise corn, soybeans and wheat in Brown and Spink counties in South Dakota.

    Scott Cordes has been a member of the CHS Board of Directors since 2017. He is vice chair of the Audit Committee and vice chair of the Corporate Risk Committee. He serves as a director and past chair of Security State Bank of Wanamingo. Previously, he served as a director of Cooperative Network, the Minneapolis Grain Exchange and National Futures Association. He holds a bachelor's degree in agricultural economics from the University of Minnesota. Mr. Cordes' principal occupation has been farming for more than five years. Prior to his current occupation, he was president of CHS Hedging, LLC, a commodities brokerage subsidiary of CHS Inc. He co-owns and operates a corn and soybean farm near Wanamingo, Minnesota.

    Jon Erickson, Second Vice Chair, has been a member of the CHS Board of Directors since 2011. Since 2017, he has been second vice chair of the Executive Committee of the Board. He is also a member of the Audit and Capital Committees. He is an advisory board member for the Quentin Burdick Center for Cooperatives, a board member of the State Historical Society of North Dakota Foundation, a council member of Rural Leadership North Dakota and a member of the North Dakota Farmers Union and North Dakota Stockmen's Association. He holds a bachelor's degree in agricultural economics from North Dakota State University. Mr. Erickson's principal occupation has been farming for more than five years, and he raises grain and oilseed and operates a commercial Hereford-Angus cow-calf business near Minot, North Dakota.

    Mark Farrell has been a member of the CHS Board of Directors since 2016. He is a member of the Government Relations and Corporate Risk Committees. Previously, he served as a director and president of the Premier Cooperative board and as a director of Mount Horeb Farmers Co-op and United Ethanol. He graduated from the University of Wisconsin-Madison Agricultural & Life Sciences Farm & Industry Short Course. Mr. Farrell's principal occupation has been farming for more than five years. He raises corn and soybeans in Dane County, Wisconsin.

    Steve Fritel has been a member of the CHS Board of Directors since 2003. He chairs the Corporate Risk Committee and is a member of the Audit Committee. He earned an associate degree from North Dakota State College of Science. Mr. Fritel's principal occupation has been farming for more than five years. He raises spring wheat, durum wheat, soybeans, edible beans, corn and canola near Rugby, North Dakota, selling some of his edible beans to local family-owned restaurants. He also runs a family business providing on-farm grain storage equipment.

    Alan Holm, Assistant Secretary-Treasurer, has been a member of the CHS Board of Directors since 2013. Since 2021, he has been assistant secretary-treasurer of the Executive Committee of the Board. He is a member of the Government Relations and Capital Committees. He also serves on the board for Citizens Bank of Minnesota. He holds an associate degree in machine tool technology from Mankato (Minnesota) Technical College. Mr. Holm's principal occupation has been farming for more than five years. He raises corn, soybeans, sweet corn, peas and hay and owns and manages a cow-calf operation near Sleepy Eye, Minnesota.

    David Johnsrud has been a member of the CHS Board of Directors since 2012. He serves as chair of the Capital Committee and as vice chair of the Government Relations Committee. He also serves as a member of the board for the Cooperative Network. Previously, he served as board chair of AgCountry Farm Credit Services and on the boards of the Minnesota Farm Credit Legislative Committee, Farmers Union Oil, CHS Prairie Lakes, Mid-Minnesota Association and Minnesota State Co-op Directors Association, including terms as board secretary for Farmers Union Oil and CHS Prairie Lakes. Mr. Johnsrud's principal occupation has been farming for more than five years. He raises corn and soybeans near Starbuck, Minnesota.

    Tracy Jones has been a member of the CHS Board of Directors since 2017. He is chair of the Governance Committee and vice chair of the Capital Committee. He has served on the DeKalb County Board and on the boards of CHS Elburn, the former Elburn Co-op, DeKalb County Farm Bureau, DeKalb Kane Cattlemen's Association and DeKalb County Corn Growers. He earned an associate degree in farm management from Kishwaukee College in Malta, Illinois. Mr. Jones' principal occupation has been farming for more than five years. He operates a fourth-generation family farm near Kirkland, Illinois, that raises corn, soybeans and wheat and feeds cattle.

    David Kayser has been a member of the CHS Board of Directors since 2006. He serves as chair of the CHS Foundation Board of Trustees and as a member of the Governance Committee. Mr. Kayser is chair of the Mitchell (South Dakota) Technical College Foundation Board and a previous director and chair of CHS Farmers Alliance and South Dakota Association of Cooperatives. Mr. Kayser's principal occupation has been farming for more than five years. He raises corn, soybeans and hay near Alexandria, South Dakota, and operates a cow-calf and feeder-calf business.
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    Russell Kehl, Secretary-Treasurer, has been a member of the CHS Board of Directors since 2017. Since 2019, Mr. Kehl has served as secretary-treasurer of the Executive Committee of the Board. He also serves as a member of the Capital and Governance Committees. He previously was a director of CHS SunBasin Growers and vice chair of the Columbia Basin Seed Association. Mr. Kehl's primary occupation has been farming for more than five years. He and his wife operate a farm near Quincy, Washington, that produces crops, primarily potatoes and dry beans, and includes a cow-calf herd. His family also owns a dry bean processing facility, runs a custom farming business and owns and operates a trucking and logistics company.

    Perry Meyer has been a member of the CHS Board of Directors since 2014. He serves as chair of the Audit Committee and is a member of the Corporate Risk Committee. He is a member of United Farmers Co-op, Central Region Cooperative, Minnesota Farm Bureau, Minnesota and Nicollet County corn growers associations, and Minnesota Pork Producers Association. He serves as a director of Steamboat Pork Cooperative, chair of Nuvera Board and director of Minnesota Valley Lutheran School Foundation. He holds an agricultural mechanics degree from Alexandria (Minnesota) Technical School. Mr. Meyer's principal occupation has been farming for more than five years. He operates a family farm, raising corn, soybeans and hogs near New Ulm, Minnesota.

Steve Riegel has been a member of the CHS Board of Directors since 2006. He is a member of the Capital and Governance Committees. He is an advisory director of Bucklin National Bank. He attended Fort Hays (Kansas) State University, majoring in agricultural business and animal science. Mr. Riegel's principal occupation has been farming for more than five years. He raises irrigated corn, soybeans, alfalfa, dryland wheat and milo and operates a cow-calf operation near Ford, Kansas.

    Daniel Schurr, Chair, has been a member of the CHS Board of Directors since 2006. Since 2017, Mr. Schurr has served as chair of the Executive Committee of the Board. He serves on the Blackhawk Bank and Trust board and audit and loan committees and previously served on the Silos and Smokestacks National Heritage Area board. He holds a bachelor's degree in agricultural business with a minor in economics from Iowa State University. Mr. Schurr's principal occupation has been farming for more than five years. He raises corn and soybeans near LeClaire, Iowa, and operates a commercial trucking business.

Kevin Throener has been a member of the CHS Board of Directors since 2019. He is a member of the Governance Committee and vice chair of the CHS Foundation Board of Trustees. He serves as a CHS Dakota Plains director and is active in the North Dakota Farmers Union, the North Dakota Stockmen's Association and Knights of Columbus. He attended North Dakota State University, majoring in agricultural systems management. Mr. Throener's principal occupation has been farming for more than five years. He and his wife raise corn, soybeans, alfalfa and cattle near Cogswell, North Dakota.

Cortney Wagner has been a member of the CHS Board of Directors since 2020. She serves as vice chair of the Governance Committee and is a member of the CHS Foundation Board of Trustees. She serves on the board of the Montana Council of Cooperatives. She holds a real estate license and has served as a trust associate at 1st National Bank and Trust Company. She earned an associate of arts degree from Williston State College and attended the University of North Dakota, majoring in business finance and psychology. Ms. Wagner's principal occupation has been farming for more than five years. She is a first-generation cattle and hay producer based near Hardin, Montana.

Director Elections and Voting

    Director elections are for three-year terms and are open to any qualified candidate. Qualifications for the office of director are as follows:

At the time of declaration of candidacy, the individual (except in the case of an incumbent) must have the written endorsement of a locally elected producer board that is part of the CHS system and located within the region from which the individual is to be a candidate.
At the time of the election, the individual must be less than 68 years old.

    The remaining qualifications set forth below must be met at all times commencing six months prior to the time of election and while the individual holds office:

The individual must be a Class A individual member of CHS or a member of a cooperative association member.
The individual must reside in the region from which he or she is to be elected.
The individual must be an active farmer or rancher. "Active farmer or rancher" means an individual whose primary occupation is that of a farmer or rancher, excluding anyone who is an employee of CHS or of a cooperative association member.
    
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The following positions on the Board of Directors will be up for election at the 2022 Annual Meeting of Members:
RegionIncumbent
Region 1 (Minnesota)Alan Holm
Region 3 (North Dakota)Kevin Throener
Region 4 (South Dakota)Hal Clemensen
Region 5 (Connecticut, Delaware, Illinois, Indiana, Kentucky, Maine, Maryland, Massachusetts, Michigan, New Hampshire, New Jersey, New York, Ohio, Pennsylvania, Rhode Island, Vermont, Virginia, West Virginia, Wisconsin)Mark Farrell
Region 8 (Colorado, Kansas, Nebraska, New Mexico, Oklahoma, Texas)Open Seat

    Voting rights, including those in regard to director elections, arise by virtue of membership in CHS, not because of ownership of any equity or debt instruments; therefore, our preferred shareholders cannot recommend nominees to our Board of Directors nor vote in regard to director elections unless they are Class A or Class C members of CHS.

EXECUTIVE OFFICERS

    The table below lists our executive officers as appointed by the CHS Board of Directors as of August 31, 2022:
NameAgePosition
Jay Debertin62President and Chief Executive Officer
Richard Dusek58Executive Vice President, Country Operations
Darin Hunhoff52Executive Vice President, Energy
John Griffith53Executive Vice President, Ag Business and CHS Hedging
Olivia Nelligan47Executive Vice President and Chief Financial Officer
Brandon Smith42Executive Vice President, General Counsel
David Black56Senior Vice President, Enterprise Transformation & Chief Information Officer
Gary Halvorson49Senior Vice President, Enterprise Customer Development
Mary Kaul-Hottinger58Senior Vice President, Human Resources

    Jay Debertin has been president and chief executive officer ("CEO") for CHS since May 2017. He leads the strategic leadership team in strengthening CHS by advancing operational excellence, strengthening CHS's financial performance and building a team to grow CHS's core businesses to create connections that empower agriculture. Mr. Debertin joined CHS in 1984 in the petroleum division and held a variety of positions in its energy marketing operations before being named vice president of crude oil supply in 1998. In 2001, his responsibilities expanded to include crude oil supply, refining, pipelines and terminals, trading and risk management, and transportation. From 2005 to 2010, Mr. Debertin was executive vice president and chief operating officer for processing at CHS. From 2010 to 2017, he served as executive vice president and chief operating officer of Energy and Foods where he led energy, transportation and processing at CHS. Mr. Debertin serves as board chair for Ventura Foods. He also serves on the board of directors for Securian Financial. He earned a bachelor's degree in economics from the University of North Dakota and a master of business administration degree from the University of Wisconsin-Madison.

Richard Dusek has been executive vice president, country operations, since November 2017. He leads transformation of the CHS retail platform as a critical distribution channel for our core businesses, aligning an enterprise supply chain for energy, agronomy, animal nutrition and grain product lines to serve our farmer- and rancher-owners, and driving growth and efficiency through a customer-focused solutions platform. Mr. Dusek is a former board member of The Fertilizer Institute and the Minneapolis Grain Exchange. He joined CHS in 1988 as a wheat trader. Prior to leading our retail business, Mr. Dusek held roles as vice president in our grain marketing and agronomy divisions. He earned a bachelor of science degree in agricultural economics from North Dakota State University and is a graduate of the Harvard Business School Advanced Management Program.





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Darin Hunhoff has been executive vice president, energy, since May 2017. He leads CHS energy operations including refineries, pipelines and terminals, refined fuels, propane, lubricants, and transportation and logistics. In addition, he oversees CHS Strategic Sourcing, the company's enterprisewide strategic sourcing initiative. Mr. Hunhoff serves on the board of directors for Ardent Mills. He joined CHS more than 25 years ago as a petroleum specialist. He has also been chief strategy officer for CHS and has spent several years in energy leadership roles, including time as senior vice president of refined fuels and vice president of propane. He earned a bachelor's degree in marketing and business management from Southwest Minnesota State University.
    
John Griffith has been executive vice president, ag business and CHS Hedging, since January 2021. He leads CHS global grain and processing operations and renewable fuels trading, supply chain management and risk management, including freight, currency, execution and trade finance. Mr. Griffith chairs the North American Export Grain Association board. He also serves as board chair for CHS Hedging, a commodities brokerage subsidiary of CHS. He worked for CHS early in his career as a grain merchandiser and rejoined CHS at a leadership level in January 2013. Since that time, he has held various leadership roles within global grain marketing, including senior vice president, CHS Global Grain Marketing and CHS Hedging, and vice president, grain marketing North America. He earned a bachelor's degree from St. John's University and a master of business administration degree from Rockhurst University.

Olivia Nelligan is the executive vice president and chief financial officer for CHS, joining the organization in January 2020. She is responsible for finance activities and strategic planning across CHS and chairs the CHS Retirement Plan Committee. Before joining CHS, Ms. Nelligan held executive positions in multiple organizations, as well as acting as a management consultant. She also serves on the advisory council for Cooperative Ventures, a venture capital fund joint venture between CHS and Growmark that focuses on innovative solutions and emerging technologies that positively impact farming. Her past experience includes serving as chief executive officer of Nasco, LLC, a private equity-owned company that provides specialty products for education, healthcare, laboratory testing and agriculture. Ms. Nelligan spent 14 years with Kerry Group plc and was global chief financial and strategic planning officer of its Taste and Nutrition division when she left the company in 2016. She holds a bachelor's degree in civil law and a higher diploma in business and financial information systems from University College Cork, Ireland, and a master of business administration degree from the University of Wisconsin-Madison. She is a fellow of Chartered Accountants Ireland and an associate member of the Institute of Taxation in Ireland.

    Brandon Smith has been executive vice president, general counsel for CHS since March 2021. He provides counsel to CHS leadership and the Board of Directors on company strategy, government affairs, corporate governance, corporate compliance, federal securities reporting and compliance, and disclosure and investor communications. Mr. Smith also oversees the CHS internal audit department. He previously worked at Tenneco Inc., a multinational industrial company based in Lake Forest, Illinois, for more than 12 years in various legal and leadership roles, most recently as senior vice president, general counsel and corporate secretary. Prior to joining Tenneco, Mr. Smith worked for the Kirkland & Ellis LLP law firm in Chicago, Illinois. He earned a juris doctor degree from Cornell Law School and a bachelor's degree in business management from Hiram College.

    David Black has been senior vice president, enterprise transformation, and chief information officer for CHS since April 2018. He leads enterprise transformation, global information technology, innovation, marketing, communications and facilities. He leads enterprise transformation efforts, driving ongoing companywide efficiency and opportunities for profitable growth. Mr. Black leads strategy, implementation, delivery and operation of information technology for all CHS businesses worldwide and oversees our owner and employee communications, advertising and public relations and CHS sustainability programs. He also serves on the advisory council for Cooperative Ventures, a venture capital fund joint venture between CHS and Growmark that focuses on innovative solutions and emerging technologies that positively impact farming. He also serves on the board of Ventura Foods and is former board chair of Ag Gateway, a nonprofit consortium of 300-plus businesses, which strives to promote, enable and expand e-business in agriculture. He joined CHS in 2014. Mr. Black previously worked at Monsanto Company, where he served as vice president, information technology, overseeing all aspects of information technology for its global commercial businesses. During his 20 years with Monsanto, he also served as vice president, corporate strategy, and president, Monsanto Agro-Services, LLC. Mr. Black earned a bachelor's degree in computer science from Tarkio College.








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    Gary Halvorson has been senior vice president, enterprise customer development, since September 2021. He is responsible for efforts across all businesses to deliver a focused and coordinated customer experience for owners and customers. He also oversees marketing and sales functions for CHS wholesale and retail agronomy businesses and agronomy product development, as well as CHS cooperative resources, which provides strategic business and talent planning for cooperatives. Mr. Halvorson represents CHS on the board of directors for The Fertilizer Institute (TFI) and on the CF Nitrogen Board of Managers. He also serves on the advisory council for Cooperative Ventures, a venture capital fund joint venture between CHS and Growmark that focuses on innovative solutions and emerging technologies that positively impact farming. Previously, he served on the National FFA Sponsors Board and the Agricultural Retailers Association board of directors. He joined CHS more than 20 years ago. Most recently, he led the CHS agronomy business. Prior to that, Mr. Halvorson held various leadership roles with CHS at locations in North Dakota before becoming general manager for CHS Ag Services in Warren, Minnesota. Mr. Halvorson also served as vice president of farm supply for CHS country operations. He earned a bachelor's degree in business from Concordia University.

    Mary Kaul-Hottinger has been senior vice president, human resources, for CHS since September 2018. Ms. Kaul-Hottinger sets direction and strategy for human resources with a focus on helping us attract, develop and retain high-performing and diverse employees. She also oversees CHS community giving, which provides giving and volunteer programs to strengthen hometown communities in collaboration with local cooperatives. Prior to joining CHS, she was vice president, human resources, for Ecolab's global businesses and supported business units with more than 30,000 employees. She previously served in human resources leadership roles at General Mills and Pillsbury. Ms. Kaul-Hottinger holds a bachelor's degree in business administration from the University of St. Thomas.

DELINQUENT SECTION 16(a) REPORTS

    Section 16(a) of the Exchange Act requires our executive officers, directors and persons who beneficially own more than 10% of any class of our preferred stock to file initial reports of ownership and reports of changes in ownership with the SEC. Such executive officers, directors and greater than 10% beneficial owners are required by the regulations of the SEC to furnish us with copies of all Section 16(a) reports they file.
    
Based solely upon a review of copies of reports on Forms 3 and 4 and amendments thereto filed electronically with the SEC during, and reports on Form 5 and amendments thereto filed electronically with the SEC with respect to the fiscal year ended August 31, 2022, and based further upon written representations received by us with respect to the need to file reports on Form 5, except for Mr. Erickson, who filed one late Form 4, which was later amended, relating to two transactions in November 2021, no persons filed late reports required by Section 16(a) of the Exchange Act during fiscal 2022.

CODE OF ETHICS

    We have adopted a code of ethics within the meaning of Item 406(b) of Regulation S-K promulgated by the SEC. This code of ethics applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer. This code of ethics is part of our broader CHS Code of Conduct, which is posted on our website. The internet address for our website is www.chsinc.com and the CHS Code of Conduct may be found on the "Compliance and integrity" web page, which can be accessed from the "About CHS" web page, which can be accessed from our main web page. We intend to disclose any amendment to, or waiver from, a provision of the code of ethics that applies to our principal executive officer, principal financial officer or principal accounting officer on the "Compliance and integrity" web page of our website. The information contained on our website is not part of, and is not incorporated in, this report or any other report we file with or furnish to the SEC.














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AUDIT COMMITTEE MATTERS

    The Board of Directors has a separately designated standing Audit Committee for the purpose of overseeing our accounting and financial reporting processes and audits of our financial statements. In fiscal 2022, the Audit Committee was comprised of Mr. Beckman, Mr. Blew, Mr. Cordes, Mr. Erickson, Mr. Fritel and Mr. Meyer (chair), each of whom is an independent director. The Audit Committee has oversight responsibility to our member-owners relating to our financial statements and the financial reporting process, preparation of the financial reports and other financial information provided by us to any governmental or regulatory body, the systems of internal accounting and financial controls, the internal audit function and the annual independent audit of our financial statements. The Audit Committee assures that the corporate information gathering and reporting systems developed by management represent a good faith attempt to provide senior management and the Board of Directors with information regarding material acts, events and conditions within CHS. In addition, the Audit Committee is directly responsible for the appointment, compensation and oversight of the independent registered public accounting firm.

    We do not believe any member of the Audit Committee is an "audit committee financial expert" as defined in the Sarbanes-Oxley Act of 2002 and the rules and regulations thereunder. As a cooperative, members of our Board of Directors are nominated and elected by our members. To ensure geographic representation of our members, the Board of Directors represents eight regions in which our members are located. The voting members in each region nominate and elect the number of directors for that region as set forth in our bylaws. To be eligible for service as a director, a nominee must among other things, (i) be an active farmer or rancher, (ii) be a Class A individual member of CHS or member of a cooperative association and (iii) reside in the geographic region from which he or she is nominated. Neither management nor the incumbent directors have any control over the nominating process for directors. Because of the nomination procedure and the election process, we cannot ensure that an elected director serving on our Audit Committee will be an audit committee financial expert. However, many of our directors, including all of the Audit Committee members, are financially sophisticated and have experience or background in which they have had significant financial management or oversight responsibilities. The current Audit Committee includes directors who have served as presidents or chairs of local cooperative association boards. Members of the Board of Directors, including the Audit Committee, also operate large commercial enterprises requiring expertise in all areas of management, including financial oversight.

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ITEM 11.    EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Executive Compensation

Overview

    This Compensation Discussion and Analysis describes the material elements of compensation awarded to each of the following executive officers ("Named Executive Officers") during the year ended August 31, 2022:
NamePosition
Jay DebertinPresident and Chief Executive Officer
Olivia NelliganExecutive Vice President and Chief Financial Officer
Darin HunhoffExecutive Vice President, Energy
Richard DusekExecutive Vice President, Country Operations
Brandon SmithExecutive Vice President, General Counsel

    CHS creates connections to empower agriculture for our producer and member cooperative owners and the communities in which we and our owners live and operate. Our compensation programs are aligned with our operational objectives and long-term business strategy and are designed to attract, reward and retain high-performing and diverse team members who are passionate about our mission.

    This section outlines the objectives and principles underlying our compensation and benefit programs, as well as the objectives and principles underlying compensation decisions. In this Compensation Discussion and Analysis, the related compensation tables and the accompanying narratives, all references to a given year refer to our fiscal year ending on August 31 of that year.
    
Compensation Philosophy and Objectives

    The Governance Committee of our Board of Directors ("Governance Committee") oversees the administration of, and the fundamental changes to, our executive compensation and benefits programs. The primary principles and objectives in compensating our executive officers include:

Attract and retain exceptional talent who meet our leadership expectations and are engaged and committed to the long-term success of CHS by providing market-competitive compensation and benefit programs;
Align executive rewards to quantifiable annual and long-term performance goals that drive enterprise results and provide competitive returns to our member-owners;
Emphasize pay for performance by providing a total direct compensation mix of fixed and variable pay that is primarily weighted on annual and long-term incentives to reward annual and sustained performance over the long term; and
Ensure compliance with government mandates and regulations.

There are no material changes anticipated to our compensation philosophy or objectives for fiscal 2023.

Components of Executive Compensation and Benefits

    Our executive compensation programs are designed to attract and retain highly qualified executives and to motivate them to optimize member-owner returns and to achieve our long-term strategies by achieving specified goals. The compensation program links executive compensation directly to our annual and long-term financial performance. A significant portion of each executive's compensation depends on meeting financial goals and a smaller portion is linked to individual performance objectives.

    The Governance Committee reviews our executive compensation policies each year with respect to the correlation between executive compensation and creating member-owner value, as well as the competitiveness of our executive compensation programs. The Governance Committee, with input from a third-party consultant if necessary, determines what, if any, changes are appropriate to our executive compensation programs, including the incentive plan goals applicable to our Named Executive Officers under the incentive compensation plans to which they and other employees are eligible. A third-party consultant is chosen and hired directly by the Executive Committee of our Board of Directors ("Executive Committee") to
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provide guidance regarding market-competitive levels of base pay, annual variable pay and long-term incentive pay, as well as market-competitive allocations between base pay, annual variable pay and long-term incentive pay for our CEO. The data is shared with our Board of Directors, which makes final decisions regarding our CEO's base pay, annual incentive pay and long-term incentive pay, as well as the allocation of compensation between base pay, annual incentive pay and long-term incentive pay. There are no formal policies for allocation between long-term and short-term compensation other than the intention to be competitive with the external compensation market for comparable positions and to be consistent with our compensation philosophy and objectives. The Executive Committee recommends to our Board of Directors salary actions relative to our CEO and approves annual and long-term incentive awards for our CEO based on performance of CHS compared to the financial goals and, as applicable, individual performance. In turn, our Board of Directors communicates this pay information to our CEO. That same consultant provides guidance to our Governance Committee regarding annual variable pay and long-term incentive pay plans applicable to our senior executives, including our Named Executive Officers. Our CEO is not involved with the selection of the third-party consultant and does not participate in or observe Executive Committee meetings that concern CEO compensation matters. Based on a review of compensation market data provided by our human resources department (survey sources and methodology are explained below under "Components of Compensation"), with input from a third-party consultant if necessary, our CEO decides base compensation levels for the other Named Executive Officers, recommends for the Board of Directors' approval the annual and long-term incentive pay plan performance goals applicable to the other Named Executive Officers (and other employees) and communicates base and incentive compensation pay to the other Named Executive Officers. The day-to-day design and administration of compensation and benefit plans are managed by our human resources, finance and legal departments.

Components of Compensation

    Our executive compensation and benefits program consists of seven components. Each component is designed to be competitive within the executive compensation market. In determining competitive compensation levels, we analyze independent compensation survey information, including comparable industries, markets, revenues and companies that compete with us for executive talent. In fiscal 2022, the Willis Towers Watson CDB Executive Compensation Survey Report, Mercer Benchmark Database/Total Remuneration Survey and Radford/Aon Compensation Database were used for this analysis, and the survey and database data extracted included median market rates for base salary, annual incentive, total cash compensation and total direct compensation. Companies included in the surveys and database vary by industry, revenue and number of employees, and represent both public and private ownership, as well as nonprofit, government and mutual organizations. Compensation paid by a comparator group of industry-specific companies, which includes 16 private, public and cooperative organizations in the agronomy, energy, food and grain industries, is also considered when making compensation decisions.

    The following companies comprised the 2022 comparator group:
Comparator Group
ADMConagra BrandsKinder MorganMosaic
BungePhillips 66Koch IndustriesNutrien
CF IndustriesGeneral MillsLand O'LakesValero Energy
CargillHF SinclairMarathon PetroleumWilliams Companies

The emphasis of our executive compensation package is weighted more on variable pay through annual variable pay and long-term incentive awards. This is consistent with our compensation philosophy of emphasizing a strong link between pay, employee performance and business goals to foster a clear line of sight and strong commitment to our short-term and long-term success and also aligns our programs with general market practices. The goal is to provide our executives with an overall compensation package that is competitive in comparable industries, companies and markets. We target the market median compensation for base pay, target total cash and target total direct compensation, and the 75th percentile for total direct compensation when we achieve above-market performance.    

    For fiscal 2022, base pay was slightly below the market median and total cash compensation and total direct compensation were above the market median. The total cash compensation was above the market median because actual earned annual variable pay awards were achieved at the maximum level of performance. The above market median total direct compensation occurred because long-term incentive awards for the fiscal 2020-2022 performance period were achieved at the superior level of performance.
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    The following table presents a more detailed breakout of each compensation element:
Pay ElementDefinition of Pay ElementPurpose of Pay Element
Base PayCompetitive base level of compensation provided relative to skills, experience, knowledge and contributions• Provides the fundamental element of compensation for carrying out duties of the job
Annual Variable PayBroad-based employee short-term performance-based variable pay incentive for achieving predetermined annual financial and individual performance goals• Provides a direct link between pay and annual business objectives
• Provides pay for performance to motivate and encourage the achievement of critical business initiatives
• Encourages proper expense control and containment
Profit-SharingSelective employee short-term performance-based variable pay for achieving predetermined annual financial goals• Provides a direct link between employee pay and our profitability
Long-Term IncentiveLong-term performance-based incentive for senior management to achieve predetermined triennial Return on Invested Capital ("ROIC") goals• Provides a direct link between senior management pay and long-term strategic business objectives
• Aligns management and member-owner interests
• Encourages retention of key management
Retirement BenefitsRetirement benefits under the qualified retirement plans are identical to broad-based retirement plans generally available to all full-time employees• These benefits are a part of our broad-based employee total rewards program designed to attract and retain quality employees
 The supplemental plans include nonqualified retirement benefits that restore qualified benefits contained in our broad-based plans for employees whose retirement benefits are limited by salary caps under the Internal Revenue Code of 1986, as amended ("Internal Revenue Code"); in addition, the plans allow participants to voluntarily defer receipt of a portion of their income• These benefits are provided to attract and retain senior managers with total rewards programs that are competitive with comparable companies
Health and Welfare BenefitsMedical, dental, vision, life insurance and short-term disability benefits generally available to all full-time employees. Certain officers, including our Named Executive Officers, also are eligible for executive long-term disability benefits• With the exception of executive long-term disability benefits, these benefits are a part of our broad-based employee total rewards program designed to attract and retain quality employees
Additional BenefitsAdditional benefits are provided to certain officers, including our Named Executive Officers• These benefits are provided as part of an overall total rewards package that strives to be competitive with comparable companies and retain individuals who are critical to us

Explanation of Ratio of Salary and Bonus to Total Compensation

    The structure of our executive compensation package is focused on a suitable mix of base pay, annual variable pay and long-term incentive awards to encourage executive officers and employees to strive to achieve goals that benefit our member-owners' interests over the long term and to better align our programs with general market practices.












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Fiscal 2022 Executive Compensation Mix at Target

    The charts below illustrate the mix of base salary, annual variable pay at target performance (2022 Performance
Period) and long-term incentive compensation at target performance (2020-2022 Performance Period) for fiscal 2022 for our CEO and the other Named Executive Officers as a group.
chscp-20220831_g11.jpgchscp-20220831_g12.jpg
Base Pay

    Base salaries of our Named Executive Officers represent a fixed form of compensation paid on a semimonthly basis. The base salaries are generally set at the median level of market data collected through our benchmarking process against other equivalent positions of comparable companies. The individual's actual salary relative to the market median is based on a number of factors, which include, but are not limited to, scope of responsibilities and individual experience.
    
    Base salaries for our Named Executive Officers are reviewed on an annual basis or at the time of significant changes in scope and level of responsibilities. Changes in base salaries are determined through review of competitive market data, as well as individual performance and contribution. Changes are not governed by pre-established weighting factors or merit metrics.

Our CEO is responsible for this process for the other Named Executive Officers. The Executive Committee is responsible for this process for our CEO.

Mr. Debertin received a 3.0% base salary increase effective January 1, 2022. Our Board of Directors approved the increase to maintain a competitive pay position to market. Ms. Nelligan, Mr. Hunhoff, Mr. Dusek and Mr. Smith received base salary increases of 5.3%, 3.0%, 3.3% and 3.0%, respectively.

Annual Variable Pay

    Named Executive Officers are covered by the same CHS Annual Variable Pay Plan ("Annual Variable Pay Plan" or "AVP") as other employees and, based on the plan provisions, when they are hired or retire they receive awards prorated to the period of time eligible. Each Named Executive Officer was eligible to participate in the AVP for fiscal 2022. Target AVP award levels were set with reference to competitive market compensation levels and were intended to motivate our executives by providing annual variable pay awards for the achievement of predetermined goals. Our AVP program for fiscal 2022 was based on enterprise-level financial performance and specific management business objectives with the actual payout dependent on achieving predetermined enterprise-level financial performance goals and individual performance goals. The financial performance components included ROIC goals for CHS at the enterprise level. The threshold, target and maximum ROIC goals for fiscal 2022 are set forth in the table below. The management business objectives include individual performance against specific goals relating to subjects such as business profitability, execution of strategic initiatives or talent acquisition, development and retention. In conjunction with the annual performance appraisal process for our CEO, our Board of Directors reviews the individual goals and, in turn, determines and approves this portion of the annual variable pay award based upon completion or partial completion of the previously specified goals and principal accountabilities for our CEO. Likewise, our CEO uses the same process for determining individual goal attainment for the other Named Executive Officers.
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CHS financial performance goals and award opportunities under our fiscal 2022 Annual Variable Pay Plan were as follows:
Performance LevelCHS Company
Performance Goal
Percent of Target Award
Maximum7.2% ROIC200%
Target6.2% ROIC100%
Threshold5.2% ROIC50%
Below threshold<5.2% ROIC0%

    ROIC is not defined under U.S. GAAP. Therefore, it should not be considered a substitute for other measures prepared in accordance with U.S. GAAP and may not be comparable to similarly titled measures used by other companies.

    ROIC is a measurement of how efficiently we use capital and the level of returns on that capital and is calculated by dividing adjusted net operating profit after tax by average funded debt plus equity at the beginning of the year. We define adjusted net operating profit after tax as earnings before tax plus interest, net, and the sum is multiplied by the effective tax rate. For purposes of the fiscal 2022 AVP, we define funded debt as the sum of the average of long-term debt at the beginning and end of the year, including the current portion thereof, plus any guarantees thereof, using balances as of July 31, 2019, 2020, 2021 and 2022, respectively, and the total beginning of year equity as of July 31, 2019, 2020 and 2021, respectively.

    Our Board of Directors approved the ROIC performance goals for the fiscal 2022 AVP and determined our CEO's individual goals. The weighting of our CEO's goals for fiscal 2022 was 70% CHS total company ROIC and 30% principal accountabilities and individual goals. Our CEO determined individual goals for the other Named Executive Officers. The weighting of goals for the other Named Executive Officers for fiscal 2022 was 70% CHS total company ROIC and 30% individual goals.

    ROIC results for fiscal year 2022 were 16.1%. Despite the significant and enduring operating and leadership challenges experienced in fiscal year 2022 and that we continue to experience, Mr. Debertin, the other Named Executive Officers, and our other CHS employees responded with timely decisions and actions to adjust to those challenging business conditions and consistently execute to meet the needs of our customers and member-owners. Strong global demand due to geopolitical factors and supply chain disruptions resulted in market volatility with higher commodity prices and refining margins in our Energy segment, which contributed to increased earnings in fiscal 2022. The CEO and each other Named Executive Officer's performance was determined by the Board of Directors or the CEO, respectively, to have been strong against their individual objectives and therefore each Named Executive Officer was awarded the maximum payout for the 30% individual goals component. Annual variable pay awards that will be or have been paid under the Annual Variable Pay Plan for fiscal 2022 for the Named Executive Officers are as follows:
NameVariable Pay
(Dollars)
Jay Debertin$3,939,192 
Olivia Nelligan1,380,000 
Darin Hunhoff1,357,900 
Richard Dusek1,265,000 
Brandon Smith1,350,330 















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Profit Sharing

    Each Named Executive Officer was eligible to participate in our Profit-Sharing Plan, which is also applicable to other employees. The purpose of the Profit-Sharing Plan is to provide a direct link between employee pay and our profitability. Annual profit sharing contributions are calculated as a percent of base pay and annual variable pay (total earnings) and are made to the CHS Inc. 401(k) Plan ("401(k) Plan") account and CHS Inc. Deferred Compensation Plan ("Deferred Compensation Plan") account of each Named Executive Officer. The levels of fiscal 2022 profit-sharing awards vary in relation to the level of CHS ROIC achieved and are displayed in the following table:
ROICProfit-Sharing Award
7.2%5%
6.7%4%
6.2%3%
5.7%2%
5.2%1%

    ROIC results for fiscal 2022 were 16.1%. Accordingly, each Named Executive Officer earned a 5% award under the Profit Sharing Plan.

Long-Term Incentive

    Each Named Executive Officer was eligible to participate in the CHS Inc. Executive Long-Term Incentive Plan ("ELTIP"). The purpose of the ELTIP is to align long-term results with long-term performance goals, encourage our Named Executive Officers to maximize long-term value for our member-owners and retain key executives. The ELTIP consists of three-year performance periods to ensure consideration is made for our long-term financial performance and strategic execution, with a new performance period beginning every year. Our Board of Directors approves the ELTIP goals for each three-year period.

    Awards from the ELTIP are contributed to the Deferred Compensation Plan after the end of each performance period. These awards vest over an additional 28-month period following the performance period end date. The extended earning and vesting provisions of the ELTIP are designed to help us retain key executives. Participants who leave CHS prior to retirement for reasons other than death or disability forfeit all unearned and unvested ELTIP award balances. Participants who meet retirement criteria, die or become disabled receive prorated awards following the ELTIP rules. Like the Annual Variable Pay Plan, award levels for the ELTIP are set with regard to competitive considerations. The target level ELTIP award level was 115% of base salary for Named Executive Officers other than Mr. Debertin for performance periods beginning before September 1, 2021 (including the three-year ELTIP performance period ending in fiscal 2022), and 125% of base salary for performance periods beginning on or after September 1, 2021. Mr. Debertin's target level ELTIP award level was 150% of base salary for performance periods beginning before September 1, 2021 (including the three-year ELTIP performance period ending in fiscal 2022, and 300% of base salary for performance periods beginning on or after September 1, 2021.

    For the three-year ELTIP period ending in fiscal 2022, the ELTIP performance measure was based upon our ROIC during the period. As stated above, ROIC is a measurement of how efficiently we use capital and the level of returns on that capital and is calculated by dividing adjusted net operating profit after tax by average funded debt plus total equity at the beginning of the year. For purposes of the fiscal 2020-2022 performance period, we define funded debt as the sum of the average of long-term debt at the beginning and end of the year, including the current portion thereof, plus any guarantees thereof, using balances as of July 31, 2019, 2020, 2021 and 2022, respectively, and the total beginning of year equity as of July 31, 2019, 2020 and 2021, respectively.

As also stated above, ROIC is not defined under U.S. GAAP. Therefore, it should not be considered a substitute for other measures prepared in accordance with U.S. GAAP and may not be comparable to similarly titled measures used by other companies.







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Award opportunities for the fiscal 2020-2022 ELTIP are expressed as a percentage of a participant's average base salary as of August 31 for each of the three years in the performance period. We must meet a three-year period threshold level of ROIC performance for any participant to earn an award payout under the 2020-2022 ELTIP. As indicated in the below table, the threshold, target, maximum and superior performance maximum ROIC goals for the fiscal 2020-2022 performance period are as follows:
Performance LevelCHS Three-Year ROICPercent of Target Award
Superior performance maximum7.9%400%
Maximum6.9%200%
Target5.9%100%
Threshold4.9% 50%
Below threshold<4.9% 0%

Business conditions in the agriculture and energy industries were highly variable during the 2020-2022 performance period, which included ROIC performance well above the target performance level during the period before the coronavirus pandemic began and ROIC performance slightly above the maximum performance level from the beginning of the pandemic period through the end of fiscal 2021. In much of fiscal 2022, external market conditions in both our Ag and Energy segments resulted in financial and operating performance that greatly exceeded the superior performance level. Both our Ag and Energy segments experienced significant favorable changes in business conditions and were subject to external economic forces that caused our ROIC performance to vary significantly during each year (5.1% in 2020; 6.2% in 2021; and 16.1% in 2022). Actual ROIC performance for the fiscal 2020-2022 performance period was 9.24%. ELTIP payments for the fiscal 2020-2022 ELTIP for the Named Executive Officers are as follows:
NameELTIP Payments
(Dollars)
Jay Debertin6,437,835 
Olivia Nelligan2,297,444 
Darin Hunhoff2,663,064 
Richard Dusek2,476,093 
Brandon Smith1,774,220 

    Details for the fiscal 2022 awards associated with the fiscal 2022-2024 ELTIP performance period are provided in the "2022 Grants of Plan-Based Awards" table.
    
Other Compensation
 
    To preserve key leadership continuity and bench strength, as well as a total direct compensation opportunity amount that is competitive to market, our Board of Directors approved a potential retention incentive award ("2018 Retention Award") for certain of our senior officers, including each of the Named Executive Officers who were both active participants in the 2016-2018 ELTIP and active employees on the date the 2018 Retention Award was approved. The 2018 Retention Award value is equal to the percentage of base salary used for the 2016-2018 ELTIP awards at the target level, based on the participant’s job level as of August 31, 2018, multiplied by the participant’s base salary as of August 31, 2018. Pursuant to its original terms, the 2018 Retention Award would only be earned if the applicable participant continued active employment through January 1, 2021, or met the limited pro-ration criteria provided in the 2018 Retention Award. However, in light of the COVID-19 pandemic and its potential impact on our fiscal 2021 business and financial performance, and the economy in general, and based upon the recommendation of the Governance Committee and the request of Messrs. Debertin, Dusek, Hunhoff and our other eligible senior officers, in November 2020, our Board of Directors modified the terms of the 2018 Retention Award to provide that it would only be earned if the applicable participant continued active employment through January 1, 2022, except that, if the applicable participant's employment ended voluntarily or involuntarily for a reason unrelated to misconduct between January 1, 2021, and January 1, 2022, the participant would earn and be paid the 2018 Retention Award.







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Payments for the 2018 Retention Award for the Named Executive Officers made in January 2022 are as follows:
NameRetention Award Payment
(Dollars)
Jay Debertin$1,768,125 
Darin Hunhoff371,000 
Richard Dusek347,988 

Because Ms. Nelligan and Mr. Smith were not active participants in the 2016-2018 ELTIP or actively employed by us on the date the 2018 Retention Award was approved, they were not granted a 2018 Retention Award.

Retirement Benefits

    We provide the following retirement and deferral programs to Named Executive Officers:

CHS Inc. Pension Plan
CHS Inc. 401(k) Plan
CHS Inc. Supplemental Executive Retirement Plan
CHS Inc. Deferred Compensation Plan

CHS Inc. Pension Plan

    The CHS Inc. Pension Plan ("Pension Plan") is a tax-qualified defined benefit pension plan. All Named Executive Officers participate in the Pension Plan. A Named Executive Officer is fully vested in the Pension Plan after three years of vesting service. The Pension Plan provides for a lump sum payment of the participant’s account balance once the Named Executive Officer reaches normal retirement age (or, alternatively, for a monthly annuity for the Named Executive Officer's lifetime if elected by the Named Executive Officer). The normal form of benefit for a single Named Executive Officer is a life annuity and for a married Named Executive Officer the normal form of benefit is a 50% joint and survivor annuity. Other annuity forms are also available on an actuarial equivalent basis. Compensation and benefits are limited based on limits imposed by the Internal Revenue Code.

    A Named Executive Officer's benefit under the Pension Plan depends on pay credits to his or her account, which are based on the Named Executive Officer's total salary and annual variable pay for each year of employment, date of hire, age at date of hire and the length of service, and investment credits, which are computed using the interest crediting rate and the Named Executive Officer's account balance at the beginning of the plan year.

    The amount of pay credits added to a Named Executive Officer's account each year is a percentage of the Named Executive Officer’s base salary and annual variable pay plus compensation reduction pursuant to the 401(k) Plan and any pretax contribution to any of our welfare benefit plans, paid vacations, paid leaves of absence and pay received if away from work due to a sickness or injury. The pay credits percentage received is determined on a yearly basis, based on the years of benefit service completed as of December 31 of each year. A Named Executive Officer receives one year of benefit service for every calendar year of employment in which the Named Executive Officer completed at least 1,000 hours of service.

    Pay credits are earned according to the following schedules:

Regular Pay Credits
Regular Pay Credit
Years of Benefit ServicePay Below Social Security Taxable Wage BasePay Above Social Security Taxable Wage Base
1-3 years3%6%
4-7 years4%8%
8-11 years5%10%
12-15 years6%12%
16 years or more7%14%

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Mid-Career Pay Credits

    Employees hired after age 40 qualify for the following minimum pay credit:
 Minimum Pay Credit
Age at Date of HirePay Below Social Security Taxable Wage BasePay Above Social Security Taxable Wage Base
Age 40-444%8%
Age 45-495%10%
Age 50 or more6%12%

Investment Credits

    We credit a Named Executive Officer's account at the end of the calendar year with an investment credit based on the balance at the beginning of the year. The investment credit is based on the average return for one-year U.S. Treasury bills for the preceding 12-month period. The minimum interest rate under the Pension Plan is 4.65% and the maximum is 10%.

CHS Inc. 401(k) Plan

    The 401(k) Plan is a tax-qualified, defined contribution retirement plan. Most full-time, nonunion CHS employees are eligible to participate in the 401(k) Plan, including each Named Executive Officer. Participants may contribute between 1% and 50% of their pay on a pretax basis. We match 100% of the first 1% and 50% of the next 5% of pay contributed each year (maximum 3.5%). Our Board of Directors may elect to reduce or eliminate matching contributions for any year or any portion thereof. Participants are 100% vested in their own contributions and are fully vested after two years of service in matching contributions made on the participant’s behalf by us.
    
    Nonparticipants are automatically enrolled in the plan at a 3% contribution rate and, effective each January 1, the participant's contribution will be automatically increased by 1%. This escalation will stop once the participant's contribution reaches 15%. The participant may elect to cancel or change these automatic deductions at any time.

CHS Inc. Supplemental Executive Retirement Plan and CHS Inc. Deferred Compensation Plan

    Because the Internal Revenue Code limits the benefits that may be paid from the Pension Plan and the 401(k) Plan, the CHS Inc. Supplemental Executive Retirement Plan ("SERP") and the Deferred Compensation Plan were established to provide certain employees participating in the qualified plans with supplemental benefits such that, in the aggregate, they equal the benefits they would have been entitled to receive under the qualified plan had these limits not been in effect. The SERP also includes compensation deferred under the Deferred Compensation Plan that is excluded under the qualified retirement plan. All Named Executive Officers participate in the SERP. Participants in the plans are select management or highly compensated employees who have been designated as eligible by our CEO to participate.

    Compensation includes total salary and annual variable pay without regard to limitations on compensation imposed by the Internal Revenue Code. Company contributions under the Pension Plan and 401(k) Plan are not eligible for pay credits.

    Certain Named Executive Officers may have accumulated nonqualified plan balances or benefits that have been carried over from predecessor companies as a result of past mergers and acquisitions. Benefits from the SERP are primarily funded in a rabbi trust, with a balance as of August 31, 2022, of $33.0 million. Benefits from the plan do not qualify for special tax treatment under the Internal Revenue Code.

    The Deferred Compensation Plan allows eligible Named Executive Officers to voluntarily defer receipt of up to 75% of their base salary and up to 100% of their annual variable pay. The election must occur prior to the beginning of the calendar year in which the compensation will be paid. During the year ended August 31, 2021, all of the Named Executive Officers were eligible to participate in the Deferred Compensation Plan. Mr. Debertin and Ms. Nelligan participated in the elective portion of the Deferred Compensation Plan.

    Benefits from the Deferred Compensation Plan are primarily funded in a rabbi trust, with a balance as of August 31, 2022, of $134.4 million. Benefits from the plan do not qualify for special tax treatment under the Internal Revenue Code.

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Health and Welfare Benefits

    Like our other employees, each of the Named Executive Officers is entitled to receive benefits under our comprehensive health and welfare program. Like nonexecutive full-time employees, participation in the individual benefit plans is based on each Named Executive Officer's annual benefit elections and varies by individual.

Medical Plans

    Named Executive Officers and their dependents may participate in our medical plan on the same basis as other eligible full-time employees. The plan provides each Named Executive Officer an opportunity to choose a level of coverage and coverage options with varying deductibles and copays to pay for hospitalization, physician and prescription drug expenses. The cost of this coverage is shared by us and the covered Named Executive Officer.

Dental, Vision and Hearing Plan

    Named Executive Officers and their dependents may participate in our dental, vision and hearing plan on the same basis as other eligible full-time employees. The plan provides coverage for basic dental, vision and hearing expenses. The cost of this coverage is shared by us and the covered Named Executive Officer.

Life, AD&D and Dependent Life Insurance

    Named Executive Officers and their dependents may participate in our basic life, optional life, accidental death and dismemberment ("AD&D") and dependent life plans on the same basis as other eligible full-time employees. The plans allow Named Executive Officers an opportunity to purchase group life insurance on the same basis as other eligible full-time employees. Basic life insurance equal to one times eligible compensation will be provided at our expense on the same basis as other eligible full-time employees. Named Executive Officers can choose various coverage levels of optional and dependent life insurance at their own expense on the same basis as other eligible full-time employees. Employee optional life coverage includes an equal amount of AD&D coverage. We also provide at our expense Business Travel Accident coverage to Named Executive Officers when partaking in a business trip that furthers the business of CHS.

Short-term, Long-term and Individual Disability

    Named Executive Officers participate in our Short-Term Disability Plan ("STD") on the same basis as other eligible full-time employees. The Named Executive Officers also participate in an executive Long-Term Disability Plan ("LTD") and, effective January 1, 2023, will receive Individual Disability Insurance ("IDI"). These programs replace a portion of income in the event that a Named Executive Officer is disabled under the applicable terms and is unable to work full-time. The cost of STD and LTD coverage is, and the cost of IDI coverage will be, paid by us.

Flexible Spending Accounts/Health Savings Accounts

    Named Executive Officers may participate in our Flexible Spending Account ("FSA") or Health Savings Account ("HSA") on the same basis as other eligible full-time employees. The FSA and HSA provide Named Executive Officers an opportunity to pay for certain eligible medical expenses on a pretax basis. Contributions to the FSA and HSA are made by the Named Executive Officer.

Travel Assistance Program and Identity Theft Protection

    Like other nonexecutive full-time employees, each of the Named Executive Officers is covered by our travel assistance program and identity theft protection program. The travel assistance program provides AD&D protection should a covered injury or death occur while on a business trip. The identity theft protection program provides credit monitoring and restoration services to protect against identity theft.

Additional Benefits
    Certain benefits such as executive physical examinations and limited financial and tax planning assistance are available to our Named Executive Officers. These are provided as part of an overall total rewards package that strives to be competitive with comparable companies and retain individuals who are critical to us.


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Incentive Compensation Recovery Policy

    We have an Incentive Compensation Recovery Policy ("Recovery Policy") that applies to our current and former employees who are or were identified by us as an "officer" pursuant to Rule 16a-1(f) under the Securities Exchange Act of 1934 and The Nasdaq Stock Market LLC ("The Nasdaq") listing standards ("Covered Employee").
    The Recovery Policy provides that, in the event of a required revision of our previously issued financial statements to reflect the correction of one or more errors that are material to those financial statements, we will require reimbursement or forfeiture of any excess incentive compensation received by any Covered Employee during the three completed fiscal years immediately preceding the date on which we determine that we are required to prepare an accounting restatement. The amount of excess incentive compensation will be equal to the amount by which the Covered Employee's incentive compensation for the relevant period exceeded the amount that would have been earned or awarded based on the restated financial results, as determined by our Board of Directors. The method used to recover the applicable excess incentive compensation will be determined by our Board of Directors, in its sole discretion, and may include requiring reimbursement of cash incentive compensation that was previously paid, forfeiting any incentive compensation contribution made under the Deferred Compensation Plan, offsetting the recovered amount from any compensation or incentive compensation that may be earned or awarded in the future or taking any other remedial or recovery action permitted by law.

    The Recovery Policy also provides that, in the event our Board of Directors determines in good faith that a Covered Employee has engaged in detrimental conduct, we may require the Covered Employee to reimburse or forfeit all or a portion of the incentive compensation earned by or awarded to the Covered Employee, or in which the Covered Employee has become vested under the terms of the Deferred Compensation Plan. For purposes of the Recovery Policy, detrimental conduct includes:
deliberate and continued failure by a Covered Employee to substantially perform his or her duties and responsibilities in a manner that has an adverse effect on us;
knowing and willful violation of any law, government regulation or company code of conduct or policy;
fraud or dishonesty resulting or intended to result in personal enrichment at our expense; and/or

gross misconduct in the performance of duties that results in economic harm to us.
    Under the Recovery Policy, incentive compensation includes annual cash incentive awards granted pursuant to either the Annual Variable Pay Plan or an individual cash incentive plan, annual cash awards earned under the Profit Sharing Plan and cash-based performance awards granted pursuant to the ELTIP or any successor plan; in each case, provided that such compensation is granted, earned or vested based wholly or in part on the attainment of a financial performance measure.     

Agreements with Named Executive Officers

Mr. Debertin

    On May 22, 2017, Mr. Debertin was elected as our President and CEO, and in connection therewith entered into an employment agreement with us on that date (the "Employment Agreement"). On November 5, 2020, we entered into an amendment to the Employment Agreement ("Employment Agreement Amendment No. 1") with Mr. Debertin, pursuant to which the term of the Employment Agreement was extended to August 31, 2023, provided that, pursuant to the terms of the Employment Agreement, beginning on August 31, 2023, and on each August 31 thereafter, the Employment Agreement will automatically renew for an additional one-year period, unless either party notifies the other in writing, at least 120 days in advance of the relevant renewal date, of its intent not to renew the agreement for the additional one-year period. On November 3, 2021, we and Mr. Debertin entered into another amendment ("Employment Agreement Amendment No. 2") to the Employment Agreement, pursuant to which the terms of Mr. Debertin's long-term incentive compensation opportunity were amended as set forth below. The amended long-term incentive compensation opportunity contemplated by Employment Agreement Amendment No. 2 applies for each three-year performance period that begins on or after September 1, 2021.

Pursuant to the terms of the Employment Agreement, as amended by Employment Agreement Amendment No. 2, Mr. Debertin is entitled to, among other things:

An annual base salary of $1,150,000, which has subsequently been increased by our Board of Directors to $1,313,064 and which is subject to further increase by our Board of Directors from time to time;

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A target annual incentive compensation opportunity of 150% of his annual base salary with a maximum opportunity equal to twice the target opportunity, based on achievement of performance goals set by our Board of Directors; and

A target long-term incentive compensation award opportunity of 300% of his average annual base salary over each three-year performance period applicable to that award opportunity, with a threshold opportunity equal to one-half of the target opportunity and a maximum opportunity equal to twice the target opportunity. Prior to the execution of Employment Agreement Amendment No. 2, the Employment Agreement provided Mr. Debertin with a target long-term incentive compensation award opportunity of 150% of his average annual base salary over each three-year performance period applicable to that award opportunity with a maximum opportunity equal to three and one-third times his target award opportunity.

On November 1, 2022, we and Mr. Debertin entered into another amendment to the Employment Agreement ("Employment Agreement Amendment No. 3"), pursuant to which the term of the Employment Agreement was extended to August 31, 2026, and the termination provisions of the Employment Agreement were amended to provide that Mr. Debertin would receive welfare benefit continuation for two years following the termination of his employment, if Mr. Debertin chooses to retire from the Company on or after August 31, 2025.

The Employment Agreement provides that in the event of a restatement of our financial results due to material noncompliance with financial reporting requirements, if our Board of Directors determines in good faith that any compensation paid (or payable but not yet paid) to Mr. Debertin was awarded or determined based on that material noncompliance, then we are entitled to recover from him (or to reduce compensation determined but not yet paid) all compensation based on the erroneous financial data in excess of what would have been paid or been payable to him under the restatement.

    The severance pay and benefits to which Mr. Debertin would be entitled if we terminated his employment without cause or, if he terminated his employment for "good reason" are described below under "Post Employment."

Ms. Nelligan

Ms. Nelligan's compensation is set forth in a letter agreement we entered into with her on January 7, 2020 (the "Nelligan Letter Agreement"). The Nelligan Letter Agreement provides Ms. Nelligan with an initial annual base salary of $570,000 and a hiring bonus of $200,000 (which bonus amount is the amount to be paid to Ms. Nelligan, after applicable tax withholding), $100,000 of which was paid as a lump sum within 30 days of January 29, 2020, and $100,000 of which was paid as a lump sum within 30 days following one year of employment with us.

The Nelligan Letter Agreement provides that Ms. Nelligan's initial target award for purposes of the Annual Variable Pay Plan will be equal to 115% of her annual base salary on August 31 of each year, and required us to give Ms. Nelligan a full year of credit for the fiscal 2020 Annual Variable Pay Plan, rather than prorate her award for the time that she was employed by us during fiscal 2020.

The severance pay and benefits to which Ms. Nelligan would be entitled if we terminated her employment without cause or if she terminated her employment for "good reason" are described below under "Post Employment."

Mr. Smith

Mr. Smith's compensation is set forth in a letter agreement we entered into with him on January 1, 2021 (the "Smith Letter Agreement"). The Smith Letter Agreement provides Mr. Smith with an initial annual base salary of $570,000 and a hiring bonus in the gross amount of $1,500,000 ("Hiring Bonus"). The Smith Letter Agreement provides for the payment of the Hiring Bonus in three installments of $400,000 in each of June 2021, June 2022, and June 2023, and a final installment of $300,000 in June 2024, provided Mr. Smith is employed by CHS on the payment date. Notwithstanding the foregoing, the Smith Letter Agreement provides that, in the event of an employment separation by us without good reason prior to payment of any portion of the Hiring Bonus, we will pay the Hiring Bonus in full no later than 60 days from the date of separation. In addition, the Smith Letter Agreement provides that, in the event that during his second year of employment with us Mr. Smith voluntarily terminates, resigns or otherwise ends his employment relationship without good reason, or is involuntarily terminated for good cause, he will reimburse us at the rate of 1/12th of the total amount of the $400,000 installment paid in June 2022, net after tax, for each uncompleted month in such second year of employment.

The Smith Letter Agreement provides that Mr. Smith's initial target award for purposes of the Annual Variable Pay Plan will be equal to 115% of his annual base salary on August 31 of each year, and that Mr. Smith will receive a full year of credit for the fiscal 2021 Annual Variable Pay Plan, rather than a prorated award based on the time that he was employed by us during fiscal 2021. The Smith Letter Agreement also provides that Mr. Smith's initial target award for purposes of the ELTIP will be equal to 115% of the average of his annual base salary on August 31 of each year in the applicable three-year performance
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period, and that any award he receives under the ELTIP will be prorated by the number of full months (credited to September 1, 2020) he is eligible for participation in the ELTIP during the respective three-year performance period.

The Smith Letter Agreement also provides that we will assist with Mr. Smith's moving and relocation expenses and will reimburse Mr. Smith for one month of COBRA premium payments (net, after applicable tax withholding) for each of the two health insurance plans covering him and his family prior to his employment at CHS.

The severance pay and benefits to which Mr. Smith would be entitled if we terminated his employment without cause or if he terminated his employment for "good reason" are described below under "Post Employment."

Tax Considerations

    Section 162(m) of the Internal Revenue Code ("Section 162(m)") generally limits us to a deduction for federal income tax purposes of no more than $1 million of compensation paid to certain current and former executive officers in a taxable year.

    We believe that Section 162(m) is only one of several relevant considerations in setting compensation. We also believe that Section 162(m) should not be permitted to compromise our ability to design and maintain executive compensation arrangements that, among other things, are intended to attract and retain highly qualified executives in a competitive environment. As a result, we retain the flexibility to provide compensation that we determine to be in our best interests and the best interests of our member-owners, even if that compensation ultimately is not deductible for tax purposes.

Shareholder Advisory Votes on Executive Compensation

    We are not required to, and do not, conduct shareholder advisory votes on executive compensation under Section 14A of the Securities Exchange Act of 1934.
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Summary Compensation Table
Name and Principal PositionYearSalary
(1)
Bonus
(1)(2)
Nonequity
Incentive Plan
Compensation (1)(3)
Change in Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
(1)(4)
All Other
Compensation (1)(5-11)
Total
(1)
(Dollars)
Jay Debertin
President and Chief Executive Officer
2022$1,300,316 — 12,145,152 $661,879 $372,610 $14,479,957 
20211,274,819 — 7,229,841 816,884 127,858 9,449,402 
20201,262,442 — 8,188,034 1,267,791 435,790 11,154,057 
Olivia Nelligan
Executive Vice President and Chief Financial Officer
2022590,000 — 3,677,444 114,130 139,019 4,520,593 
2021570,000 100,000 1,866,304 129,853 259,825 2,925,982 
2020339,076 100,000 912,080 37,620 90,511 1,479,287 
Darin Hunhoff
Executive Vice President, Energy
2022584,659 — 4,391,964 49,859 150,806 5,177,288 
2021573,195 — 2,507,251 265,462 54,494 3,400,402 
2020567,630 — 3,236,871 563,056 167,292 4,534,849 
Richard Dusek Executive Vice President, Country Operations2022544,140 — 4,089,081 112,942 136,837 4,883,000 
2021532,421 — 2,332,916 272,341 73,888 3,211,566 
2020528,941 — 2,813,307 415,431 149,864 3,907,543 
Brandon Smith
Executive Vice President, General Counsel
2022581,400 400,000 3,124,550 121,053 241,139 4,468,142 
(1) Information on Mr. Smith includes compensation beginning in fiscal 2022 the first year in which he became a Named Executive Officer.

(2) Includes hiring bonus payments to Ms. Nelligan of $100,000 in fiscal 2020 and fiscal 2021; hiring bonus payment of $400,000 to Mr. Smith in fiscal 2022.

(3) Amounts include retention awards earned in fiscal 2022, annual variable pay awards and long-term incentive awards.

As discussed specifically in the "Other Compensation" section, the Board of Directors approved a retention award for certain of our senior officers, including each of the Named Executive Officers who were both active participants in the 2016-2018 ELTIP and active employees on the date the retention award was approved. Pursuant to its original terms, the retention award would generally be earned only if the participant continued active employment through January 1, 2021. In November 2020, our Board of Directors modified the terms of the retention award to provide that it would generally only be earned if the applicable participant continued active employment through January 1, 2022. The actual retention award value was distributed as follows in fiscal 2022: Mr. Debertin, $1,768,125; Mr. Hunhoff, $371,000; and Mr. Dusek, $347,988. Because Ms. Nelligan and Mr. Smith were not active participants in the 2016-2018 ELTIP or actively employed by us on the date the retention award was approved, they were not granted a retention award.

The actual annual variable pay award value was as follows in fiscal 2022, 2021 and 2020, respectively: Mr. Debertin, $3,939,192, $3,357,300 and $1,173,439; Ms. Nelligan, $1,380,000, $1,150,862 and $402,248; Mr. Hunhoff, $1,357,900, $1,157,313 and $404,503; Mr. Dusek, $1,265,000, $1,074,988 and $375,729; and Mr. Smith, $1,350,330 (Mr. Smith was not a Named Executive Officer in fiscal 2020 or 2021).

The actual long-term incentive award value was as follows in fiscal 2022, 2021 and 2020, respectively: Mr. Debertin, $6,437,835, $3,872,541 and $6,152,095; Ms. Nelligan, $2,297,444, $715,442 and $509,832; Mr. Hunhoff, $2,663,064, $1,349,938 and $2,544,868; Mr. Dusek, $2,476,093, $1,257,928 and $2,379,008; Mr. Smith, $1,774,220 (Mr. Smith was not a Named Executive Officer in fiscal 2020 or 2021).

(4) This column represents both changes in pension value and above-market earnings on deferred compensation. Change in pension value is the aggregate change in the actuarial present value of the Named Executive Officer's benefit under his or her retirement program and nonqualified earnings, if applicable.

The aggregate change in the actuarial present value was as follows in fiscal 2022, 2021 and 2020, respectively: Mr. Debertin,$334,447, $504,012 and $1,086,570; Ms. Nelligan, $88,098, $118,911 and $37,484; Mr. Hunhoff, $(320,238), $224,788 and $552,962; Mr. Dusek, $(25,231), 182,389 and $394,289; and Mr. Smith, $112,719 (Mr. Smith was not a Named Executive Officer in fiscal 2020 or 2021). Negative values are not reflected in the sum reported in the column.

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Above-market earnings on deferred compensation represent earnings exceeding 120% of the Federal Reserve long-term rate as determined by the Internal Revenue Service ("IRS") on applicable funds and was as follows in fiscal 2022, 2021 and 2020, respectively: Mr. Debertin, $327,432, $312,872 and $181,221; Ms. Nelligan, $26,032, $10,942 and $136; Mr. Hunhoff, $49,859, $40,674 and $10,094; Mr. Dusek, $112,942, $89,952 and $21,142; and Mr. Smith, $8,334 (Mr. Smith was not a Named Executive Officer in fiscal 2020 or 2021).

(5) Includes fiscal 2022 employer contributions to the Deferred Compensation Plan: Mr. Debertin, $345,355; Ms. Nelligan, $118,277; Mr. Hunhoff, $119,030; Mr. Dusek, $109,428; and Mr. Smith, $98,992.

(6) Includes fiscal 2022 employer contribution to the 401(k) Plan: Mr. Debertin, $16,242; Ms. Nelligan, $11,385; Mr. Hunhoff $16,475; Mr. Dusek, $16,125; and Mr. Smith, $12,175.

(7) For fiscal 2022, includes executive LTD, travel accident insurance, executive physical, financial planning, wellness program incentive, companion travel, and token commemorative gift for Mr. Debertin.

(8) For fiscal 2022, includes executive LTD, travel accident insurance, executive physical, wellness program incentive, and token commemorative gift for Ms. Nelligan.

(9) For fiscal 2022, includes executive LTD, travel accident insurance, executive physical, wellness program incentive, companion travel, and token commemorative gift for Mr. Hunhoff.

(10) For fiscal 2022, includes executive LTD, travel accident insurance, executive physical, financial planning, companion travel, and token commemorative gift for Mr. Dusek.

(11) For fiscal 2022, includes moving and relocation expenses of $40,857 and aggregate gross-ups for taxes of $83,983, in each case, in accordance with the Smith Letter Agreement, as well as executive LTD, travel accident insurance and token commemorative gift for Mr. Smith.

Agreements with Named Executive Officers

    On May 22, 2017, we entered into an Employment Agreement with Mr. Debertin, our President and Chief Executive Officer, which was amended by Employment Agreement Amendment No. 1 on November 5, 2020, Employment Agreement Amendment No. 2 on November 3, 2021, and Employment Agreement No. 3 on November 1, 2022. The Employment Agreement, as amended by Employment Agreement Amendment No. 1, Employment Agreement Amendment No. 2 and Employment Agreement No. 3, supersedes all previous agreements we had with Mr. Debertin. The Employment Agreement was entered into in order to clearly define the obligations of the parties thereto with respect to employment matters, as well as the compensation and benefits to be provided to Mr. Debertin upon termination of employment. The severance payments to which Mr. Debertin would be entitled under the Employment Agreement, as amended by Employment Agreement Amendment No. 1, Employment Agreement Amendment No. 2 and Employment Agreement No. 3, if we terminated his employment without cause or if he terminated his employment for "good reason" are described below under the heading "Post Employment." Other details of the Employment Agreement, as amended by Employment Agreement, Amendment No. 1, Employment Agreement Amendment No. 2, Employment Agreement No. 3 and Mr. Debertin's employment arrangement with us are described in "Compensation Discussion and Analysis" above.
The severance payments to which Ms. Nelligan would be entitled under the Nelligan Letter Agreement if we terminated her employment without cause or if she terminated her employment for "good reason" are described below under the heading "Post Employment." Other details of the Nelligan Letter Agreement and Ms. Nelligan's employment arrangement with us are described in "Compensation Discussion and Analysis" above.

    The severance payments to which Mr. Smith would be entitled under the Smith Letter Agreement if we terminated his employment without cause or if he terminated his employment for "good reason" are described below under the heading "Post Employment." Other details of Mr. Smith's employment arrangement with us are described in the "Compensation Discussion and Analysis" above.
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2022 Grants of Plan-Based Awards
Estimated Future Payouts Under
Nonequity Incentive Plan Awards
NameGrant DateThresholdTargetMaximum
(Dollars)
Jay Debertin
9/9/21(1)
$956,114 $1,912,229 $3,824,457 
9/9/21(2)
1,912,229 3,824,457 7,648,914 
Olivia Nelligan
9/9/21(1)
327,750 655,500 1,311,000 
9/9/21(3)
356,250 712,500 2,850,000 
Darin Hunhoff
9/9/21(1)
329,587 659,174 1,318,349 
9/9/21(3)
358,247 716,494 2,865,975 
Richard Dusek
9/9/21(1)
306,142 612,284 1,224,568 
9/9/21(3)
332,763 665,526 2,662,105 
Brandon Smith
9/9/21(1)
327,750 655,500 1,311,000 
9/9/21(3)
356,250 712,500 2,850,000 
(1) Represents range of possible awards under our fiscal 2022 Annual Variable Pay Plan.

(2) Represents range of possible awards under our ELTIP for the fiscal 2022-2024 performance period for Mr. Debertin. Values for Mr. Debertin reflect the amendments to his long-term incentive compensation opportunity made pursuant to Employment Agreement Amendment No. 2, including an increase in ELTIP target award opportunity to 300% of base salary. Awards are measured over a three-year period and vest over an additional 28-month period.

(3) Represents range of possible awards under our ELTIP for the fiscal 2022-2024 performance period for Ms. Nelligan, Mr. Hunhoff, Mr. Dusek and Mr. Smith. Values include an increase in ELTIP target award opportunity to 125% of base salary. Awards are measured over a three-year period and vest over an additional 28-month period.

The material terms of annual variable pay and long-term incentive awards that are disclosed in this table, including the vesting schedule, are described under "Compensation Discussion and Analysis" above.

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2022 Pension Benefits
NamePlan NameNumber of Years of Credited ServicePresent Value of Accumulated Benefits
(Years)(Dollars)
Jay Debertin(1)
Pension Plan38.2500$1,249,457 
 SERP38.25005,757,944 
Olivia NelliganPension Plan2.583335,962 
SERP2.5833208,531 
Darin HunhoffPension Plan30.2500780,275 
 SERP30.25001,274,007 
Richard Dusek(1)
Pension Plan34.0833977,406 
SERP34.08331,089,526 
Brandon SmithPension Plan1.416713,601 
SERP1.4167127,161 
(1) Mr. Debertin and Mr. Dusek are eligible for early retirement in both the Pension Plan and the SERP.

    The above table shows the present value of accumulated retirement benefits that Named Executive Officers are entitled to under the Pension Plan and the SERP.

    For a discussion of the material terms and conditions of the Pension Plan and the SERP, see "Compensation Discussion and Analysis" above.

The present value of accumulated benefits is determined in accordance with the same assumptions outlined in Note 13, Benefit Plans, of the notes to the consolidated financial statements that are included in this Annual Report on Form 10-K:

Discount rate of 4.68% for the Pension Plan and 4.43% for the SERP;

Each Named Executive Officer is assumed to retire at the earliest retirement age at which unreduced benefits are available (age 65). The early retirement benefit under the cash balance plan formula is equal to the participant’s account balance; and

Payments under the cash balance formula of the Pension Plan assume a lump sum payment. SERP benefits are payable as a lump sum.

    The normal form of benefit for a single Named Executive Officer is a life-only annuity, and for a married Named Executive Officer the normal form of benefit is a 50% joint and survivor annuity. Other annuity forms are also available on an actuarial equivalent basis. A lump sum option is also available.

    All Named Executive Officers' retirement benefits at normal retirement age will be equal to their accumulated benefits under the Pension Plan and the SERP, as described under "Compensation Discussion and Analysis" above.











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2022 Nonqualified Deferred Compensation
NameExecutive
Contributions in
Last Fiscal Year (1)
Registrant
Contributions in
Last Fiscal Year (2)
Aggregate
Earnings in Last Fiscal Year (3)
Aggregate
Withdrawals/
Distributions
Aggregate Balance
at Last Fiscal Year End (2)(4)
(Dollars)
Jay Debertin$262,613 $4,209,780 $(1,150,118)$540,667 $27,054,146 
Olivia Nelligan241,686 828,847 10,476 — 1,820,992 
Darin Hunhoff— 1,466,170 (825,317)— 7,680,042 
Richard Dusek— 1,364,784 217,091 400,837 5,840,140 
Brandon Smith— 546,277 15,894 — 562,171 
(1) Includes contributions into the Deferred Compensation Plan by the Named Executive Officers representing deferred salary and deferred annual incentive pay. A portion of the contributions reported in this column are included within the amount reported as fiscal 2022 salary in the "Salary" column of the Summary Compensation Table. The specific amounts reported as fiscal 2022 salary in the Summary Compensation Table are: Mr. Debertin, $262,613; and Ms. Nelligan, $126,600. Another portion of the contributions reported in this column are included within the amount reported as 2021 nonequity incentive plan compensation in the "Nonequity Incentive Plan Compensation" column of the Summary Compensation Table. Those contributions were made in early fiscal 2022 based on fiscal 2021 results. The specific amount reported as 2021 nonequity incentive plan compensation in the Summary Compensation Table is: Ms. Nelligan, $115,086.

(2) Contributions are made by us into the Deferred Compensation Plan on behalf of Named Executive Officers. Amounts include ELTIP contributions made in early fiscal 2022 based on fiscal 2019-2021 results, which contributions are also included in the amounts reported in the 2021 "Nonequity Incentive Plan Compensation" column of the Summary Compensation Table: Mr. Debertin, $3,872,541; Ms. Nelligan, $715,442; Mr. Hunhoff, $1,349,938; Mr. Dusek, $1,257,928; and Mr. Smith, $451,858. Also included are retirement contributions made in early fiscal 2022 based on fiscal 2021 results for Profit Sharing and 401(k) match on amounts exceeding IRS compensation limits. Those contributions, and applicable tax withholding, are also included in amounts reported in the "All Other Compensation" column of the Summary Compensation Table for fiscal 2022: Mr. Debertin, $337,239; Ms. Nelligan, $113,405; Mr. Hunhoff, $116,232; Mr. Dusek $106,856; and Mr. Smith, $94,419.

(3) The amounts in this column include the change in value of the balance, not including contributions made by or on behalf of the Named Executive Officer. Amounts include the following above-market earnings in fiscal 2022 that are also reflected in the "Change in Pension Value and Nonqualified Deferred Compensation Earnings" column of the Summary Compensation Table: Mr. Debertin, $324,996; Ms. Nelligan, $26,032; Mr. Hunhoff, $49,859; Mr. Dusek, $112,942; and Mr. Smith, $8,334

(4) Amounts vary in accordance with individual pension plan provisions and voluntary employee deferrals and withdrawals. Amounts reported in this column include amounts previously reported in CHS's Summary Compensation Table in previous fiscal years when earned if the Named Executive Officer's compensation was required to be disclosed in a previous fiscal year. Amounts previously reported in such fiscal years include earned, but deferred, salary and annual incentive pay; ELTIP contributions, retirement contributions on amounts exceeding IRS compensation limits, profit sharing contributions and 401(k) match contributions made by us on behalf of the Named Executive Officer; and above-market earnings on deferred compensation. Amounts reported in this column also include rollovers, voluntary salary and voluntary incentive plan contributions from predecessor plans with predecessor employers that have increased in value over the course of the Named Executive Officer's career. Named Executive Officers may defer up to 75% of their base salary and up to 100% of their annual variable pay to the Deferred Compensation Plan. Earnings on amounts deferred under the Deferred Compensation Plan are determined based on the investment election made by the Named Executive Officer from five market-based notional investments with a varying level of risk selected by us and a fixed rate fund. The notional investment returns for fiscal 2022 were as follows: Vanguard Federal Money Market, 0.48%; Vanguard Life Strategy Income, -12.41%; Vanguard Life Strategy Conservative Growth, -13.34%; Vanguard Life Strategy Moderate Growth, -14.26%; Vanguard Life Strategy Growth, -15.24%; and Fixed Rate, 4.00%.

Named Executive Officers may change their investment election daily. Payments of amounts deferred are made in accordance with elections by the Named Executive Officer and in accordance with Section 409A under the Internal Revenue Code. Payments under the Deferred Compensation Plan may be made at a specified date elected by the Named Executive Officer or deferred until retirement, disability, or death. Such payments would be made in a lump sum. In the event of retirement, the Named Executive Officer can elect to receive payments either in a lump sum or annual installments up to 10 years.

    For a discussion of the material terms and conditions of the Deferred Compensation Plan, see "Compensation Discussion and Analysis" above.







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Post Employment

    Pursuant to the terms of his Employment Agreement, Mr. Debertin, our President and CEO, is entitled to severance in the event that his employment is terminated by us without cause or by him with "good reason." Specifically, severance under the Employment Agreement would consist of:

The annual incentive compensation Mr. Debertin would have been entitled to receive for the year in which his termination occurred as if he had continued until the end of that fiscal year, determined based on our actual performance for that fiscal year relative to the performance goals applicable to Mr. Debertin (with that portion of the annual incentive compensation based on completion or partial completion of previously specified personal goals equal to 30% of the target annual incentive), prorated for the number of days in the fiscal year through Mr. Debertin’s termination date and generally payable in a cash lump sum at the time that incentive awards are payable to other participants;

Two times Mr. Debertin's base salary plus two times his target annual incentive compensation, payable in three equal installments with the first installment payable 60 days following termination and the second and third installments payable on the first and second anniversary dates of termination, respectively; and

Welfare benefit continuation for two years following termination.

The Nelligan Letter Agreement provides for severance in the event Ms. Nelligan's employment is terminated by us without cause or by her with "good reason" in the amount of one year of base pay and prorated annual variable pay, payable as a lump sum. In addition, the Nelligan Letter Agreement provides that we will reimburse Ms. Nelligan's reasonable, documented repatriation expenses to the Lake Geneva, Wisconsin, area in the event her employment is terminated by us without cause or by her with "good reason" within the first 36 months of her employment.

The Smith Letter Agreement provides for severance in the event Mr. Smith's employment is terminated by us without cause or by him with "good reason" in the amount of one year of base pay and prorated annual variable pay, payable as a lump sum.
        
    During fiscal 2022, Messrs. Hunhoff and Dusek were covered by a broad-based employee severance program that provided executives with a lump sum payment of 26 weeks of pay, plus one week of pay per year of service, with a 12-month cap.

    The severance pay that the Named Executive Officers would have been entitled to had they been terminated by us without cause or terminated their employment for "good reason," in each case, as of the last business day of fiscal 2022 is as follows:
NameAmount
(Dollars)
Jay Debertin (1)(2)
$6,613,224 
Olivia Nelligan (3)(4)
1,390,000 
Darin Hunhoff533,623 
Richard Dusek550,000 
Brandon Smith (3)
1,262,265 
(1) Includes the value of health and welfare insurance based on current monthly rates.

(2) For purposes of calculating the prorated portion of Mr. Debertin's unpaid annual variable pay award for the fiscal year in which the termination occurred, assumes an annual variable pay award at target performance for the entire fiscal year.

(3) Assumes an annual variable pay award at target performance for the entire fiscal year.

(4) Assumes that Ms. Nelligan would incur an estimated $100,000 of repatriation expenses to the Lake Geneva, Wisconsin, area that we would be required to reimburse under the Nelligan Letter Agreement.

    There are no other severance benefits offered to our Named Executive Officers, except for up to 12 months of career transition services and government mandated benefits such as COBRA. Except as otherwise set forth above, the method of payment would be a lump sum. Named Executive Officers not covered by employment agreements are not offered any special
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postretirement health and welfare benefits that are not offered to other similarly situated (i.e., age and service) salaried employees.

Pay Ratio

    The following pay ratio and supporting information compares the annual total compensation of our employees other than our CEO (including full-time, part-time, seasonal and temporary employees) and the annual total compensation of our CEO, as required by Section 953(b) of Dodd-Frank. The pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K promulgated by the SEC. For fiscal 2022, our last completed fiscal year:

The median of the annual total compensation of all our employees (other than the CEO) was $71,666; and

The annual total compensation of our CEO, as reported in the Summary Compensation Table set forth above, was $14,479,957.

    Based on this information, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all other employees was 202:1. To determine the pay ratio, we took the following steps:

We determined that as of June 1, 2022, the determination date, our employee population consisted of approximately 9,173 individuals, 8,565 of whom were located in the United States and 608 of whom were located outside of the United States. This population consisted of our full-time, part-time, temporary and seasonal employees. From this population, we excluded 349 individuals who were located in the following countries: Argentina (48), Bulgaria (4), Canada (5), China (32), Hungary (17), Italy (3), Paraguay (11), Romania (106), Russia (2), Serbia (5), Singapore (18), South Korea (3), Spain (27), Switzerland (17), Taiwan (3), Ukraine (39) and Uruguay (9). Excluding these employees, our employee population that was used to calculate the pay ratio consisted of 8,824 individuals.

To identify the median employee, we compared regular, bonus and overtime wages (or their equivalents). We then applied a statistical sampling methodology to produce a sample of employees who were paid within a 5% range of the median regular, bonus and overtime wages (or their equivalents) and selected an employee from within that group as our median employee.

Once we identified our median employee, we calculated that employee's annual total compensation for fiscal 2022 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K promulgated by the SEC, resulting in annual total compensation of $71,666.

With respect to our CEO, we used the amount reported as total compensation in the Summary Compensation Table set forth above.

    In adopting the pay ratio rule, the SEC expressly sought to provide flexibility to each company to determine the methodology that best suits its own facts and circumstances. Our pay ratio should not be compared to other companies' pay ratios, because it is based on a methodology specific to us, and certain material assumptions, adjustments and estimates have been made in the calculation of the ratio.

Director Compensation

Overview

    Our Board of Directors met eight times during the fiscal year ended August 31, 2022. Each director (other than the chair of the Board) is a member of two Board committees. At a minimum, each Board committee meets during each of the Board's six regular meetings. For fiscal 2022, each director was provided compensation equivalent to $85,000 per year from September 1, 2021, through December 31, 2021, and equivalent to $89,000 per year from January 1, 2022, through August 31, 2022, paid in 12 monthly payments, plus actual expenses and a travel allowance, with the chair of the Board receiving additional annual compensation of $24,000, the first vice chair and the secretary-treasurer each receiving additional annual compensation of $6,000, all Board committee chairs receiving additional annual compensation of $9,000 and members of the Executive Committee who are not eligible for other premiums receiving additional annual compensation of $3,000. These amounts (other than the $89,000 annual compensation amount), as well as the minimum retirement plan account contribution for the fiscal years 2022-2024 performance period under the Deferred Compensation Plan discussed in greater detail below, were determined after taking into account the analysis included in the market study of director compensation conducted for the Governance Committee by Mercer (U.S.), a global compensation consulting firm, in fiscal 2019. During fiscal 2022, in order to
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continue to align our director compensation with market practices, our Board of Directors approved increasing annual director compensation from $89,000 to $93,700, effective January 1, 2023. Each director also receives a per diem of $500 plus actual expenses and travel allowance for each day spent at meetings other than regular Board meetings and the CHS Annual Meeting and a per diem of $250 for conference calls other than regular Board meetings. The number of days per diem for days spent at meetings other than regular Board meetings and the CHS Annual Meeting may not exceed 55 days annually, except that the chair of the Board is exempt from this limit. There is no cap on per diems permitted for conference calls.

    Further, directors are eligible to participate in the Deferred Compensation Plan through a retirement plan account. Other than direct contributions, contributions to the retirement plan account in the Deferred Compensation Plan are made based on our ROIC performance during specific three-year periods, with ROIC defined in the same manner as for the ELTIP. We believe that using the ROIC performance metric for this purpose aligns the interests of our directors with the interests of our management and member-owners. The ROIC performance goal levels are established and approved by our Board of Directors prior to each three-year performance period. Deferred Compensation Plan credits are based on ROIC performance results, as detailed on the following pages.

Director Retirement and Health Care Benefits

    Members of our Board of Directors are eligible for certain retirement and health care benefits. The director retirement plan is a defined benefit plan and provides for a monthly benefit for the director's lifetime, beginning at age 60. Benefits are immediately vested and the monthly benefit is determined according to the following formula: $250 times years of service on the Board (up to a maximum of 15 years). Under no event will the benefit payment be payable for less than 120 months. Payment will be made to the retired director's beneficiary in the event of the director's death before 120 payments are made.

    Effective August 31, 2011, future accruals under the director retirement plan were frozen. Directors elected after that date are not eligible for benefits under that plan.

    Retirement benefits are funded by a rabbi trust, with a balance of $7.1 million as of August 31, 2022.

    Directors serving as of September 1, 2005, and their eligible dependents, are eligible to participate in our medical, life, dental, vision and hearing plans. We will pay 100% of the medical premium for the director and the eligible director's dependents while the director is active on the Board. Term life insurance cost is paid by the director. Retired directors and their dependents are eligible to continue medical and dental insurance with the premiums paid by us after they leave the Board, until they are eligible for Medicare. In the event a director's coverage ends due to death or Medicare eligibility, we will pay 100% of the premium for the eligible spouse and eligible dependents until the spouse reaches Medicare age or upon death, if earlier.

    New directors elected on or after December 1, 2006, and their eligible dependents, are eligible to participate in our medical, dental, vision and hearing plans. We will pay 100% of the premium for the director and eligible dependents while the director is active on the Board. In the event a director leaves the Board prior to Medicare eligibility, premiums will be shared based on the following schedule:
Years of ServiceDirectorCHS
Up to 3100%0%
3 to 650%50%
6+0%100%

    In the event a director's coverage ends due to death or Medicare eligibility, premiums for the eligible spouse and eligible dependents will be shared based on the same schedule until the spouse reaches Medicare age or upon death, if earlier.

Deferred Compensation Plan

    Directors are eligible to participate in the Deferred Compensation Plan. Each participating director may elect to defer up to 100% of his or her monthly director fees into the Deferred Compensation Plan. This must be done prior to the beginning of the calendar year in which the fees will be earned, or in the case of newly elected directors, upon election to the Board. During fiscal year 2022, the following directors deferred Board fees pursuant to the Deferred Compensation Plan: Mr. Beckman, Mr. Clemensen, Mr. Erickson, Mr. Fritel, Mr. Johnsrud, Mr. Kehl, Mr. Meyer, Mr. Riegel, Mr. Throener and Ms. Wagner.

    Benefits are funded in a rabbi trust. The Deferred Compensation Plan rabbi trust balance reported elsewhere in this Annual Report on Form 10-K includes amounts deferred by the directors.
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    Each year we will credit an amount to each director's retirement plan account under the Deferred Compensation Plan. The fiscal year 2022 credit to each director's retirement plan account was based on the following ROIC performance goals for fiscal years 2020-2022:         
Amount Credited*ROIC Performance
$100,000 (Superior performance)7.9% ROIC
$50,000 (Maximum)6.9% ROIC
$25,000 (Target, minimum contribution amount)5.9% ROIC
*The amount credited for the fiscal years 2020-2022 performance period was required to be mathematically interpolated when results occurred between the superior performance, maximum and target ROIC performance levels. If results had been less than the target ROIC performance level, the amount credited would have been $25,000.

Actual ROIC performance for the fiscal years 2020-2022 performance period was 9.24% and, accordingly, $100,000 was credited to each director's retirement plan account under the Deferred Compensation Plan. This amount is reflected in the Director Compensation Table.

Upon leaving our Board of Directors during the fiscal year, a director's credit for that partial fiscal year will be the target amount ($25,000) prorated through the end of the month in which the director departs. Directors who join our Board of Directors during the fiscal year receive credit for that partial fiscal year based on the actual ROIC for that fiscal year, prorated from the first of the month following the month in which the director joins our Board of Directors to the end of the fiscal year.

Director Incentive Compensation Recovery Policy
    We have an Incentive Compensation Recovery Policy ("Director Recovery Policy") that applies to our current and former directors ("Covered Director").

    The Director Recovery Policy provides that, in the event of a required revision of our previously issued financial statements to reflect the correction of one or more errors that are material to those financial statements, we will require reimbursement or forfeiture of any excess covered deferred compensation received by any Covered Director during the three completed fiscal years immediately preceding the date on which we determine that we are required to prepare an accounting restatement. For purposes of the Director Recovery Policy, covered deferred compensation includes contributions made to a Covered Director's retirement plan account under the Deferred Compensation Plan, or any successor plan, provided that such contributions are made based wholly or in part on the attainment of a financial performance measure. The amount of excess retirement plan account contribution will be equal to the amount by which the Covered Director's retirement account contribution for the relevant period exceeded the amount that would have been contributed based on the restated financial results, as determined by our Board of Directors. The method used to recover the applicable excess contribution will be determined by our Board of Directors, in its sole discretion, and may include forfeiting any deferred compensation contribution made under the Deferred Compensation Plan or taking any other remedial or recovery action permitted by law.

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2022 Director Compensation
NameFees Earned or
Paid in Cash (1)
Change in Pension Value and Nonqualified Deferred Compensation Earnings (2)All Other
Compensation (3)
Total
(Dollars)
David Beckman$95,417 $152 $117,656 $213,225 
Clinton J. Blew114,167 13,879 127,965 256,011 
Hal Clemensen113,417 761 118,021 232,199 
Scott Cordes102,667 16,138 100,417 219,222 
Jon Erickson113,542 2,769 118,021 234,332 
Mark Farrell96,667 3,506 101,601 201,774 
Steve Fritel112,917 47 118,021 230,985 
Alan Holm114,167 4,743 118,021 236,931 
David Johnsrud120,417 3,440 118,726 242,583 
Tracy Jones116,667 296 125,023 241,986 
David Kayser105,917 12,669 126,169 244,755 
Russell Kehl113,167 317 124,997 238,481 
Perry Meyer106,667 2,515 118,339 227,521 
Steve Riegel98,667 4,278 118,021 220,966 
Daniel Schurr130,167 4,012 124,881 259,060 
Kevin Throener106,167 49 127,965 234,181 
Cortney Wagner101,417 188 100,417 202,022 

(1) Of this amount, the following directors deferred the succeeding amounts to the Deferred Compensation Plan: Mr. Beckman, $16,664; Mr. Clemensen, $21,997; Mr. Erickson, $24,000; Mr. Fritel, $70,200; Mr. Johnsrud, $24,000; Mr. Kehl, $30,000; Mr. Meyer, $6,000; Mr. Riegel, $9,333; Mr. Throener, $6,000; and Ms. Wagner, $22,909.

(2) This column represents both changes in pension value and above-market earnings on deferred compensation. Change in pension value is the aggregate change in the actuarial present value of the director's benefit under his retirement program, and nonqualified earnings, if applicable. The change in pension value will vary by director based on several factors including age, service, pension benefit elected (lump sum or annuity), discount rate and mortality factor used to calculate the benefit due. Future accruals under the plan were frozen as of August 31, 2011, as stated above. The following directors had the following changes in pension values during fiscal 2022: Mr. Blew, $(11,445); Mr. Fritel, $(73,712); Mr. Kayser, $(53,563); Mr. Riegel, $(37,854); and Mr. Schurr, $(56,268). Negative values are not reflected in the sum reported in this column.

Above-market earnings represent earnings exceeding 120% of the Federal Reserve long-term rate on applicable funds as determined by the IRS. The following directors had above-market earnings during fiscal 2022: Mr. Beckman, $152; Mr. Blew, $13,879; Mr. Clemensen, $761; Mr. Cordes, $16,138; Mr. Erickson, $2,769; Mr. Farrell, $3,506; Mr. Fritel, $47; Mr. Holm, $4,743; Mr. Johnsrud, $3,440; Mr. Jones, $296; Mr. Kayser, $12,669; Mr. Kehl, $317; Mr. Meyer, $2,515; Mr. Riegel, $4,278; Mr. Schurr, $4,012; Mr. Throener, $49; and Ms. Wagner, $188.

(3) All other compensation includes health insurance premiums, conference and registration fees, meals, a token commemorative gift, and related spousal expenses for trips made with a director on CHS business. Total amounts vary primarily due to the variations in health insurance premiums, which are due to the number of dependents covered. The health insurance premiums paid were less than $25,000 for each director, other than Mr. Blew, $27,548; Mr. Kayser, $25,752; and Mr. Throener, $27,548.

All other compensation also includes fiscal 2022 director retirement plan Deferred Compensation Plan contributions of $100,000 for each director.






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Compensation Committee Interlocks and Insider Participation

    Our Board of Directors does not have a compensation committee. The Executive Committee performs the equivalent functions of a compensation committee with respect to our CEO, and the Governance Committee performs the equivalent functions of a compensation committee, other than with respect to our CEO.

During fiscal 2022, the members of the Executive Committee were Messrs. Schurr (chair), Blew (vice chair), Erickson, Holm and Kehl, and the members of the Governance Committee were Mr. Jones (chair), Ms. Wagner (vice chair), and Messrs. Kayser, Kehl, Riegel, and Throener. During fiscal 2022, no executive officer of CHS served on the compensation committee (or other board committee performing equivalent functions) or board of directors of any other entity that had any executive officer who also served on the Executive Committee, the Governance Committee or our Board of Directors. None of the directors who served as a member of the Executive Committee or Governance Committee during fiscal 2022 are, or have been, officers or employees of CHS.

See Item 13, Certain Relationships and Related Transactions, and Director Independence, of this Annual Report on Form 10-K for directors, including Messrs. Cordes, Erickson, Fritel, Johnsrud, Jones, Kayser, Kehl and Throener, who were a party to related-person transactions.

Compensation Committee Report

The Executive Committee (the committee of our Board of Directors that performs the equivalent functions of a compensation committee with respect to our CEO) and the Governance Committee (the committee of our Board of Directors that performs the equivalent functions of a compensation committee, other than with respect to our CEO) have each reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K promulgated by the SEC with management and, based on such review and discussions, each of the Executive Committee and the Governance Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K.

Respectfully submitted,

Executive Committee
Daniel Schurr, Chair
Clinton J. Blew
Jon Erickson
Alan Holm
Russell Kehl

Governance Committee
Tracy Jones, Chair
David Kayser
Russell Kehl
Steve Riegel
Kevin Throener
Cortney Wagner


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ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

    Beneficial ownership of our equity securities by each member of our Board of Directors, each of our Named Executive Officers and all members of our Board of Directors and executive officers as a group as of October 18, 2022, is shown below. Except as indicated in the footnotes to the following table, each person has sole voting and investment power with respect to all shares attributable to such person.
Title of Class
8% Cumulative Redeemable
Preferred Stock
Class B Cumulative Redeemable Preferred Stock
Name of Beneficial OwnerAmount of
Beneficial Ownership
% of Class (1)Amount of
Beneficial Ownership
% of Class (2)
Directors:(Shares) (Shares)
David Beckman— *— *
Clinton J. Blew— *— *
Hal Clemensen— *— *
Scott Cordes (3)
— *12,850 *
Jon Erickson— *— *
Mark Farrell3,000 *— *
Steven Fritel— *— *
Alan Holm— *— *
David Johnsrud— *1,650 *
Tracy Jones— *— *
David Kayser— *630 *
Russell Kehl— *— *
Perry Meyer (3)
120 *— *
Steve Riegel2,145 *1,460 *
Daniel Schurr— *— *
Kevin Throener— *— *
Cortney Wagner— *— *
Named Executive Officers: 
Jay Debertin (3)
1,200 *— *
Richard Dusek— *— *
Darin Hunhoff596 *— *
Olivia Nelligan— *— *
Brandon Smith— *— *
All other executive officers— *400 *
Directors and executive officers as a group7,061 *16,990 *
*Less than 1%.

(1) As of October 18, 2022, there were 12,272,003 shares of 8% Cumulative Redeemable Preferred Stock outstanding.

(2) As of October 18, 2022, there were 78,659,066 shares of Class B Cumulative Redeemable Preferred Stock outstanding with 21,459,066, 16,800,000, 19,700,000 and 20,700,000 attributed to Series 1, Series 2, Series 3 and Series 4, respectively.

(3) Includes shares held by spouse, children and Individual Retirement Accounts.

    We have no compensation plans under which our equity securities are authorized for issuance.

    To our knowledge, there is no person or group who is a beneficial owner of more than 5% of any class or series of our preferred stock.

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ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

    Because our directors must be active patrons of CHS or of an affiliated association, transactions between us and our directors are customary and expected. Transactions include the sales of commodities to us and the purchases of products and services from us, as well as patronage refunds and equity redemptions received from us. During the year ended August 31, 2022, the value of those transactions between a particular director (and any immediate family member of a director, which includes any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law and any person (other than a tenant or employee) sharing the household of such director) and us in which the total amount involved exceeded $120,000 is shown below.
Transaction Type
NameTransactions with CHSCash Patronage Dividends
(Dollars)
Scott Cordes$518,188 $— 
Jon Erickson586,311 3,351 
Steve Fritel131,516 2,484 
David Johnsrud2,344,634 13,263 
Tracy Jones3,855,464 4,604 
David Kayser1,279,005 3,904 
Russell Kehl8,137,327 16,340 
Kevin Throener2,168,734 6,429 

    Additionally, Kehl Farms, LLC, which is owned by our director Russell Kehl, entered into two 2022 crop inputs loans with CHS Capital for the purchase of crop inputs, seeds, supplies and fuel in January 2022 ("Kehl Loans"). The Kehl Loans bear interest at the rates of 8.75% and 0% per annum, payable upon maturity in February 2023 and December 2022, respectively. The largest aggregate amount of principal outstanding under the Kehl Loans during the year ended August 31, 2022, and the balance on August 31, 2022, was $3,438,145. During the year ended August 31, 2022, no principal or interest was paid on the Kehl Loans. Also, in December 2021, our director David Kayser entered into a 2022 crop inputs loan with CHS Capital for the purchase of crop inputs with a maturity date in January 2023 ("Kayser Loan"). No interest accrues or is payable under the Kayser Loan. The largest aggregate amount of principal outstanding under the Kayser Loan during the year ended August 31, 2022, and the balance on August 31, 2022, was $140,000. The terms of these financing arrangements were provided pursuant to financing programs widely available to our qualified customers.

Review, Approval or Ratification of Related Party Transactions

    Pursuant to its amended and restated charter, our Audit Committee has responsibility for the review and approval of all transactions between CHS and any related parties or affiliates of CHS, including its officers and directors, other than transactions in the ordinary course of business and on market terms.

    Related persons can include any of our directors or executive officers and any of their immediate family members, as defined by the SEC. In evaluating related person transactions, the committee members apply the same standards they apply to their general responsibilities as members of the Audit Committee. The committee will approve a related person transaction when, in its good faith judgment, the transaction is in the best interest of CHS. To identify related person transactions, each year we require our directors and officers to complete a questionnaire identifying any transactions with CHS in which the officer or director or their immediate family members have an interest. We also review our business records to identify potentially qualifying transactions between a related party and us. In addition, we have a written policy addressing related persons (included in our Code of Conduct) that describes our expectation that all directors, officers and employees who may have a potential or apparent conflict of interest will notify our legal department of any such transactions.

Director Independence

    We are a Minnesota cooperative corporation managed by a Board of Directors made up of 17 members. Nomination and election of the directors is done by eight separate regions. In addition to meeting other requirements for directorship, candidates must reside in the region from which they are elected. Directors are elected for three-year terms. The terms of directors are staggered and no more than seven director positions are elected at an annual meeting of members. Nominations for director elections are made by the voting members at each region caucus held during our annual meeting of members. Neither
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the Board of Directors nor management of CHS participates in the nomination process. Accordingly, we have no nominating committee.

    The following directors satisfy the definition of director independence set forth in the rules of The Nasdaq:
Independent Directors
David BeckmanMark FarrellPerry Meyer
Clinton J. BlewSteve FritelSteve Riegel
Hal ClemensenAlan HolmDaniel Schurr
Scott CordesDavid KayserKevin Throener
Jon EricksonRussell KehlCortney Wagner

    Further, although we do not need to rely upon an exemption for the Board of Directors as a whole, we are exempt pursuant to The Nasdaq rules from The Nasdaq director independence requirements as they relate to the makeup of the Board of Directors as a whole and the makeup of the committee performing the functions of a compensation committee. The Nasdaq exemption applies to cooperatives that are structured to comply with relevant state law and federal tax law and that do not have a publicly traded class of common stock. All of the members of our Audit Committee are independent. All of the members of our Governance Committee and Executive Committee (the committees of our Board of Directors that perform the equivalent functions of a compensation committee) are independent other than Mr. Jones.

Independence of CEO and Board Chair Positions

    Our bylaws prohibit any employee of CHS from serving on the Board of Directors. Accordingly, our CEO may not serve as chair of the Board or in any CHS Board capacity. We believe this leadership structure creates independence between the Board and management and is an important feature of appropriate checks and balances in the governance of CHS.

Board of Directors' Role in Risk Oversight

    It is senior management's responsibility to identify, assess and manage our exposures to risk. Our Board of Directors plays an important and significant role in overseeing the overall risk management approach, including the review and, where appropriate, approval of guidelines and policies that govern our risk management process. Our management and Board of Directors have jointly identified multiple broad categories of risk exposure, each of which could impact operations and affect results at an enterprise level. Each such significant enterprise level risk is reviewed periodically by management with the Board of Directors and/or a committee of the Board as appropriate. The review includes an analysis by management of the continued applicability of the risk, our performance in managing or mitigating the risk, and possible additional or emerging risks to consider. As additional areas of risk are identified, our Board of Directors and/or a committee of the Board provide a review and oversight of management's actions to identify, assess and manage that risk. We continue to develop a formal enterprise risk management program intended to support integration of the risk assessment and management discipline and controls into major decision-making and business processes. The Corporate Risk Committee is involved in reviewing and approving the enterprise risk management framework and is responsible for overseeing its effectiveness on an ongoing basis. When appropriate, the Corporate Risk Committee meets jointly with the Audit Committee to discuss common financial or other risks across CHS that may have potential material impact to our financial statements.














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ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

    The following table shows the aggregate fees billed to us by PricewaterhouseCoopers LLP for services rendered during the years ended August 31, 2022 and 2021:
20222021
(Dollars in thousands)
Audit fees (1)
$4,927 $4,953 
Audit-related fees (2)
254 416 
Tax fees (3)
19 121 
All other fees (4)
Total$5,208 $5,495 
(1) Includes fees for audit of annual financial statements and reviews of the related quarterly financial statements and certain statutory audits.

(2) Includes fees for employee benefit plan audits, due diligence on acquisitions and internal control and system audit procedures.

(3) Includes fees related to tax compliance, tax advice and tax planning.

(4) Includes fees related to other professional services performed.

    In accordance with the CHS Inc. Audit Committee Charter, as amended, our Audit Committee adopted the following policies and procedures for the approval of the engagement of an independent registered public accounting firm for audit, review or attest services and for preapproval of certain permissible nonaudit services, all to ensure auditor independence.

    Our independent registered public accounting firm will provide audit, review and attest services only at the direction of, and pursuant to engagement fees and terms approved by our Audit Committee. Our Audit Committee approves, in advance, all nonaudit services to be performed by the independent auditors and the fees and compensation to be paid to the independent auditors. Our Audit Committee approved 100% of the services listed above in advance.
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PART IV

ITEM 15.    EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

    (a)(1) FINANCIAL STATEMENTS

    The following financial statements are filed as part of this Annual Report on Form 10-K.
 Page No.

Regulation S-X promulgated by the SEC also requires separate financial statements of significant equity method investments to be filed with this Annual Report on Form 10-K when the equity income attributable to a significant equity method investment exceeds 20% of income before income taxes for any of our fiscal years for which financial statements are required to be presented in this Annual Report on Form 10-K. As equity income from our investment in CF Nitrogen exceeded 20% of our income before income taxes for the fiscal year ended August 31, 2022, separate financial statements for CF Nitrogen will be filed as an amendment to this Annual Report on Form 10-K within 90 days after CF Nitrogen’s fiscal year ending December 31, 2022.

    (a)(2) FINANCIAL STATEMENT SCHEDULES

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
Balance at
Beginning
of Year
Additions:
Charged to Costs
and Expenses*
Deductions:
Write-offs, Net
of Recoveries
Balance at
End
of Year
 (Dollars in thousands)
Allowances for doubtful accounts    
2022$143,722 $25,289 $(41,094)$127,917 
2021165,540 10,175 (31,993)143,722 
2020176,805 3,089 (14,354)165,540 
Valuation allowance for deferred tax assets
2022$208,810 $18,341 $(37,466)$189,685 
2021219,891 11,700 (22,781)208,810 
2020246,344 5,206 (31,659)219,891 
Reserve for supplier advance payments
2022$65,885 $— $(65,885)$— 
202165,885 — — 65,885 
202065,885 — — 65,885 
*Net of reserve adjustments.

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    (a)(3) EXHIBITS

EXHIBIT INDEX
2.1
3.1
3.2
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
4.10
4.11
4.12
4.13
4.14
4.15
10.1
10.1A
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10.1B
10.1C
10.2
10.2A
10.2B
10.3
10.4
10.4A
10.5
10.5A
10.5B
10.6
10.7
10.7A
10.7B
10.7C
10.7D
10.7E
10.7F
10.8
10.8A
10.8B
10.8C
10.8D
10.8E
10.9
10.10
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10.11
10.12
10.12A
10.12B
10.12C
10.12D
10.12E
10.12F
10.13
10.14
10.14A
10.15
10.15A
10.15B
10.15C
10.15D
10.15E
10.16
10.17
10.18
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10.19
10.19A
10.19B
10.19C
10.20
10.21
10.22
10.22A
10.22B
10.22C
10.22D
10.22E
10.22F
10.22G
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10.22H
10.22I
10.23
10.23A
10.23B
10.23C
10.24
10.24A
10.25
10.25A
10.25B
10.25C
10.25D
10.25E
10.25F
10.26
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10.26A
10.27
10.27A
10.28
10.29
10.30
21.1
23.1
24.1
31.1
31.2
32.1
32.2
101.INSXBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCHXBRL Taxonomy Extension Schema Document. (*)
101.CALXBRL Taxonomy Extension Calculation Linkbase Document. (*)
101.DEFXBRL Taxonomy Extension Definition Linkbase Document. (*)
101.LABXBRL Taxonomy Extension Labels Linkbase Document. (*)
101.PREXBRL Taxonomy Extension Presentation Linkbase Document. (*)
104Cover Page Interactive Data File (Formatted as Inline XBRL and contained in Exhibit 101).
(*) Filed herewith.

(**) Portions of Exhibits 2.1 and 10.17 have been omitted pursuant to a confidential treatment order under the Exchange Act.

(+) Indicates management contract or compensatory plan or arrangement.

(b) EXHIBITS

    The exhibits shown in Item 15(a)(3) of this Annual Report on Form 10-K are being filed herewith.

    (c) SCHEDULES

    None.

ITEM 16.    FORM 10-K SUMMARY

None.
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SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on November 2, 2022.

CHS INC.
 By: /s/ Jay D. Debertin
Jay D. Debertin
President and Chief Executive Officer

    Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on November 2, 2022:
SignatureTitle
  
/s/ Jay D. DebertinPresident and Chief Executive Officer
(principal executive officer)
Jay D. Debertin
/s/ Olivia Nelligan Executive Vice President and Chief Financial Officer (principal financial officer)
Olivia Nelligan
/s/ Daniel LehmannSenior Vice President Finance, Corporate Controller
and Chief Accounting Officer
(principal accounting officer)
Daniel Lehmann
*Chair of the Board of Directors
Daniel Schurr
*Director
David Beckman
*Director
Clinton J. Blew
*Director
Hal Clemensen
*Director
Scott A. Cordes
*Director
Jon Erickson
*Director
Mark Farrell
  
*Director
Steve Fritel
*Director
Alan Holm
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*Director
David Johnsrud
*Director
Tracy G. Jones
*Director
David R. Kayser
*Director
Russell A. Kehl
*Director
Perry Meyer
*Director
Steve Riegel
*Director
Kevin Throener
*Director
Cortney Wagner
*By/s/ Jay D. Debertin
Jay D. Debertin
Attorney-in-fact

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of CHS Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of CHS Inc. and its subsidiaries (the "Company") as of August 31, 2022 and 2021, and the related consolidated statements of operations, comprehensive income, changes in equities and cash flows for each of the three years in the period ended August 31, 2022, including the related notes and schedule of valuation and qualifying accounts and reserves for each of the three years in the period ended August 31, 2022, appearing under Item 15(a)(2) (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of August 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended August 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

Change in Accounting Principle

As discussed in Note 19 to the consolidated financial statements, the Company changed the manner in which it accounts for leases as of September 1, 2019.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Valuation of Grain Inventories and Grain Forward Commodity Purchase and Sales Contracts

As described in Notes 4, 15, and 16 to the consolidated financial statements, the Company's grain and oilseed inventories were $1,133.5 million as of August 31, 2022, and commodity derivatives in an asset and liability position were $464.2 million and $378.3 million, respectively, as of August 31, 2022, of which grain inventories and grain forward commodity purchase and sales contracts make up the majority. Management enters into various derivative instruments to manage the Company's exposure to movements primarily associated with agricultural and energy commodity prices. The net realizable value of grain inventories and fair value of grain forward commodity purchase and sales contracts are determined using inputs that are
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generally based on exchange traded prices and/or recent market bids and offers, including location-specific adjustments. Location-specific inputs are driven by local market supply and demand and are generally based on broker or dealer quotations or market transactions in either listed or over-the-counter markets.

The principal considerations for our determination that performing procedures relating to the valuation of grain inventories and grain forward commodity purchase and sales contracts is a critical audit matter are (i) the significant judgment by management to determine the net realizable value of grain inventories and the fair value of grain forward commodity purchase and sales contracts and (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management's inputs related to exchange traded prices and/or recent market bids and offers, including location-specific adjustments.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included, among others, (i) testing management's process for determining the net realizable value of grain inventories and the fair value of grain forward commodity purchase and sales contracts; (ii) evaluating the appropriateness of the valuation models; (iii) testing the accuracy of the underlying data used in the valuations; and (iv) evaluating the reasonableness of inputs used by management related to the exchange traded prices and/or recent market bids and offers, including location-specific adjustments. Evaluating management's inputs related to the exchange traded prices and/or recent market bids and offers, including location-specific adjustments involved (i) comparing the exchange traded prices and/or recent market bids and location-specific inputs to third-party information; and (ii) comparing the location-specific adjustments to broker or dealer quotations or market transactions in either listed or over-the-counter markets.


/s/ PricewaterhouseCoopers LLP
Minneapolis, Minnesota
November 2, 2022

We have served as the Company's auditor since 1998.
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CHS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
 August 31,
 20222021
 (Dollars in thousands)
ASSETS
Current assets: 
Cash and cash equivalents$793,957 $413,159 
Receivables3,548,315 2,860,884 
Inventories3,652,871 3,334,675 
Other current assets1,382,704 1,390,233 
Total current assets9,377,847 7,998,951 
Investments3,728,006 3,669,111 
Property, plant and equipment4,744,959 4,810,005 
Other assets973,995 1,098,208 
Total assets$18,824,807 $17,576,275 
LIABILITIES AND EQUITIES
Current liabilities:  
Notes payable$606,719 $1,740,859 
Current portion of long-term debt290,605 38,450 
Accounts payable3,063,310 2,616,052 
Accrued expenses784,317 622,723 
Other current liabilities2,207,018 1,307,929 
Total current liabilities6,951,969 6,326,013 
Long-term debt1,668,209 1,579,911 
Other liabilities743,363 653,025 
Commitments and contingencies (Note 17)
Equities:  
Preferred stock2,264,038 2,264,038 
Equity certificates5,391,236 5,247,238 
Accumulated other comprehensive loss(255,335)(216,391)
Capital reserves2,055,682 1,713,976 
Total CHS Inc. equities9,455,621 9,008,861 
Noncontrolling interests5,645 8,465 
Total equities9,461,266 9,017,326 
Total liabilities and equities$18,824,807 $17,576,275 

The accompanying notes are an integral part of the consolidated financial statements.

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CHS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
 Years Ended August 31,
 202220212020
 (Dollars in thousands)
Revenues$47,791,666 $38,448,033 $28,406,365 
Cost of goods sold45,664,745 37,496,634 27,424,558 
Gross profit
2,126,921 951,399 981,807 
Marketing, general and administrative expenses997,835 745,602 704,542 
Operating earnings1,129,086 205,797 277,265 
Interest expense114,156 104,565 116,977 
Other income(23,760)(59,559)(39,875)
Equity income from investments(771,327)(354,529)(186,715)
Income before income taxes1,810,017 515,320 386,878 
Income tax expense (benefit)132,116 (38,249)(36,731)
Net income1,677,901 553,569 423,609 
Net (loss) income attributable to noncontrolling interests(861)(383)1,170 
Net income attributable to CHS Inc. $1,678,762 $553,952 $422,439 

The accompanying notes are an integral part of the consolidated financial statements.

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CHS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Years Ended August 31,
202220212020
 (Dollars in thousands)
Net income $1,677,901 $553,569 $423,609 
Other comprehensive (loss) income, net of tax:
Pension and other postretirement benefits
(27,255)18,295 12,798 
Cash flow hedges
4,019 (6,062)(4,411)
Foreign currency translation adjustment
(15,708)5,300 (15,378)
Other comprehensive (loss) income, net of tax(38,944)17,533 (6,991)
Comprehensive income1,638,957 571,102 416,618 
Comprehensive (loss) income attributable to noncontrolling interests(861)(383)1,170 
Comprehensive income attributable to CHS Inc. $1,639,818 $571,485 $415,448 

The accompanying notes are an integral part of the consolidated financial statements.


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CHS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITIES
Years Ended August 31, 2022, 2021 and 2020
 Equity Certificates Accumulated
Other
Comprehensive
Loss
   
Capital
Equity
Certificates
Nonpatronage
Equity
Certificates
Nonqualified Equity CertificatesPreferred
Stock
Capital
Reserves
Noncontrolling
Interests
Total
Equities
 (Dollars in thousands)
Balances, August 31, 2019$3,753,493 $29,074 $1,206,310 $2,264,038 $(226,933)$1,584,158 $7,390 $8,617,530 
Reversal of prior year patronage and redemption estimates80,000 — (462,398)— — 562,398 — 180,000 
Distribution of 2019 patronage refunds— — 474,407 — — (564,522)— (90,115)
Redemptions of equities(80,133)(340)(15,965)— — — — (96,438)
Preferred stock dividends— — — — — (168,668)— (168,668)
ASC Topic 842 cumulative-effect adjustment— — — — — 25,320 — 25,320 
Other, net(1,173)(7)(628)— — (1,008)742 (2,074)
Net income— — — — — 422,439 1,170 423,609 
Other comprehensive loss, net of tax— — — — (6,991)— — (6,991)
Estimated 2020 patronage refunds— — 211,970 — — (241,970)— (30,000)
Estimated 2020 equity redemptions(28,000)— (5,000)— — — — (33,000)
Balances, August 31, 20203,724,187 28,727 1,408,696 2,264,038 (233,924)1,618,147 9,302 8,819,173 
Reversal of prior year patronage and redemption estimates28,000 — (206,970)— — 241,970 — 63,000 
Distribution of 2020 patronage refunds— — 214,733 — — (244,775)— (30,042)
Redemptions of equities(67,403)(290)(11,688)— — — — (79,381)
Preferred stock dividends— — — — — (168,668)— (168,668)
Other, net(873)(6)(165)— — (6,360)(454)(7,858)
Net income (loss)— — — — — 553,952 (383)553,569 
Other comprehensive income, net of tax— — — — 17,533 — — 17,533 
Estimated 2021 patronage refunds— — 230,290 — — (280,290)— (50,000)
Estimated 2021 equity redemptions(100,000)— — — — — — (100,000)
Balances, August 31, 20213,583,911 28,431 1,634,896 2,264,038 (216,391)1,713,976 8,465 9,017,326 
Reversal of prior year patronage and redemption estimates100,000 — (230,290)— — 280,290 — 150,000 
Distribution of 2021 patronage refunds— — 235,576 — — (286,602)— (51,026)
Redemptions of equities(101,420)(501)(9,897)— — — — (111,818)
Preferred stock dividends— — — — — (168,668)— (168,668)
Other, net(4,163)(7,971)— — 585 (1,959)(13,505)
Net income (loss)— — — — — 1,678,762 (861)1,677,901 
Other comprehensive loss, net of tax— — — — (38,944)— — (38,944)
Estimated 2022 patronage refunds508,803 — 153,858 — — (1,162,661)— (500,000)
Estimated 2022 equity redemptions(500,000)— — — — — — (500,000)
Balances, August 31, 2022$3,587,131 $27,933 $1,776,172 $2,264,038 $(255,335)$2,055,682 $5,645 $9,461,266 

The accompanying notes are an integral part of the consolidated financial statements.

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CHS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
 Years Ended August 31,
 202220212020
 (Dollars in thousands)
Cash flows from operating activities:   
Net income$1,677,901 $553,569 $423,609 
Adjustments to reconcile net income to net cash provided by (used in) operating activities:   
Depreciation and amortization, including amortization of deferred major maintenance536,493 535,498 550,251 
Equity (income) loss from investments, net of distributions received(48,847)(40,035)49,130 
Provision for current expected credit losses19,920 6,692 3,418 
Gain/recovery on sale of business(13,083)(19,034)(1,450)
LIFO liquidations— (35,258)— 
Deferred taxes39,548 (11,957)(32,761)
Other, net(17,833)(41,218)(1,642)
Changes in operating assets and liabilities, net of acquisitions:   
Receivables(547,564)(568,752)308,399 
Inventories(317,918)(549,221)104,884 
Accounts payable and accrued expenses555,446 1,007,229 (330,949)
Other, net62,455 (79,702)14,340 
Net cash provided by operating activities1,946,518 757,811 1,087,229 
Cash flows from investing activities:   
Acquisition of property, plant and equipment(354,444)(317,794)(418,359)
Proceeds from disposition of property, plant and equipment14,318 20,742 32,670 
Expenditures for major maintenance(24,768)(40,922)(14,496)
Proceeds from sale of business73,152 81,366 1,139 
Changes in CHS Capital notes receivable, net(161,340)132,268 119,591 
Financing extended to customers(83,514)(1,926)(6,386)
Payments from customer financing94,388 6,892 35,791 
Other investing activities, net(14,876)17,702 6,345 
Net cash used in investing activities(457,084)(101,672)(243,705)
Cash flows from financing activities:   
Proceeds from notes payable and long-term debt20,730,750 31,765,082 24,343,870 
Payments on notes payable, long-term debt and finance lease obligations(21,515,920)(31,806,918)(24,948,926)
Preferred stock dividends paid(168,668)(168,668)(168,668)
Redemptions of equities(111,818)(79,381)(96,438)
Cash patronage dividends paid(51,026)(30,042)(90,115)
Other financing activities, net2,994 (6,658)29,129 
Net cash used in financing activities(1,113,688)(326,585)(931,148)
Effect of exchange rate changes on cash and cash equivalents(14,756)(4,063)4,942 
Increase (decrease) in cash and cash equivalents and restricted cash360,990 325,491 (82,682)
Cash and cash equivalents and restricted cash at beginning of period542,484 216,993 299,675 
Cash and cash equivalents and restricted cash at end of period$903,474 $542,484 $216,993 
Supplemental cash flow information:
Cash paid for interest$113,726 $102,093 $119,354 
Cash paid (received) for income taxes, net of refunds19,712 (8,842)6,840 
Other significant noncash investing and financing transactions:
Capital expenditures and major maintenance incurred but not yet paid55,214 28,010 14,906 
Finance lease obligations incurred18,875 12,831 11,190 
Accrual of patronage dividends and equity redemptions1,000,000 150,000 63,000 

The accompanying notes are an integral part of the consolidated financial statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1        Organization, Basis of Presentation and Significant Accounting Policies

Organization

    CHS Inc. (referred to herein as "CHS," "we," "us" or "our") is the nation's leading integrated agricultural cooperative. As a cooperative, CHS is owned by farmers and ranchers and member cooperatives ("members") across the United States. We also have preferred shareholders that own shares of our five series of preferred stock, all of which are listed and traded on the Global Select Market of The Nasdaq Stock Market LLC ("The Nasdaq"). See Note 12, Equities, for more detailed information.

    We buy commodities from and provide products and services to individual agricultural producers, local cooperatives and other companies (including member and other nonmember customers), both domestically and internationally. Those products and services include initial agricultural inputs such as fuels, farm supplies, crop nutrients and crop protection products, as well as agricultural outputs that include grains and oilseeds, processed grains and oilseeds, renewable fuels and food products. A portion of our operations are conducted through equity investments and joint ventures whose operating results are not fully consolidated with our results; rather, a proportionate share of the income or loss from those entities is included as a component in our net income under the equity method of accounting.

Basis of Presentation

    The consolidated financial statements include the accounts of CHS and all our subsidiaries and limited liability companies in which we have a controlling interest. The effects of all significant intercompany transactions have been eliminated.

The notes to our consolidated financial statements refer to our Energy, Ag and Nitrogen Production reportable segments, as well as our Corporate and Other category, which represents an aggregation of individually immaterial operating segments. The Nitrogen Production reportable segment consists of our investment in CF Industries Nitrogen, LLC ("CF Nitrogen"), and allocated expenses. See Note 14, Segment Reporting, for more information.

Use of Estimates

    The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We base our estimates on assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Due to the inherent uncertainty involved in making estimates, actual results could differ from those estimates. We evaluate our estimates and assumptions on an ongoing basis.

Significant Accounting Policies

Significant accounting policies are summarized below or within the related notes to our consolidated financial statements.

Cash and Cash Equivalents and Restricted Cash

    Cash equivalents include short-term, highly liquid investments with original maturities of three months or less at the date of acquisition. The carrying value of cash and cash equivalents approximates the fair value due to the short-term nature of the instruments.

    Restricted cash is included in our Consolidated Balance Sheets within other current assets and primarily relates to customer deposits for futures and option contracts associated with regulated commodities held in separate accounts as required under federal and other regulations. Pursuant to the requirements of the Commodity Exchange Act, such funds must be carried in separate accounts that are designated as segregated customer accounts, as applicable. Restricted cash also includes funds held in escrow pursuant to applicable regulations limiting their usage.
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    The following table provides a reconciliation of cash and cash equivalents and restricted cash as reported within our Consolidated Balance Sheets that aggregates to the amount presented in our Consolidated Statements of Cash Flows.
August 31,
202220212020
(Dollars in thousands)
Cash and cash equivalents$793,957 $413,159 $140,874 
Restricted cash included in other current assets109,517 129,325 76,119 
Total cash and cash equivalents and restricted cash$903,474 $542,484 $216,993 

Recent Accounting Pronouncements

No recent accounting pronouncements are expected to have a material impact on our consolidated financial statements.

Note 2        Revenues

    We provide a wide variety of products and services, from agricultural inputs such as fuels, farm supplies and agronomy products, to agricultural outputs that include grain and oilseed, processed grains and oilseeds and food products, and renewable fuels production and marketing. We primarily conduct our operations and derive revenues within our Energy and Ag segments. Our Energy segment derives its revenues through refining, wholesaling and retailing of petroleum products. Our Ag segment derives its revenues through origination and marketing of grain, including service activities conducted at export terminals; through wholesale agronomy sales of crop nutrient and crop protection products; from sales of soybean meal, soybean refined oil and soyflour products; through production and marketing of renewable fuels; and through retail sales of petroleum and agronomy products, processed sunflowers, and feed and farm supplies. Corporate and Other primarily consists of our financing and hedging businesses.

    Revenue is recognized when performance obligations under the terms of a contract with a customer are satisfied, which generally occurs when control of the goods has transferred to the customer in accordance with the underlying contract. For the majority of our contracts with customers, control transfers to customers at a point in time when goods and/or services have been delivered, as that is generally when legal title, physical possession and risks and rewards of ownership of the goods and/or services transfer to the customer. In limited arrangements, control transfers over time as the customer simultaneously receives and consumes the benefits of the service as we complete our performance obligation(s). Revenue is recognized as the transaction price we expect to be entitled to in exchange for transferring goods or services to a customer, excluding amounts collected on behalf of third parties. For physically settled derivative sales contracts that are outside the scope of the revenue guidance, we recognize revenue when control of the inventory is transferred. Revenues arising from our financing business are recognized in accordance with Accounting Standards Codification ("ASC") Topic 470, Debt ("ASC Topic 470") and fall outside the scope of ASC Topic 606, Revenue from Contracts with Customers ("ASC Topic 606").

Shipping and Handling Costs

    Shipping and handling amounts billed to a customer as part of a sales transaction are included in revenues, and the related costs are included in cost of goods sold. Shipping and handling is treated as a fulfillment activity, rather than a promised service, and therefore is not considered a separate performance obligation.

Taxes Collected from Customers and Remitted to Governmental Authorities
 
    Revenues are recorded net of taxes collected from customers that are remitted to governmental authorities, with the collected taxes recorded as current liabilities until remitted to the relevant government authority.

Contract Costs

    Commissions related to contracts with a duration of less than one year are expensed as incurred. We recognize incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets we otherwise would have recognized is one year or less.




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Disaggregation of Revenues

    The following table presents revenues recognized under ASC Topic 606, disaggregated by reportable segment, as well as the amount of revenues recognized under ASC Topic 815, Derivatives and Hedging ("ASC Topic 815"), and other applicable accounting guidance for the years ended August 31, 2022, 2021 and 2020. Other applicable accounting guidance primarily includes revenues recognized under ASC Topic 470 and ASC Topic 842, Leases ("ASC Topic 842"), that fall outside the scope of ASC Topic 606.
Year ended August 31, 2022
Reportable Segment*ASC Topic 606ASC Topic 815Other GuidanceTotal Revenues
(Dollars in thousands)
Energy$9,302,400 $992,374 $— $10,294,774 
Ag10,784,831 26,646,003 29,377 37,460,211 
Corporate and Other16,625 — 20,056 36,681 
Total revenues$20,103,856 $27,638,377 $49,433 $47,791,666 
Year ended August 31, 2021
Reportable Segment*ASC Topic 606ASC Topic 815Other GuidanceTotal Revenues
(Dollars in thousands)
Energy$5,680,391 $694,870 $— $6,375,261 
Ag7,491,484 24,517,033 26,825 32,035,342 
Corporate and Other18,325 — 19,105 37,430 
Total revenues$13,190,200 $25,211,903 $45,930 $38,448,033 
Year ended August 31, 2020
Reportable Segment*ASC Topic 606ASC Topic 815Other GuidanceTotal Revenues
(Dollars in thousands)
Energy$4,833,003 $598,131 $— $5,431,134 
Ag5,963,198 16,901,258 61,643 22,926,099 
Corporate and Other22,903 — 26,229 49,132 
Total revenues$10,819,104 $17,499,389 $87,872 $28,406,365 
*Our Nitrogen Production reportable segment represents an equity method investment that records earnings and allocated expenses, but not revenues.

    Less than 1% of revenues accounted for under ASC Topic 606 included within the table above are recorded over time and relate primarily to service contracts.

Contract Assets and Contract Liabilities

    Contract assets relate to unbilled amounts arising from goods that have already been transferred to the customer where the right to payment is not conditional on the passage of time. This results in recognition of an asset, as the amount of revenue recognized at a certain point in time exceeds the amount billed to customers. Contract assets are recorded in receivables within our Consolidated Balance Sheets and were $17.2 million and $29.0 million as of August 31, 2022 and 2021, respectively.

    Contract liabilities relate to advance payments received from customers for goods and services that we have yet to provide. Contract liabilities of $541.5 million and $213.9 million as of August 31, 2022 and 2021, respectively, are recorded within other current liabilities on our Consolidated Balance Sheets. For the years ended August 31, 2022, 2021 and 2020, we recognized revenues of $213.9 million, $139.1 million and $194.8 million related to contract liabilities, respectively. These amounts were included in the other current liabilities balance at the beginning of the respective period.

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Note 3        Receivables

    Receivables as of August 31, 2022 and 2021, are as follows:
20222021
 (Dollars in thousands)
Trade accounts receivable$2,626,623 $2,047,198 
CHS Capital short-term notes receivable644,875 505,778 
Other404,734 451,630 
Gross receivables3,676,232 3,004,606 
Less allowances and reserves127,917 143,722 
Total receivables $3,548,315 $2,860,884 

Trade Accounts Receivable

    Trade accounts receivable are recorded at net realizable value, which includes an allowance for expected credit losses in accordance with ASC Topic 326. The allowance for expected credit losses is based on our best estimate of expected credit losses in existing receivable balances and is determined using historical write-off experience, adjusted for various industry and regional data and current expectations of future credit losses. Receivables from related parties are disclosed in Note 18, Related Party Transactions. No third-party customer accounted for more than 10% of the total receivables balance as of August 31, 2022 or 2021.

CHS Capital Notes Receivable

Notes Receivable

    CHS Capital, LLC ("CHS Capital"), our wholly-owned subsidiary, has short-term notes receivable from commercial and producer borrowers. The short-term notes receivable have maturity terms of 12 months or less and are reported at their outstanding unpaid principal balances, less an allowance for expected credit losses, as CHS Capital has the intent and ability to hold the applicable loans for the foreseeable future or until maturity or payoff. The carrying value of CHS Capital short-term notes receivable approximates fair value given the notes' short-term duration and use of market pricing adjusted for risk.

    Notes receivable from commercial borrowers are collateralized by various combinations of mortgages, personal property, accounts and notes receivable, inventories and assignments of certain regional cooperatives' capital stock. These loans are primarily originated in the states of Minnesota and North Dakota. CHS Capital also has loans receivable from producer borrowers that are collateralized by various combinations of growing crops, livestock, inventories, accounts receivable, personal property and supplemental mortgages and are primarily originated in the same states as the commercial notes, as well as South Dakota.

    In addition to the short-term balances included in the table above, CHS Capital had long-term notes receivable, with durations of generally not more than 10 years, totaling $54.3 million and $55.4 million as of August 31, 2022 and 2021, respectively. The long-term notes receivable are included in other assets on our Consolidated Balance Sheets. As of August 31, 2022 and 2021, commercial notes represented 25% and 28%, respectively, and producer notes represented 75% and 72%, respectively, of total CHS Capital notes receivable.

    CHS Capital has commitments to extend credit to customers if there are no violations of any contractually established conditions. As of August 31, 2022, CHS Capital customers had additional available credit of $770.0 million.

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Allowance for Loan Losses

    CHS Capital maintains an allowance for loan losses that is an estimate of current expected losses inherent in the loans receivable portfolio. In accordance with ASC Topic 326, the allowance for loan losses is based on our current expectation for future losses, which takes into consideration historical loss experience, third-party industry forecasts, as well as other quantitative and qualitative factors addressing operational risks and industry trends. Additions to the allowance for loan losses are reflected within marketing, general and administrative expenses in the Consolidated Statements of Operations. The portion of loans receivable deemed uncollectible is charged off against the allowance for loan losses. Recoveries of previously charged off amounts increase the allowance for loan losses. No significant amounts of CHS Capital notes were past due as of August 31, 2022 or 2021, and the allowance for loan losses related to CHS Capital notes were not material as of either date.

Interest Income

Interest income is recognized on the accrual basis using a method that computes simple interest on a daily basis. Accrual of interest on commercial loans receivable is discontinued at the time the receivable is 90 days past due unless the credit is well-collateralized and in process of collection. Past due status is based on contractual terms of the loan. Producer loans receivable are placed in nonaccrual status based on estimates and analysis due to the annual debt service terms inherent to CHS Capital's producer loans. In all cases, loans are placed in nonaccrual status or charged off at an earlier date if collection of principal or interest is considered doubtful.

Troubled Debt Restructurings

    Restructuring of a loan constitutes a troubled debt restructuring, or restructured loan, if the creditor, for economic reasons related to the debtor's financial difficulties, grants a concession to the debtor that it would otherwise not consider. Concessions vary by program and borrower. Concessions may include interest rate reductions, term extensions, payment deferrals or the acceptance of additional collateral in lieu of payments. In limited circumstances, principal may be forgiven. When a restructured loan constitutes a troubled debt restructuring, CHS includes these loans within its impaired loans. CHS Capital had no significant troubled debt restructurings during the years ended August 31, 2022, 2021 and 2020, and no third-party borrowers that accounted for more than 10% of the total CHS Capital notes receivable or total receivables as of August 31, 2022 or 2021.

Loan Participations

    For the years ended August 31, 2022 and 2021, CHS Capital sold $64.2 million and $40.8 million of notes receivable, respectively, to various counterparties under a master participation agreement. The sales resulted in the removal of notes receivable from the Consolidated Balance Sheets. CHS Capital has no retained interests in the transferred notes receivable, other than collection and administrative services. Proceeds from sales of notes receivable have been included in investing activities in the Consolidated Statements of Cash Flows. Fees received related to the servicing of notes receivable are recorded in other income in the Consolidated Statements of Operations. We consider the fees received adequate compensation for services rendered and, accordingly, have recorded no servicing asset or liability.

Other Receivables

    Other receivables are comprised of certain other amounts recorded in the normal course of business, including receivables related to vendor rebates, value-added taxes, certain financing receivables and pre-crop financing, primarily to Brazilian farmers, to finance a portion of supplier production costs. We receive volume-based rebates from certain vendors during the year. These vendor rebates are accounted for in accordance with ASC 705, Cost of Sales and Services, based on the terms of the volume rebate program. For rebates that meet the definition of a binding arrangement and are both probable and estimable, we estimate the amount of the rebate we will receive and accrue it as a reduction of the cost of inventory and cost of goods sold over the period in which the rebate is earned. For pre-crop financing arrangements we do not bear costs or operational risks associated with the related growing crops, although our ability to be paid depends on the crops actually being produced. The financing is collateralized by future crops, land and physical assets of the farmers, carries a local market interest rate and settles when the farmer's crop is harvested and sold. No significant troubled debt restructurings occurred during the years ended August 31, 2022, 2021 and 2020, and no third-party customer or borrower accounted for more than 10% of the total receivables balance as of August 31, 2022 or 2021.
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Note 4        Inventories

    Inventories as of August 31, 2022 and 2021, are as follows:
20222021
 (Dollars in thousands)
Grain and oilseed$1,133,531 $1,435,544 
Energy824,114 762,317 
Agronomy1,295,548 958,548 
Processed grain and oilseed292,992 140,975 
Other106,686 37,291 
Total inventories$3,652,871 $3,334,675 

    Grain, processed grain, oilseed, processed oilseed and other minimally processed soy-based inventories are accounted for in accordance with ASC Topic 330, Inventory, and are stated at net realizable value. These inventories are agricultural commodity inventories that are readily convertible to cash because of their commodity characteristics, widely available markets and international pricing mechanisms. The net realizable value of agricultural commodity inventories is determined using inputs that are generally based on exchange traded prices and/or recent market bids and offers, including location-specific adjustments. Location-specific inputs are driven by local market supply and demand and are generally based on broker or dealer quotations or market transactions in either listed or over-the-counter ("OTC") markets. Changes in the net realizable value of agricultural commodity inventories are recognized in earnings as a component of cost of goods sold.

    All other inventories are stated at the lower of cost or net realizable value. Costs for inventories produced or modified by us through a manufacturing process include fixed and variable production and raw material costs, and inbound freight costs for raw materials. Costs for inventories purchased for resale include the cost of products and freight incurred to place the products at our points of sale. The costs of certain energy inventories (wholesale refined products, crude oil and asphalt) are determined on the last-in, first-out ("LIFO") method; all other inventories of nongrain products purchased for resale are valued on the first-in, first-out ("FIFO") and average cost methods.

As of August 31, 2022 and 2021, we valued approximately 14% and 13%, respectively, of inventories, primarily crude oil and refined fuels within our Energy segment, using the lower of cost, determined on the LIFO method, or net realizable value. If the FIFO method of accounting had been used, inventories would have been higher than the reported amount by $678.3 million and $359.2 million as of August 31, 2022 and 2021, respectively. There were no liquidations of LIFO inventories during fiscal 2022 or fiscal 2020; however, during fiscal 2021, we recorded LIFO liquidations for certain energy product inventories. The costs of these liquidated inventories in the historical LIFO layers were lower than current costs, which resulted in decreased cost of goods sold of $35.3 million had the inventory liquidations not taken place.

Note 5        Other Current Assets

Other current assets as of August 31, 2022 and 2021, are as follows:
20222021
 (Dollars in thousands)
Derivative assets (Note 15)$535,698 $559,056 
Margin and related deposits390,782 336,397 
Supplier advance payments198,753 194,706 
Restricted cash (Note 1)109,517 129,325 
Other147,954 170,749 
Total other current assets$1,382,704 $1,390,233 

Margin and Related Deposits

Many of our derivative contracts with futures and options brokers require us to make margin deposits of cash or other assets. Subsequent margin deposits may also be necessary when changes in commodity prices result in a loss on the contract value to comply with applicable regulations. Our margin and related deposit assets are generally held in separate accounts to support the associated derivative contracts and may be used to fund or partially fund the settlement of those contracts as they expire. Similar to our derivative financial instruments, margin and related deposits are reported on a gross basis.
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Supplier Advance Payments

Supplier advance payments are typically for periods less than 12 months and primarily include amounts paid for grain purchases from suppliers and amounts paid to crop nutrient and crop protection product suppliers to lock in future supply, pricing and discounts.

Note 6        Investments

    Investments as of August 31, 2022 and 2021, are as follows:
20222021
 (Dollars in thousands)
Equity method investments
CF Industries Nitrogen, LLC$2,641,604 $2,667,164 
Ventura Foods, LLC410,093 388,612 
Ardent Mills, LLC250,857 220,132 
TEMCO, LLC32,809 31,464 
Other equity method investments265,913 232,923 
Other investments126,730 128,816 
Total investments$3,728,006 $3,669,111 

Joint ventures and other investments in which we have significant ownership and influence but not control, are accounted for in our consolidated financial statements using the equity method of accounting. Our significant equity method investments consist of CF Nitrogen, Ventura Foods, LLC ("Ventura Foods"), Ardent Mills, LLC ("Ardent Mills") and TEMCO, LLC ("TEMCO"), which are summarized below. In addition to the recognition of our share of income from our equity method investments, our equity method investments are evaluated for indicators of other-than-temporary impairment on an ongoing basis in accordance with U.S. GAAP. We have approximately $522.4 million of cumulative undistributed earnings from our equity method investees included in the investments balance as of August 31, 2022.

    All equity securities that do not result in consolidation and are not accounted for under the equity method are measured at fair value with changes therein reflected in net income. We have elected to utilize the measurement alternative for equity investments that do not have readily determinable fair values and measure these investments at cost less impairment plus or minus observable price changes in orderly transactions. Our share in the income or loss of these equity method investments is recorded within equity income from investments in the Consolidated Statements of Operations. Other investments consist primarily of investments in cooperatives without readily determinable fair values and are generally recorded at cost, unless an impairment or other observable market price change occurs requiring an adjustment. Investments in other cooperatives are recorded in a manner similar to equity investments without readily determinable fair values, plus patronage dividends received in the form of capital stock and other equities. Patronage dividends are recorded as a reduction to cost of goods sold at the time qualified written notices of allocation are received. Investments in debt and equity instruments are carried at amounts that approximate fair values.

CF Nitrogen
    
We have a $2.6 billion investment in CF Nitrogen, a strategic venture with CF Industries Holdings, Inc. The investment consists of an approximate 8% membership interest (based on product tons) in CF Nitrogen. At the time we entered into the strategic venture, we also entered into a supply agreement that entitles us to purchase up to 1.1 million tons of granular urea and 580,000 tons of urea ammonium nitrate ("UAN") annually from CF Nitrogen for ratable delivery through fiscal 2096. Our purchases under the supply agreement are based on prevailing market prices and we receive semiannual cash distributions (in January and July of each year) from CF Nitrogen via our membership interest. These distributions are based on actual volumes purchased from CF Nitrogen under the strategic venture and will have the effect of reducing our investment to zero over 80 years on a straight-line basis. We account for this investment using the hypothetical liquidation at book value method, recognizing our share of the earnings and losses of CF Nitrogen as equity income from investments in our Nitrogen Production segment based on our contractual claims on the entity's net assets pursuant to the liquidation provisions of CF Nitrogen's Limited Liability Company Agreement, adjusted for the semiannual cash distributions. Cash distributions received from CF Nitrogen for the years ended August 31, 2022, 2021 and 2020, were $618.7 million, $193.9 million and $174.3 million, respectively.

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    The following tables provide aggregate summarized financial information for CF Nitrogen for balance sheets as of August 31, 2022 and 2021, and statements of operations for the 12 months ended August 31, 2022, 2021 and 2020:
20222021
 (Dollars in thousands)
Current assets$1,333,170 $850,048 
Noncurrent assets5,787,921 6,248,315 
Current liabilities391,470 301,174 
Noncurrent liabilities1,895 2,454 
202220212020
 (Dollars in thousands)
Net sales$6,609,758 $2,975,983 $2,522,827 
Gross profit3,318,189 866,880 570,901 
Net earnings3,249,005 809,536 529,462 
Earnings attributable to CHS Inc. 593,182 198,439 127,954 

Ventura Foods, Ardent Mills and TEMCO

We have a 50% interest in Ventura Foods, a joint venture with Mitsui & Co., that produces and distributes edible-oil-based products, a 12% interest in Ardent Mills, the largest flour miller in the United States as a joint venture with Cargill Incorporated ("Cargill") and Conagra Brands, Inc., and a 50% interest in TEMCO, a joint venture with Cargill focused on export elevation, primarily to Asia. We account for Ventura Foods, Ardent Mills and TEMCO as equity method investments. Our shares of the results of the Ventura Foods and Ardent Mills equity method investments are included in Corporate and Other and our share of the results of TEMCO are included in our Ag segment.

    The following tables provide aggregate summarized financial information for our equity method investments in Ventura Foods, Ardent Mills and TEMCO for balance sheets as of August 31, 2022 and 2021, and statements of operations for the 12 months ended August 31, 2022, 2021 and 2020:
20222021
 (Dollars in thousands)
Current assets$2,596,440 $2,005,077 
Noncurrent assets2,688,846 2,599,619 
Current liabilities1,274,802 1,002,705 
Noncurrent liabilities1,051,040 939,732 
202220212020
 (Dollars in thousands)
Net sales$9,736,072 $9,481,862 $8,223,247 
Gross profit1,127,209 892,426 636,799 
Net earnings582,408 398,740 148,383 
Earnings attributable to CHS Inc. 135,770 121,858 32,594 

    Our investments in other equity method investees are not significant in relation to our consolidated financial statements, either individually or in the aggregate.

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Note 7        Property, Plant and Equipment

Major classes of property, plant and equipment, including finance lease assets, are summarized in the table below as of August 31, 2022 and 2021.
20222021
 (Dollars in thousands)
Land and land improvements$334,085 $324,757 
Buildings1,192,571 1,171,423 
Machinery and equipment7,819,152 7,673,748 
Office equipment and other496,121 378,352 
Construction in progress339,043 337,977 
Gross property, plant and equipment10,180,972 9,886,257 
Less accumulated depreciation and amortization5,436,013 5,076,252 
Total property, plant and equipment $4,744,959 $4,810,005 

Property, plant and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are provided on the straight-line method by charges to operations at rates based on the expected useful lives of individual or groups of assets (generally 15 to 20 years for land improvements, 20 to 40 years for buildings, five to 20 years for machinery and equipment, and three to 10 years for office equipment and other). Expenditures for maintenance and minor repairs and renewals are expensed. We also capitalize and amortize eligible costs to acquire or develop internal-use software that are incurred during the application development stage. When assets are sold or otherwise disposed of, the cost and related accumulated depreciation and amortization are removed from the related accounts and resulting gains or losses are reflected in operations.

    Depreciation expense, including amortization of finance lease assets, for the years ended August 31, 2022, 2021 and 2020, was $458.2 million, $455.9 million and $470.4 million, respectively.

Property, plant and equipment and other long-lived assets are reviewed for impairment when events or changes in circumstances indicate that the carrying amounts may not be recoverable in accordance with U.S. GAAP. This evaluation of recoverability is based on various indicators, including the nature, future economic benefits and geographic locations of the assets, historical or future profitability measures and other external market conditions. If these indicators suggest the carrying amounts of an asset or asset group may not be recoverable, potential impairment is evaluated using undiscounted, estimated future cash flows. Should the sum of the expected future net cash flows be less than the carrying value, an impairment loss would be recognized. An impairment loss would be measured as the amount by which the carrying value of the asset or asset group exceeds its fair value. No significant impairments were identified during fiscal 2022, fiscal 2021 or fiscal 2020.

    We have asset retirement obligations with respect to certain of our refineries and other assets due to various legal obligations to clean and/or dispose of the component parts at the time they are retired. In most cases, these assets can be used for extended and indeterminate periods of time if they are properly maintained and/or upgraded. It is our practice and current intent to maintain refineries and related assets and to continue making improvements to those assets based on technological advances. As a result, we believe our refineries and related assets have indeterminate lives for purposes of estimating asset retirement obligations because dates or ranges of dates upon which we would retire a refinery and related assets cannot reasonably be estimated at this time. When a date or range of dates can reasonably be estimated for the retirement of any component part of a refinery or other asset, we estimate the cost of performing the retirement activities and record a liability for the fair value of that future cost.

    We have other assets that we may be obligated to dismantle at the end of corresponding lease terms subject to the lessor's discretion for which we have recorded asset retirement obligations. Based on our estimates of timing, cost and probability of removal, these obligations are not material.     

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Note 8        Other Assets
    
    Other assets as of August 31, 2022 and 2021, are as follows:
20222021
 (Dollars in thousands)
Goodwill$179,976 $171,601 
Customer lists, trademarks and other intangible assets53,165 58,395 
Notes receivable (Note 3)46,012 73,713 
Long-term derivative assets (Note 15)8,546 21,567 
Prepaid pension and other benefits (Note 13)74,810 119,825 
Capitalized major maintenance147,521 196,641 
Cash value life insurance128,876 147,682 
Operating lease right of use assets (Note 19)242,859 253,451 
Other92,230 55,333 
Total other assets$973,995 $1,098,208 

Goodwill and Other Intangible Assets

Goodwill represents the excess of cost over the fair value of identifiable assets acquired. Goodwill is assessed for impairment on an annual basis as of July 31, either by first assessing qualitative factors to determine whether a quantitative goodwill impairment test is necessary or by proceeding directly to the quantitative test. The quantitative test may be required more frequently if triggering events or other circumstances occur that could indicate impairment. Goodwill is assessed for impairment at the reporting unit level, which has been determined to be our operating segments or one level below our operating segments in certain instances.

Changes in the carrying amount of goodwill for the years ended August 31, 2022 and 2021, are included in the table below.
EnergyAgCorporate
and Other
Total
(Dollars in thousands)
Balances, August 31, 2020$552 $161,278 $10,574 $172,404 
Goodwill disposed of during the period— (803)— (803)
Balances, August 31, 2021552 160,475 10,574 171,601 
Goodwill acquired during the period8,906 — — 8,906 
Goodwill disposed of during the period— (531)— (531)
Balances, August 31, 2022$9,458 $159,944 $10,574 $179,976 

No goodwill has been allocated to our Nitrogen Production segment, which consists of a single investment accounted for under the equity method of accounting, and allocated expenses.

No goodwill impairments were identified as a result of our annual goodwill analyses performed as of July 31, 2022, 2021 or 2020. Management will continue to monitor the results and projected cash flows for each of our businesses to assess whether any reserves or impairments may be necessary in the future.










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    Intangible assets subject to amortization primarily include customer lists, trademarks and noncompete agreements, and are amortized over their respective useful lives (ranging from two to 30 years). We have no material intangible assets with indefinite useful lives. All long-lived assets, including other identifiable intangible assets, are also assessed for impairment in accordance with U.S. GAAP and evaluated for impairment whenever triggering events or other circumstances indicate the carrying amount of an asset group or reporting unit may not be recoverable. Information regarding intangible assets is as follows:
August 31, 2022August 31, 2021
Carrying AmountAccumulated AmortizationNetCarrying AmountAccumulated AmortizationNet
(Dollars in thousands)
Customer lists$84,565 $(35,280)$49,285 $84,565 $(29,254)$55,311 
Trademarks and other intangible assets11,902 (8,022)3,880 10,425 (7,341)3,084 
Total intangible assets$96,467 $(43,302)$53,165 $94,990 $(36,595)$58,395 
    
    Intangible asset amortization expense for the years ended August 31, 2022, 2021 and 2020, was $6.8 million, $6.9 million and $7.3 million, respectively. The estimated annual amortization expense related to intangible assets subject to amortization for future years is as follows:
(Dollars in thousands)
2023$6,730 
20246,680 
20256,463 
20266,282 
20276,226 
Thereafter20,784 
Total $53,165 

Capitalized Major Maintenance

Activity related to capitalized major maintenance costs at our refineries for the years ended August 31, 2022, 2021 and 2020, is summarized below:
Balance at
Beginning
of Year
Cost
Deferred
AmortizationBalance at
End of Year
 (Dollars in thousands)
2022$196,641 $25,401 $(74,521)$147,521 
2021228,511 41,899 (73,769)196,641 
2020286,890 14,496 (72,875)228,511 

Within our Energy segment, major maintenance activities are regularly performed at our Laurel, Montana, and McPherson, Kansas, refineries. Major maintenance activities are the planned and required shutdowns of refinery processing units, which include replacement or overhaul of equipment that has experienced decreased efficiency in resource conversion. Because major maintenance activities are performed to extend the life, increase the capacity and/or improve the safety or efficiency of refinery processing assets, we follow the deferral method of accounting for major maintenance activities. Expenditures for major maintenance activities are capitalized (deferred) when incurred and amortized on a straight-line basis over a period of two to five years, which is the estimated time lapse between major maintenance activities. Should the estimated time between major maintenance activities change, we may be required to amortize the remaining cost of the major maintenance activities over a shorter period, which would result in higher depreciation and amortization costs. Amortization expense related to the capitalized major maintenance costs is included in cost of goods sold in our Consolidated Statements of Operations.

Selection of the deferral method, as opposed to expensing major maintenance activity costs when incurred, results in deferring recognition of major maintenance activity expenditures. The deferral method also results in classification of related cash outflows as investing activities in our Consolidated Statements of Cash Flows, whereas expensing these costs as incurred would result in classifying the cash outflows as operating activities. Repair, maintenance and related labor costs are expensed as incurred and are included in operating cash flows.
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Note 9        Notes Payable and Long-Term Debt

Our notes payable and long-term debt are subject to various restrictive requirements for maintenance of minimum consolidated net worth and other financial ratios. We were in compliance with our debt covenants as of August 31, 2022.

Notes Payable

Notes payable as of August 31, 2022 and 2021, consisted of the following:
Weighted-average Interest Rate
2022202120222021
 (Dollars in thousands)
Notes payable4.41%1.18%$459,398 $864,147 
CHS Capital notes payable1.34%1.00%147,321 876,712 
Total notes payable$606,719 $1,740,859 

    Our primary line of credit is a five-year unsecured revolving credit facility with a syndicate of domestic and international banks. The credit facility provides a committed amount of $2.75 billion that expires on July 16, 2024. There were no borrowings outstanding on this facility as of August 31, 2022. We also maintain certain uncommitted bilateral facilities to support our working capital needs.

In addition to our facilities referenced above, our wholly-owned subsidiaries, CHS Europe S.a.r.l. and CHS Agronegocio Industria e Comercio Ltda have lines of credit with $309.3 million outstanding as of August 31, 2022, and our other international subsidiaries have lines of credit with $148.6 million outstanding as of August 31, 2022.

CHS Capital Notes Payable

    We have a receivables and loans securitization facility ("Securitization Facility") with certain unaffiliated financial institutions ("Purchasers"). Under the Securitization Facility, we and certain of our subsidiaries ("Originators") sell trade accounts and notes receivable ("Receivables") to Cofina Funding, LLC ("Cofina"), a wholly-owned bankruptcy-remote indirect subsidiary of CHS. Cofina in turn transfers the Receivables to the Purchasers, and this arrangement is accounted for as a secured financing. We use the proceeds from the sale of Receivables under the Securitization Facility for general corporate purposes and settlements are made on a monthly basis. The amount available under the Securitization Facility fluctuates over time based on the total amount of eligible Receivables generated during the normal course of business. The Securitization Facility consists of a committed portion with a maximum availability of $850.0 million and an uncommitted portion with a maximum availability of $250.0 million. As of August 31, 2022, total availability under the Securitization Facility was $875.9 million, of which no amount was utilized.

    We also have a repurchase facility ("Repurchase Facility") related to the Securitization Facility. Under the Repurchase Facility, we can obtain repurchase agreement financing in an amount up to $150.0 million for subordinated notes issued by Cofina in favor of the Originators and representing a portion of the outstanding balance of the Receivables sold by the Originators to Cofina under the Securitization Facility. No balance was outstanding under the Repurchase Facility as of August 31, 2022.

On August 30, 2022, the Securitization Facility and Repurchase Facility were amended to extend their respective maturity dates to August 29, 2023, and increase the maximum committed availability under the Securitization Facility to $850.0 million from $700.0 million.

CHS Capital sells loan commitments it has originated to Compeer Financial, PCA, d/b/a ProPartners Financial on a recourse basis. The total commitments under the program were $100.0 million; however, no amounts were borrowed under these commitments as of August 31, 2022.

    CHS Capital borrows funds under short-term notes issued as part of a surplus funds program. Borrowings under this program are unsecured and are due upon demand. Borrowings under these notes totaled $147.3 million as of August 31, 2022.

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Long-Term Debt

    During the year ended August 31, 2022, we repaid approximately $31.1 million of long-term debt consisting of scheduled debt maturities and optional prepayments. Amounts included in long-term debt on our Consolidated Balance Sheets as of August 31, 2022 and 2021, are presented in the table below:
20222021
(Dollars in thousands)
4.67% unsecured notes $130 million face amount, due in fiscal 2023
$130,000 $130,000 
4.39% unsecured notes $152 million face amount, due in fiscal 2023
152,000 152,000 
3.85% unsecured notes $80 million face amount, due in fiscal 2025
80,000 80,000 
3.80% unsecured notes $100 million face amount, due in fiscal 2025
100,000 100,000 
4.58% unsecured notes $150 million face amount, due in fiscal 2025
150,000 150,000 
4.82% unsecured notes $80 million face amount, due in fiscal 2026
80,000 80,000 
4.69% unsecured notes $58 million face amount, due in fiscal 2027
58,000 58,000 
3.24% unsecured notes $95 million face amount, due in fiscal 2027
95,000 95,000 
4.74% unsecured notes $95 million face amount, due in fiscal 2028
95,000 95,000 
3.48% unsecured notes $100 million face amount, due in fiscal 2030
100,000 100,000 
4.89% unsecured notes $100 million face amount, due in fiscal 2031
100,000 100,000 
3.58% unsecured notes $65 million face amount, due in fiscal 2032
65,000 65,000 
4.71% unsecured notes $100 million face amount, due in fiscal 2033
100,000 100,000 
3.73% unsecured notes $115 million face amount, due in fiscal 2035
115,000 115,000 
5.40% unsecured notes $125 million face amount, due in fiscal 2036
125,000 125,000 
Private placement debt1,545,000 1,545,000 
4.00% unsecured term loan from cooperative and other banks, due in fiscal 2025 (a)
366,000 — 
Term loan366,000 — 
Finance lease liabilities44,773 36,034 
Other notes and contracts with interest rates from 4.0% to 9.0%
2,262 33,443 
Deferred financing costs(3,535)(4,090)
Other4,314 7,974 
Total long-term debt1,958,814 1,618,361 
Less current portion290,605 38,450 
Long-term portion$1,668,209 $1,579,911 
(a) Borrowings are variable under the agreement and bear interest at a base rate plus an applicable margin.

    As of August 31, 2022, the fair value of our long-term debt is estimated to be $1.8 billion based on quoted market prices of similar debt (a Level 2 fair value measurement based on the classification hierarchy of ASC Topic 820, Fair Value Measurement).

On February 19, 2021, we amended our 10-year term loan facility to convert the entire $366.0 million aggregate principle amount outstanding thereunder into a revolving loan, which could be paid down and readvanced in an amount up to $366.0 million until February 19, 2022. On February 19, 2022, the total advanced loan balance of $366.0 million reverted to a nonrevolving term loan that is payable on September 4, 2025.
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Long-term debt outstanding as of August 31, 2022, has aggregate maturities, excluding fair value adjustments and finance leases (see Note 19, Leases, for a schedule of minimum future lease payments under finance leases), as follows:
 (Dollars in thousands)
2023$283,066 
2024882 
2025330,344 
2026446,020 
202758,021 
Thereafter795,000 
Total $1,913,333 
    
    Interest expense for the years ended August 31, 2022, 2021 and 2020, was $114.2 million, $104.6 million and $117.0 million, respectively, net of capitalized interest of $6.1 million, $8.0 million and $10.9 million, respectively.     

Note 10        Other Current Liabilities

Other current liabilities as of August 31, 2022 and 2021, are as follows:
20222021
(Dollars in thousands)
Customer margin deposits and credit balances$283,234 $269,114 
Customer advance payments525,003 439,293 
Derivative liabilities (Note 15)398,781 449,522 
Dividends and equity payable (Note 12)1,000,000 150,000 
Total other current liabilities$2,207,018 $1,307,929 

Note 11        Income Taxes

    CHS is a nonexempt agricultural cooperative and files a consolidated federal income tax return within our tax return period. We are subject to tax on income from nonpatronage sources, nonqualified patronage distributions and undistributed patronage-sourced income. Income tax expense (benefit) is primarily the current tax payable for the period and the change during the period in certain deferred tax assets and liabilities. Deferred income taxes reflect the impact of temporary differences between the amounts of assets and liabilities recognized under U.S. GAAP and such amounts recognized for federal and state income tax purposes, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income.

The provision for (benefit from) income taxes for the years ended August 31, 2022, 2021 and 2020 is as follows:
202220212020
 (Dollars in thousands)
Current:
Federal$56,582 $(533)$4,519 
State24,224 2,943 (2,231)
Foreign9,833 56 2,748 
Total Current90,639 2,466 5,036 
Deferred:
Federal41,710 (24,676)(36,231)
State491 (15,666)(5,263)
Foreign(724)(373)(273)
Total Deferred41,477 (40,715)(41,767)
Total$132,116 $(38,249)$(36,731)

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    Domestic income before income taxes was $1.8 billion, $497.5 million and $324.4 million for the years ended August 31, 2022, 2021 and 2020, respectively. Foreign (loss) income before income taxes was ($4.9) million, $17.8 million and $62.5 million for the years ended August 31, 2022, 2021 and 2020, respectively.

    Deferred taxes are comprised of basis differences related to investments, accrued liabilities and certain federal and state tax credits. Deferred tax assets and liabilities as of August 31, 2022 and 2021, are as follows:
20222021
 (Dollars in thousands)
Deferred tax assets:  
Accrued expenses$61,843 $57,245 
Postretirement health care and deferred compensation46,008 42,217 
Tax credit carryforwards101,457 128,824 
Loss carryforwards110,018 115,327 
Nonqualified equity424,869 391,309 
Lease obligations60,329 62,770 
Other95,027 92,325 
Deferred tax assets valuation allowance(189,685)(208,810)
Total deferred tax assets709,866 681,207 
Deferred tax liabilities:  
Pension costs14,600 24,277 
Investments169,970 110,910 
Property, plant and equipment605,463 557,129 
Lease right of use assets58,852 61,870 
Other— 28,549 
Total deferred tax liabilities848,885 782,735 
Net deferred tax liabilities$139,019 $101,528 

    We had total gross loss carryforwards of $500.2 million, as of August 31, 2022, of which $242.4 million will expire over periods ranging from fiscal 2023 to fiscal 2043. The remainder will carry forward indefinitely. Based on estimates of future taxable profits and losses in certain foreign tax jurisdictions, as well as consideration of other factors, we assessed whether a valuation allowance was necessary to reduce specific foreign loss carryforwards to amounts we believe are more likely than not to be realized as of August 31, 2022. If our estimates prove inaccurate, adjustments to the valuation allowances may be required in the future with gains or losses being charged to income in the period such determination is made. McPherson refinery's gross state tax credit carryforwards for income tax were approximately $122.8 million and $129.7 million as of August 31, 2022 and 2021, respectively. Our McPherson refinery's valuation allowance on Kansas state credits is necessary due to the limited amount of taxable income generated in Kansas by the combined group on an annual basis. Our state tax credits of $122.8 million will begin to expire on August 31, 2023.

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    The reconciliation of the statutory federal income tax rates to the effective tax rates for the years ended August 31, 2022, 2021 and 2020 is as follows:
202220212020
Statutory federal income tax rate21.0 %21.0 %21.0 %
State and local income taxes, net of federal income tax benefit1.1 (2.6)(1.8)
Patronage earnings(13.6)(11.4)(13.1)
Domestic production activities deduction(3.2)(8.2)(19.0)
Export activities at rates other than the U.S. statutory rate0.4 0.5 1.8 
Intercompany transfer of business assets(0.1)(4.7)(1.6)
Increase in unrecognized tax benefits— 0.8 4.2 
Valuation allowance0.2 (0.2)(1.0)
Tax credits— — 0.2 
Other1.5 (2.6)(0.2)
Effective tax rate7.3 %(7.4)%(9.5)%

Primary drivers of the fiscal 2022 income tax expense were increased nonpatronage earnings and other nondeductible items, which are partially offset by the current Domestic Production Activities Deduction ("DPAD") benefit during fiscal 2022. Primary drivers of the fiscal 2021 income tax benefit were retaining the current DPAD benefit and from tax planning associated with certain assets. Primary drivers of the fiscal 2020 income tax benefit were retaining the current DPAD benefit and the settlement of a U.S. federal audit, resulting in additional tax credit carryovers, which were partially offset by an increase in our uncertain tax position.

We file income tax returns in the U.S. federal jurisdiction, as well as various state and foreign jurisdictions. Our uncertain tax positions are affected by the tax years that are under audit or remain subject to examination by the relevant taxing authorities. We are currently under examination for fiscal years 2016 through 2019. Fiscal years 2007 through 2015 remain subject to examination for certain issues.

Reserves are recorded against unrecognized tax benefits when we believe certain fully supportable tax return positions are likely to be challenged and we may or may not prevail. If we determine that a tax position is more likely than not to be sustained upon audit, based on the technical merits of the position, we recognize the benefit by measuring the amount that is greater than 50% likely of being realized. We reevaluate the technical merits of our tax positions and recognize an uncertain tax benefit, or derecognize a previously recorded tax benefit, when there is (i) completion of a tax audit, (ii) effective settlement of an issue, (iii) a change in applicable tax law including a tax case or legislative guidance, or (iv) expiration of the applicable statute of limitations. Significant judgment is required in accounting for tax reserves. A reconciliation of the gross beginning and ending amounts of unrecognized tax benefits for the periods presented follows:
202220212020
 (Dollars in thousands)
Balance at beginning of period$122,149 $119,150 $101,128 
Additions attributable to current year tax positions— 2,000 14,410 
Additions attributable to prior year tax positions2,810 15,974 6,128 
Reductions attributable to prior year tax positions— (14,975)(2,516)
Balance at end of period$124,959 $122,149 $119,150 

    If we were to prevail on all positions taken in relation to uncertain tax positions, $115.1 million of the unrecognized tax benefits would ultimately benefit our effective tax rate. It is reasonably possible that the total amount of unrecognized tax benefits could significantly change in the next 12 months.

    We recognize interest and penalties related to unrecognized tax benefits in our provision for income taxes. We recognized benefits of $0.7 million and $1.4 million and expense of $1.0 million for interest and penalties related to unrecognized tax benefits in our Consolidated Statements of Operations for the years ended August 31, 2022, 2021 and 2020, respectively, and a related $3.3 million and $2.5 million interest payable on our Consolidated Balance Sheets as of August 31, 2022 and 2021, respectively.

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Note 12        Equities

Patronage and Equity Redemptions    

    In accordance with our bylaws and by action of the Board of Directors, annual net earnings from patronage sources are distributed to consenting patrons following the close of each fiscal year and are based on amounts using financial statement earnings. The cash portion of the qualified patronage distribution, if any, is determined annually by the Board of Directors, with the balance issued in the form of qualified and/or nonqualified capital equity certificates. Total patronage distributions for fiscal 2022 are estimated to be $1.2 billion, with the qualified cash portion estimated to be $500.0 million, estimated qualified equity distributions of $508.8 million and estimated nonqualified equity distributions of $153.9 million.

The following table presents estimated patronage distributions for the year ending August 31, 2023, and actual patronage distributions for the years ended August 31, 2022, 2021 and 2020:
2023202220212020
 (Dollars in millions)
Patronage distributed in cash$500.0 $51.0 $30.0 $90.1 
Patronage distributed in equity662.7 235.6 214.8 474.4 
Total patronage distributed$1,162.7 $286.6 $244.8 $564.5 

    Annual net earnings from patronage or other sources may be added to the unallocated capital reserve or, upon action by the Board of Directors, may be allocated to members in the form of nonpatronage equity certificates. The Board of Directors authorized, in accordance with our bylaws, that 10% of the earnings from patronage business for fiscal 2022, 2021 and 2020 be added to our capital reserves.

    Redemptions of outstanding equity are at the discretion of the Board of Directors. Redemptions of capital equity certificates approved by the Board of Directors are divided into two pools, one for nonindividuals (primarily member cooperatives) who may participate in an annual redemption program for qualified equities held by them and another for individual members who are eligible for equity redemptions at age 70 or upon death. In accordance with authorization from the Board of Directors, we expect total redemptions related to the year ended August 31, 2022, which will be distributed in fiscal 2023, to be approximately $500.0 million. This amount is classified as a current liability on our August 31, 2022, Consolidated Balance Sheet. During the years ended August 31, 2022, 2021 and 2020, we redeemed in cash, outstanding owners' equities in accordance with authorization from the Board of Directors, in the amounts of $111.8 million, $79.4 million and $96.4 million, respectively.








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Preferred Stock    
    
    The following is a summary of our outstanding preferred stock as of August 31, 2022, all shares of which are listed and traded on the Global Select Market of The Nasdaq:
Nasdaq SymbolIssuance DateShares OutstandingRedemption ValueNet Proceeds (a)Dividend Rate
 (b) (c)
Dividend Payment FrequencyRedeemable Beginning (d)
(Dollars in millions)
8% Cumulative RedeemableCHSCP(e)12,272,003 $306.8 $311.2 8.00 %Quarterly7/18/2023
Class B Cumulative Redeemable, Series 1CHSCO(f)21,459,066 536.5 569.3 7.875 %Quarterly9/26/2023
Class B Reset Rate Cumulative Redeemable, Series 2CHSCN3/11/201416,800,000 420.0 406.2 7.10 %Quarterly3/31/2024
Class B Reset Rate Cumulative Redeemable, Series 3CHSCM9/15/201419,700,000 492.5 476.7 6.75 %Quarterly9/30/2024
Class B Cumulative Redeemable, Series 4CHSCL1/21/201520,700,000 517.5 501.0 7.50 %Quarterly1/21/2025
(a) Includes patron equities redeemed with preferred stock.

(b) The Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 2 accumulates dividends at a rate of 7.10% per year until March 31, 2024, and then at a rate equal to the three-month benchmark interest rate plus 4.298%, not to exceed 8.00% per annum, subsequent to March 31, 2024.

(c) The Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 3 accumulates dividends at a rate of 6.75% per year until September 30, 2024, and then at a rate equal to the three-month benchmark interest rate plus 4.155%, not to exceed 8.00% per annum, subsequent to September 30, 2024.

(d) Preferred stock is redeemable for cash at our option, in whole or in part, at a per share price equal to the per share liquidation preference of $25.00 per share, plus all dividends accumulated and unpaid on that share to and including the date of redemption, beginning on the dates set forth in this column.

(e) The 8% Cumulative Redeemable Preferred Stock was issued at various times from 2003 through 2010.

(f) Shares of Class B Cumulative Redeemable Preferred Stock, Series 1 were issued on September 26, 2013; August 25, 2014; March 31, 2016; and March 30, 2017.

Preferred Stock Dividends
    
    We made dividend payments on our preferred stock of $168.7 million during each of the years ended August 31, 2022, 2021 and 2020. As of August 31, 2022, the Board of Directors had not authorized the issuance of any preferred shares that were not outstanding.

    The following is a summary of dividends per share by series of preferred stock for the years ended August 31, 2022 and 2021:
Years Ended August 31,
Nasdaq Symbol20222021
(Dollars per share)
8% Cumulative Redeemable
CHSCP$2.00 $2.00 
Class B Cumulative Redeemable, Series 1
CHSCO1.97 1.97 
Class B Reset Rate Cumulative Redeemable, Series 2
CHSCN1.78 1.78 
Class B Reset Rate Cumulative Redeemable, Series 3
CHSCM1.69 1.69 
Class B Cumulative Redeemable, Series 4
CHSCL1.88 1.88 

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Accumulated Other Comprehensive Loss

    Changes in accumulated other comprehensive income (loss) by component, for the years ended August 31, 2022, 2021 and 2020 are as follows:
Pension and Other Postretirement BenefitsCash Flow HedgesForeign Currency Translation AdjustmentTotal
(Dollars in thousands)
Balance as of August 31, 2019, net of tax
$(172,478)$15,297 $(69,752)$(226,933)
Other comprehensive income (loss), before tax:
Amounts before reclassifications(4,751)16,430 (17,021)(5,342)
Amounts reclassified out19,908 (22,291)— (2,383)
Total other comprehensive income (loss), before tax
15,157 (5,861)(17,021)(7,725)
Tax effect(2,359)1,450 1,643 734 
Other comprehensive income (loss), net of tax
12,798 (4,411)(15,378)(6,991)
Balance as of August 31, 2020, net of tax
(159,680)10,886 (85,130)(233,924)
Other comprehensive income (loss), before tax:
Amounts before reclassifications4,048 11,700 5,573 21,321 
Amounts reclassified out20,256 (19,753)— 503 
Total other comprehensive income (loss), before tax
24,304 (8,053)5,573 21,824 
Tax effect(6,009)1,991 (273)(4,291)
Other comprehensive income (loss), net of tax
18,295 (6,062)5,300 17,533 
Balance as of August 31, 2021, net of tax
(141,385)4,824 (79,830)(216,391)
Other comprehensive income (loss), before tax:
Amounts before reclassifications(52,163)(2,161)(15,809)(70,133)
Amounts reclassified out22,240 7,455 — 29,695 
Total other comprehensive income (loss), before tax
(29,923)5,294 (15,809)(40,438)
Tax effect2,668 (1,275)101 1,494 
Other comprehensive income (loss), net of tax
(27,255)4,019 (15,708)(38,944)
Balance as of August 31, 2022, net of tax
$(168,640)$8,843 $(95,538)$(255,335)
    
    Amounts reclassified from accumulated other comprehensive income (loss) were related to pension and other postretirement benefits, cash flow hedges and foreign currency translation adjustments. Pension and other postretirement reclassifications include amortization of net actuarial loss, prior service credit and transition amounts and are recorded as cost of goods sold and marketing, general and administrative expenses (see Note 13, Benefit Plans, for further information). As described in Note 15, Derivative Financial Instruments and Hedging Activities, amounts reclassified from accumulated other comprehensive loss for cash flow hedges are recorded in cost of goods sold. Gains or losses on foreign currency translation reclassifications are recorded in other income.

Note 13        Benefit Plans

    We have various pension and other defined benefits as well as defined contribution plans in which substantially all employees may participate. We also have nonqualified supplemental executive and Board retirement plans. We provide defined life insurance and health care benefits for certain retired employees and Board of Directors participants. The plan is contributory based on years of service and family status, with retiree contributions adjusted annually.
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    Financial information on changes in projected benefit obligation, plan assets funded and balance sheet status as of August 31, 2022 and 2021, is as follows:
Qualified
Pension Benefits
Nonqualified
Pension Benefits
Other Benefits
 202220212022202120222021
 (Dollars in thousands)
Change in benefit obligation:      
Projected benefit obligation at beginning of period$925,239 $918,002 $20,604 $19,183 $29,069 $30,316 
Service cost46,275 45,229 926 433 996 1,186 
Interest cost17,167 16,563 281 273 503 493 
Actuarial loss (gain):
Experience study and mortality updates2,941 23,716 43 1,272 19 (317)
Other demographic experience*9,875 11,242 1,313 762 717 (448)
Discount rate change(164,543)(12,847)(2,892)(55)(4,979)(398)
Plan amendments132 113 — — — — 
Settlements— — (1,327)— — — 
Benefits paid(77,913)(76,779)(691)(1,264)(1,801)(1,763)
Projected benefit obligation at end of period$759,173 $925,239 $18,257 $20,604 $24,524 $29,069 
Change in plan assets:      
Fair value of plan assets at beginning of period$993,124 $976,542 $— $— $— $— 
Actual (loss) gain on plan assets(166,789)70,161 — — — — 
Company contributions39,000 23,200 2,018 1,264 1,801 1,763 
Benefits paid(77,913)(76,779)(2,018)(1,264)(1,801)(1,763)
Fair value of plan assets at end of period$787,422 $993,124 $— $— $— $— 
Funded status at end of period$28,249 $67,885 $(18,257)$(20,604)$(24,524)$(29,069)
Amounts recognized on balance sheet:      
Noncurrent assets$28,249 $67,885 $— $— $— $— 
Accrued benefit cost:
Current liabilities— — (2,300)(2,220)(2,290)(1,970)
Noncurrent liabilities— — (15,957)(18,384)(22,234)(27,099)
Ending balance$28,249 $67,885 $(18,257)$(20,604)$(24,524)$(29,069)
Amounts recognized in accumulated other comprehensive loss (pretax):      
Prior service cost (credit)$831 $873 $(274)$(388)$(1,825)$(2,270)
Net loss (gain)235,399 199,785 3,257 5,579 (17,846)(14,862)
Ending balance$236,230 $200,658 $2,983 $5,191 $(19,671)$(17,132)
*Other demographic experience is comprised of all demographic experience different than anticipated, including terminations, retirements, deaths, pay, etc.
    
The accumulated benefit obligation of the qualified pension plans was $728.9 million and $877.9 million as of August 31, 2022 and 2021, respectively. The accumulated benefit obligation of the nonqualified pension plans was $18.3 million and $20.5 million as of August 31, 2022 and 2021, respectively.

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    Information for the pension plans with an accumulated benefit obligation in excess of plan assets is set forth below:
Years Ended August 31,
20222021
(Dollars in thousands)
Projected benefit obligation$18,257 $20,604 
Accumulated benefit obligation18,257 20,513 
    
    Components of net periodic benefit costs for the years ended August 31, 2022, 2021 and 2020, are as follows:
Qualified
Pension Benefits
Nonqualified
Pension Benefits
Other Benefits
202220212020202220212020202220212020
(Dollars in thousands)
Components of net periodic benefit costs:
Service cost$46,275 $45,229 $42,151 $926 $433 $405 $996 $1,186 $1,050 
Interest cost17,167 16,563 21,722 281 273 429 503 493 747 
Expected return on assets(43,958)(43,641)(46,684)— — — — — — 
Settlement of retiree obligations— — — — — — — — — 
Prior service cost (credit) amortization174 178 178 (114)(114)(114)(445)(445)(445)
Actuarial loss (gain) amortization23,406 21,790 21,583 478 212 98 (1,259)(1,365)(1,392)
Net periodic benefit cost (benefit)$43,064 $40,119 $38,950 $1,571 $804 $818 $(205)$(131)$(40)
    
    Components of net periodic benefit costs and amounts recognized in other comprehensive loss (income) for the years ended August 31, 2022, 2021 and 2020, are as follows:
Qualified
Pension Benefits
Nonqualified
Pension Benefits
Other Benefits
 202220212020202220212020202220212020
 (Dollars in thousands)
Other comprehensive loss (income):         
Prior service cost$132 $113 $— $— $— $— $— $— $— 
Net actuarial loss (gain)59,020 (4,408)3,401 (1,537)1,978 2,157 (4,243)(1,163)(1,011)
Amortization of actuarial (gain) loss(23,406)(21,790)(21,583)(478)(212)(98)1,259 1,365 1,392 
Amortization of prior service (credit) costs(174)(178)(178)114 114 114 445 445 445 
Settlement of retiree obligations (a)— — — (307)— (397)— — — 
Total recognized in other comprehensive loss (income)$35,572 $(26,263)$(18,360)$(2,208)$1,880 $1,776 $(2,539)$647 $826 
(a) Reflects amounts reclassified from accumulated other comprehensive loss (income) to net earnings.

    Estimated amortization in fiscal 2023 from accumulated other comprehensive loss into net periodic benefit cost is as follows:
Qualified
Pension Benefits
Nonqualified
Pension Benefits
Other
Benefits
 (Dollars in thousands)
Amortization of prior service cost (credit)$149 $(114)$(445)
Amortization of actuarial loss (gain)1,872 245 (1,615)

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Plan assumptions for the years ended August 31, 2022, 2021 and 2020, are as follows:
Qualified
Pension Benefits
Nonqualified
Pension Benefits
Other Benefits
202220212020202220212020202220212020
Weighted-average assumptions to determine the net periodic benefit cost:
Interest credit rate4.65 %4.65 %4.65 %4.65 %4.65 %4.65 %N/AN/AN/A
Discount rate2.80 %2.65 %3.06 %2.04 %2.07 %2.70 %2.57 %2.43 %2.89 %
Expected return on plan assets4.88 %4.90 %5.50 %N/AN/AN/AN/AN/AN/A
Rate of compensation increase4.79 %4.99 %5.28 %4.79 %4.99 %5.28 %N/AN/AN/A
Weighted-average assumptions to determine the benefit obligations:
Interest credit rate4.65 %4.65 %4.65 %4.65 %4.65 %4.65 %N/AN/AN/A
Discount rate4.69 %2.78 %2.67 %4.49 %2.08 %2.15 %4.64 %2.57 %2.43 %
Rate of compensation increase4.93 %4.79 %4.99 %4.93 %4.79 %4.99 %N/AN/AN/A

A significant assumption for pension costs and obligations is the discount rate. We utilize a full-yield curve approach by applying the specific spot rates along the yield curve used in the determination of the benefit obligation to the relevant projected cash flows. The discount rate reflects the rate at which the associated benefits could be effectively settled as of the measurement date. In estimating this rate, we look at rates of return on fixed-income investments of similar duration to the liabilities in the plans that receive high investment-grade ratings by recognized ratings agencies.

An annual analysis of the risk versus the return of the investment portfolio is conducted to justify the expected long-term rate of return assumption. We generally use long-term historical return information for the targeted asset mix identified in asset and liability studies. Adjustments are made to the expected long-term rate of return assumption when deemed necessary, based upon revised expectations of future investment performance of the overall investment markets.

For measurement purposes, a 7.0% annual rate of increase in the per capita cost of covered health care benefits was assumed for the year ended August 31, 2022. The rate was assumed to decrease gradually to 4.5% by 2030 and remain at that level thereafter. Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans. A one-percentage-point change in the assumed health care cost trend rates would have the following effects:
1% Increase1% Decrease
 (Dollars in thousands)
Effect on total of service and interest cost components$220 $(180)
Effect on postretirement benefit obligation1,900 (1,700)

    Contributions depend primarily on market returns on the pension plan assets and minimum funding level requirements. During fiscal 2022, we made a discretionary contribution of $39.0 million to the pension plans. Based on the funded status of the qualified pension plans as of August 31, 2022, we do not currently believe we will be required to contribute to these plans in fiscal 2023, although we may voluntarily elect to do so. We expect to pay $4.6 million to participants of the nonqualified pension and postretirement benefit plans during fiscal 2023.

    Our retiree benefit payments, which reflect expected future service, are anticipated to be paid as follows:
 Qualified
Pension Benefits
Nonqualified
Pension Benefits
Other Benefits
 (Dollars in thousands)
2023$69,300 $2,300 $2,290 
202470,500 2,420 2,270 
202570,200 2,520 2,380 
202671,500 2,300 2,310 
202773,800 2,080 2,170 
2028-2032340,400 7,660 8,660 


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    We have trusts that hold the assets for the defined benefit plans. CHS has a qualified plan committee that sets investment guidelines with the assistance of external consultants. Investment objectives for the plans' assets are as follows:
Optimize the long-term returns on plan assets at an acceptable level of risk;
Maintain broad diversification across asset classes and among investment managers; and
Focus on long-term return objectives.

    Asset allocation targets promote optimal expected return and volatility characteristics given the long-term time horizon for fulfilling the obligations of the pension plans. The investment portfolio contains a diversified portfolio of investment categories, including equities, fixed-income securities and real estate. Securities are also diversified in terms of domestic and international securities, short- and long-term securities, growth and value equities, large and small cap stocks, as well as active and passive management styles. Our pension plans' investment policy strategy is such that liabilities match assets. This is being accomplished through the asset portfolio mix by reducing volatility and de-risking the plans. The plans' target allocation percentages range between 45% and 80% for fixed income securities and range between 20% and 55% for equity securities.

    The qualified plan committee believes that with prudent risk tolerance and asset diversification, the plans should be able to meet pension obligations in the future.
    
    Our pension plans' recurring fair value measurements by asset category as of August 31, 2022 and 2021, are presented in the tables below:
 2022
 Level 1Level 2Level 3Total
 (Dollars in thousands)
Cash and cash equivalents$7,472 $— $— $7,472 
Equities:    
Common/collective trust at net asset value (1)
— — — 142,730 
Fixed income securities:    
Common/collective trust at net asset value (1)
— — — 550,046 
Partnership and joint venture interests measured at net asset value (1)
— — — 87,174 
Total$7,472 $— $— $787,422 
 2021
 Level 1Level 2Level 3Total
 (Dollars in thousands)
Cash and cash equivalents$11,383 $— $— $11,383 
Equities:    
Common/collective trust at net asset value (1)
— — — 180,766 
Fixed income securities:    
Common/collective trust at net asset value (1)
— — — 707,831 
Partnership and joint venture interests measured at net asset value (1)
— — — 93,144 
Total$11,383 $— $— $993,124 
(1) In accordance with ASC Topic 820-10, Fair Value Measurement, certain assets that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in the tables above are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the "Financial information on changes in projected benefit obligation, plan assets funded and balance sheet status" table above.

    Definitions for valuation levels are found in Note 16, Fair Value Measurements. We use the following valuation methodologies for assets measured at fair value:

    Common/collective trusts. Common/collective trusts primarily consist of equity and fixed income funds and are valued using other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risks, referenced indices, quoted prices in inactive markets, adjusted quoted prices in active markets, adjusted quoted prices on foreign equity securities that were adjusted in accordance with pricing procedures approved by the trust, etc.). Common/collective trust investments can be redeemed daily and without restriction. Redemption of the entire investment
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balance generally requires a 45- to 60-day notice period. The equity funds provide exposure to large-, mid- and small-cap U.S. equities, international large- and small-cap equities and emerging market equities. The fixed income funds provide exposure to U.S., international and emerging market debt securities.

    Partnership and joint venture interests. Valued at the net asset value of shares held by the plan at year-end as a practical expedient for fair value. The net asset value is based on the fair value of the underlying assets owned by the trust, minus its liabilities, then divided by the number of units outstanding. Redemptions of these interests generally require a 45- to 60-day notice period.

We are one of approximately 400 employers contributing to the Co-op Retirement Plan ("Co-op Plan"), which is a defined benefit plan constituting a "multiple employer plan" under the Internal Revenue Code of 1986, as amended, and a "multiemployer plan" under the accounting standards. The risks of participating in these multiemployer plans are different from single-employer plans in the following aspects:

Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers;

If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers; and

If we choose to stop participating in the multiemployer plan, we may be required to pay the plan an amount based on the underfunded status of the plan, referred to as a withdrawal liability. The withdrawal liability associated with the multiemployer plan was approximately $36.9 million as of August 31, 2022.

    Our participation in the Co-op Plan for the years ended August 31, 2022, 2021 and 2020, is outlined in the table below:
Contributions of CHS
(Dollars in thousands)
Plan NameEIN/Plan Number202220212020Surcharge ImposedExpiration Date of Collective Bargaining Agreement
Co-op Retirement Plan01-0689331 / 001$955 $1,172 $1,455 N/AN/A

    Our contributions for the years stated above did not represent more than 5% of total contributions to the Co-op Plan as indicated in the Co-op Plan's most recently available annual report (Form 5500).

    Provisions of the Pension Protection Act of 2006 ("PPA") do not apply to the Co-op Plan because there is a special exemption for cooperative plans if the plan is maintained by more than one employer and at least 85% of the employers are rural cooperatives or cooperative organizations owned by agricultural producers. In the Co-op Plan, a "zone status" determination is not required, and therefore not determined. In addition, the accumulated benefit obligations and plan assets are not determined or allocated separately by individual employers. The most recent financial statements available in 2022 and 2021 are for the Co-op Plan's year-end at March 31, 2022 and 2021, respectively. In total, the Co-op Plan was at least 80% funded on those dates based on the total plan assets and accumulated benefit obligations.

    Because the provisions of the PPA do not apply to the Co-op Plan, funding improvement plans and surcharges are not applicable. Future contribution requirements are determined each year as part of the actuarial valuation of the plan and may change as a result of plan experience.

    In addition to the contributions to the Co-op Plan listed above, total contributions to individually insignificant multi-employer pension plans were immaterial in fiscal 2022, 2021 and 2020.

    We have other contributory defined contribution plans covering substantially all employees. Total contributions by us to these plans were $35.0 million, $30.1 million and $34.5 million, for the years ended August 31, 2022, 2021 and 2020, respectively.

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Note 14        Segment Reporting

    We are an integrated agricultural cooperative, providing grain, foods and energy resources to businesses and consumers on a global basis. We provide a wide variety of products and services, from initial agricultural inputs such as fuels, farm supplies, crop nutrients and crop protection products, to agricultural outputs that include grain and oilseed, processed grain and oilseed, renewable fuels and food products. We define our operating segments in accordance with ASC Topic 280, Segment Reporting, to reflect the manner in which our chief operating decision maker, our Chief Executive Officer, evaluates performance and allocates resources in managing the business. We have aggregated those operating segments into three reportable segments: Energy, Ag and Nitrogen Production.

    Our Energy segment produces and provides primarily for the wholesale distribution of petroleum products and transportation of those products. Our Ag segment purchases and further processes or resells grain and oilseed originated by our country operations business, by our member cooperatives and by third parties; serves as a wholesaler and retailer of crop inputs; and produces and markets ethanol. Our Nitrogen Production segment consists of our equity method investment in CF Nitrogen and allocated expenses. Our supply agreement with CF Nitrogen entitles us to purchase up to a specified quantity of granular urea and UAN annually from CF Nitrogen. Corporate and Other represents our financing and hedging businesses, which primarily consists of a U.S. Commodity Futures Trading Commission-regulated futures commission merchant ("FCM") for commodities hedging and financial services related to crop production. Our nonconsolidated investments in Ventura Foods and Ardent Mills are also included in our Corporate and Other category. As of August 31, 2021, Ventura Foods was reported as a separate Foods reportable segment. Reported segment results and balances prior to fiscal 2022 have been recast to reflect the addition of Ventura Foods to our Corporate and Other category. There were no changes to the composition of our Energy, Ag or Nitrogen Production segments as a result of the addition of Ventura Foods to the Corporate and Other category.

    Corporate administrative expenses and interest are allocated to each reportable segment and Corporate and Other, based on direct use of services, such as information technology and legal, and other factors or considerations relevant to the costs incurred.
    
Many of our business activities are highly seasonal and our operating results vary throughout the year. Our revenues generally trend lower during the second and fourth fiscal quarters and higher during the first and third fiscal quarters; however, our income before income taxes does not necessarily follow the same trend, due to weather and other events that can impact profitability. For example, in our Ag segment, our country operations business generally experiences higher volumes and revenues during the fall harvest and spring planting seasons, which generally correspond to our first and third fiscal quarters, respectively. Additionally, our agronomy business generally experiences higher volumes and revenues during the spring planting season. Our global grain and processing operations are subject to fluctuations in volume and revenues based on producer harvests, world grain prices, demand and international trade relationships. Our Energy segment generally experiences higher volumes and revenues in certain operating areas, such as refined products, in the spring, summer and early fall when gasoline and diesel fuel use by agricultural producers is highest and is subject to global supply and demand forces. Other energy products, such as propane, generally experience higher volumes and revenues during the winter heating and fall crop-drying seasons.

    Our revenues, assets and cash flows can be significantly affected by global market prices for commodities such as petroleum products, natural gas, grain, oilseed, crop nutrients and flour. Changes in market prices for commodities that we purchase without a corresponding change in the selling prices of those products can affect revenues and operating earnings. Commodity prices are affected by a wide range of factors beyond our control, including weather, crop damage due to plant disease or insects, drought, availability and adequacy of supply, availability of reliable rail and river transportation networks, outbreaks of disease, government regulations and policies, global trade disputes, wars and civil unrest, and general political and economic conditions.

    While our revenues and operating results are derived primarily from businesses and operations that are wholly-owned or subsidiaries and limited liability companies in which we have a controlling interest, a portion of our business operations are conducted through companies in which we hold ownership interests of 50% or less or do not control the operations. We account for these investments primarily using the equity method of accounting, wherein we record our proportionate share of income or loss reported by the entity as equity income from investments, without consolidating the revenues and expenses of the entity in our Consolidated Statements of Operations. In our Ag segment, this includes our 50% interest in TEMCO. In our Nitrogen Production segment, this consists of our approximate 8% membership interest (based on product tons) in CF Nitrogen. In Corporate and Other, this principally includes our 50% ownership in Ventura Foods and our 12% ownership in Ardent Mills. See Note 6, Investments, for more information related to our equity method investments.

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    Reconciling amounts represent the elimination of revenues between segments. Such transactions are executed at market prices to more accurately evaluate the profitability of the individual business segments.

    Segment information for the years ended August 31, 2022, 2021 and 2020, is presented in the tables below.
EnergyAgNitrogen ProductionCorporate
and Other
Reconciling
Amounts
Total
Year ended August 31, 2022(Dollars in thousands)
Revenues, including intersegment revenues$10,964,304 $37,489,203 $— $45,278 $(707,119)$47,791,666 
Intersegment revenues(669,530)(28,992)— (8,597)707,119 — 
Revenues, net of intersegment revenues $10,294,774 $37,460,211 $— $36,681 $— $47,791,666 
Operating earnings (loss)633,832 588,070 (55,600)(37,216)1,129,086 
Interest expense6,768 59,118 48,110 5,105 (4,945)114,156 
Other (income) expense(3,474)(46,277)11,487 9,559 4,945 (23,760)
Equity (income) losses from investments13,987 (82,357)(593,182)(109,775)(771,327)
Income before income taxes$616,551 $657,586 $477,985 $57,895 $— $1,810,017 
Capital expenditures$116,136 $203,851 $— $34,457 $— $354,444 
Depreciation and amortization$250,972 $173,488 $— $37,512 $— $461,972 
Total assets as of August 31, 2022
$4,325,121 $8,159,191 $2,641,604 $3,698,891 $— $18,824,807 
EnergyAgNitrogen ProductionCorporate
and Other
Reconciling
Amounts
Total
Year ended August 31, 2021(Dollars in thousands)
Revenues, including intersegment revenues$6,812,478 $32,058,064 $— $46,476 $(468,985)$38,448,033 
Intersegment revenues(437,217)(22,722)— (9,046)468,985 — 
Revenues, net of intersegment revenues$6,375,261 $32,035,342 $— $37,430 $— $38,448,033 
Operating earnings (loss)(15,775)265,362 (35,432)(8,358)205,797 
Interest expense1,113 65,099 44,461 1,804 (7,912)104,565 
Other income(2,819)(47,452)(2,489)(14,711)7,912 (59,559)
Equity income from investments(3,473)(50,381)(198,439)(102,236)(354,529)
Income (loss) before income taxes$(10,596)$298,096 $121,035 $106,785 $— $515,320 
Capital expenditures$112,160 $148,770 $— $56,864 $— $317,794 
Depreciation and amortization$245,273 $182,210 $— $34,247 $— $461,730 
Total assets as of August 31, 2021
$4,286,677 $7,451,559 $2,683,652 $3,154,387 $— $17,576,275 
EnergyAgNitrogen ProductionCorporate
and Other
Reconciling
Amounts
Total
Year ended August 31, 2020(Dollars in thousands)
Revenues, including intersegment revenues$5,820,154 $22,940,712 $— $55,567 $(410,068)$28,406,365 
Intersegment revenues(389,020)(14,613)— (6,435)410,068 — 
Revenues, net of intersegment revenues$5,431,134 $22,926,099 $— $49,132 $— $28,406,365 
Operating earnings (loss)219,861 82,543 (33,497)8,358 — 277,265 
Interest expense308 71,682 45,255 11,806 (12,074)116,977 
Other income(3,005)(35,560)(2,635)(10,749)12,074 (39,875)
Equity income from investments(2,759)(7,303)(127,954)(48,699)— (186,715)
Income before income taxes$225,317 $53,724 $51,837 $56,000 $— $386,878 
Capital expenditures$175,169 $158,903 $— $84,287 $— $418,359 
Depreciation and amortization$245,983 $196,510 $— $34,882 $— $477,375 
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    We have international sales, which are predominantly in our Ag segment. The following table presents our sales, based on the geographic location of the subsidiary making the sale, for the years ended August 31, 2022, 2021 and 2020:
202220212020
 (Dollars in thousands)
North America (a)
$45,039,981 $36,540,178 $25,360,077 
South America371,493 242,848 1,559,380 
Europe, Middle East and Africa (EMEA)1,093,974 955,605 774,068 
Asia Pacific (APAC)1,286,218 709,402 712,840 
Total$47,791,666 $38,448,033 $28,406,365 
(a) Revenues in North America are substantially all attributed to revenues from the United States.

Long-lived assets include our property, plant and equipment, finance lease assets and capitalized major maintenance costs. The following table presents long-lived assets by geographical region based on physical location:
20222021
 (Dollars in thousands)
United States$4,821,483 $4,944,574 
International70,997 62,072 
Total$4,892,480 $5,006,646 

Note 15        Derivative Financial Instruments and Hedging Activities

    We enter into various derivative instruments to manage our exposure to movements primarily associated with agricultural and energy commodity prices and, to a lesser degree, foreign currency exchange rates and interest rates. Except for certain cash-settled swaps related to future crude oil purchases and refined product sales, which are accounted for as cash flow hedges, our derivative instruments represent economic hedges of price risk for which hedge accounting under ASC Topic 815 is not applied. Rather, the derivative instruments are recorded on our Consolidated Balance Sheets at fair value with changes in fair value being recorded directly to earnings, primarily within cost of goods sold in our Consolidated Statements of Operations. See Note 16, Fair Value Measurements, for additional information. The majority of our exchange traded agricultural commodity futures are settled daily through CHS Hedging, LLC, our wholly-owned FCM.

Derivatives Not Designated as Hedging Instruments

The following tables present the gross fair values of derivative assets, derivative liabilities and margin deposits (cash collateral) recorded on our Consolidated Balance Sheets, along with related amounts permitted to be offset in accordance with U.S. GAAP. Although we have certain netting arrangements for our exchange-traded futures and options contracts and certain OTC contracts, we have elected to report our derivative instruments on a gross basis on our Consolidated Balance Sheets under ASC Topic 210-20, Balance Sheet - Offsetting.
August 31, 2022
Amounts Not Offset on the Consolidated Balance Sheet but Eligible for Offsetting
Gross Amounts RecognizedCash CollateralDerivative InstrumentsNet Amounts
 (Dollars in thousands)
Derivative assets
Commodity derivatives$464,167 $— $3,834 $460,333 
Foreign exchange derivatives52,923 — 8,901 44,022 
Total$517,090 $— $12,735 $504,355 
Derivative liabilities
Commodity derivatives$378,291 $1,424 $12,574 $364,293 
Foreign exchange derivatives12,649 — 8,901 3,748 
Total$390,940 $1,424 $21,475 $368,041 
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August 31, 2021
Amounts Not Offset on the Consolidated Balance Sheet but Eligible for Offsetting
Gross Amounts RecognizedCash CollateralDerivative InstrumentsNet Amounts
 (Dollars in thousands)
Derivative assets
Commodity derivatives$532,832 $— $4,174 $528,658 
Foreign exchange derivatives19,429 — 5,582 13,847 
Other derivatives16,488 — — 16,488 
Total$568,749 $— $9,756 $558,993 
Derivative liabilities
Commodity derivatives$444,861 $2,485 $4,174 $438,202 
Foreign exchange derivatives8,506 — 5,582 2,924 
Total$453,367 $2,485 $9,756 $441,126 

    Derivative assets and liabilities with maturities of less than 12 months are recorded in other current assets and other current liabilities, respectively, on our Consolidated Balance Sheets. Derivative assets and liabilities with maturities greater than 12 months are recorded in other assets and other liabilities, respectively, on our Consolidated Balance Sheets. The amount of long-term derivative assets recorded on our Consolidated Balance Sheet as of August 31, 2022 and 2021, was $8.5 million and $21.6 million, respectively. The amount of long-term derivative liabilities recorded on our Consolidated Balance Sheet as of August 31, 2022 and 2021, was $4.0 million and $4.8 million, respectively.

    The following table sets forth the pretax (losses) gains on derivatives not accounted for as hedging instruments that have been included in our Consolidated Statements of Operations for the years ended August 31, 2022, 2021 and 2020:
Derivative TypeLocation of
(Loss) Gain
202220212020
  (Dollars in thousands)
Commodity derivativesCost of goods sold$(568,877)$(971,581)$89,248 
Foreign exchange derivativesCost of goods sold9,587 25,277 (184,692)
Foreign exchange derivativesMarketing, general and administrative expenses577 1,105 (2,986)
Interest rate derivativesInterest expense— — (1,226)
Other derivativesOther income2,057 2,489 2,634 
Total $(556,656)$(942,710)$(97,022)

Commodity Contracts

    When we enter into a commodity purchase or sales commitment, we incur risks related to price changes and performance, including delivery, quality, quantity and shipment period. In the event that market prices decrease, we are exposed to risk of loss for the market value of inventory and purchase contracts with fixed- or partially fixed-prices. Conversely, we are exposed to risk of loss on our fixed- or partially fixed-price sales contracts in the event that market prices increase.

    Our use of hedging reduces exposure to price volatility by protecting against adverse short-term price movements but also limits the benefits of favorable short-term price movements. To reduce the price risk associated with fixed-price commitments, we generally enter into commodity derivative contracts, to the extent practical, to achieve a net commodity position within the formal position limits we have established and deemed prudent for each commodity. These contracts are primarily transacted through our FCM on regulated commodity futures exchanges but may include OTC derivative instruments when deemed appropriate. These contracts are recorded at fair values based on quotes listed on regulated commodity exchanges or the market prices of the underlying products listed on the exchanges, except that certain contracts are accounted for as normal purchase and normal sales transactions. For commodities where there is no liquid derivative contract, risk is managed through the use of forward sales contracts, other pricing arrangements and, to some extent, futures contracts in highly correlated commodities. These contracts are economic hedges of price risk but are not designated as hedging instruments for accounting purposes. Unrealized gains and losses on these contracts are recognized in cost of goods sold in our Consolidated Statements of Operations.
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    When a futures position is established, initial margin must be deposited with the applicable exchange or broker. The amount of margin required varies by commodity and is set by the applicable exchange at its sole discretion. If the market price relative to a short futures position increases, an additional margin deposit would be required. Similarly, a margin deposit would be required if the market price relative to a long futures position decreases. Conversely, if the market price increases relative to a long futures position or decreases relative to a short futures position, margin deposits may be returned by the applicable exchange or broker.

    Our policy is to manage our commodity price risk exposure according to internal policies and in alignment with our tolerance for risk. It is our policy that our profitability should come from operations, primarily derived from margins on products sold and grain merchandised, not from hedging transactions. At any one time, inventory and purchase contracts for delivery to us may be substantial. We have risk management policies and procedures that include established net physical position limits. These limits are defined for each commodity and business unit, and business units may include both trader and management limits as appropriate. The limits policy is overseen at a high level by our corporate middle office and compliance team, with day-to-day monitoring procedures being implemented within each individual business unit to ensure any limits overage is explained and exposures reduced, or a temporary limit increase is established if needed. The position limits are reviewed at least annually with our senior leadership and Board of Directors. We monitor current market conditions and may expand or reduce our net position limits or procedures in response to changes in those conditions.

    The use of hedging instruments does not protect against nonperformance by counterparties to cash contracts. We evaluate counterparty exposure by reviewing contracts and adjusting the values to reflect potential nonperformance. Risk of nonperformance by counterparties includes the inability to perform because of a counterparty's financial condition and the risk that the counterparty will refuse to perform on a contract during periods of price fluctuations where contract prices are significantly different from the current market prices. We manage these risks by entering into fixed-price purchase and sales contracts with preapproved producers and by establishing appropriate limits for individual suppliers. Fixed-price contracts are entered into with customers of acceptable creditworthiness, as internally evaluated. Regarding our use of derivatives, we transact in exchange traded instruments or enter into over-the-counter derivatives that primarily clear through our FCM, which limits our counterparty exposure relative to hedging activities. Historically, we have not experienced significant events of nonperformance on open contracts. Accordingly, we only adjust the estimated fair values of specifically identified contracts for nonperformance. Although we have established policies and procedures, we make no assurances that historical nonperformance experience will carry forward to future periods.

    As of August 31, 2022 and 2021, we had outstanding commodity futures and options contracts that were used as economic hedges, as well as fixed-price forward contracts related to physical purchases and sales of commodities. The table below presents the notional volumes for all outstanding commodity contracts:
 20222021
Derivative TypeLongShortLongShort
 (Units in thousands)
Grain and oilseed (bushels)609,300 773,239 666,726851,582
Energy products (barrels)10,541 5,706 9,8817,656
Processed grain and oilseed (tons)1,191 4,182 5593,418
Crop nutrients (tons)23 22 6612
Ocean freight (metric tons)60 — 210
Natural gas (MMBtu)420 — — — 

Foreign Exchange Contracts

    We conduct a substantial portion of our business in U.S. dollars, but we are exposed to risks relating to foreign currency fluctuations primarily due to global grain marketing transactions in South America, the Asia Pacific region and Europe, and purchases of products from Canada. We use foreign currency derivative instruments to mitigate the impact of exchange rate fluctuations. Although CHS has some risk exposure relating to foreign currency transactions, a larger impact with exchange rate fluctuations is the ability of foreign buyers to purchase U.S. agricultural products and the competitiveness of U.S. agricultural products compared to the same products offered by alternative sources of world supply. The notional amount of our foreign exchange derivative contracts was $1.9 billion and $1.2 billion as of August 31, 2022 and 2021.




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Derivatives Designated as Cash Flow Hedging Strategies

    Certain pay-fixed, receive-variable, cash-settled swaps are designated as cash flow hedges of future crude oil purchases in our Energy segment. We also designate certain pay-variable, receive-fixed, cash-settled swaps as cash flow hedges of future refined product sales. These hedging instruments and the related hedged items are exposed to significant market price risk and potential volatility. As part of our risk management strategy, we look to hedge a portion of our expected future crude oil needs and the resulting refined product output based on prevailing futures prices, management's expectations about future commodity price changes and our risk appetite. We may also elect to dedesignate certain derivative instruments previously designated as cash flow hedges as part of our risk management strategy. Amounts recorded in other comprehensive income for these dedesignated derivative instruments remain in other comprehensive income and are recognized in earnings in the period in which the underlying transactions affect earnings. As of August 31, 2022 and 2021, the aggregate notional amount of cash flow hedges was 3.8 million and 2.7 million barrels, respectively.

    The following table presents the fair value of our commodity derivative instruments designated as cash flow hedges and the line items on our Consolidated Balance Sheets in which they are recorded as of August 31, 2022 and 2021:
Derivative AssetsDerivative Liabilities
Balance Sheet Location20222021Balance Sheet Location20222021
(Dollars in thousands)(Dollars in thousands)
Other current assets$27,154 $11,874 Other current liabilities$11,818 $1,001 

    The following table presents the pretax losses recorded in other comprehensive income relating to cash flow hedges for the years ended August 31, 2022, 2021 and 2020:
202220212020
 (Dollars in thousands)
Commodity derivatives$(2,071)$(7,824)$(2,596)

The following table presents the pretax (losses) gains relating to our existing cash flow hedges that were reclassified from accumulated other comprehensive loss into our Consolidated Statements of Operations for the years ended August 31, 2022, 2021 and 2020:
Location of
(Loss) Gain
202220212020
  (Dollars in thousands)
Commodity derivativesCost of goods sold$(6,254)$21,262 $23,807 

Note 16        Fair Value Measurements

    ASC Topic 820, Fair Value Measurement, defines fair value as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

    We determine fair values of derivative instruments and certain other assets, based on the fair value hierarchy established in ASC Topic 820, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability based on the best information available in the circumstances. ASC Topic 820 describes three levels within its hierarchy that may be used to measure fair value, and our assessment of relevant instruments within those levels is as follows:

    Level 1. Values are based on unadjusted quoted prices in active markets for identical assets or liabilities. These assets and liabilities may include exchange-traded derivative instruments, rabbi trust investments, deferred compensation investments, segregated investments and marketable securities.

    Level 2. Values are based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. These assets and liabilities include interest rate, foreign exchange and commodity swaps; forward commodity contracts with a fixed price component; and other OTC derivatives whose values are determined with inputs that are based on exchange traded prices, adjusted for location-specific
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inputs that are primarily observable in the market or can be derived principally from, or corroborated by, observable market data.

    Level 3. Values are generated from unobservable inputs that are supported by little or no market activity and that are a significant component of the fair value of the assets or liabilities. These unobservable inputs would reflect our own estimates of assumptions that market participants would use in pricing related assets or liabilities. Valuation techniques might include the use of pricing models, discounted cash flow models or similar techniques.

    The following tables present assets and liabilities, included on our Consolidated Balance Sheets, that are recognized at fair value on a recurring basis and indicate the fair value hierarchy utilized to determine these fair values. Assets and liabilities are classified in their entirety based on the lowest level of input that is a significant component of the fair value measurement. The lowest level of input is considered Level 3. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the classification of fair value assets and liabilities within the fair value hierarchy levels.

    Recurring fair value measurements as of August 31, 2022 and 2021, are as follows:
2022
Quoted Prices in Active Markets
for Identical Assets
(Level 1)
Significant Other Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
 (Dollars in thousands)
Assets    
Commodity derivatives$1,161 $490,160 $— $491,321 
Foreign currency derivatives— 52,923 — 52,923 
Deferred compensation assets46,562 — — 46,562 
Segregated investments and marketable securities238,124 — — 238,124 
Other assets11,718 — — 11,718 
Total$297,565 $543,083 $— $840,648 
Liabilities    
Commodity derivatives$10,256 $379,883 $— $390,139 
Foreign currency derivatives— 12,649 — 12,649 
Total$10,256 $392,532 $— $402,788 
 2021
Quoted Prices in Active Markets
for Identical Assets
(Level 1)
Significant Other Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
 (Dollars in thousands)
Assets    
Commodity derivatives$2,453 $542,253 $— $544,706 
Foreign currency derivatives— 19,429 — 19,429 
Deferred compensation assets51,940 — — 51,940 
Segregated investments and marketable securities99,837 — — 99,837 
Other assets6,052 16,488 — 22,540 
Total$160,282 $578,170 $— $738,452 
Liabilities    
Commodity derivatives$1,615 $444,247 $— $445,862 
Foreign currency derivatives— 8,506 — 8,506 
Total$1,615 $452,753 $— $454,368 

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    Commodity and foreign currency derivatives. Exchange-traded futures and options contracts are valued based on unadjusted quoted prices in active markets and are classified within Level 1. Our forward commodity purchase and sales contracts with fixed-price components, select ocean freight contracts and other OTC derivatives are determined using inputs that are generally based on exchange traded prices and/or recent market bids and offers, including location-specific adjustments, and are classified within Level 2. Location-specific inputs are driven by local market supply and demand and are generally based on broker or dealer quotations or market transactions in either listed or OTC markets. Changes in the fair values of these contracts are recognized in our Consolidated Statements of Operations as a component of cost of goods sold.

    Deferred compensation assets. Our deferred compensation investments consist primarily of rabbi trust assets that are valued based on unadjusted quoted prices on active exchanges and classified within Level 1. Changes in the fair values of these other assets are primarily recognized in our Consolidated Statements of Operations as a component of marketing, general and administrative expenses.

    Segregated investments and marketable securities and other assets. Our segregated investments and marketable securities and other assets are comprised primarily of investments in various government agencies, U.S. Treasury securities and money market funds, which are valued using quoted market prices and classified within Level 1.

Note 17        Commitments and Contingencies

Environmental

    We are required to comply with various environmental laws and regulations incidental to our normal business operations. To meet our compliance requirements, we establish reserves for future costs of remediation associated with identified issues that are both probable and can be reasonably estimated. Estimates of environmental costs are based on current available facts, existing technology, undiscounted site-specific costs and currently enacted laws and regulations and are included in cost of goods sold and marketing, general and administrative expenses in our Consolidated Statements of Operations. Recoveries, if any, are recorded in the period in which recovery is received. Liabilities are monitored and adjusted as new facts or changes in law or technology occur. The resolution of any such matters may affect consolidated net income for any fiscal period; however, we currently believe any resulting liabilities, individually or in the aggregate, will not have a material effect on our consolidated financial position, results of operations or cash flows during any fiscal year.
    
Other Litigation and Claims

    We are involved as a defendant in various lawsuits, claims and disputes, which are in the normal course of our business. The resolution of any such matters may affect consolidated net income for any fiscal period; however, we currently believe any resulting liabilities, individually or in the aggregate, will not have a material effect on our consolidated financial position, results of operations or cash flows during any fiscal year.

Guarantees

    We are a guarantor for lines of credit and performance obligations of related, nonconsolidated companies. Our bank covenants allow maximum guarantees of others in the ordinary course of business that shall not exceed $1.0 billion, of which $173.6 million were outstanding as of August 31, 2022. We have collateral for a portion of these contingent obligations. We have not recorded a liability related to the contingent obligations as we do not expect to pay out any cash related to them, and the fair values are considered immaterial. The underlying loans to the counterparties for which we provide these guarantees are current as of August 31, 2022.

Credit Commitments
    
    CHS Capital has commitments to extend credit to customers if there is no violation of any condition established in the contracts. As of August 31, 2022, CHS Capital customers have additional available credit of $770.0 million.

Unconditional Purchase Obligations

Unconditional purchase obligations are commitments to transfer funds in the future for fixed or minimum amounts or quantities of goods or services at fixed or minimum prices. Our long-term unconditional purchase obligations primarily relate to pipeline and grain handling take-or-pay and throughput agreements and are not recorded on our Consolidated Balance Sheets. As of August 31, 2022, minimum future payments required under long-term commitments that are noncancelable and that third
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parties have used to secure financing for facilities that will provide contracted goods, are as follows:
 Payments Due by Period
Total20232024202520262027Thereafter
 (Dollars in thousands)
Long-term unconditional purchase obligations $522,941 $82,679 $69,416 $67,653 $61,212 $47,700 $194,281 

    Total payments under these arrangements were $75.2 million, $81.0 million and $77.6 million for the years ended August 31, 2022, 2021 and 2020, respectively.

Note 18        Related Party Transactions

    We purchase and sell grain and other agricultural commodity products from certain equity investees, primarily CF Nitrogen, Ventura Foods, Ardent Mills and TEMCO. Sales to and purchases from related parties for the years ended August 31, 2022, 2021 and 2020, are as follows:
202220212020
 (Dollars in thousands)
Sales$1,511,532 $2,744,482 $2,528,921 
Purchases2,040,357 2,682,165 872,819 

    Receivables due from and payables due to related parties as of August 31, 2022 and 2021, are as follows:
20222021
 (Dollars in thousands)
Due from related parties$78,600 $40,485 
Due to related parties140,174 90,986 

    As a cooperative, we are owned by farmers and ranchers and member cooperatives, which are referred to as members. We buy commodities from and provide products and services to our members. Individually, our members do not have a significant ownership in CHS.

Note 19        Leases

    We assess arrangements at inception to determine whether they contain a lease. An arrangement is considered to contain a lease if it conveys the right to control the use of an asset for a period of time in exchange for consideration. The right to control the use of an asset must include both (i) the right to obtain substantially all economic benefits associated with an identified asset and (ii) the right to direct how and for what purpose the identified asset is used. Certain service agreements may provide us with the right to use an identified asset; however, most of these arrangements are not considered to represent a lease as we do not control how and for what purpose the identified asset is used.

    We lease property, plant and equipment used in our operations primarily under operating lease agreements and, to a lesser extent, under finance lease agreements. Our leases are primarily for railcars, equipment, vehicles and office space, many of which contain renewal options and escalation clauses. Renewal options are included as part of the right of use asset and liability when it is reasonably certain that we will exercise the renewal option; however, renewal options are generally not included as we are not reasonably certain to exercise such options.

After the adoption of ASC Topic 842 on September 1, 2019, right of use assets and liabilities for operating and finance leases are recognized at the lease commencement date for leases in excess of 12 months based on the present value of lease payments over the lease term. For measurement and classification of lease agreements, lease and nonlease components are grouped into a single lease component for all asset classes. Variable lease payments are excluded from measurement of right of use assets and liabilities and generally include payments for nonlease components such as maintenance costs, payments for leased assets beyond their noncancelable lease term and payments for other nonlease components such as sales tax. The discount rate used to calculate present value is our collateralized incremental borrowing rate or, if available, the rate implicit in the lease. The incremental borrowing rate is determined for each lease based primarily on its lease term. Certain lease arrangements include rental payments adjusted annually based on changes in an inflation index. Our lease arrangements generally do not contain residual value guarantees or material restrictive covenants.

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    Lease expense is recognized on a straight-line basis over the lease term. The components of lease expense recognized in our Consolidated Statements of Operations as of August 31, 2022, 2021 and 2020, are as follows:
202220212020
(Dollars in thousands)
Operating lease expense$71,209 $73,489 $71,541 
Finance lease expense:
Amortization of assets8,967 8,065 8,205 
Interest on lease liabilities1,469 938 1,060 
Short-term lease expense16,915 16,955 15,991 
Variable lease expense1,699 2,300 3,674 
Total net lease expense*$100,259 $101,747 $100,471 
*Income related to sublease activity is not material and has been excluded from the table above.

    Supplemental balance sheet information related to operating and finance leases as of August 31, 2022 and 2021, is as follows:
Balance Sheet Location20222021
(Dollars in thousands)
Operating leases
Assets
Operating lease right of use assetsOther assets$242,859 $253,451 
Liabilities
Current operating lease liabilitiesAccrued expenses$54,702 $56,424 
Long-term operating lease liabilitiesOther liabilities194,250 200,720 
Total operating lease liabilities$248,952 $257,144 
Finance leases
Assets
Finance lease assetsProperty, plant and equipment$57,932 $48,625 
Liabilities
Current finance lease liabilitiesCurrent portion of long-term debt$7,609 $7,444 
Long-term finance lease liabilitiesLong-term debt37,164 28,590 
Total finance lease liabilities$44,773 $36,034 

Information related to the lease term and discount rate for operating and finance leases as of August 31, 2022 and 2021, is as follows:
20222021
Weighted average remaining lease term (in years)
Operating leases7.67.9
Finance leases10.410.3
Weighted average discount rate
Operating leases3.00 %3.01 %
Finance leases3.42 %3.50 %

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    Supplemental cash flow and other information related to operating and finance leases as of August 31, 2022, 2021 and 2020, is as follows:
202220212020
(Dollars in thousands)
Cash paid for amounts included in measurement of lease liabilities:
Operating cash flows from operating leases$61,750 $71,702 $71,003 
Operating cash flows from finance leases1,469 938 1,060 
Financing cash flows from finance leases9,171 8,235 7,949 
Supplemental noncash information:
Right of use assets obtained in exchange for lease liabilities$54,199 $43,991 $56,461 
Right of use asset modifications12,887 27,664 7,333 

    Maturities of lease liabilities by fiscal year as of August 31, 2022, were as follows:
August 31, 2022
Finance LeasesOperating Leases
(Dollars in thousands)
2023$8,603 $57,894 
20246,483 54,279 
20255,055 42,358 
20264,679 32,975 
20274,477 18,471 
Thereafter27,764 79,148 
Total maturities of lease liabilities57,061 285,125 
Less amounts representing interest12,288 36,173 
Present value of future minimum lease payments44,773 248,952 
Less current obligations7,609 54,702 
Long-term obligations$37,164 $194,250 


F-42
Exhibit 10.1C
AMENDMENT NO. 3 to EMPLOYMENT AGREEMENT

This AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of November 1, 2022 (the “Effective Date”) by and between Jay D. Debertin (the “Executive”) and CHS Inc. (the “Company”) and amends that certain Employment Agreement dated May 22, 2017 and amended by Amendments No. 1 and No. 2, dated November 5, 2020 and November 3, 2021, respectively, by and between Executive and the Company (the “Employment Agreement”). All terms capitalized herein shall have the same meanings ascribed to them in the Agreement. In the event of any conflict between the terms of the Agreement and the terms of this Amendment, the terms of this Amendment shall prevail.
WHEREAS, Executive and Company have entered into the Employment Agreement;
WHEREAS, Executive and Company desire to amend the Employment Agreement to extend the term of Executive’s employment pursuant to the Employment Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties amend the Employment Agreement as follows:
Section 1 of the Agreement (“Term”) is amended by deleting the date “August 31, 2023” and inserting the date “August 31, 2026”.
The opening paragraph of Section 8(e) is amended to read as follows:
Expiration of Employment Term After Notice of Non-Renewal by the Company or Termination by Executive Upon Retirement. If the Executive’s employment terminates either, 1). at the end of the Employment Term because the Company has delivered a notice of non-renewal (as described in Section 1), or 2). on or after August 31, 2025, because of the Executive’s retirement (for clarity, which retirement would be without Good Reason) Executive shall be entitled to the following payments and benefits:”

Except as herein above modified, the terms and conditions of the Employment Agreement shall remain in full force and effect.
This Amendment No. 3 may be executed in counterparts and signatures transmitted electronically shall be deemed to be original signatures.
IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by its duly authorized officer and Executive has executed this Amendment as of the day and year first above written.


CHS INC.                            JAY D. DEBERTIN

By:     _______________________________ _____________________________

Name: Daniel Schurr    
Title:     Chair of the Board of Directors


image_21.jpgimage_02a.jpgimage_11.jpgExhibit 10.3
Purpose
The purpose of the CHS Annual Variable Pay Plan (the “Plan”) is to provide a direct financial incentive for eligible employees (each a “Participant”) who contribute to the achievement of company and business unit financial performance goals, as well as individual performance goals that are aligned with organizational priorities and CHS Leadership Expectations. The Plan is intended to:

Drive strong business performance by creating line of sight for participants to see how they contribute to the achievement of goals
Emphasize shared ownership of enterprise and business unit initiatives, and reward for the achievement of collective results through collaborative work efforts

Reward goal achievement that is competitive with compensation in the external market and aligned with organizational and market best practices
Performance Period
Each Performance Period for the Plan (“Performance Period”) is measured in one (1) fiscal-year segment, currently September 1 through August 31. A new Performance Period begins each fiscal year.

For purposes of the Plan, “Award” is defined as the amount awarded to a Participant for a Performance Period upon the CHS Board of Directors approving the Performance Period financial results and authorizing distribution of payouts under the Plan following the end of the Performance Period.
Eligibility
Employees must have a start date in an eligible non-union job and have a status of a full-time or part-time regularly scheduled employee on or before June 1 during the Performance Period.
Employees must be employed in an eligible non-union job, have actively worked a minimum of 30 days during the Performance Period, and have a status of a full-time or part-time regularly scheduled employee at the end of the Performance Period (August 31), or have had an eligible status change during the Performance Period (reference Award Proration for more information).
The following table provides an overview of basic Plan eligibility. Refer to the additional criteria in this section for details.

Eligible StatusIneligible Status
Non-UnionUnion
Full-timeLayoff
Part-time Regularly ScheduledTemp/Seasonal
Start date or status change from ineligible status on/before June 1 during the Performance PeriodStart date after June 1 during the Performance Period
Active in eligible status at the end of the Performance PeriodSeparated or other ineligible status at the end of the Performance Period
Worked a minimum of 30 days during the Performance PeriodWorked less than 30 days during the Performance Period
Eligible for variable compensation through any other bonus, commission or incentive plan

Employee eligibility may change during the Performance Period due to a status change. An eligible status change will result in the employee becoming eligible or maintaining eligibility as a Participant, however any Award if provided under the Plan, will be prorated (reference Award Proration for more information).
Employees who have a change to an ineligible status during the Performance Period and/or are in an ineligible status at the end of the Performance Period (August 31) are not eligible to participate in the Plan and will not be a Participant for purposes of the Plan (reference the eligibility table above for more information).





    

CHS Annual Variable Pay Plan Document     1

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Employees who are eligible for variable compensation through any other bonus, commission or incentive plan are not eligible to participate in the Plan and will not be a Participant for purposes of this Plan, unless approved by the Plan Administrators.
Employees that are not eligible for the Plan after consideration of the eligibility rules include: Energy Certified Energy Specialists; Energy Transportation and Distribution Drivers; Energy Zip Trip store employees below the C-Store Manager level; Production Incentive eligible employees; Temco Terminal employees; Interns; Agronomy Sales Account Managers, Sales Managers and Sales Directors; Country Operations employees below the Vice President level without a department name beginning with CO. Eligibility can be changed at the sole discretion of the Plan Administrators.

Forfeiture and Modification for Performance or Behavior
A Participant may forfeit eligibility under the Plan for any Performance Period, or have their opportunity for an Award under the Plan modified at the discretion of the Plan Administrators, if it has been determined that the Participant has failed to meet job performance criteria and standards, which includes but is not limited to documented performance issues, or acts of misconduct, dishonesty or violation of CHS policies and procedures. Forfeiture of eligibility or modification of a Participant’s opportunity for an Award under the Plan must be approved by the Plan Administrators. 
Performance Goals
Performance Goals are established for each Performance Period at the beginning of the Performance Period. Financial Performance goals are defined in the Plan Appendix for each Performance Period. Plan Performance Goals include:

Return on Invested Capital (ROIC)
Return on Assets (ROA)
Individual Performance Goals

All Plan Performance Goals for each Performance Period are measured over the applicable Performance Period.
The President and Chief Executive Officer (CEO) and the Chief Financial Officer (CFO) establish, and the CHS Board of Directors approves, the ROIC Performance Goals at the corporate level for each Performance Period pursuant to the Plan.
The CEO and CFO establish, in collaboration with senior finance and business unit leaders, all business unit ROA Performance Goals for each Performance Period pursuant to the Plan.
Individual Performance Goals are established by the Participant and the Participant’s Manager at the beginning of the Performance Period.

For any Award made under the Plan, the payout range for each Performance Goal is calculated as a percent of target Performance Goal (the expected level of performance), based on actual results for that Performance Goal for the Performance Period.

The payout range is calculated independently for each Performance Goal and mathematically interpolated when results are attained between the Performance Goal levels. The following table illustrates the Performance Goal levels and associated payout range.

Performance Goal LevelLevel DefinitionPayout Range
MaximumHighest level of Performance200%
TargetExpected level of Performance100%
ThresholdLowest level of Performance50%







CHS Annual Variable Pay Plan Document     2

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Performance Goal Weightings
The Performance Goal Weightings indicate the relative value of each Performance Goal in the Award calculation. Performance Goals are weighted based on whether Participants are in a Corporate Function or a Business Unit Participant group. The following table illustrates Performance Goal Weightings by Participant group.

Participant GroupGroup DefinitionPerformance Goal Weighting
ROICROAIndividual
Corporate Function*Enterprise Support70%30%
Business UnitDefined Market Segment35%35%30%
*Corporate function includes all enterprise leadership team participants.
Performance Goal Trigger
Performance Goal levels and “Triggers” are established at the beginning of each Performance Period. The Trigger defines the level of required performance to trigger any Award.

The Trigger or Triggers are based on whether Participants are in a Corporate Function or a Business Unit Participant group, as follows:

Corporate Function Participant:
Threshold ROIC Performance Goal must be met for any Award to be issued under the Plan.
If the threshold ROIC Performance Goal is not met, no Award will be issued under the Plan.
Business Unit Participant:
Threshold ROIC or target ROA Performance Goals must be met for any Award to be issued under the Plan.
If the threshold ROIC Performance Goal is not met, and the target ROA Performance Goal is met, any Award may be issued for the ROA Performance Goal only. If both the threshold ROIC and target ROA Performance Goals are not met, no Award will be issued under the Plan.

The following table illustrates the impact of the Trigger for each Performance Goal.

Participant GroupTriggerPerformance Goal Weighting Compensation Earned
Performance GoalPerformance Goal Level RequiredROICROAIndividual
Corporate FunctionROICThresholdYesYes
Business UnitROICThresholdYesYesYes
IF THRESHOLD ROIC TRIGGER IS NOT MET
Corporate FunctionROICThresholdNoNo
Business UnitROICThresholdNoVaries Based on Business Unit ROA Results (see below)No
Business UnitROATargetNoYesNo





CHS Annual Variable Pay Plan Document     3

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Award Opportunity
Participant’s target Award Opportunity (“Award Opportunity”) pursuant to the Plan for any Performance Period varies by job and is one factor used in the calculation of any Award under the Plan.
Pay Basis
Pay Basis is determined based on whether a Participant is salaried (exempt) or hourly (non-exempt) employee and is another factor used in the calculation of any Award under the Plan. Pay Basis for any Performance Period is determined as follows:

Salaried (exempt) Participant: Base pay at the end of the Performance Period (August 31), prorated by the number of days worked in an eligible status.
Hourly (non-exempt) Participant: Actual earnings in an eligible job, including base pay and overtime, during the Performance Period (September 1 through August 31).
Award Proration
Any Award under the Plan will be prorated based on the following changes during the Performance Period:

Financial Performance Goal changes that occur on or before June 1 of the Performance Period;
Performance Goal Weighting changes that occur on or before June 1 of the Performance Period;
Bonus, commission or incentive plan changes that occur on or before June 1 of the Performance Period;
Eligible status changes that occur during the Performance Period.
Any Award under the Plan may also be prorated based on changes in job that occur during the Performance Period, at the sole discretion of the Participant’s Manager and Human Resources Director.
The following table outlines status changes and how any Award under the Plan will be prorated when a change in status occurs during the Performance Period (reference Eligibility for more information).

Status Change*Proration Rule – Days Included
DeceasedDays worked in an eligible status
Full-TimeDays worked in an eligible status
LayoffDays worked in an eligible status; unless status is Layoff at the end of the Performance Period
Leave of AbsenceDays worked in an eligible status; and first 90 days
Long-Term DisabilityDays worked in an eligible status
Military LeaveDays worked in an eligible status; and First 90 days
Part-TimeDays worked in an eligible status
Position Elimination (including Divestiture)Days worked in an eligible status
Retirement (per Retirement Plan rules)Days worked in an eligible status
SeparationDays worked in an eligible status; unless status is separation at the end of the Performance Period
Separation and Return to Eligible StatusDays worked in an eligible status before and after separation if employee returns within 90 days
Short-Term Disability (including FMLA)Days worked in an eligible status; and first 90 days
Temp/Seasonal to Eligible StatusDays worked in an eligible status; unless status is Temp/Seasonal at the end of the Performance Period
Union to Eligible StatusDays worked in an eligible status, unless status is Union at the end of the Performance Period
Workers’ CompensationDays worked in an eligible status; and first 90 days
*Not all eligible status changes are included in the table above.



CHS Annual Variable Pay Plan Document     4

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Award Payment
Any Award under the Plan, including for Participants who are no longer employed by the company after the end of the Performance Period and/or due to an eligible status change during the Performance Period, are determined, approved and issued as soon as administratively feasible following the Performance Period. No Award shall be deemed approved under the Plan until after Performance Period financial results are approved by the CHS Board of Directors.

A Participant’s potential for an Award under the Plan can be modified or terminated without Participant consent for any reason up until the CHS Board of Directors approve the Performance Period financial results. Once approved, any Award cannot be modified or terminated, except as is expressly provided in the Plan.

In all cases, any Award issued under the Plan shall be paid no later than December 31 following the applicable Performance Period. Any Award under the Plan is paid through the same process as the Participant’s paycheck. All payments are subject to appropriate withholdings.
Administration
The CFO and Chief Human Resource Officer (CHRO) administer the Plan (each a Plan Administrator). The Plan Administrators, along with the CEO, are authorized to make all decisions as required in the administration of the Plan and to exercise their discretion to define, interpret, construe and apply Plan provisions, approve, administer, withdraw, and make any exceptions to the terms of the Plan. Any adjustments to the Plan based on extraordinary business conditions requires CHS Board of Directors and CFO approval at the corporate level, and CEO and CFO approval at the business unit level.
General Provisions
CHS reserves the right to change or cancel the Plan at any time. This Plan document does not intend to, nor does it operate to, create an employment contract or provide a guarantee of continued employment. There is no vested right to any payment prior to the Award determination, and the CHS Annual Variable Pay Plan does not give rise to any rights not expressly stated in the Plan.

Non-Recurring Events: Non-recurring business events, which have a substantial impact on CHS financial results during the Performance Period, may be excluded from the calculations for determining any Awards. Such events could include but are not limited to, major gains or losses from acquisitions (including planned short-term losses), divestitures, lawsuits, significant business write-offs, casualty losses or sale of assets. Any such exclusion must be approved by the CHS Board of Directors.

Recovery: Any Awards issued under the Plan shall be subject to recovery or the penalties pursuant to any applicable company policy, law, rule or regulation or applicable stock exchange rule, including, without limitation, Section 304 of the Sarbanes-Oxley Act of 2002, Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and any applicable stock exchange listing rule adopted Pursuant thereto.

This Plan document applies to eligible U.S. and Canadian Participants. A separate plan document is customized for eligible international employees.







CHS Annual Variable Pay Plan Document     5
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Exhibit 10.4
Purpose
Our purpose at CHS is to create connections to empower agriculture. The CHS Executive Long-Term Incentive Plan (the “Plan”), referred to as the CHS Long-Term Incentive Plan prior to September 1, 2021, is provided to eligible executives (each a “Participant”) who can have influence on long-term business success.
The objectives of this Plan are to:
Link a component of the Participants’ total compensation with long-term business performance
Encourage Participants to generate competitive returns on our invested capital over the long-term
Maintain an overall competitive compensation structure for Participants
Retain key executives
Performance Period
Each performance period for the Plan (“Performance Period”) is measured in three (3) fiscal year (currently September 1 through August 31) segments. A new three-year Performance Period begins each fiscal year. Therefore, three concurrent Performance Periods are in operation at any one time, as illustrated below.

Year OneYear TwoYear ThreeYear FourYear Five
Performance Period A
Performance Period B
Performance Period C
For purposes of this Plan, “Award” is defined as the amount that is awarded to a Participant for a Performance Period upon the CHS Board of Directors approving the Performance Period financial results and authorizing distribution of Awards to Participants following the end of a Performance Period. Any Award is unvested, and a Participant will become vested only in accordance with the terms of the CHS Deferred Compensation Plan (“DCP”).
Eligibility
Participant eligibility is at the Company’s sole discretion and is determined by the CHS Strategic Leadership Team and Plan Administrators per the written Plan Participant approval process and to align with the purpose and objectives of the Plan. Eligible positions are determined based on organization level and market practice. In addition, factors such as business need, succession planning, and business continuity requirements may be considered for Participant eligibility.
Participants may forfeit their eligibility under the Plan, or have their opportunity for any Award modified at the discretion of the Plan Administrators, for one or more Performance Periods if the Plan Administrators determine in their sole discretion that the Participant is no longer eligible to be a Participant or as otherwise provided herein. With respect to any three-year Performance Period that has not yet been completed, a Participant has no right to continued eligibility under the Plan.
In order to be eligible for an Award for any Performance Period, Participants must be eligible pursuant to the terms of the Plan (i) for a minimum of six (6) months of the three-year Performance Period; and (ii) on the date the Performance Period ends.
If a Participant’s employment ends during a Performance Period, the Participant will no longer be eligible for, and will not receive, an Award if provided under the Plan for the Performance Period unless employment ends due to retirement, death or permanent disability.





CHS Executive Long-Term Incentive Plan U.S. Plan Document     1

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Exhibit 10.4
New Participants
oA Participant must be an active/eligible Participant for a minimum of six (6) months during the three-year Performance Period to be eligible for an Award under the Plan for that Performance Period.
oFor example, Participants who are approved to begin participation after March 1 during the third fiscal-year segment of a Performance Period will not be eligible for an Award under the first three-year Performance Period (Performance Period A in the illustration above). Participants approved to participate after March 1 will begin participation in the Plan September 1 of the following fiscal year (Performance Period B). When calculating any Award for Performance Period B and subsequent Performance Periods, all eligible months from the plan participation date will be included.
oAny Award for eligible new Participants will be pro-rated based upon full months participation out of the applicable three-year Performance Period.
Retirement, Death or Permanent Disability
oA Participant is eligible for a pro-rated Award based upon full months participation out of the applicable three-year Performance Period in the event that, during the Performance Period, the Participant:
retires which is defined as Separation from Service for any reason other than a leave of absence, death or permanent disability on or after the earlier of the attainment of (i) age sixty-five (65) or (ii) age fifty-five (55) with ten (10) Years of Service
becomes deceased
is permanently disabled, which is defined as (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident or health plan covering employees of CHS
oA Participant must be an active/eligible Participant for a minimum of six (6) months during the three-year Performance Period to be eligible for any Award under the Plan for that Performance Period.
oThe pro-rated Award will be determined and processed in the same manner and at the same time as for other Participants.
oAn Award a Participant receives pursuant to this section of the Plan will immediately vest, as provided by the DCP.
As indicated in the table below, for certain types of leave, the first 90 days of the leave will apply toward the six (6)-month minimum eligibility requirement, and will be counted along with months worked during the three-year Performance Period for purposes of prorating any Award.
Type of LeaveMonths Included Toward Participant Eligibility and Award Proration
Leave of Absence (FMLA)Months worked during the Performance period; and First 90 days
Leave of Absence (Not FMLA or otherwise legally protected)Months worked during the Performance period
Short-Term Disability (including FMLA)Months worked during the Performance period; and First 90 days
Long-Term DisabilityMonths worked during the Performance period; and First 90 days of Short-Term Disability
Military LeaveMonths worked during the Performance period; and First 90 days
Workers CompensationMonths worked during the Performance period; and First 90 days




CHS Executive Long-Term Incentive Plan U.S. Plan Document     2

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Exhibit 10.4

Forfeiture and Modification for Performance or Behavior
A Participant may forfeit eligibility under the Plan for any Performance Period, or have their opportunity for an Award under the Plan modified at the discretion of the Plan Administrators, if it has been determined that the Participant has failed to meet job performance criteria and standards, which includes but is not limited to documented performance issues, or acts of misconduct, dishonesty or violation of CHS policies and procedures. Forfeiture of eligibility or modification of a Participant’s opportunity for an Award under the Plan must be approved by the Plan Administrators. 
Performance Goals
The Plan has predetermined financial performance goals based on Return on Invested Capital (“ROIC”), which are defined in the Plan Appendix for each Performance Period.
The President and Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”) recommends to the CHS Board of Directors for approval, the Threshold, Target, Maximum and Superior performance goals for each three-year Performance Period pursuant to this Plan. The ROIC performance goals for each such Performance Period are cumulative goals that are measured over the entire Performance Period.
The Target Performance Goal is the expected level of performance. Each of the other Performance Goal levels is associated with a multiplier, which is a percent of the Target Performance Goal level. When results fall between Performance Goal levels, the percent of Target to be used in the calculation is mathematically interpolated. The following table provides an example of Performance Goal Levels and the associated multipliers as a percent of Target.
Performance Goal LevelLevel DefinitionPercent of Target
SuperiorHighest level of Performance400%
MaximumAbove Expected level of Performance200%
TargetExpected level of Performance100%
ThresholdLowest level of Performance – Plan Trigger50%
Performance Goal Trigger
As noted in the table above, Threshold Performance, as defined in the Plan Appendix, must be met to trigger any potential Award under the Plan for any Performance Period.
Award Opportunity
The calculation of each Participant’s Award Opportunity (“Award Opportunity”) pursuant to the Plan for any Performance Period is based on:
Target level goal percentage, which varies by grade level, title and/or job. The Company can vary a Participant’’ Target level goal percentage at the sole discretion of the Plan Administrators.
Average fiscal year-end base pay over the three-year Performance Period, also referred to as “Pay Basis.”
Each Participant’s Award Opportunity pursuant to the Plan for any Performance Period is expressed as Pay Basis multiplied by the Target level goal percentage as of August 31 of each year of the Performance Period.
The Award Opportunity for a Participant who is not in the Plan for the entire Performance Period, but meets eligibility requirements, is pro-rated based upon full months of participation out of the three-year Performance Period (and according to the Leave proration table). If an eligible Participant is not employed at the end of the Performance Period, the Participant’s base pay as of their last day of employment will be used in calculating the average base pay.





CHS Executive Long-Term Incentive Plan U.S. Plan Document     3

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Exhibit 10.4


Award Payment
A Participant will receive an Award only pursuant to the terms of this Plan and only if the CHS Board of Directors approves providing Awards to Participants for any Performance Period that has ended. Any Award pursuant to this Plan shall be credited to an eligible Participant’s DCP account and is subject to the operating rules of the DCP. As described in the DCP and demonstrated in the table below, Awards vest one-third each January, beginning with the first January 1 following the date on which an Award is approved, except in situations of immediate vesting as defined by the DCP.
Awards under the Plan, including for Participants who are no longer employed by the Company after the end of the Performance Period due to retirement, death or permanent disability, are determined, approved, communicated and credited to the Participant’s DCP as soon as administratively feasible following the Performance Period. No Award shall be deemed approved under the Plan until after Performance Period financial results are approved by the CHS Board of Directors.
Participant’s potential for an Award under the Plan can be modified or terminated without Participant consent for any reason up until the CHS Board of Directors approve the Performance Period financial results. Once approved, Awards cannot be modified or terminated, except as expressly provided in the Plan.
The following chart provides a hypothetical example to demonstrate a typical Performance Period, Award contribution to the DCP, and vesting schedule.
image_1a.jpg
This hypothetical chart shows that Performance Period A is based on fiscal years one, two and three. The Award for Performance Period A, having been approved by the CHS Board of Directors in November after the end of Performance Period A, is made as a contribution to the DCP in November after the end of Performance Period A. As described in the DCP, Awards vest 1/3 each year, on January 1 of years four, five and six. Performance Period B is based on fiscal years two, three and four. The Award for Performance Period B, having been approved by the CHS Board of Directors in November following the end of Performance Period B, is made as a contribution to the DCP. These funds are vested 1/3 each year in the DCP, on January 1 of years five, six and seven. Awards are subject to the provisions of the DCP.
If a Participant’s employment ends during a Performance Period, the Participant will no longer be eligible for and will not receive an Award under the Plan for the Performance Period unless employment ends due to retirement, death or permanent disability.



CHS Executive Long-Term Incentive Plan U.S. Plan Document     4

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Exhibit 10.4



Administration
The CFO and Chief Human Resource Officer (CHRO) administer the Plan (each a Plan Administrator). The Plan Administrators, along with the CEO, are authorized to make all decisions as required in the administration of the Plan and may, in their sole discretion define, interpret, construe and apply Plan provisions, approve, administer, withdraw, and make any exceptions to the terms of the Plan. Any adjustments to the Plan, including the performance metrics or performance goals established for any current Performance Period, based on extraordinary business conditions, must be approved by the CHS Board of Directors.
General Provisions
During the course of any three-year Performance Period, CHS reserves the right to change or cancel the Plan at any time. This Plan document does not intend to, nor does it operate to, create an employment contract or provide a guarantee of continued employment. The right to any Award is determined solely by the terms of the DCP, and the CHS Executive Long-Term Incentive Plan – U.S. Plan Document does not give rise to any rights not expressly stated in the Plan.
Non-Recurring Events: Non-recurring business events that have a substantial impact on CHS financial results during the Performance Period, may be excluded from the calculations for determining potential Awards. Such events could include but are not limited to, major gains or losses from acquisitions (including planned short-term losses), divestitures, lawsuits, business reorganizations, significant business write-offs, casualty losses or sale of assets. Any such exclusion must be approved the CHS Board of Directors.
Recovery: Awards under the Plan shall be subject to recovery or the penalties pursuant to any applicable company policy, or to any law, rule, regulation, or applicable stock exchange rule, including, without limitation, Section 304 of the Sarbanes-Oxley Act of 2002, Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and any applicable stock exchange listing rule adopted pursuant thereto.

This Plan document applies to eligible U.S. Participants. A separate plan document is customized for eligible international employees.

This document, effective September 1, 2021, is titled “CHS Executive Long-Term Incentive Plan,” and describes the plan previously titled “CHS Long-Term Incentive Plan.” This document supersedes all versions of the CHS Long-Term Incentive Plan effective prior to September 1, 2021 and is applicable to all Performance Periods that begin on and after September 1, 2021, as well as any Performance Periods that began prior to September 1, 2021 and are in process as of the effective date of this document. 






CHS Executive Long-Term Incentive Plan U.S. Plan Document     5
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Exhibit 10.4A
Purpose
Our purpose at CHS is to create connections to empower agriculture. The CHS Long-Term Incentive Plan (the “Plan”) is provided to eligible executives and key employees (each a “Participant”) who can have influence on long-term business success.
The objectives of this Plan are to:
Link a component of the Participants’ total compensation with long-term business performance
Encourage Participants to generate competitive returns on our invested capital over the long term
Maintain an overall competitive compensation structure for Participants
Retain key executives and employees
Performance Period
Each performance period for the Plan (“Performance Period”) is measured in three (3) fiscal year (currently September 1 through August 31) segments. A new three-year Performance Period begins each fiscal year. Therefore, three concurrent Performance Periods are in operation at any one time, as illustrated below.
Year OneYear TwoYear ThreeYear FourYear Five
Performance Period A
Performance Period B
Performance Period C
For purposes of this Plan, “Award” is defined as a specific dollar amount that is awarded to a Participant for a Performance Period upon the CHS Board of Directors approving the Performance Period financial results and authorizing distribution of Awards to Participants following the end of a Performance Period. Any Award is unvested, and a Participant will become vested only in accordance with the terms of the CHS Deferred Compensation Plan (“DCP”).
Eligibility
Participant eligibility is at the Company’s sole discretion and is determined by the CHS Strategic Leadership Team and Plan Administrators per the written Plan Participant approval process and to align with the purpose and objectives of the Plan. Eligible positions are determined based on organization level and market practice. In addition, factors such as business need, succession planning, and business continuity requirements may be considered for Participant eligibility.
Participants may forfeit their eligibility under the Plan, or have their opportunity for any Award modified at the discretion of the Plan Administrators, for one or more Performance Periods if the Plan Administrators determine in their sole discretion that the Participant is no longer eligible to be a Participant or as otherwise provided herein. With respect to any three-year Performance Period that has not yet been completed, a Participant has no right to continued eligibility under the Plan.
In order to be eligible for an Award for any Performance Period, Participants must be eligible pursuant to the terms of the Plan (i) for a minimum of six (6) months of the three-year Performance Period; and (ii) on the date the Performance Period ends.
If a Participant’s employment ends during a Performance Period, the Participant will no longer be eligible for, and will not receive, an Award if provided under the Plan for the Performance Period unless employment ends due to retirement, death or permanent disability.






CHS Long Term Incentive Plan U.S. Plan Document 1

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Exhibit 10.4A
New Participants
A Participant must be an active/eligible Participant for a minimum of six (6) months during the three-year Performance Period to be eligible for an Award under the Plan for that Performance Period.
For example, Participants who are approved to begin participation after March 1 during the third fiscal-year segment of a Performance Period will not be eligible for an Award under the first three-year Performance Period (Performance Period A in the illustration above). Participants approved to participate after March 1 will begin participation in the Plan September 1 of the following fiscal year (Performance Period B) but will receive plan credit starting from the first full month after they are approved to participate.
Any Award for eligible new Participants will be pro-rated based upon full months participation out of the applicable three-year Performance Period.
Retirement, Death or Permanent Disability
A Participant is eligible for a pro-rated Award based upon full months participation out of the applicable three-year Performance Period in the event that, during the Performance Period, the Participant:
retires which is defined as Separation from Service for any reason other than a leave of absence, death or Disability on or after the earlier of the attainment of (i) age sixty-five (65) or (ii) age fifty-five (55) with ten (10) Years of Service
becomes deceased
is permanently disabled, which is defined as (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident or health plan covering employees of CHS
A Participant must be an active/eligible Participant for a minimum of six (6) months during the three-year Performance Period to be eligible for any Award under the Plan for that Performance Period.
The pro-rated Award will be determined and processed in the same manner and at the same time as for other Participants.
An Award a Participant receives pursuant to this section of the Plan will immediately vest, as provided by the DCP.
As indicated in the table below, for certain types of leave, the first 90 days of the leave will apply toward the six (6)-month minimum eligibility requirement, and will be counted along with months worked during the three-year Performance Period for purposes of prorating any Award.
Type of LeaveMonths Included Toward Participant Eligibility and Award Proration
Leave of Absence (FMLA)Months worked during the Performance period; and First 90 days
Leave of Absence (Not FMLA or otherwise legally protected)Months worked during the Performance period
Short-Term Disability (including FMLA)Months worked during the Performance period; and First 90 days
Long-Term DisabilityMonths worked during the Performance period; and First 90 days of Short-Term Disability
Military LeaveMonths worked during the Performance period; and First 90 days
Workers CompensationMonths worked during the Performance period; and First 90 days

CHS Long Term Incentive Plan U.S. Plan Document 2

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Exhibit 10.4A
Forfeiture and Modification for Performance or Behavior
A Participant may forfeit eligibility under the Plan for any Performance Period, or have their opportunity for an Award under the Plan modified at the discretion of the Plan Administrators, if it has been determined that the Participant has failed to meet job performance criteria and standards, which includes but is not limited to documented performance issues, or acts of misconduct, dishonesty or violation of CHS policies and procedures. Forfeiture of eligibility or modification of a Participant’s opportunity for an Award under the Plan must be approved by the Plan Administrators. 
Performance Goals
The Plan has predetermined financial performance goals based on Return on Invested Capital (“ROIC”), which are defined in the Plan Appendix for each Performance Period.
The President and Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”) recommends to the CHS Board of Directors for approval, the Threshold, Target, Maximum and Superior performance goals for each three-year Performance Period pursuant to this Plan. The ROIC performance goals for each such Performance Period are cumulative goals that are measured over the entire Performance Period.
The Target Performance Goal is the expected level of performance. Each of the other Performance Goal levels is associated with a multiplier, which is a percent of the Target Performance Goal level. When results fall between Performance Goal levels, the percent of Target to be used in the calculation is mathematically interpolated. The following table provides an example of Performance Goal Levels and the associated multipliers as a percent of Target.
Performance Goal LevelLevel DefinitionPercent of Target
SuperiorHighest level of Performance400%
MaximumAbove Expected level of Performance200%
TargetExpected level of Performance100%
ThresholdLowest level of Performance – Plan Trigger50%
Performance Goal Trigger
As noted in the table above, Threshold Performance, as defined in the Plan Appendix, must be met to trigger any potential Award under the Plan for any Performance Period.
Award Opportunity
The calculation of each Participant’s Award Opportunity (“Award Opportunity”) pursuant to the Plan for any Performance Period is based on:
Target level goal percentage, which varies by grade level, title and/or job. The Company can vary a Participant’’ Target level goal percentage at the sole discretion of the Plan Administrators.
Average fiscal year-end base pay over the three-year Performance Period, also referred to as “Pay Basis.”
Each Participant’s Award Opportunity pursuant to the Plan for any Performance Period is expressed as Pay Basis multiplied by the Target level goal percentage as of August 31 of each year of the Performance Period.
The Award Opportunity for a Participant’ who is not in the Plan for the entire Performance Period, but meet eligibility requirements, is pro-rated based upon full months of participation out of the three-year Performance Period (and according to the Leave proration table). If an eligible Participant is not employed at the end of the Performance Period, the Participant’s base pay as of their last day of employment will be used in calculating the average base pay.



CHS Long Term Incentive Plan U.S. Plan Document 3

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Exhibit 10.4A
Award Payment
A Participant will receive an Award only pursuant to the terms of this Plan and only if the CHS Board of Directors approves providing Awards to Participants for any Performance Period that has ended. Any Award pursuant to this Plan shall be credited to an eligible Participant’s DCP account and is subject to the operating rules of the DCP. As described in the DCP and demonstrated in the table below, Awards vest one-third each January, beginning with the first January 1 following the date on which an Award is approved, except in situations of immediate vesting as defined by the DCP.
Awards under the Plan, including for Participants who are no longer employed by the Company after the end of the Performance Period due to retirement, death or permanent disability, are determined, approved, communicated and credited to the Participant’s DCP as soon as administratively feasible following the Performance Period.
Once approved, Awards cannot be modified or terminated, except as expressly provided in the Plan.
The following chart provides a hypothetical example to demonstrate a typical Performance Period, Award contribution to the DCP, and vesting schedule.
image_1.jpg
This hypothetical chart shows that Performance Period A is based on fiscal years one, two and three. The Award for Performance Period A, having been approved by the CHS Board of Directors in November after the end of Performance Period A, is made as a contribution to the DCP in November after the end of Performance Period A. As described in the DCP, Awards vest 1/3 each year, on January 1 of years four, five and six. Performance Period B is based on fiscal years two, three and four. The Award for Performance Period B, having been approved by the CHS Board of Directors in November following the end of Performance Period B, is made as a contribution to the DCP. These funds are vested 1/3 each year in the DCP, on January 1 of years five, six and seven. Awards are subject to the provisions of the DCP.
If a Participant’s employment ends during a Performance Period, the Participant will no longer be eligible for and will not receive an Award under the Plan for the Performance Period unless employment ends due to retirement, death or permanent disability.
Administration
The CFO and Chief Human Resource Officer (CHRO) administer the Plan (each a Plan Administrator). The Plan Administrators, along with the CEO, are authorized to make all decisions as required in the administration of the Plan and may, in their sole discretion define, interpret, construe and apply Plan provisions, approve, administer, withdraw, and make any exceptions to the terms of the Plan. Any adjustments to the Plan, including the performance metrics or performance goals established for any current Performance Period, based on extraordinary business conditions, must be approved by the CHS Board of Directors.


CHS Long Term Incentive Plan U.S. Plan Document 4

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Exhibit 10.4A
General Provisions
During the course of any three-year Performance Period, CHS reserves the right to change or cancel the Plan at any time. This Plan document does not intend to, nor does it operate to, create an employment contract or provide a guarantee of continued employment. The right to any Award is determined solely by the terms of the DCP, and the CHS Long Term Incentive Plan does not give rise to any rights not expressly stated in the Plan.
Non-Recurring Events: Non-recurring business events that have a substantial impact on CHS financial results during the Performance Period, may be excluded from the calculations for determining potential Awards. Such events could include but are not limited to, major gains or losses from acquisitions (including planned short-term losses), divestitures, lawsuits, business reorganizations, significant business write-offs, casualty losses or sale of assets. Any such exclusion must be approved the CHS Board of Directors.
Recovery: Awards under the Plan shall be subject to recovery or the penalties pursuant to any applicable company policy, or to any law, rule, regulation, or applicable stock exchange rule, including, without limitation, Section 304 of the Sarbanes-Oxley Act of 2002, Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and any applicable stock exchange listing rule adopted pursuant thereto.

This Plan document applies to eligible U.S. Participants. A separate plan document is customized for eligible international employees.


This document, effective September 1, 2020, supersedes all prior versions of the CHS US Long Term Incentive Plan document and is effective for Performance Periods in operation on and after September 1, 2020, regardless of when the Performance Period started.





CHS Long Term Incentive Plan U.S. Plan Document 5
Exhibit 10.23C


Execution Copy

ELEVENTH AMENDMENT TO
AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

This ELEVENTH AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of August 30, 2022 (this “Amendment”), is entered into by and among COFINA FUNDING, LLC, a Delaware limited liability company, as seller (the “Seller”), CHS INC. (“CHS”), a Minnesota corporation, as Servicer (in such capacity, the “Servicer”) and, solely with respect to Section 5, as an Originator, solely with respect to Section 5, CHS CAPITAL, LLC, as an Originator (“CHS Capital” and together with CHS, the “Originators”), each of the CONDUIT PURCHASERS, COMMITTED PURCHASERS and PURCHASER AGENTS set forth on the signature pages hereto, and MUFG BANK, LTD. F/K/A THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH (“MUFG”), as administrative agent (in such capacity, the “Administrative Agent”).

RECITALS

A.WHEREAS, the Seller, the Servicer, CHS, the Purchasers, the Purchaser Agents and the Administrative Agent have entered into that certain Amended and Restated Receivables Purchase Agreement, dated as of July 18, 2017 (as amended by that certain First Amendment to Amended and Restated Receivables Purchase Agreement dated as of June 28, 2018, as amended by that certain Second Amendment to Amended and Restated Receivables Purchase Agreement dated as of August 20, 2018, as amended by that certain Omnibus Amendment No. 3, dated as of September 4, 2018, as amended by that certain Fourth Amendment and Limited Waiver to Amended and Restated Receivables Purchase Agreement, dated as of September 21, 2018, as amended by that certain Omnibus Amendment No. 5, dated as of June 27, 2019, as amended by that certain Omnibus Amendment No. 6, dated as of May 1, 2020, as amended by that certain Omnibus Amendment No. 7, dated as of June 26, 2020, as amended by that certain Omnibus Amendment No. 8, dated as of September 24, 2020, as amended by that certain Omnibus Amendment No. 9, dated as of July 30, 2021, as amended by that certain Omnibus Amendment No. 10, dated as of August 31, 2021, and as further amended, restated, supplemented or otherwise modified through the date hereof, the “RPA”);

B.    WHEREAS, pursuant to and in accordance with Section 13.1 of the RPA, the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrative Agent desire to amend the RPA as provided herein; and

C.    WHEREAS, the Originators and the Seller have entered into that certain Sale and Contribution Agreement, dated as of July 22, 2016 (as amended by that certain Omnibus Amendment No. 1, dated as of February 14, 2017, as amended by that certain Omnibus Amendment No. 2, dated as of July 18, 2017, as amended by that certain Omnibus Amendment No. 3, dated as of September 4, 2018, as amended by that certain Omnibus Amendment No. 5, dated as of June 27, 2019, as amended by that certain Omnibus Amendment No. 6, dated as of May 1, 2020, as amended by that certain Omnibus Amendment No. 7, dated as of June 26, 2020, as amended by that certain Omnibus Amendment No. 8, dated as of September 24, 2020, as amended by that certain Omnibus Amendment No. 9, dated as of July 30, 2021, as amended by that certain Omnibus Amendment No. 10, dated as of August 31, 2021, and as further amended, restated, supplemented or otherwise modified through the date hereof, the “Sale Agreement”).

NOW, THEREFORE, based upon the above Recitals, the mutual premises and agreements contained herein and other good and valuable consideration, the receipt and



sufficiency of which are hereby acknowledged, the undersigned, intending to be legally bound, hereby agree as follows:

SECTION 1. Definitions and Interpretation. Each capitalized term used but not defined herein has the meaning ascribed thereto in Appendix A to the RPA. The rules of interpretation set forth in Appendix A to the RPA are hereby incorporated, mutatis mutandis, as if fully set forth herein.
SECTION 2. Assignment and Reallocation.
(a) Each of the parties to this Amendment severally and for itself agrees that on and as of the date hereof, for good and valuable consideration, each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, hereby irrevocably sells, transfers, conveys and assigns, without recourse, representation or warranty, to each other Purchaser Agent, and such other Purchaser Agents, on behalf of such other Purchaser Agents’ Purchaser Group, hereby irrevocably purchases from each assigning Purchaser Agent and each assigning Purchaser Group, certain of the rights and obligations of each assigning Purchaser Agent and each assigning Purchaser Group under the RPA and each other Transaction Document in respect of (i) the Purchaser Group Investment of such assigning Purchaser Group and (ii) the Commitment of the Committed Purchasers for each such assigning Purchaser Group under the RPA such that, after giving effect to the foregoing assignment and delegation, (x) the Purchaser Group Investment of each Purchaser Group and (y) the Commitment of the Committed Purchaser for each Purchaser Group for the purposes of the RPA and each other Transaction Document shall be as set forth on Exhibit C of the RPA, as amended by this Amendment.
(b) Following the assignment in clause (a) above, on the date hereof, at the direction of the Administrative Agent, the Purchaser Agent of each Purchaser Group shall make and receive payments to and from the Administrative Agent so that, after giving effect thereto, the Total Committed Investment is held ratably by the Purchasers in accordance with the Ratable Share and the Total Uncommitted Investment is held ratably by the Purchasers in accordance with the Uncommitted Ratable Share (as defined in the RPA, as amended by this Amendment), in each case, of such Purchaser’s Purchaser Group, which, for the purposes of this Section 2, will be calculated in accordance with Exhibit C to the RPA, as amended by this Amendment.
SECTION 3. Amendments to the RPA. The Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrative Agent hereby agree that, effective as of the date hereof, the RPA is hereby amended in its entirety in the form of Exhibit A.
SECTION 4. RPA in Full Force and Effect as Amended. Except as specifically amended hereby, all provisions of the RPA shall remain in full force and effect. This Amendment shall not be deemed to expressly or impliedly waive, amend or supplement any provision of the RPA other than as expressly set forth herein and shall not constitute a novation of the RPA.

SECTION 5. Amendments to Subordinated Note Financing Documents.

(a) Each of the parties hereto hereby acknowledges and agrees that the notice and certifications made in clause (b) below satisfy the requirements under Section 5.1(u) of the Sale Agreement with respect to the Sub Note Financing Amendments (as defined below), including any notice requirements which shall be deemed satisfied or waived.
(b) Pursuant to Section 5.1(u) of the Sale Agreement, each Originator hereby notifies the Seller, the Administrative Agent and the Purchaser Agents that concurrently herewith
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MUFG, CHS and CHS Capital intend to enter into an amendment (the “Sub Note Financing Amendment”) to the Master Framework Agreement, dated as of September 4, 2018 (as amended by Amendment No. 1, dated as of July 23, 2019, Amendment No. 2, dated as of September 6, 2019, Amendment No. 3, dated as of June 26, 2020, Amendment No. 4, dated as of September 24, 2020 and Amendment No. 5, dated as of August 31, 2021), by and among MUFG, as a buyer and buyer agent, the other buyers from time to time party thereto, CHS, as a seller and seller agent, and CHS Capital, as a seller. A copy of the Sub Note Financing Amendment is attached hereto as Exhibit B. In addition, each Originator hereby represents and warrants that the Sub Note Financing Amendment could not reasonably be expected to have a material adverse effect on (i) the ability of any Originator or the Seller to perform its obligations under the Sale Agreement or any other Transaction Document, (ii) the validity or enforceability against any Originator of any Transaction Document, (iii) the value, validity, enforceability or collectability of the Assets and the Related Security (each as defined in the Sale Agreement) with respect thereto or, in each case, any material portion thereof, (iv) the status, existence, perfection, priority, enforceability or other rights and remedies of the Seller or the Administrative Agent under the Transaction Documents or associated with its respective interest in the Assets and Related Security (each as defined in the Sale Agreement) with respect thereto or (v) the business, assets, liabilities, property, operations or financial condition of any Originator.
SECTION 6. Representations and Warranties. Each of the Seller and the Servicer hereby represent and warrant to the Administrative Agent and the Purchasers, as of the date of this Amendment, as follows:

(a) this Amendment has been duly executed and delivered by it;

(b) this Amendment constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as limited by bankruptcy, insolvency, moratorium, fraudulent conveyance or other laws relating to the enforcement of creditors’ rights generally and general principles of equity (regardless of whether enforcement is sought at equity or law);

(c) no authorization or approval or other action by, and no notice to, license from or filing with, any Governmental Authority is required for the due execution, delivery and performance of this Amendment;

(d) the execution, delivery and performance by it of this Amendment (i) is within its limited liability company or corporate powers, (ii) has been duly authorized by all necessary limited liability company or corporate action, and (iii) does not contravene, violate or breach (1) its organizational documents or (2) any Applicable Law; and

(e) immediately after giving effect to this Amendment, (i) each of the representations and warranties of the Seller, the Servicer and the Originators, as applicable, set forth in the Transaction Documents that are qualified as to materiality are true and correct, and each not so qualified are true and correct in all material respects (except to the extent such representations and warranties explicitly refer solely to an earlier date or period, in which case they shall be true and correct as of such earlier date or period), and (ii) no Event of Default, Unmatured Event of Default, Servicer Termination Event or Unmatured Servicer Termination Event has occurred and is continuing.

SECTION 7. Conditions to Effectiveness. This Amendment shall become effective as of the date hereof (the “Effective Date”) upon receipt by the Administrative Agent of:
(a) executed counterparts of this Amendment; duly executed and delivered by each party hereto;
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(b) executed counterparts of that certain Seventh Amended and Restated Fee Letter (the “Purchaser Fee Letter”), dated as of the Effective Date, among Seller, CHS, Administrative Agent and the Purchaser Agents; duly executed and delivered by each party thereto;
(c) a copy of the resolutions or unanimous written consent, as applicable, of the board of directors or board of managers, as the case may be, of Seller, Servicer and Performance Guarantor required to authorize the execution, delivery and performance by it of this Amendment and the transactions contemplated hereby, certified by its secretary or any other authorized person;
(d) a certificate issued by the Secretary of State of the applicable state or organization as to the legal existence and good standing of Seller, Servicer and Performance Guarantor;
(e) a certificate of the Secretary or Assistant Secretary of each of Seller, Servicer and Performance Guarantor certifying attached copies of the organizational documents of such Person and all documents evidencing necessary limited liability company or corporate action (as the case may be) to be taken by and governmental approvals, if any, to be obtained by such Person with respect to this Amendment and the names and true signatures of the incumbent officers of such Person authorized to sign this Amendment or any of the other Transaction Documents, as applicable, and any other documents to be delivered by it hereunder or thereunder or in connection herewith or therewith;
(f) favorable opinions of legal counsel to Seller, Servicer and Performance Guarantor, including legal opinions as to general organizational matters, enforceability and no conflicts with laws; and
(g) each of the Purchasers and the Administrative Agent shall have received all fees payable as of the Effective Date, as applicable, pursuant to the (i) Purchaser Fee Letter and (ii) the other Transaction Documents.
SECTION 8. Ratification of Performance Guaranty. After giving effect to this Amendment and the transactions contemplated hereby, all of the provisions of the Performance Guaranty shall remain in full force and effect and the Performance Guarantor hereby ratifies and affirms the Performance Guaranty and acknowledges that the Performance Guaranty has continued and shall continue in full force and effect in accordance with its terms.

SECTION 9. Miscellaneous.

(a) This Amendment may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.  Delivery of an executed counterpart hereof by facsimile, by electronic mail attachment in portable document format (.pdf) or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of an originally executed counterpart. The words “execution”, “signed”, “signature”, and words of like import in this Amendment shall be deemed to include an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and
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as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

(b) Any provisions of this Amendment which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

(c) THIS AMENDMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT WITHOUT REGARD TO ANY OTHER CONFLICTS OF LAW PROVISIONS THEREOF), EXCEPT TO THE EXTENT THAT THE PERFECTION, THE EFFECT OF PERFECTION OR PRIORITY OF THE INTERESTS OF THE ADMINISTRATIVE AGENT OR ANY PURCHASER IN THE POOL ASSETS OR RELATED ASSETS IS GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK.

(d) Headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof.

(e) Section 13.7 of the RPA is hereby incorporated, mutatis mutandis, as if fully set forth herein.

(f) This Amendment is a Transaction Document and all references to a “Transaction Document” in the RPA and the other Transaction Documents (including, without limitation, all such references in the representations and warranties in the RPA and the other Transaction Documents) shall be deemed to include this Amendment.

(g) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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5



IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first written above.

COFINA FUNDING, LLC, as Seller


By:________________________________
Name:
Title:




CHS INC., as Servicer, an Originator and Performance Guarantor


By:________________________________
Name:
Title:



CHS CAPITAL, LLC, as an Originator


By:________________________________
Name:
Title:

749048603


MUFG BANK, LTD. F/K/A THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as Administrative Agent and as Purchaser Agent and Committed Purchaser for the MUFG Purchaser Group


By:________________________________
Name:
Title:




VICTORY RECEIVABLES CORPORATION, as Conduit Purchaser for the MUFG Purchaser Group


By:________________________________
Name:
Title:


749048603



COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Purchaser Agent for the Rabobank Purchaser Group
By:    
Name:
Title:

By:    
Name:
Title:


COÖPERATIEVE RABOBANK U.A., as Committed Purchaser for the Rabobank Purchaser Group
By:    
Name:
Title:

By:    
Name:
Title:

NIEUW AMSTERDAM RECEIVABLES CORPORATION B.V., as Conduit Purchaser for the Rabobank Purchaser Group
By:    
Name:
Title:

By:    
Name:
Title:



749048603



PNC BANK, NATIONAL ASSOCIATION, as Purchaser Agent and Committed Purchaser for the PNC Purchaser Group
By:    
Name:
Title:



749048603



SANTANDER BANK, NATIONAL ASSOCIATION, as Purchaser Agent and Committed Purchaser for the Santander Purchaser Group
By:    
Name:
Title:







749048603



Solely with respect to Section 8:

CHS INC., as Performance Guarantor


By:________________________________
Name:
Title:
749048603





EXHIBIT A

[Attached.]




749048603



EXHIBIT B

[Attached.]

AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
Dated as of July 18, 2017
and
as amended by the First Amendment to Amended and Restated Receivables Purchase Agreement dated as of June 28, 2018, the Second Amendment to Amended and Restated Receivables Purchase Agreement dated as of August 20, 2018, the Omnibus Amendment No. 3, dated as of September 4, 2018, the Fourth Amendment and Limited Waiver to Amended and Restated Receivables Purchase Agreement, dated as of September 21, 2018, the Omnibus Amendment No. 5, dated as of June 27, 2019, the Omnibus Amendment No. 6, dated as of May 1, 2020, the Omnibus Amendment No. 7, dated as of June 26, 2020, the Omnibus Amendment No. 8, dated as of September 24, 2020, the Omnibus Amendment No. 9, dated as of July 30, 2021, the Omnibus Amendment No. 10, dated as of August 31, 2021, and the Eleventh Amendment to Amended and Restated Receivables Purchase Agreement, dated as of August 30, 2022.
among
CHS INC.,
individually and as Servicer,
COFINA FUNDING, LLC,
as Seller,
THE VARIOUS CONDUIT PURCHASERS, COMMITTED PURCHASERS, AND PURCHASER AGENTS FROM TIME TO TIME PARTY HERETO,
and
MUFG BANK, LTD. (F/K/A THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.),
as Administrative Agent

749048603


TABLE OF CONTENTS

Page

ARTICLE I    PURCHASES AND REINVESTMENTS    2
SECTION 1.1    Purchases; Limits on Purchasers’ Obligations    2
SECTION 1.2    Purchase Procedures; Assignment of Seller’s Interests    3
SECTION 1.3    Reinvestments of Certain Collections; Payment of Remaining Collections; Asset Interest    8
ARTICLE II    COMPUTATIONAL RULES    11
SECTION 2.1    Selection of Rate Tranches    11
SECTION 2.2    Computation of each Purchaser Group Investment and each Purchaser’s Tranche Investment    12
SECTION 2.3    Computation of Account Debtor Concentration Limit, Account Debtor Concentration Overage Amount, Concentration Overage Amount (Loans) and Unpaid Balance    12
SECTION 2.4    Computation of Yield    12
SECTION 2.5    Estimates of Yield Rate, Fees, Etc    13
SECTION 2.6    Rates    13
ARTICLE III    SETTLEMENTS    14
SECTION 3.1    Settlement Procedures    14
SECTION 3.2    Deemed Collections; Event of Repurchase; Reduction of Total Investment, Etc    18
SECTION 3.3    Payments and Computations, Etc    20
SECTION 3.4    Treatment of Collections and Deemed Collections    24
SECTION 3.5    Erroneous Payments    24
ARTICLE IV    FEES AND YIELD PROTECTION    27
SECTION 4.1    Fees    27
SECTION 4.2    Yield Protection    27
SECTION 4.3    Funding Losses    29
SECTION 4.4    Benchmark Replacement Setting    30
SECTION 4.5    Illegality    32
SECTION 4.6    Inability to Determine Rates    32
ARTICLE V    CONDITIONS PRECEDENT    33
SECTION 5.1    Closing Date    33
SECTION 5.2    Effective Date    33
SECTION 5.3    Conditions Precedent to All Purchases and Reinvestments    34
ARTICLE VI    REPRESENTATIONS AND WARRANTIES    35
SECTION 6.1    Representations and Warranties of Seller    35
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TABLE OF CONTENTS
(continued)
Page

SECTION 6.2    Representations and Warranties of CHS    40
ARTICLE VII    GENERAL COVENANTS OF SELLER AND SERVICER    44
SECTION 7.1    Covenants of Seller    44
SECTION 7.2    Covenants of CHS    52
SECTION 7.3    Full Recourse    58
SECTION 7.4    Corporate Separateness; Related Matters and Covenants    58
ARTICLE VIII    ADMINISTRATION AND COLLECTION    62
SECTION 8.1    Designation of Servicer    62
SECTION 8.2    Duties of Servicer    62
SECTION 8.3    Rights of Administrative Agent    64
SECTION 8.4    Responsibilities of Servicer    65
SECTION 8.5    Further Action Evidencing Purchases and Reinvestments    66
SECTION 8.6    Application of Collections    66
SECTION 8.7    Funds and Documents to be held in Trust    66
ARTICLE IX    SECURITY INTEREST    66
SECTION 9.1    Grant of Security Interest    66
SECTION 9.2    Further Assurances    67
SECTION 9.3    Remedies; Waiver    67
ARTICLE X    EVENTS OF DEFAULT    68
SECTION 10.1    Events of Default    68
SECTION 10.2    Remedies    71
ARTICLE XI    PURCHASER AGENTS; ADMINISTRATIVE AGENT; CERTAIN RELATED MATTERS    74
SECTION 11.1    Authorization and Action of Program Administrator    74
SECTION 11.2    Limited Liability of Purchasers, Purchaser Agents and Administrative Agent    74
SECTION 11.3    Authorization and Action of each Purchaser Agent    75
SECTION 11.4    Authorization and Action of Administrative Agent    75
SECTION 11.5    Delegation of Duties of each Purchaser Agent    76
SECTION 11.6    Delegation of Duties of Administrative Agent    76
SECTION 11.7    Successor Agent    76
SECTION 11.8    Indemnification    76
SECTION 11.9    Reliance, etc    76
SECTION 11.10    Purchasers and Affiliates    77
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TABLE OF CONTENTS
(continued)
Page

SECTION 11.11    Sharing of Recoveries    77
SECTION 11.12    Non-Reliance on Administrative Agent, Purchaser Agents and Other Purchasers    77
ARTICLE XII    INDEMNIFICATION    78
SECTION 12.1    Indemnities by Seller    78
SECTION 12.2    Indemnity by Servicer    81
ARTICLE XIII    MISCELLANEOUS    82
SECTION 13.1    Amendments, Etc    82
SECTION 13.2    Notices, Etc    83
SECTION 13.3    Successors and Assigns; Participations; Assignments    83
SECTION 13.4    No Waiver; Remedies    85
SECTION 13.5    Binding Effect; Survival    86
SECTION 13.6    Costs, Expenses and Taxes    86
SECTION 13.7    No Proceedings    87
SECTION 13.8    Confidentiality    87
SECTION 13.9    Captions and Cross References    89
SECTION 13.10    Integration    89
SECTION 13.11    Governing Law    89
SECTION 13.12    Waiver of Jury Trial    89
SECTION 13.13    Consent to Jurisdiction; Waiver of Immunities    90
SECTION 13.14    Execution in Counterparts    90
SECTION 13.15    No Recourse Against Other Parties    90
SECTION 13.16    Pledge to a Federal Reserve Bank    90
SECTION 13.17    Pledge to a Collateral Trustee    91
SECTION 13.18    Severability    91
SECTION 13.19    No Party Deemed Drafter    91
SECTION 13.20    PATRIOT Act    91
SECTION 13.21    Acknowledgement and Consent to Bail-In if Affected Financial Institutions    91
SECTION 13.22    Amendment and Restatement    92
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APPENDIX A    Definitions

SCHEDULE I    Payment Instructions
SCHEDULE 13.2    Addresses for Notices

EXHIBIT A    Credit and Collection Policy
EXHIBIT B    Collection Accounts; Lockboxes; Originator Specified Accounts;     Concentration Account
EXHIBIT C    Purchaser Groups
EXHIBIT D    Form of Loan Documents
EXHIBIT E    Form of Notice of Purchase
EXHIBIT F    Form of Notice of Payment
EXHIBIT G    Form of Purchase Request
EXHIBIT 3.1(a)    Form of Information Package

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AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
This AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of July 18, 2017, as amended by the First Amendment to Amended and Restated Receivables Purchase Agreement, dated as of June 28, 2018, the Second Amendment to Amended and Restated Receivables Purchase Agreement, dated as of August 20, 2018, the Omnibus Amendment No. 3, dated as of September 4, 2018, the Fourth Amendment and Limited Waiver to Amended and Restated Receivables Purchase Agreement, dated as of September 21, 2018, the Omnibus Amendment No. 5, dated as of June 27, 2019, the Omnibus Amendment No. 6, dated as of May 1, 2020, the Omnibus Amendment No. 7, dated as of June 26, 2020, and the Omnibus Amendment No. 8, dated as of September 24, 2020, the Omnibus Amendment No. 9, dated as of July 30, 2021, the Omnibus Amendment No. 10, dated as of August 31, 2021, and the Eleventh Amendment to Amended and Restated Receivables Purchase Agreement, dated as of August 30, 2022 (this “Agreement”), is among CHS INC., a Minnesota corporation (“CHS”), individually and as initial Servicer, COFINA FUNDING, LLC, a Delaware limited liability company (“Seller”), the various CONDUIT PURCHASERS, COMMITTED PURCHASERS and PURCHASER AGENTS from time to time party hereto, and MUFG BANK, LTD. (F/K/A THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.) (“MUFG”), as administrative agent on behalf of the Affected Parties (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”).
B A C K G R O U N D:
1.    Originators have, and expect to have, Receivables and Loans which Originators intend to absolutely and irrevocably sell or contribute, as applicable, to Seller pursuant to the Sale Agreement.
2.    Seller is a special purpose, bankruptcy-remote, limited liability company and indirect wholly-owned subsidiary of CHS.
3.    Seller, in turn, intends to sell to Administrative Agent, on behalf of Purchasers, all of its right, title and interest in, to and under the Pool Assets and certain other related assets and proceeds of the foregoing which Seller is acquiring from Originators.
4.    Seller has requested that Administrative Agent on behalf of Purchasers, and Administrative Agent on behalf of Purchasers has agreed, subject to the terms and conditions contained in this Agreement, to purchase such Pool Assets and certain other related assets, referred to herein as the Asset Interest, from Seller from time to time during the term of this Agreement.
5.    Seller, Purchasers, Purchaser Agents and Administrative Agent also desire that, subject to the terms and conditions of this Agreement, certain of the daily Collections in respect of the Asset Interest be reinvested in Pool Assets, which Reinvestment shall constitute part of the Asset Interest.
6.    Seller, Purchasers, Purchaser Agents and Administrative Agent also desire that, pursuant to the terms hereof, CHS be appointed, and act, as the initial Servicer of the Pool Assets.
7.    Seller, Purchasers, Purchaser Agents and Administrative Agent also desire that Performance Guarantor guarantee the obligations of the Originators and Servicer under the Transaction Documents in accordance with the terms of the Performance Guaranty.
8.    MUFG has been requested, and is willing, to act as Administrative Agent.
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9.    Each of the Purchaser Agents has been requested by the Purchasers in its Purchaser Group, and is willing, to act as Purchaser Agent for such Purchasers.
10.    The parties hereto are party to that certain Receivables Financing Agreement, dated as of July 22, 2016, as amended (the “Original Agreement”) and, subject to Section 13.22, wish to amend and restate the Original Agreement in its entirety in the form set out herein.
NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, the parties hereto agree as follows:
Capitalized terms used and not otherwise defined in this Agreement are used as defined in (or by reference in) Appendix A, and the other interpretive provisions set out in Appendix A shall be applied in the interpretation of this Agreement.
ARTICLE I

PURCHASES AND REINVESTMENTS
SECTION 1.1 Purchases; Limits on Purchasers’ Obligations.
(a)    Upon the terms and subject to the conditions of this Agreement, from time to time prior to the Purchase Termination Date, Seller may request that Administrative Agent, on behalf of (x) the Conduit Purchasers or, if any Conduit Purchaser is unable or unwilling to make a purchase, the related Committed Purchaser in such Conduit Purchaser’s Purchaser Group, and/or (y) the Committed Purchasers if such Committed Purchaser’s Purchaser Group does not have a Conduit Purchaser, purchase from Seller the Pool Assets and Related Assets from time to time and Administrative Agent, on behalf of such Purchasers, shall make such purchase (each such purchase, a “Committed Purchase”) subject to the terms and conditions of this Agreement in an amount (the “Committed Purchase Price”) equal in each instance to the lesser of: (i) the amount requested by Seller under Section 1.2(a)(i), and (ii) the largest amount that will not cause (a) with respect to any Purchaser Group, such Purchaser Group’s Purchaser Group Committed Investment to exceed such Purchaser Group’s Purchaser Group Commitment, (b) the aggregate Total Committed Investment to exceed the Purchasers’ Total Commitment, or (c) the Total Investment to exceed the sum of the Receivables Investment Base and the Loan Investment Base at such time; provided, however, that if any requested Conduit Purchaser is unwilling or unable for any reason to make such Committed Purchase, Seller shall be deemed to have requested that the related Committed Purchaser in such Conduit Purchaser’s Purchaser Group make such Committed Purchase subject to the limitations set forth in the foregoing clause (ii). Each Committed Purchase made pursuant to this Section 1.1(a) shall be in an amount at least equal to $5,000,000 and, in each case, in integral multiples of $100,000 in excess thereof. Each Committed Purchaser hereby agrees, on the terms and subject to the conditions hereof, to make Committed Purchases deemed to be so requested by Seller under this Section 1.1(a) if the Conduit Purchaser in such Committed Purchaser’s Purchaser Group, if any, is unable or unwilling to make such Committed Purchase, or if such Committed Purchaser’s Purchaser Group does not have a Conduit Purchaser, so long as after giving effect to such Committed Purchase (and any other Purchase to be made on such date) (i) the aggregate Total Committed Investment would not exceed the Purchasers’ Total Commitment, (ii) the Purchaser Group’s Purchaser Group Committed Investment would not exceed such Purchaser Group’s Purchaser Group Commitment, and (iii) the aggregate Total Investment would not exceed the sum of the Receivables Investment Base and the Loan Investment Base at such time. At no time shall a Conduit Purchaser that is not a Committed Purchaser have any obligation or commitment to make any Purchase.
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(b)    Solely to the extent that each Purchaser Group’s Purchaser Group Committed Investment is greater than or equal to each such Purchaser Group’s Purchaser Group Commitment and upon the terms and subject to the conditions of this Agreement, from time to time prior to the Purchase Termination Date, Seller may request that Administrative Agent, on behalf of the Purchasers, purchase on an uncommitted basis from Seller the Pool Assets and Related Assets from time to time, and Administrative Agent, on behalf of each Purchaser that has expressly agreed, in its sole and absolute discretion, to make such purchase, shall make such Purchase (each such purchase, an “Uncommitted Purchase”) and subject to the terms and conditions of this Agreement in an amount (the “Uncommitted Purchase Price”) equal in each instance to the lesser of: (i) the amount requested by Seller under Section 1.2(a)(ii), and (ii) the largest amount that will not cause (a) with respect to any Purchaser Group, such Purchaser Group’s Purchaser Group Uncommitted Investment to exceed such Purchaser Group’s Uncommitted Amount, (b) the aggregate Total Uncommitted Investment to exceed the Purchasers’ Total Uncommitted Amount, or (c) the Total Investment to exceed the sum of the Receivables Investment Base and the Loan Investment Base at such time. Each Uncommitted Purchase, if any, made pursuant to this Section 1.1(b) shall be in an amount at least equal to $5,000,000 and, in each case, in integral multiples of $100,000 in excess thereof. At no time shall any Purchaser have any obligation or commitment to make any Uncommitted Purchase and any Uncommitted Purchase (including the amount such Purchaser is required to fund in connection therewith) shall be at the sole and absolute discretion of each Purchaser.
SECTION 1.2 Purchase Procedures; Assignment of Seller’s Interests.
(a)    Notice of Purchases and Purchase Requests. Except as set forth in Section 1.3, each Committed Purchase shall be made pursuant to a Notice of Purchase in accordance with clause (i) below and each Uncommitted Purchase, if any, shall be made pursuant to a Purchase Request in accordance with clause (ii) below; provided, however, that Seller shall not request, and the Purchasers shall not be required to fund, more than six (6) Purchases per calendar month (for the avoidance of doubt, this shall not, however, restrain the making of Reinvestments of Collections in accordance with the terms and conditions of this Agreement in any calendar month).
(i)    With respect to any Committed Purchase, Seller shall deliver a Notice of Purchase to Administrative Agent and each Purchaser Agent not later than 11:00 a.m. (New York City time) on the second (2nd) Business Day preceding the date of such proposed Committed Purchase. Each Notice of Purchase shall specify (A) the desired Committed Purchase Price and date of such proposed Committed Purchase (each such date, a “Requested Committed Purchase Date”) (which shall be a Business Day), (B) the amount of such proposed Committed Purchase to be allocated to each Purchaser Group in accordance with each Purchaser Group’s Ratable Share, and (C) a pro forma calculation of the Asset Interest after giving effect to such Committed Purchase and any other Purchase proposed to be made on such day. If any Conduit Purchaser is willing and able, in its sole discretion, to make its Ratable Share of a Committed Purchase requested of it pursuant to this Section 1.2(a)(i) subject to the terms and conditions hereof, such Conduit Purchaser shall make such Committed Purchase by transferring such amount in accordance with clause (b) below on the applicable Requested Committed Purchase Date. If any Conduit Purchaser is unwilling or unable for any reason to make its Ratable Share of such Committed Purchase, subject to the terms and conditions hereof, the Committed Purchaser in such Conduit Purchaser’s Purchaser Group, subject to the terms and conditions hereof, shall make its Ratable Share of such Committed Purchase by
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transferring such amount in accordance with clause (b) below on the applicable Requested Committed Purchase Date.
(ii)    With respect to any Uncommitted Purchase, Seller shall deliver a Purchase Request to Administrative Agent and each Purchaser Agent not later than 11:00 a.m. (New York City time) on the fifteenth (15th) Business Day preceding the date of such proposed Uncommitted Purchase. Each Purchase Request shall specify (A) the desired Uncommitted Purchase Price and date of such proposed Uncommitted Purchase (each such date, a “Requested Uncommitted Purchase Date”) (which shall be a Business Day), (B) the amount of such proposed Uncommitted Purchase to be initially allocated (unless otherwise agreed by each of the Purchaser Agents in writing) to each Purchaser Group in accordance with each Purchaser Group’s Uncommitted Ratable Share, and (C) a pro forma calculation of the Asset Interest after giving effect to such Uncommitted Purchase and any other Purchase proposed to be made on such day. Each Purchaser Agent shall promptly forward each Purchase Request received by it to the Purchasers in its Purchaser Group. Each Purchaser Agent shall notify Seller and Administrative Agent in writing no later than 11:00 a.m. (New York City time) three (3) Business Days prior to the related Requested Uncommitted Purchase Date whether or not any Purchasers in its Purchaser Group have determined, in their sole and absolute discretion, to make the requested Uncommitted Purchase pursuant to the related Purchase Request and subject to the conditions set forth in this Agreement (each such written acceptance of the related Purchase Request with respect to any Purchaser Group pursuant to this clause (ii), a “Purchase Acceptance”); provided, however, that the failure of any Purchaser Agent to so notify Seller and Administrative Agent, by 11:00 a.m. (New York City time) three (3) Business Days prior to the related Requested Uncommitted Purchase Date, of the determination of the Purchasers in its Purchaser Group, shall be deemed a rejection by the Purchasers in such Purchaser Group to make such requested Uncommitted Purchase.
(A)    In the event that one or more Purchaser Groups reject (or is deemed to have rejected) any requested Uncommitted Purchase (any such Purchaser Group, solely with respect to the related Purchase Request, a “Rejecting Purchaser Group”), Seller may send a written request (each such request, a “Supplemental Purchase Request”) to the Administrative Agent and the Purchaser Agents for each of the Purchaser Groups that delivered a Purchase Acceptance (any such Purchaser Group, solely with respect to the related Purchase Request, an “Accepting Purchaser Group”), no later than 1:00 p.m. (New York City time) three (3) Business Days prior to the related Requested Uncommitted Purchase Date, requesting that each Accepting Purchaser Group makes an additional purchase on the related Requested Uncommitted Purchase Date in accordance with the Supplemental Purchase Request in an amount equal to such Accepting Purchaser Group’s Accepting Purchaser Group Percentage of the aggregate amount requested to be purchased by all Rejecting Purchaser Groups in the related Purchase Request, which Supplemental Purchase Request shall specify (i) the amount that each Accepting Purchaser Group has agreed, pursuant to the applicable Purchase Acceptance, to pay to Seller on the related Requested Uncommitted Purchase Date, (ii) each Accepting Purchaser Group’s Accepting Group Purchaser Percentage of the aggregate amount requested to be purchased by all Rejecting Groups in the applicable Purchase Request, (iii) the additional amount that Seller is requesting each Accepting Purchaser Group to pay to Seller, pursuant to
4
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the applicable Supplemental Purchase Request, on the related Requested Uncommitted Purchase Date and (iv) the aggregate amount that Seller is asking each Accepting Purchaser Group to pay to Seller on the related Requested Uncommitted Purchase Date. Each Purchaser Agent shall promptly forward each Supplemental Purchase Request received by it to the Purchasers in its Purchaser Group.
(B)    Each Purchaser Agent for an Accepting Purchaser Group shall notify Seller and Administrative Agent in writing no later than 11:00 a.m. (New York City time) one (1) Business Day prior to the related Requested Uncommitted Purchase Date whether or not any Purchasers in its Accepting Purchaser Group have determined, in their sole and absolute discretion, to make the requested Uncommitted Purchase pursuant to the Supplemental Purchase Request and subject to the conditions set forth in this Agreement (each such written acceptance of a Supplemental Purchase Request with respect to any Accepting Purchaser Group, a “Supplemental Purchase Acceptance”); provided, however, that the failure of any Purchaser Agent to so notify Seller and Administrative Agent, by 11:00 a.m. (New York City time) one (1) Business Day prior to the related Requested Uncommitted Purchase Date, of the determination of the Purchasers in its Accepting Purchaser Group, shall be deemed a rejection by the Purchasers in such Accepting Purchaser Group to make such requested Uncommitted Purchase set forth in such Supplemental Purchase Request.
(C)    If any Purchaser agrees to fund the related Purchase Request or Supplemental Purchase Request pursuant to this Section 1.2(a)(ii) subject to the terms and conditions hereof, such Purchaser shall make such Uncommitted Purchase by transferring such amount in accordance with clause (b) below on the related Requested Uncommitted Purchase Date.
(D)    Notwithstanding the foregoing, Seller shall not request any Purchaser Group to make any Uncommitted Purchase under this Section 1.2(a)(ii) pursuant to a Purchase Request, Supplemental Purchase Request or otherwise that would cause such Purchaser Group’s Purchaser Group Uncommitted Investment to exceed such Purchaser Group’s Uncommitted Amount.
(E)    No Purchaser in any Purchaser Group shall (x) be obligated to make any Uncommitted Purchase, (y) be obligated to make any commitment with respect to any Uncommitted Purchase or (z) be responsible for the failure of any other Purchaser or Purchaser Group to make funds available in connection with any Uncommitted Purchase.
(b)    Payment of Purchase Price. On the date of each Purchase hereunder, the applicable Purchasers, or the related Purchaser Agent, shall, upon satisfaction of the applicable conditions set forth herein (including in Article V), make available to the Seller (i) with respect to Committed Purchases, their Ratable Share, and (ii) with respect to Uncommitted Purchases, their respective portion, of the aggregate Purchase Price with respect to such Purchase in immediately available funds at the following account:
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Holder Name:     COFINA FUNDING, LLC
Bank Name:     BMO Harris Bank, N.A.
Address:    320 E. Lake St., Minneapolis, MN 55408
Account Number:     XXXXXXX
ABA Number:    XXXXXXXXX
Reference:    Cofina Funding Securitization Program
    (Attn: Brent Dickson)
or such other account as designated from time to time by Seller in a written notice to Administrative Agent and each Purchaser Agent.
(c)    Sale and Assignment of Asset Interest. Seller hereby absolutely and irrevocably sells, assigns and transfers to Administrative Agent (on behalf of Purchasers) (ratably, according to each Purchaser Group’s Purchaser Group Investment), upon the payment of the aggregate Purchase Price, effective on and as of the date of each Purchase and Reinvestment hereunder, all of its right, title and interest in, to and under all Pool Assets and Related Assets and all proceeds of any of the foregoing, whether currently owned or existing or thereafter arising, acquired or originated, or in which Seller now or hereafter has any rights, and wherever so located (the assets so assigned to include not only the Pool Assets and Related Assets existing as of the date of such Purchase but also all future Pool Assets and the Related Assets acquired by Seller from time to time as provided in Section 1.3). Administrative Agent’s (on behalf of the Purchasers) right, title and interest in, to and under all such assets is herein called the “Asset Interest”.
On any date the Asset Interest will represent Purchasers’ ownership interest in all then outstanding Pool Assets and all Related Assets with respect thereto (including all Collections and other proceeds thereof as described in this Section 1.2(c)), as at such date. On any date, the Asset Interest will be equal to a percentage, expressed as the following fraction:
TI + RR
NPB
where:
TI=Total Investment;
RR=the Required Reserves; and
NPB=the Net Pool Balance;

in each case as of that date; provided, that the Asset Interest will remain constant at 100% of the Net Pool Balance at all times on and after the Purchase Termination Date until the Final Payout Date. Administrative Agent’s right, title and interest in and to such assets, for the benefit of the Purchasers, is herein called the “Asset Interest”.
(d)    Characterization as a Purchase and Sale; Recharacterization. It is the intention of the parties to this Agreement that the conveyance of Seller’s right, title and interest in, to and under the Asset Interest to Administrative Agent (on behalf of Purchasers) pursuant to this Agreement shall not constitute a purchase and sale and shall instead constitute a pledge and financing, and such purchase and sale of the Asset Interest to Administrative Agent (on behalf of Purchasers) hereunder shall be treated as a
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financing for all purposes including, U.S. federal, state and local income and franchise tax and accounting purposes. The provisions of this Agreement and all related Transaction Documents shall be construed to further these intentions of the parties. Accordingly, the Seller hereby grants to Administrative Agent (on behalf of the Affected Parties) a security interest to secure Seller’s Obligations hereunder in the Asset Interest as provided in Section 9.1. Each of the parties hereto hereby acknowledges and intends that no Purchase hereunder shall constitute, or be deemed to constitute, a Security under U.S. securities laws or within the meaning of the UCC. The provisions of this Agreement and all related Transaction Documents shall be construed to further these intentions of the parties hereto.
(e)    Tax Treatment. It is the intention of the parties to this Agreement that for U.S. federal, state and local income and franchise tax purposes, each Purchase will be treated as a loan from the applicable Purchaser to Seller (it being understood that all payments to the Purchasers, in their capacity as such, representing Yield, fees and other amounts accrued under this Agreement or the other Transaction Documents shall be deemed to constitute interest payments).
(f)    Purchasers’ Limitation on Payments. Notwithstanding any provision contained in this Agreement or any other Transaction Document to the contrary, none of the Purchasers, Purchaser Agents or Administrative Agent shall, and none of them shall be obligated (whether on behalf of a Purchaser or otherwise) to, pay any amount to Seller as a Reinvestment under Section 1.3, except to the extent that Collections are available for distribution to Seller for such purpose in accordance with this Agreement. In addition, notwithstanding anything to the contrary contained in this Agreement or any other Transaction Document, the obligations of any Conduit Purchaser under this Agreement and all other Transaction Documents shall be payable by such Conduit Purchaser solely to the extent of funds received from Seller in accordance herewith or from any party to any Transaction Document in accordance with the terms thereof in excess of funds necessary to pay such Person’s matured and maturing Commercial Paper Notes or other senior indebtedness when due. Any amount which Administrative Agent, a Purchaser Agent or a Purchaser is not obligated to pay pursuant to the operation of the two preceding sentences shall not constitute a claim (as defined in § 101 of the Bankruptcy Code) against, or corporate obligation of, any Purchaser Agent, any Purchaser or Administrative Agent, as applicable, for any such insufficiency unless and until such amount becomes available for distribution to Seller pursuant to the terms hereof.
(g)    Obligations Not Assumed. The foregoing sale, assignment and transfer does not constitute, and is not intended to result in, the creation or an assumption by Administrative Agent, any Purchaser Agent, any Purchaser or any other Affected Party of any obligation or liability of the Seller, any Originator, the Servicer or any other Person under or in connection with all, or any portion of, the Asset Interest (including the Pool Assets and Related Assets), all of which shall remain the obligations and liabilities of the Seller, the Originators, the Servicer and such other Persons, as applicable.
(h)    Obligations. Each Committed Purchaser’s obligations hereunder shall be several, such that the failure of any Committed Purchaser to make a payment in connection with any Purchase hereunder shall not relieve any other Committed Purchaser of its obligations hereunder to make payment for any Purchase.
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SECTION 1.3 Reinvestments of Certain Collections; Payment of Remaining Collections; Asset Interest.
(a)    On the close of business on each Business Day during the period from the Effective Date to the Final Payout Date, Servicer shall, on behalf of Administrative Agent (for the benefit of the Affected Parties), out of all Collections from Pool Assets received since the end of the immediately preceding Business Day:
(i)    set aside and hold in trust for Administrative Agent on behalf of the Affected Parties, an amount (based on information provided by Administrative Agent pursuant to Article II) equal to the sum of (a) the estimated amount of Yield accrued in respect of each Rate Tranche, (b) all other amounts due to Administrative Agent, Purchaser Agents, Purchasers or any other Affected Party hereunder (including Deemed Collections, Repurchase Payments and costs and expenses described in Section 13.6), (c) all Custodian fees and expenses due to the Custodian under the Custodian Agreement, (d) the Servicing Fee (in each case, accrued through such day and not so previously set aside or anticipated to accrue through the end of the then current Settlement Period, as determined by Servicer based upon, among other relevant information, the then outstanding Total Investment and the Yield Rates then in effect) and (e) any other obligations of Seller hereunder and under the other Transaction Documents accrued through such day and not previously set aside, or then due and owing or otherwise outstanding (other than any portion of the Total Investment that is not otherwise payable on the following Settlement Date); and
(ii)    subject to Sections 3.1(c)(iv) and 3.2(c), set aside such Collections as are not required to be set aside and held in trust pursuant to clause (i) above (including any such Collections not set aside but commingled), for Seller to pay to the Originators for additional Pool Assets and Related Assets with respect to such Pool Assets (each such purchase being a “Reinvestment”); provided, that, (A) if (I) the Total Investment would exceed the sum of the Receivables Investment Base and the Loan Investment Base, (II) any Purchaser Group’s Purchaser Group Committed Investment would exceed such Purchaser Group’s Purchaser Group Commitment, (III) any Purchaser Group’s Purchaser Group Uncommitted Investment would exceed such Purchaser Group’s Uncommitted Amount, (IV) the Total Committed Investment would exceed the Purchasers’ Total Commitment, or (V) the Total Uncommitted Investment would exceed the Purchasers’ Total Uncommitted Amount (in each case, at such time and after giving effect to such Reinvestment), then Servicer (for the benefit of the Purchasers) shall only make Reinvestments after first setting aside and holding in trust for the benefit of Administrative Agent on behalf of the Affected Parties in accordance with Section 3.4, a portion of such Collections which, together with other Collections previously set aside for such purpose and then so held, shall equal the amount necessary to reduce (i) the Total Committed Investment to an amount equal to or less than the Purchasers’ Total Commitment, (ii) the Total Uncommitted Investment to an amount equal to or less than the Purchasers’ Total Uncommitted Amount, (iii) each Purchaser Group’s Purchaser Group Committed Investment to an amount equal to or less than such Purchaser Group’s Purchaser Group Commitment, (iv) each Purchaser Group’s Purchaser Group Uncommitted Investment to an amount equal to or less than such Purchaser Group’s Uncommitted Amount and (v) the Total Investment to an amount equal to or less than the sum of the Receivables Investment Base and the Loan Investment Base, in each case, at such time (any remaining Collections after giving effect to this proviso shall then be applied as described above in this Section 1.3(a)(ii)); and (B)
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if the conditions precedent to Reinvestment in clause (a), (b) or (d) of Section 5.3 are not satisfied or no Reinvestments are to be made in accordance with Section 3.2(c), then Servicer shall not apply any of such remaining Collections to a Reinvestment.
(b)    Unreinvested Collections. Subject to Sections 1.3(a)(ii) and 3.1(c)(iv), Servicer shall set aside and hold in trust for the benefit of Administrative Agent on behalf of the applicable Affected Parties, all Collections which, pursuant to clause (ii) of Section 1.3(a), may not be reinvested in the Pool Assets and Related Assets. If, prior to the date when such Collections are required to be paid to the applicable Purchaser Agents for the benefit of the applicable Affected Parties, pursuant to Section 1.3(c), the amount of Collections so set aside exceeds the amount, if any, necessary to reduce (i) the Total Committed Investment to an amount equal to or less than the Purchasers’ Total Commitment, (ii) the Total Uncommitted Investment to an amount equal to or less than the Purchasers’ Total Uncommitted Amount, (iii) each Purchaser Group’s Purchaser Group Committed Investment to an amount equal to or less than the related Purchaser Group Commitment, (iv) each Purchaser Group’s Purchaser Group Uncommitted Investment to an amount equal to or less than the related Purchaser Group’s Uncommitted Amount and (v) Total Investment to an amount equal to or less than the sum of the Receivables Investment Base and the Loan Investment Base (in each case, at such time), and the conditions precedent to Reinvestment set forth in clauses (a), (b) and (d) of Section 5.3 are satisfied and Reinvestments are permitted in accordance with Section 3.2(c), then Servicer shall apply such Collections (or, if less, a portion of such Collections equal to the amount of such excess) in accordance with Section 1.3(a)(ii) to the making of a Reinvestment.
(c)    Payment of Amounts Set Aside.
(i)    Servicer shall pay all amounts of Collections set aside and held in trust pursuant to clause (i) of Section 1.3(a) in respect of Yield on a Rate Tranche not funded by the issuance of Commercial Paper Notes (including under a Liquidity Agreement or an Enhancement Agreement) to the applicable Purchaser Agent on the last day of the then current Yield Period for such Rate Tranche based on information provided by such Purchaser Agent pursuant to Article II, or during the Liquidation Period or after the occurrence of an Event of Default that has not been waived in accordance with this Agreement, on such earlier date or dates as any such Purchaser Agent shall require on at least two (2) Business Days’ prior written notice to Servicer.
(ii)    Servicer shall pay all amounts of Collections set aside and held in trust pursuant to clause (i) of Section 1.3(a) above and not applied pursuant to clause (i) of this Section 1.3(c) to the applicable Purchaser Agent on the Settlement Date for each Settlement Period, as provided in Section 3.1, or during the Liquidation Period or after the occurrence of an Event of Default that has not been waived in accordance with this Agreement, on such earlier date or dates as any such Purchaser Agent shall require on at least two (2) Business Days’ prior written notice to Servicer.
(iii)    Servicer shall pay all amounts set aside and held in trust pursuant to Section 1.3(b) above (and not otherwise applied pursuant to the last sentence of such Section) to the applicable Purchaser Agent for the account of the Affected Parties (A) on the last day of the then current Yield Period for any Rate Tranche not funded by the issuance of Commercial Paper Notes in an amount not exceeding each Committed Purchaser’s Tranche Investment of such Rate Tranche
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(based on information provided by the applicable Purchaser Agent pursuant to Article II), and (B) on the Settlement Date for each Settlement Period, as provided in Section 3.1, in an amount not exceeding each Conduit Purchaser’s Tranche Investment of the Rate Tranche funded by Commercial Paper Notes (based on information provided by the applicable Purchaser Agent pursuant to Article II), or, in the case of clause (A) or clause (B) above, during the Liquidation Period or after the occurrence of an Event of Default that has not been waived in accordance with this Agreement, on such earlier date or dates as any Purchaser Agent shall require on at least two (2) Business Days’ prior written notice to Servicer.
(d)    Reduction of Total Investment. The Total Investment, any Purchaser Group’s Purchaser Group Committed Investment and any Purchaser Group’s Purchaser Group Uncommitted Investment, shall not be reduced by the amount of Collections set aside pursuant to this Section unless and until such Collections are actually received by the applicable Purchaser Agent for application hereunder to reduce the Total Investment, the applicable Purchaser Group’s Purchaser Group Committed Investment and the applicable Purchaser Group’s Purchaser Group Uncommitted Investment in accordance with the terms hereof.
ARTICLE II

COMPUTATIONAL RULES
SECTION 2.1 Selection of Rate Tranches. Subject to the requirements set forth in this Article II, each Purchaser Agent shall from time to time, only for purposes of computing Yield with respect to each Purchaser in its Purchaser Group, account for the Asset Interest in terms of one or more Rate Tranches, and the applicable Yield Rate may be different for each Rate Tranche. Each Purchaser Group’s Purchaser Group Investment shall be allocated to each Rate Tranche by the related Purchaser Agent to reflect the funding sources for each portion of the Asset Interest, so that:
(a)    there will be one or more Rate Tranches, selected by each Purchaser Agent, reflecting the portion, if any, of the Asset Interest funded or maintained by its related Committed Purchaser other than through the issuance of Commercial Paper Notes (including by outstanding Liquidity Advances or by funding under an Enhancement Agreement); and
(b)    there will be a Rate Tranche, selected by each Purchaser Agent, equal to the excess of such Purchaser Group’s aggregate Purchaser Group Investment over the aggregate amounts allocated at such time pursuant to clause (a) above, which Rate Tranche shall reflect the portion of the Asset Interest funded or maintained by Commercial Paper Notes.
SECTION 2.2 Computation of each Purchaser Group Investment and each Purchaser’s Tranche Investment. In making any determination of any Total Investment, any Purchaser Group’s Purchaser Group Investment and any Purchaser’s Tranche Investment, the following rules shall apply:
(a)    each Purchaser Group’s Purchaser Group Investment shall not be considered reduced by any allocation, setting aside or distribution of any portion of Collections unless such Collections shall have been actually received by the applicable Purchaser Agent in accordance with the terms hereof;
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(b)    each Purchaser Group’s Purchaser Group Investment (or any other amounts payable under any Transaction Document) shall not be considered reduced (or paid) by any distribution of any portion of Collections or other payments, as applicable, if at any time such distribution or payment is rescinded or must otherwise be returned for any reason; and
(c)    if there is any reduction in any Purchaser Group’s Purchaser Group Investment, there shall be a corresponding reduction (in the aggregate) in such Purchaser’s Tranche Investment with respect to one or more Rate Tranches selected by the related Purchaser Agent in its sole discretion (subject to Section 1.3(c)(iii)).
SECTION 2.3 Computation of Account Debtor Concentration Limit, Account Debtor Concentration Overage Amount, Concentration Overage Amount (Loans) and Unpaid Balance. In the case of any Account Debtor which is an Affiliate of any other Account Debtor, the Account Debtor Concentration Limit, the Account Debtor Concentration Overage Amount and the aggregate Unpaid Balance of Pool Receivables of such Account Debtors shall be calculated as if such Account Debtors were one Account Debtor. In the case of any Obligor which is an Affiliate of any other Obligor, the Concentration Overage Amount (Loans) and the aggregate Unpaid Balance of Pool Loans of such Obligors shall be calculated as if such Obligors were one Obligor.
SECTION 2.4 Computation of Yield. In making any determination of Yield, the following rules shall apply:
(a)    each Purchaser Agent shall determine the Yield accruing with respect to each Rate Tranche for the Purchasers in its Purchaser Group, based on the Yield Period therefor determined in accordance with Section 2.1 and the other terms hereof (or, in the case of the Rate Tranche funded by Commercial Paper Notes, each Settlement Period), in accordance with the definition of Yield;
(b)    no provision of this Agreement shall require the payment or permit the collection of Yield in excess of the maximum permitted by Applicable Law; and
(c)    Yield for any Rate Tranche shall not be considered paid by any distribution or other payment if at any time such distribution or payment is rescinded or must otherwise be returned for any reason.
SECTION 2.5 Estimates of Yield Rate, Fees, Etc.
(a)    It is understood and agreed that (a) the Yield Rate for any Rate Tranche may change from one applicable Yield Period or Settlement Period to the next, and the applicable Bank Rate, Base Rate or CP Rate used to calculate the applicable Yield Rate may, to the extent set forth in the definitions thereof contained in Appendix A, change from time to time and at any time during an applicable Yield Period or Settlement Period, (b) any rate information provided by any Purchaser Agent to Seller or Servicer shall be based upon such Purchaser Agent’s good faith estimate, (c) the amount of Yield actually accrued with respect to a Rate Tranche during any Yield Period (or, in the case of the Rate Tranche funded by Commercial Paper Notes, any Settlement Period) may exceed, or be less than, the amount set aside with respect thereto by Servicer, and (d) the amount of fees and amounts provided for in Section 4.3 payable to any Affected Party accrued hereunder with respect to any Settlement Period may exceed, or be less than, the amount set aside with respect thereto by Servicer. Failure to set aside any amount so accrued shall not relieve Servicer of its obligation to remit Collections to the applicable Purchaser
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Agent or otherwise to any other Person with respect to such accrued amount, as and to the extent provided in Section 3.1.
(b)    In connection with the use or administration of Term SOFR or Daily 1M SOFR, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Transaction Document. The Administrative Agent will promptly notify the Seller and the Purchaser Agents of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR or Daily 1M SOFR.
SECTION 2.6 Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Rate, the Term SOFR Reference Rate, Term SOFR or Daily 1M SOFR, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate, Term SOFR, Daily 1M SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of the Base Rate, the Term SOFR Reference Rate, Term SOFR, Daily 1M SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Seller. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR, Daily 1M SOFR or any other Benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability to the Seller, the Servicer, any Purchaser, any Purchase Agent or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.
ARTICLE III

SETTLEMENTS
SECTION 3.1 Settlement Procedures.
The parties hereto will take the following actions with respect to each Settlement Period:
(a)    Information Package. On the twentieth (20th) day of each calendar month (or if such day is not a Business Day, the next Business Day) following the Cut-Off Date for such Settlement Period (each a “Reporting Date” for and related to the Settlement Period ending immediately prior to such date), Servicer shall deliver to Administrative Agent and each Purchaser Agent an e-mail attaching an Excel file and a file in .pdf or similar format signed by Servicer containing the information described in Exhibit 3.1(a), including the information calculated by Servicer pursuant to this Section 3.1 (each, an “Information Package”) for the related Settlement Period; provided that Administrative Agent may modify, in any reasonable respect, the information required to be provided by Servicer in, or the form of, the Information Package upon reasonable prior notice to
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Servicer; provided further that during the Liquidation Period or after the occurrence of an Event of Default that has not been waived in accordance with this Agreement, Administrative Agent or any Purchaser Agent may request, in its sole discretion, Servicer to, and Servicer agrees to, deliver any information related to the Asset Interest or the transactions contemplated hereby as Administrative Agent or any Purchaser Agent shall request (including a calculation of Required Reserves and each component thereof) on each Business Day.
(b)    Yield; Other Amounts Due. On or before the second (2nd) Business Day prior to the Reporting Date for each Settlement Period, each Purchaser Agent shall notify Servicer of (i) the amount of Yield accrued in respect of each related Rate Tranche for the Purchasers in its Purchaser Group during such Settlement Period and (ii) all fees and other amounts accrued and payable or to be paid by Seller under this Agreement and the other Transaction Documents on the related Settlement Date (other than amounts described in clause (c) below) to such Purchaser Agent or any Purchaser in, or Affected Party related to, its Purchaser Group. Seller (or Servicer on its behalf), on the Settlement Date for such Settlement Period, or when otherwise required hereunder prior to each such date, shall pay such Yield and all fees and other amounts due in respect of such Settlement Period to the applicable Purchaser Agent or Affected Party out of amounts set aside pursuant to Section 1.3 for such purpose and, to the extent such amounts were not so set aside, Seller hereby agrees to pay such amounts (notwithstanding any limitation on recourse or other liability limitation contained herein to pay such amounts) to the applicable Purchaser Agent or Affected Party.
(c)    Settlement Computations.
(i)    Before each Reporting Date, Servicer shall compute, as of the most recent Cut-Off Date and based upon the assumption in the next sentence, (A) the Total Investment, the Purchaser Group Investment of each Purchaser Group, the Required Reserves, the Required Loan Reserves, the Required Receivable Reserves, the Loan Investment Base, the Receivables Investment Base, the Net Loan Pool Balance, the Net Receivables Pool Balance, the Net Pool Balance and each component of each of the foregoing, (B) the amount of the reduction or increase (if any) in each of the Required Reserves, the Required Receivable Reserves, the Required Loan Reserves, the Net Receivables Pool Balance, the Net Loan Pool Balance, the Net Pool Balance, the Purchaser Group Investment of each Purchaser Group, the Loan Investment Base, the Receivables Investment Base and the Total Investment since the immediately preceding Cut-Off Date, (C) the excess (if any) of the aggregate Total Investment over the sum of the Receivables Investment Base and the Loan Investment Base, (D) the excess (if any) of the Total Committed Investment, over the Purchasers’ Total Commitment, (E) the excess (if any) of the Total Uncommitted Investment, over the Purchasers’ Total Uncommitted Amount, (F) the excess (if any) of the Purchaser Group Committed Investment of each Purchaser Group, over the Purchaser Group Commitment of each such Purchaser Group, (G) the excess (if any) of the Purchaser Group Uncommitted Investment of each Purchaser Group, over each such Purchaser Group’s Uncommitted Amount and (H) each of the components of any of the foregoing. Such calculations shall be based upon the assumption that Collections set aside pursuant to Section 1.3(b) (and not otherwise applied in accordance with such Section) will be paid to the applicable Purchaser Agent ratably (based on the related Purchaser Group Uncommitted Investment, Purchaser Group Committed Investment or Purchaser Group Investment, as applicable) for the benefit of the applicable Purchasers in its
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Purchaser Group on the Settlement Date for the Settlement Period related to such Reporting Date.
(ii)    If, according to the computations made pursuant to clause (i) of this Section 3.1(c), the Total Investment at such time shall exceed the sum of the Receivables Investment Base and the Loan Investment Base, the Total Committed Investment at such time shall exceed the Purchasers’ Total Commitment, the Total Uncommitted Investment at such time shall exceed the Purchasers’ Total Uncommitted Amount, the Purchaser Group Committed Investment of any Purchaser Group shall exceed the Purchaser Group Commitment of such Purchaser Group or the Purchaser Group Uncommitted Investment of any Purchaser Group shall exceed any Purchaser Group’s Uncommitted Amount, Servicer shall, on behalf of Seller, (i) promptly notify Administrative Agent and each Purchaser Agent thereof and (ii) immediately pay to the applicable Purchaser Agents for the benefit of the applicable Purchasers the amount necessary to reduce (A) the Total Committed Investment to no more than the Purchasers’ Total Commitment, (B) the Total Uncommitted Investment to no more than the Purchasers’ Total Uncommitted Amount, (C) the aggregate Total Investment to no more than the sum of the Receivables Investment Base and the Loan Investment Base at such time, (D) the Purchaser Group Committed Investment of each Purchaser Group to no more than the Purchaser Group Commitment of each such Purchaser Group, (E) the Purchaser Group Uncommitted Investment of each Purchaser Group to no more than such Purchaser Group’s Uncommitted Amount, as applicable.
(iii)    The payment described in clause (ii) of this Section 3.1(c) shall be made out of amounts set aside pursuant to Section 1.3 for such purpose and, to the extent such amounts were not so set aside, Seller hereby agrees to pay such amounts (notwithstanding any limitation on recourse or other liability limitation contained herein to pay such amounts) to Servicer during the relevant Settlement Period. Notwithstanding anything to the contrary set forth above, on any date on or prior to the Final Payout Date, if the Total Investment exceeds the sum of the Loan Investment Base and the Receivables Investment Base at such time, Servicer shall immediately pay to each Purchaser Agent (ratably, based on the Purchaser Group Investment of such Purchaser Agent’s Purchaser Group at such time) an amount equal to such excess.
(iv)    In addition to the payments described in clause (ii) of this Section 3.1(c), during the Liquidation Period or after the occurrence of an Event of Default that has not been waived in accordance with this Agreement, Servicer shall pay to each Purchaser Agent the Ratable Share of its Purchaser Group of all other Collections on all Pool Assets, whether or not required to be set aside pursuant to Section 1.3 on the dates specified pursuant to Section 1.3(c).
(d)    Order of Application. Servicer (for the benefit of the Affected Parties) shall distribute the funds required to be distributed pursuant to this Section 3.1 with respect to any Settlement Period, in the following order of priority:
(i)    to each Purchaser Agent ratably (based on the aggregate accrued and unpaid Yield) Yield accrued and unpaid on all Rate Tranches for the Purchasers in its Purchaser Group howsoever funded or maintained during the related Settlement Period;
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(ii)    to each Purchaser Agent ratably (based on the aggregate accrued and unpaid Unused Fee) the accrued and unpaid Unused Fee for its Purchaser Group and to the accrued and unpaid Program Fee for its Purchase Group;
(iii)    to the Servicer all accrued and unpaid Servicing Fee (if Servicer is not CHS or an Affiliate thereof);
(iv)    to the Custodian, any fees then due and payable to the Custodian pursuant to that certain Schedule of Fees for Services as Custodian for Cofina Funding, LLC “Seller” MUFG Bank, Ltd. (f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd.), “Administrative Agent” Secured Facility, dated as of July 21, 2016;
(v)    to Administrative Agent and each Purchaser Agent ratably (based on the aggregate accrued and unpaid amounts owing to such Person) accrued and unpaid amounts owed to Administrative Agent and each Purchaser Agent hereunder (including all fees payable to Administrative Agent, Purchaser Agents and Purchasers pursuant to the Fee Letter other than fees paid pursuant to clause (ii) above);
(vi)    (A) prior to the Liquidation Period or the occurrence of an Event of Default, (I) first, to each Purchaser Agent ratably (based on the related Purchaser Group Uncommitted Investment), the reduction of Total Uncommitted Investment, with respect to each Purchaser Group, and (II) second, to each Purchaser Agent ratably (based on the related Purchaser Group Committed Investment), the reduction of Total Committed Investment, with respect to each Purchaser Group, in each case of clause (I) and (II) above to the extent such reduction is required under Section 3.1(c) or 3.2(c) and as set forth on a Notice of Payment to be delivered to the Administrative Agent and each Purchaser Agent on the applicable Settlement Date, first, to pay any outstanding Commercial Paper (as defined in the UCC) funding or maintaining the related Purchaser Group Uncommitted Investment or Purchaser Group Committed Investment, as applicable, and second, to ratably reduce the remainder of the related Purchaser Group Uncommitted Investment or Purchaser Group Committed Investment, as applicable, and (B) during the Liquidation Period or after the occurrence of an Event of Default that has not been waived in accordance with this Agreement, to each Purchaser Agent ratably (based on the related Purchaser Group Investment), the reduction of Total Investment, to the extent such reduction is required under Section 3.1(c) or 3.2(c), with respect to each Purchaser Group, as set forth on a Notice of Payment to be delivered to the Administrative Agent and each Purchaser Agent on the applicable Settlement Date, first, to pay any outstanding Commercial Paper (as defined in the UCC) funding or maintaining the related Purchaser Group Investment and second, to ratably reduce the remainder of the related Purchaser Group Investment;
(vii)    prior to the Liquidation Period, and as long as no Event of Default has occurred and is continuing, to the Seller to be used as a Reinvestment to acquire additional Pool Assets and Related Assets sold by the Seller since the previous Settlement Date;
(viii)    to (A) the Custodian, any fees and expenses then due and payable to the Custodian pursuant to the Custodian Agreement and not paid pursuant to Section 3.1(d)(iv) above and (B) each Affected Party (or the related Purchaser Agent on their behalf) ratably (based on the aggregate accrued and unpaid Obligations) accrued and unpaid Obligations owed to such Affected Parties;
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(ix)    to the Servicer all accrued and unpaid Servicing Fee (if Servicer is CHS or an Affiliate thereof); and
(x)    to the Seller, any remaining amounts.
(e)    Non-Distribution of Servicing Fee. If Administrative Agent and each Purchaser Agent consent (which consent is granted as of the Closing Date but which consent shall be deemed to have been revoked upon the occurrence of an Event of Default that has not been waived in accordance with this Agreement), the amounts (if any) set aside by Servicer pursuant to Section 1.3 in respect of the Servicing Fee may be retained by Servicer or any permitted subservicer for its own account. To the extent Servicer sets aside and retains such amounts, no distribution shall be made in respect of such amounts pursuant to clause (d)(iv) or clause (d)(ix) above.
SECTION 3.2 Deemed Collections; Event of Repurchase; Reduction of Total Investment, Etc.
(a)    Deemed Collections. If, on any day, the Unpaid Balance of a Pool Asset is reduced (but not cancelled) as a result of any Dilution, Seller shall be deemed to have received on such day a Collection of such Pool Asset in the amount of such reduction. If, on any day, a Pool Asset is canceled (or reduced to zero) as a result of any Dilution, Seller shall be deemed to have received on such day a Collection of such Pool Asset in the amount of the Unpaid Balance (as determined immediately prior to such Dilution) of such Pool Asset. If, on any day, the Unpaid Balance of a Pool Asset is less than the amount included in calculating the Net Pool Balance for purposes of any Information Package (for any reason other than such Pool Asset becoming a Defaulted Loan or Defaulted Receivable, as applicable, or due to the application of Collections received with respect to such Pool Asset), Seller shall be deemed to have received a Collection of such Pool Asset in the amount of such difference. Any amount deemed to have been received under this Section 3.2(a) shall constitute a “Deemed Collection”. In the event of any such Deemed Collection, Seller shall, if (i) the Liquidation Period has commenced, or (ii) the aggregate Total Investment at such time exceeds the sum of the Loan Investment Base and Receivables Investment Base at such time after giving effect to such Deemed Collection, deposit an amount equal to such Deemed Collection into the Concentration Account by no later than the fourth (4th) Business Day after Seller or Servicer obtains knowledge or notice thereof (or during the Liquidation Period, within two (2) Business Days from the event giving rise to such Deemed Collection) for application as provided in this Agreement.
(b)    Repurchase Event. If any of the following events (each, an “Event of Repurchase”) occurs and is continuing with respect to a Pool Asset:
(i)    any representation or warranty by Seller hereunder with respect to such Pool Asset is incorrect either (A) in any material respect or (B) in any manner that adversely affects the value or collectability of such Pool Asset, in each case, when made or deemed made;
(ii)    Seller or Servicer fails to perform or observe any other term, covenant or agreement with respect to such Pool Asset set forth in any Transaction Document or any related Receivable Documentation or Loan Documents, as applicable, on its part to be performed or observed and such failure shall or could reasonably be expected to have an adverse effect on the ability to collect the Unpaid Balance of such Pool Asset on the due date thereof; or
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(iii)    either (A) Seller or Servicer instructs the related Account Debtor or Obligor to pay any amount with respect to such Pool Asset to an account other than a Lockbox, an Originator Specified Account, a Collection Account or the Concentration Account or (B) the related Account Debtor or Obligor refuses to make any payment to a Lockbox, an Originator Specified Account, a Collection Account or the Concentration Account (unless to the extent such refusal to pay is due to the financial or credit condition of such Account Debtor or Obligor (including the occurrence of an Insolvency Event with respect to such Account Debtor or Obligor)),
then, Seller shall immediately deliver notice thereof to the Administrative Agent and, at the time, in the manner and otherwise as hereinafter set forth, repurchase such Pool Asset at the Administrative Agent’s option and demand; provided, however, that if a “Sale Agreement Event of Repurchase” (as defined in the Sale Agreement) shall have occurred under the Sale Agreement with respect to such Pool Asset, then such event shall also constitute an Event of Repurchase for purposes of this Agreement. The repurchase price for a Pool Asset shall be the amount equal to the Unpaid Balance of such Pool Asset at such time and shall be paid to the Concentration Account in immediately available funds by no later than the second (2nd) Business Day following demand therefor by the Administrative Agent. Upon the payment in full of the repurchase price with respect to a Pool Asset, such Pool Asset shall hereby be, and be deemed to be, repurchased by Seller from the applicable Purchasers without recourse to or warranty by the Administrative Agent or any Purchaser but free and clear of any lien, encumbrance or other Adverse Claim created by or through the Administrative Agent and each Purchaser. Except as specifically set forth in this clause (b), the Seller shall not have any right or obligation to repurchase Pool Assets.
(c)    Seller’s Optional Reduction of Total Investment. Subject to Sections 1.2(a) and 4.3, Seller may at any time and from time to time elect to reduce (in whole or in part) Total Investment as follows:
(i)    Seller shall give Administrative Agent and each Purchaser Agent a Notice of Payment with respect to such elected reduction (including the amount of such proposed reduction and the proposed date on which such reduction will commence) no later than 11:00 a.m. (New York City time) three (3) Business Days prior to the proposed reduction date;
(ii)    on the proposed date of commencement of such reduction and on each day thereafter, Servicer shall refrain from reinvesting Collections pursuant to Section 1.3 until the amount thereof not so reinvested shall equal the desired amount of reduction; and
(iii)    Servicer shall hold such Collections in trust for Purchasers, pending payment to the applicable Purchaser Agents, as provided in Section 1.3; provided that
(A)    the amount of any such reduction shall be not less than $5,000,000 and shall be an integral multiple of $100,000; and
(B)    Seller shall use reasonable efforts to choose a reduction amount, and the date of commencement thereof, so that such reduction shall commence and conclude in the same Settlement Period.
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(d)    No Further Reinvestments. Notwithstanding anything to the contrary set forth herein (including Section 3.1), after giving effect to any reduction of the Total Investment under Section 3.2(c), or otherwise, which reduces the Total Investment to zero, so long as there are no outstanding amounts constituting liabilities or other obligations of Seller, any Originator, Servicer or Performance Guarantor hereunder or under any other Transaction Document owing to any Purchaser, any Purchaser Agent, Administrative Agent, any Indemnified Party or any Affected Party, no further Reinvestments shall be made unless and until a new Purchase is made in accordance with Sections 1.1 and 1.2.
(e)    Seller’s Optional Reduction of Purchaser’s Total Commitment. Seller may at any time and from time to time elect to reduce the unused portion of the Purchaser’s Total Commitment by giving the Administrative Agent and each Purchaser Agent a Notice of Payment with respect to such elected reduction (including the amount of such proposed reduction and the proposed date on which such reduction will commence) no later than 11:00 a.m. (New York City time) 30 days prior to the proposed reduction date; provided that the amount of any such reduction shall be not less than $5,000,000 and shall be an integral multiple of $100,000. Any such reduction shall be applied pro rata to the Commitment of each Committed Purchaser.
SECTION 3.3 Payments and Computations, Etc.
(a)    Payments. All amounts to be paid to, or deposited by Seller, Servicer, CHS or Performance Guarantor with, Administrative Agent, any Purchaser Agent or any other Person hereunder (other than amounts payable under Section 4.2) shall be paid or deposited in accordance with the terms hereof no later than 11:00 a.m. (New York City time) on the day when due in USD in same day funds to the applicable account set forth on Schedule I or to such other account as Administrative Agent or any Purchaser Agent, as applicable, shall designate in writing to Servicer from time to time.
(b)    Late Payments. Seller or Servicer, as applicable, shall, out of amounts set aside pursuant to Section 1.3 for such purpose and to the extent permitted by Applicable Law, pay to the applicable Purchaser Agent, for the benefit of the applicable Affected Party, interest on all amounts not paid or deposited by such party on the date when due hereunder at an annual rate equal to 2.0% above the Base Rate, payable on demand; provided that such interest rate shall not at any time exceed the maximum rate permitted by Applicable Law.
(c)    Method of Computation. All computations of interest, Yield, any fees payable under Section 4.1 and any other fees payable by Seller to any Purchaser, any Purchaser Agent, Administrative Agent or any other Affected Party in connection with Purchases hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) elapsed (except that calculations with respect to the Prime Rate shall be on the basis of a year of 365 or 366 days, as the case may be).
(d)    Payment of Currency and Setoff. All payments by Seller or Servicer to any Affected Party or any other Person shall be made in USD and without set-off or counterclaim. Any of Seller’s or Servicer’s obligations hereunder shall not be satisfied by any tender or recovery of another currency except to the extent such tender or recovery results in receipt of the full amount of USD.
(e)    Taxes. (i) Except to the extent required by Applicable Law, any and all payments and deposits required to be made hereunder, under any other Transaction
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Document or under any instrument delivered hereunder or thereunder to any Affected Party or otherwise hereunder or thereunder by Seller or Servicer shall be made free and clear of, and without withholding or deduction for, any and all present or future Taxes. If Seller or Servicer shall be required by Applicable Law to make any such withholding or deduction, (A) if such Tax is an Indemnified Tax, Seller (or Servicer, on its behalf) shall make an additional payment to such Affected Party, in an amount sufficient so that, after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums payable under this Section 3.3(e)), such Affected Party receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (B) Seller (or Servicer, on its behalf) shall make such deductions and (C) Seller (or Servicer, on its behalf) shall pay the full amount deducted to the relevant taxation authority or other Governmental Authority in accordance with Applicable Law.
(ii)    Seller will indemnify each Affected Party for the full amount of (A) Indemnified Taxes (including any Indemnified Taxes imposed by any jurisdiction on amounts payable under this Section paid by such Affected Party, as the case may be, and any liability (including penalties, interest and expenses) paid or payable by such Affected Party arising therefrom or with respect thereto) and (B) Taxes that arise because a Purchase or the Asset Interest is not treated for U.S. federal, state or local income or franchise tax purposes as intended under Section 1.2(e) (such indemnification will include any U.S. federal, state or local income and franchise taxes necessary to make such Affected Party whole on an after-tax basis taking into account the taxability of receipt of payments under the this clause (B) and any reasonable expenses (other than Taxes) arising out of, relating to, or resulting from the foregoing). Any indemnification under this Section 3.3(e)(ii) shall be paid on the next Settlement Date (or during the Liquidation Period or after the occurrence of an Event of Default that has not been waived in accordance with the terms of this Agreement, within two (2) Business Days) after the date any Affected Party makes written demand therefor, together with a statement of reasons for such demand and the calculations of such amount. Such calculations, absent manifest error, shall be final and conclusive on all parties.
(iii)    Within 30 days after the date of any payment of Taxes withheld by any of Seller or Servicer, as applicable, in respect of any payment to any Affected Party, Seller or Servicer, as applicable, will furnish to Administrative Agent and each Purchaser Agent, the original or a certified copy of a receipt evidencing payment thereof (or other evidence reasonably satisfactory to Administrative Agent).
(iv)    Without prejudice to the survival of any other agreement contained herein, the agreements and obligations contained in this Section shall survive the payment in full of Obligations hereunder.
(v)    Any Affected Party that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Document shall deliver to CHS and Administrative Agent, at the time or times reasonably requested by CHS or Administrative Agent, such properly completed and executed documentation reasonably requested by CHS or Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Affected Party, if reasonably requested by CHS or Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by CHS or
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Administrative Agent as will enable CHS or Administrative Agent to determine whether or not such Affected Party is subject to backup withholding or information reporting requirements.
(vi)    Any Affected Party that is a “United States person” within the meaning of Section 7701(a)(30) of the Code (a “U.S. Person”) shall deliver to CHS and the Administrative Agent on or prior to the date on which such Affected Party becomes a Affected Party under this Agreement (and from time to time thereafter upon the reasonable request of CHS or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Affected Party is exempt from U.S. federal backup withholding tax.
(xii)    Any Affected Party that is not a U.S. Person (a “Foreign Affected Party”) shall, to the extent it is legally entitled to do so, deliver to CHS and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Affected Party becomes an Affected Party under this Agreement (and from time to time thereafter upon the reasonable request of CHS or the Administrative Agent), whichever of the following is applicable:
(1)    in the case of a Foreign Affected Party claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Transaction Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Document, IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;
(2)    executed copies of IRS Form W-8ECI;
(3)    in the case of a Foreign Affected Party claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate to the effect that such Foreign Affected Party is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E; or
(4)    to the extent a Foreign Affected Party is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Affected Party is a partnership and one or more direct or indirect partners of such Foreign Affected Party are claiming the portfolio interest exemption, such Foreign Affected Party may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner.
(viii)    If a payment made to a Purchaser under any Transaction Document would be subject to U.S. federal withholding Tax imposed by FATCA if such
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Purchaser were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Purchaser shall deliver to CHS and Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by CHS or Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by CHS or Administrative Agent as may be necessary for CHS and Administrative Agent to comply with their obligations under FATCA and to determine that such Purchaser has complied with such Purchaser’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (viii), “FATCA” shall include any amendments made to FATCA after the Closing Date.
(ix)    Each Purchaser Agent (on behalf of its related Purchasers) agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Seller and the Administrative Agent in writing of its legal inability to do so.
SECTION 3.4 Treatment of Collections and Deemed Collections. Seller shall immediately deliver to Servicer all Deemed Collections and Repurchase Payments, and Servicer shall hold or distribute such Deemed Collections and Repurchase Payments as Yield, accrued Servicing Fee, repayment of Total Investment or as otherwise applicable hereunder to the same extent as if such Collections had actually been received on the date of such delivery to Servicer. So long as Seller or Servicer shall hold any Collections (including Deemed Collections and Repurchase Payments) required to be paid to Servicer, any Purchaser, any Purchaser Agent or Administrative Agent, Seller or Servicer shall hold and apply such Collections in accordance with Section 1.3 and Section 3.2, as applicable, and shall clearly mark its records to reflect the same. Seller shall promptly enforce all obligations of Originators under the Sale Agreement, including, payment of Deemed Collections (as defined in the Sale Agreement).
SECTION 3.5 Erroneous Payments.
(a)    If the Administrative Agent notifies a Purchaser, or any Person who has received funds on behalf of a Purchaser (such Purchaser or other recipient, a “Payment Recipient”) that the Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under the immediately succeeding clause (b)) that any funds received by such Payment Recipient from the Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Purchaser or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and such Purchaser shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to), promptly, but in no event later than two (2) Business Days thereafter, return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent in same day funds at the greater of the Federal Funds Rate and a
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rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. A notice of the Administrative Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.
(b)    Without limiting the immediately preceding clause (a), each Purchaser or any Person who has received funds on behalf of a Purchaser, hereby further agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, repayment or prepayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates), or (z) that such Purchaser or such other recipient otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in each case:
(i)    (A) in the case of the immediately preceding clauses (x) or (y), an error shall be presumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) an error has been made (in the case of immediately preceding clause (z)), in each case, with respect to such payment, prepayment or repayment; and
(ii)    such Purchaser shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one (1) Business Day of its knowledge of such error) notify the Administrative Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this Section 3.5.
(c)    Each Purchaser hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any time owing to such Purchaser under any Transaction Document, or otherwise payable or distributable by the Administrative Agent to such Purchaser from any source, against any amount due to the Administrative Agent under the immediately preceding clause (a) or under the indemnification provisions of this Agreement.
(d)    In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor by the Administrative Agent in accordance with the immediately preceding clause (a), from any Purchaser that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who has received such Erroneous Payment (or portion thereof) on its behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative Agent’s notice to such Purchaser at any time, (i) such Purchaser shall be deemed to have assigned its portion of the related Purchaser Group Investment (but not its Commitments) (the “Subject Investment”) with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Investment”) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Subject Investment (but not the Commitments) of the Erroneous Payment Impacted Investment, the “Erroneous Payment Deficiency Assignment”) at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Administrative Agent in such instance), and is hereby (together with Seller) deemed to execute and deliver an assignment agreement with respect to such Erroneous Payment Deficiency Assignment, (ii) the Administrative Agent
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as the assignee Purchaser shall be deemed to acquire the Erroneous Payment Deficiency Assignment, (iii) upon such deemed acquisition, the Administrative Agent as the assignee Purchaser shall become a Purchaser hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Purchaser shall cease to be a Purchaser hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such assigning Purchaser, and (iv) the Administrative Agent may cause to be reflected in the Register its ownership interest in the Subject Investment. The Administrative Agent may, in its discretion, sell any Subject Investment acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Purchaser shall be reduced by the net proceeds of the sale of such Subject Investment (or portion thereof), and the Administrative Agent shall retain all other rights, remedies and claims against such Purchaser (and/or against any recipient that receives funds on its behalf). For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any Purchaser and such Commitments shall remain available in accordance with the terms of this Agreement. In addition, each party hereto agrees that, except to the extent that the Administrative Agent has sold a Subject Investment (or portion thereof) acquired pursuant to an Erroneous Payment Deficiency Assignment, and irrespective of whether the Administrative Agent may be equitably subrogated, the Administrative Agent shall be contractually subrogated to all the rights and interests of the applicable Purchaser under the Transaction Documents with respect to each Erroneous Payment Return Deficiency (the “Erroneous Payment Subrogation Rights”).
(e)    The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by Seller, CHS or CHS Capital, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from Seller, CHS or CHS Capital or Collections of any Receivable or Loan for the purpose of making such Erroneous Payment.
(f)    To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payment received, including, without limitation, waiver of any defense based on “discharge for value” or any similar doctrine.
(g)    Each party’s obligations, agreements and waivers under this Section 3.5 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Purchaser, the termination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Transaction Document.
ARTICLE IV

FEES AND YIELD PROTECTION
SECTION 4.1 Fees. From the Effective Date until the Final Payout Date, Seller and CHS, jointly and severally, shall pay to Administrative Agent, each Purchaser Agent and each Purchaser, as applicable, all fees specified in the Fee Letter or any other Transaction Document in accordance with the terms of the Fee Letter, such Transaction Document and this Agreement.
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SECTION 4.2 Yield Protection.
(a)    If any Regulatory Change including any Specified Regulation:
(i)    shall subject an Affected Party to any tax, duty or other charge with respect to any Asset Interest owned, maintained or funded by it (or its participation in any of the foregoing), or any obligations or right to make Purchases or Reinvestments or to provide funding or maintenance therefor (or its participation in any of the foregoing), or shall change the basis of taxation of payments to the Affected Party or other Indemnified Party of Total Investment or Yield owned by, owed to, funded or maintained in whole or in part by it (or its participation in any of the foregoing) or any other amounts due under this Agreement in respect of the Asset Interest owned, maintained or funded by it or its obligations or rights, if any, to make or participate in Purchases or Reinvestments or to provide funding therefor or the maintenance thereof;
(ii)    shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of any Affected Party, deposits or obligations with or for the account of any Affected Party or with or for the account of any Affiliate (or entity deemed by the Federal Reserve Board or other Governmental Authority to be an affiliate) of any Affected Party, or credit extended by any Affected Party;
(iii)    shall impose any other condition affecting any Asset Interest owned, maintained or funded (or participated in) in whole or in part by any Affected Party, or its obligations or rights, if any, to make (or participate in) Purchases or Reinvestments or to provide (or to participate in) funding therefor or the maintenance thereof;
(iv)    shall increase the rate for, or changes the manner in which the Federal Deposit Insurance Corporation (or a successor thereto) or similar Person assesses, deposit insurance premiums or similar charges which an Affected Party is obligated to pay; or
(v)    shall increase the amount of capital or liquidity maintained or required or requested or directed to be maintained by any Affected Party;
and the result of any of the foregoing is or would be, in each case, as determined by the applicable Purchaser Agent or the applicable Affected Party:
(A)    to increase the cost to (or impose a cost on) (1) an Affected Party funding or making or maintaining any Purchases or Reinvestments, any purchases, reinvestments, or loans or other extensions of credit under any Liquidity Agreement, any Enhancement Agreement or any commitment (hereunder or under any Liquidity Agreement or any Enhancement Agreement) of such Affected Party with respect to any of the foregoing, or (2) any Purchaser Agent or Administrative Agent for continuing its relationship with any Purchaser;
(B)    to reduce the amount of any sum received or receivable by an Affected Party under this Agreement, any Liquidity Agreement or any Enhancement Agreement (or its participation in any such Liquidity Agreement or Enhancement Agreement) with respect thereto; or
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(C)    (i) to reduce the rate of return on the capital of such Affected Party as a consequence of its obligations hereunder, under any Liquidity Agreement or under any Enhancement Agreement (or its participation in any such Liquidity Agreement or Enhancement Agreement), including its funding or maintenance of any portion of the Asset Interest, or arising in connection herewith (or therewith) to a level below that which such Affected Party could otherwise have achieved hereunder or thereunder or (ii) to increase the liquidity required of such Affected Party as a consequence of its obligations hereunder or under any Liquidity Agreement or any Enhancement Agreement (or its participation in any such Liquidity Agreement or Enhancement Agreement), including its funding or maintenance of any portion of the Asset Interest, or arising in connection herewith (or therewith) to a level greater than that which such Affected Party could otherwise have achieved hereunder or thereunder,
then, subject to Section 4.2(d) below, on the Settlement Date (or during the Liquidation Period or after the occurrence of an Event of Default that has not been waived in accordance with the terms of this Agreement, within two (2) Business Days) following its receipt of notice from such Affected Party (or by the Administrative Agent or a Purchaser Agent on its behalf) in accordance with Section 4.2(c) below, Seller shall pay directly to such Affected Party such additional amount or amounts as will compensate such Affected Party for such additional or increased cost or such reduction or liquidity increase; provided that such additional amount or amounts shall not be payable with respect to any Regulatory Change for any period in excess of 180 days prior to the date of demand by the Affected Party unless (1) the effect of such Regulatory Change was retroactive by its terms to a period prior to the date of such Regulatory Change, in which case any additional amount or amounts shall be payable for the retroactive period but only if the Affected Party provides its written demand not later than 180 days after such Regulatory Change; or (2) the Affected Party reasonably and in good faith did not believe such Regulatory Change resulted in such an additional or increased cost or charge or such a reduction during such prior period.
(b)    Each Affected Party (or the Administrative Agent or a Purchaser Agent on its behalf), shall use commercially reasonable efforts to notify Seller and Administrative Agent of any event of which it has knowledge which will entitle such Affected Party to compensation pursuant to this Section 4.2; provided that no failure to give or delay in giving such notification shall adversely affect the rights of any Affected Party to such compensation.
(c)    In determining any amount provided for or referred to in this Section 4.2, an Affected Party may use any reasonable averaging and attribution methods that it, in its reasonable discretion, shall deem applicable. Any Affected Party (or the Administrative Agent or a Purchaser Agent on its behalf) when making a claim under this Section 4.2 shall submit to Seller and Administrative Agent a written statement of such increased cost or reduced return, which statement, in the absence of manifest error, shall be conclusive and binding upon Seller.
(d)    Except as set forth above in this Section 4.2, failure or delay on the part of any Affected Party (or Administrative Agent or a Purchaser Agent) to demand compensation pursuant to this Section 4.2 shall not constitute a waiver of such Affected Party’s (or the Administrative Agent’s or a Purchaser Agent’s on its behalf) right to demand such compensation.
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SECTION 4.3 Funding Losses. If any Affected Party incurs any cost, loss or expense (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Affected Party), at any time, as a result of (a) any optional or required settlement or repayment with respect to such Purchaser’s Tranche Investment of any Rate Tranche, howsoever funded, being made on any day other than the scheduled last day of an applicable Yield Period with respect thereto, (b) any Purchase not being completed by Seller in accordance with its request therefor under Section 1.2, (c) the failure to exercise or complete (in accordance with Section 3.2(c)) any reduction in Total Investment elected to be made under Section 3.2(c), (d) any reduction in Total Investment elected under Section 3.2(c) exceeding the total amount of Rate Tranches, howsoever funded, with respect to which the last day of the related Yield Period is the date of such reduction or (e) any other mandatory or voluntary reduction in Total Investment (each, a “Loss Event”), then, upon written notice from such Affected Party (or the Administrative Agent or a Purchaser Agent on its behalf) to Seller and Servicer, Seller shall pay to the applicable Purchaser Agent for the account of the applicable Affected Parties, on the next Settlement Date (or during the Liquidation Period, after the occurrence of an Event of Default that has not been waived in accordance with this Agreement, within two (2) Business Days from the receipt of such notice) the amount of such cost, loss or expense. Such written notice shall, in the absence of manifest error, be conclusive and binding upon Seller. If an Affected Party incurs any cost, loss or expense (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Affected Party), at any time, and is not entitled to reimbursement for such loss or expense in the manner set forth above, such Affected Party shall individually bear such loss or expense without recourse to, or payment from, any other Affected Party; provided that such additional amount or amounts shall not be payable with respect to any Loss Event for any period in excess of 180 days prior to the date of demand by the Affected Party unless the Affected Party reasonably and in good faith did not believe such Loss Event resulted in such a loss during such prior period.
(a)    Each Affected Party (or the Administrative Agent or a Purchaser Agent on its behalf), shall use commercially reasonable efforts to notify Seller and Administrative Agent of any event of which it has knowledge which will entitle such Affected Party to compensation pursuant to this Section 4.3; provided that no failure to give or delay in giving such notification shall adversely affect the rights of any Affected Party to such compensation.
(b)    In determining any amount provided for or referred to in this Section 4.3, an Affected Party may use any reasonable averaging and attribution methods that it, in its reasonable discretion, shall deem applicable. Any Affected Party (or the Administrative Agent or a Purchaser Agent on its behalf) when making a claim under this Section 4.3 shall submit to Seller and Administrative Agent a written statement of such increased cost or reduced return, which statement, in the absence of manifest error, shall be conclusive and binding upon Seller.
(c)    Except as set forth above in this Section 4.3, failure or delay on the part of any Affected Party (or Administrative Agent or a Purchaser Agent on its behalf) to demand compensation pursuant to this Section 4.3 shall not constitute a waiver of such Affected Party’s (or the Administrative Agent’s or a Purchaser Agent’s on its behalf) right to demand such compensation.
SECTION 4.4 Benchmark Replacement Setting.
(a)    Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Transaction Document, upon the occurrence of a Benchmark Transition Event, the Administrative Agent and the Seller may amend this Agreement to
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replace the then-current Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all affected Purchasers and the Seller so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Committed Purchasers comprising the Required Purchasers. No replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 4.4(a) will occur prior to the applicable Benchmark Transition Start Date.
(b)    Benchmark Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Transaction Document.
(c)    Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Seller and the Purchasers of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Seller of the removal or reinstatement of any tenor of a Benchmark pursuant to Section 4.4(d). Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Purchaser (or group of Purchasers) pursuant to this Section 4.4, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Transaction Document, except, in each case, as expressly required pursuant to this Section 4.4.
(d)    Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Transaction Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks, then the Administrative Agent may modify the definition of “Yield Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable, non-representative, non-compliant or non-aligned tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Yield Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.
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(e)    Benchmark Unavailability Period. Upon the Seller’s receipt of notice of the commencement of a Benchmark Unavailability Period, none of the Purchasers or Purchaser Agents shall allocate any Rate Tranche with respect to Purchases made during such period or reallocate any Rate Tranches allocated to any then existing Yield Period ending during such period, to a Rate Tranche for which Yield is calculated by reference to Term SOFR or Daily 1M SOFR, as applicable. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Base Rate.
SECTION 4.5 Illegality. If any Purchaser determines that any Applicable Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Purchaser or its applicable lending office to make, maintain or fund Purchases or Rate Tranches whose interest is determined by reference to SOFR, the Term SOFR Reference Rate, Term SOFR or Daily 1M SOFR, or to determine or charge interest rates based upon SOFR, the Term SOFR Reference Rate, Term SOFR or Daily 1M SOFR, then, upon notice thereof by such Purchaser to the Seller (through the Administrative Agent), (a) any obligation of the Purchasers to allocate Rate Tranches for Purchases or the Total Investment for which the Yield Rate is Term SOFR or Daily 1M SOFR, as applicable, shall be suspended, and (b) the interest rate on which Rate Tranches for which the Yield Rate is the Base Rate shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Rate”, in each case until such Purchaser notifies the Administrative Agent and the Seller that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (i) all Rate Tranches for which the Yield Rate is Term SOFR or Daily 1M SOFR, as applicable, shall automatically be re-allocated to a Rate Tranche for which the Yield Rate is the Base Rate (the interest rate on which Rate Tranche of such Purchaser shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Rate”), on the last day of the Yield Period therefor (in the case of a Rate Tranche for which the Yield Rate is Term SOFR), if all affected Purchasers may lawfully continue to maintain such Rate Tranche for which the Yield Rate is Term SOFR to such day, or immediately, in the case of any Rate Tranche for which the Yield Rate is Daily 1M SOFR or, in the case of any Rate Tranche for which the Yield Rate is Term SOFR, if any Purchaser may not lawfully continue to maintain such Rate Tranche to such day, and (ii) if necessary to avoid such illegality, the Administrative Agent shall during the period of such suspension compute the Base Rate without reference to clause (c) of the definition of “Base Rate,” in each case until the Administrative Agent is advised in writing by each affected Purchaser that it is no longer illegal for such Purchaser to determine or charge interest rates based upon SOFR, the Term SOFR Reference Rate, Term SOFR or Daily 1M SOFR.
SECTION 4.6 Inability to Determine Rates. Subject to Section 4.4, if (x) on or prior to the first day of any Yield Period for any Rate Tranche with a Yield Rate that is Term SOFR or (y) on any date for any Rate Tranche with a Yield Rate that is Daily 1M SOFR:
(a)    the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” or “Daily 1M SOFR” cannot be determined pursuant to the definition thereof,
(b)    the Required Purchasers (calculated without giving effect to the Commitment of the PNC Purchaser Group) determine that for any reason that Term SOFR for any requested Yield Period does not adequately and fairly reflect the cost to such Purchasers of funding such Purchaser’s Total Investment, and the Required Purchasers have provided notice of such determination to the Administrative Agent; or
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(c)    the Purchaser Agent for the PNC Purchaser Group determines that for any reason that Daily 1M SOFR for any day in any Yield Period does not adequately and fairly reflect the cost to the PNC Purchaser Group of funding such Purchaser Group’s Purchaser Group Investment, and the Purchaser Agent for the PNC Purchaser Group has provided notice of such determination to the Administrative Agent,
the Administrative Agent will promptly so notify the Seller and each Purchaser.
Upon notice thereof by the Administrative Agent to the Seller, any obligation of the Purchasers to allocate Rate Tranches for Purchases or Total Investment for which the Yield Rate is Term SOFR or Daily 1M SOFR, as applicable, shall be suspended until the Administrative Agent (with respect to clause (b), at the instruction of the Required Lenders) revokes such notice or the Administrative Agent (with respect to clause (c), at the instruction of the Purchaser Agent for the PNC Purchaser Group) revokes such notice. Upon receipt of such notice, any Rate Tranche for any Purchase or Total Investment for which the Yield Rate is Term SOFR or Daily 1M SOFR, as applicable, shall be automatically be converted into a Rate Tranche for which the Yield Rate is the Base Rate at the end of the applicable Yield Period. Subject to Section 4.4, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the Yield Rate for any Rate Tranche that is the Base Rate shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Rate” until the Administrative Agent revokes such determination.
ARTICLE V

CONDITIONS PRECEDENT
SECTION 5.1 Closing Date. The parties hereto acknowledge that the Original Agreement became effective on the Closing Date.
SECTION 5.2 Effective Date. This Agreement shall become effective on the Effective Date, or such later date as all of the conditions in this Section 5.2 have been satisfied. The occurrence of the Effective Date is subject to the condition precedent that the Administrative Agent shall have received, on or before such date, the following, each (unless otherwise indicated) dated such date or another recent date reasonably acceptable to the Required Purchasers and in form and substance reasonably satisfactory to the Required Purchasers:
(a)    A copy of the resolutions or unanimous written consent, as applicable, of the board of directors or board of managers, as the case may be, of each of Seller, Originators, Servicer and Performance Guarantor required to authorize the execution, delivery and performance by it of each Transaction Document to be delivered by it hereunder and the transactions contemplated thereby, certified by its secretary or any other authorized person.
(b)    A certificate issued by the Secretary of State of the applicable state or organization as to the legal existence and good standing of Seller, Servicer, Originators and Performance Guarantor.
(c)    A certificate of the Secretary or Assistant Secretary of each of Seller, Servicer, Originators and Performance Guarantor certifying attached copies of the organizational documents of such Person and all documents evidencing necessary limited liability company or corporate action (as the case may be) to be taken by and
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governmental approvals, if any, to be obtained by such Person with respect to this Agreement and each of the other Transaction Documents and the names and true signatures of the incumbent officers of such Person authorized to sign this Agreement or any of the other Transaction Documents, as applicable, and any other documents to be delivered by it hereunder or thereunder or in connection herewith or therewith.
(d)    A counterpart of each of this Agreement, the Fee Letter and the Effective Date Amendments, fully executed by the parties thereto.
(e)    Completed requests for information (UCC search results) dated within 30 days prior to the Effective Date, and a schedule thereof listing all effective financing statements filed in the appropriate states of formation or incorporation, as applicable, of each of CHS, CHS Capital and Seller that name CHS, CHS Capital and Seller as debtor, together with copies of all such financing statements filed against CHS, CHS Capital and Seller and acknowledgment copies of proper termination statements (Form UCC-3) necessary to evidence the release of all security interests, ownership and other rights of any Person previously granted by CHS, CHS Capital and Seller in the Pool Assets and the Related Assets.
(f)    Favorable opinions of legal counsel to Seller, each Originator, Servicer and Performance Guarantor, including legal opinions as to general organizational matters, enforceability, no conflicts with laws and agreements, security interest creation, attachment and perfection, the Volcker Rule and true sale and non-consolidation matters.
(g)    A copy of the Information Package as of the Effective Date.
(h)    A certificate of a Responsible Officer of each of Originators and Seller certifying that (i) no effective financing statement or other instrument similar in effect covering any Pool Asset or any other Seller Assets is on file in any recording office and (ii) none of the financing statements included in the UCC search results referenced in clause (e) above describe any Pool Asset or any other Seller Assets.
(i)    Such other agreements, instruments, certificates and documents as the Administrative Agent may reasonably request.
SECTION 5.3 Conditions Precedent to All Purchases and Reinvestments. Each Purchase (including the initial Purchase) and each Reinvestment hereunder shall be subject to the further conditions precedent that on the date of such Purchase or Reinvestment, the following statements shall be true (and Seller, by accepting the amount of such Purchase or by receiving the proceeds of such Reinvestment, shall be deemed to have certified that):
(a)    each of the representations and warranties contained in Article VI, in the Sale Agreement and in each other Transaction Document that are qualified as to materiality are true and correct, and each not so qualified are true and correct in all material respects, in each case, on and as of such day as though made on and as of such day (except to the extent such representations and warranties explicitly refer solely to an earlier date or period, in which case they shall be true and correct as of such earlier date or period);
(b)    no event has occurred and is continuing or would result from such Purchase or Reinvestment, that constitutes an Event of Default, an Unmatured Event of Default, a Servicer Termination Event or an Unmatured Servicer Termination Event;
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(c)    after giving effect to each proposed Purchase or Reinvestment, (i) with respect to any Purchaser Group, (x) such Purchaser Group’s Purchaser Group Committed Investment will not exceed such Purchaser Group’s Purchaser Group Commitment and (y) such Purchaser Group’s Purchaser Group Uncommitted Investment will not exceed such Purchaser Group’s Uncommitted Amount, (ii) the Total Committed Investment will not exceed the Purchasers’ Total Commitment, (iii) the Total Uncommitted Investment will not exceed the Purchasers’ Total Uncommitted Amount, and (iv) the Total Investment will not exceed the sum of the Receivables Investment Base and the Loan Investment Base;
(d)    solely with respect to an Uncommitted Purchase, each Purchaser Group’s Purchaser Group Committed Investment is greater than or equal to each such Purchaser Group’s Purchaser Group Commitment; and
(e)    the Purchase Termination Date has not occurred.
ARTICLE VI

REPRESENTATIONS AND WARRANTIES
SECTION 6.1 Representations and Warranties of Seller. Seller represents and warrants, as of the Effective Date and as of each date on which a Purchase or Reinvestment is made, as follows:
(a)    Seller is a limited liability company duly formed and existing in good standing under the laws of the State of Delaware; has all necessary limited liability company power to carry on its present business; and has made all necessary filings in order to be licensed or qualified and in good standing in each jurisdiction in which the nature of the business transacted by it or the nature of the property owned or leased by it makes such licensing or qualification necessary and in which the failure to be so licensed or qualified would have a Material Adverse Change with respect to Seller.
(b)    The execution, delivery and performance by Seller of each Transaction Document to which it is party and each other document to be delivered by it thereunder, (i) are within its limited liability company powers, (ii) have been duly authorized by all necessary limited liability company action, (iii) do not contravene, violate or breach (1) its organizational documents, (2) any Applicable Law, (3) any Contractual Obligation of or affecting Seller or any of its properties, or (4) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property and (iv) do not result in the creation or imposition of any Adverse Claim upon any of its properties pursuant to the terms of any such Contractual Obligation, other than this Agreement and the other Transaction Documents.
(c)    Each Transaction Document to which Seller is a party has been duly executed and delivered by Seller.
(d)    No authorization or approval or other action by, and no notice to, license from or filing with, any Governmental Authority is required for the due execution, delivery and performance by Seller of each Transaction Document to which it is party or any other document to be delivered by it thereunder.
(e)    Each Transaction Document to which Seller is a party constitutes a legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms, except as limited by bankruptcy, insolvency, moratorium, fraudulent conveyance or other
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laws relating to the enforcement of creditors’ rights generally and general principles of equity (regardless of whether enforcement is sought at equity or law).
(f)    There is no pending or, to its knowledge, threatened action, proceeding, investigation or injunction, writ or restraining order affecting Seller or its properties before any Governmental Authority which could reasonably be expected to result in a Material Adverse Change with respect to Seller.
(g)    Seller is Solvent and no Insolvency Event has occurred with respect to Seller.
(h)    Since the date of the Seller’s most recent audited financial statements, no Material Adverse Change or event which, individually or in the aggregate, is reasonably likely to result in a Material Adverse Change has occurred with respect to Seller.
(i)    No Change of Control has occurred.
(j)    All assets of Seller are free and clear of any Adverse Claim in favor of the Internal Revenue Service, any employee benefit plan, the PBGC or similar entity.
(k)    All information furnished by or on behalf of Seller to the Administrative Agent or any other Affected Party for purposes of or in connection with any Information Package, the Transaction Documents or any transaction contemplated thereby is, at the time the same is furnished, taken as a whole, true and accurate in all material respects and such information does not omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
(l)    Seller has not changed its name or the location of its jurisdiction of formation since the Formation Date.
(m)    Seller (i) is not required to register as an investment company under the Investment Company Act, without reliance of Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act, and (ii) is not a “covered fund” under the Volcker Rule. In determining that Seller is not a “covered fund” under the Volcker Rule, Seller is entitled to rely on the exemption from the definition of “investment company” set forth in Rule 3c-5(A) of the Investment Company Act.
(n)    No transaction contemplated by this Agreement or any other Transaction Document requires compliance by it with any bulk sales act or similar law.
(o)    Each Asset included in the Net Pool Balance as an Eligible Receivable or Eligible Loan, as applicable, on the date of any Purchase or Reinvestment or on the date of any Information Package was an Eligible Receivable or Eligible Loan, as applicable, on such date. Upon and after giving effect to any Purchase or Reinvestment to be made on such date, sufficient Eligible Receivables exist in the Receivables Pool and sufficient Eligible Loans exist in the Loan Pool such that (i) the Total Committed Investment will not exceed the Purchasers’ Total Commitment, (ii) the Total Uncommitted Investment will not exceed the Purchasers’ Total Uncommitted Amount, and (iii) the Total Investment will not exceed the sum of the Receivables Investment Base and the Loan Investment Base.
(p)    Each sale of an Asset and the Related Assets to Seller under the Sale Agreement constitutes the absolute and irrevocable sale and transfer of all right, title and
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interest of such Originator in such Asset and Related Security to Seller and no further action, including any filing or recording of any document or any notice to, license from or approval from any Governmental Authority is necessary in order to establish the ownership interest of Seller effected by such sale or to permit Seller to service, enforce or otherwise collect such Asset from the related Account Debtor or Obligor.
(q)    The Administrative Agent has a first priority perfected security interest in the Seller Assets, free and clear of any Adverse Claim.
(r)    No event has occurred and is continuing and no condition exists, or would result from any Purchase or Reinvestment hereunder, that constitutes, individually or in the aggregate, an Event of Default, an Unmatured Event of Default, a Servicer Termination Event or an Unmatured Servicer Termination Event.
(s)    Seller is in compliance in all material respects with the Receivable Documentation relating to the Pool Receivables and the Loan Documents relating to the Pool Loans, and none of (i) the Pool Receivables or the Receivable Documentation related thereto or (ii) the Pool Loans or the Loan Documents related thereto are subject to any defense, dispute, Dilution or any offset, counterclaim or other defense, whether arising out of the transactions contemplated by this Agreement or any other Transaction Document or independently thereof.
(t)    No effective financing statement or other instrument similar in effect covering any Pool Asset or any other Seller Assets is on file in any recording office (except any financing statements or other instruments filed pursuant to this Agreement or any other Transaction Document), and, to the knowledge of Seller, no competing notice or notice inconsistent with the transactions contemplated in this Agreement or any other Transaction Document is in effect with respect to any Account Debtor or Obligor.
(u)    Seller has filed all material tax returns and reports required by Applicable Law to have been filed by it and has paid all material taxes, assessments and governmental charges thereby shown to be owing by it, other than any such taxes, assessments or charges that are not yet delinquent or are being contested in good faith by appropriate proceedings.
(v)    Seller is, and shall at all relevant times continue to be, a “disregarded entity” within the meaning of U.S. Treasury Regulation § 301.7701-3.
(w)    The facts regarding Seller, each Originator, Servicer, Performance Guarantor, the Pool Assets, the Related Assets and the related matters set forth or assumed in each of the opinions of counsel delivered in connection with this Agreement and the Transaction Documents are true and correct in all material respects.
(x)    No sale, contribution or assignment of Assets under the Sale Agreement constitutes a fraudulent transfer or conveyance under any United States federal or applicable state bankruptcy or insolvency laws or is otherwise void or voidable under such or similar laws or principles or for any other reason.
(y)    All Pool Assets (i) were originated by CHS or CHS Capital in the ordinary course of its business, (ii) were sold by CHS or CHS Capital to Seller for fair consideration and reasonably equivalent value and (iii) solely with respect to Pool Receivables, represent all, or a portion of the purchase price of merchandise, insurance or services within the meaning of Section 3(c)(5)(A) of the Investment Company Act.
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(z)    Policies and procedures have been implemented and maintained by or on behalf of Seller that are designed to achieve compliance by Seller, Originators and each of their respective Subsidiaries, Affiliates, directors, officers, employees and agents with Anti-Corruption Laws, Anti-Terrorism Laws and Sanctions, giving due regard to the nature of such Person’s business and activities, and Seller, Originators, their respective Subsidiaries, Affiliates, officers, employees, and directors, and, to the knowledge of Seller, agents acting in any capacity in connection with or directly benefitting from the credit facility established hereby, are in compliance with Anti-Corruption Laws, Anti-Terrorism Laws, and Sanctions in all material respects (other than as disclosed in Servicer’s Annual Report on Form 10-K for the fiscal year ended August 31, 2018, none of which could reasonably be expected to have a material impact on CHS and its Subsidiaries taken as a whole or any Purchaser). (i) None of Seller, Originators or any of their Subsidiaries, Affiliates, directors, officers, or employees, or, to the knowledge of Seller, agents that will act in any capacity in connection with or directly benefit from the credit facility established hereby, is a Sanctioned Person, (ii) neither Seller, Originators nor any of their respective Subsidiaries is organized or resident in a Sanctioned Country and (iii) neither Seller nor any Originator has violated, been found in violation of or is under investigation by any Governmental Authority for possible violation of any Anti-Corruption Laws, Anti-Terrorism Laws, or of any Sanctions (other than as disclosed in CHS’s Annual Report on Form 10-K for the fiscal year ended August 31, 2018, none of which could reasonably be expected to have a material impact on CHS and its Subsidiaries taken as a whole or any Purchaser). No Purchase or Reinvestment or use of proceeds thereof by Seller or any of its Subsidiaries or Affiliates will be used in any manner that will violate Anti-Corruption Laws, Anti-Terrorism Laws or Sanctions.
(aa)    Seller does not have outstanding any security of any kind except membership interests issued to CHS in connection with its organization, and has not incurred, assumed, guaranteed or otherwise become directly or indirectly liable for, or in respect of, any Debt and no Person has any commitment or other arrangement to extend credit to Seller, in each case, other than as will occur in accordance with the Transaction Documents.
(bb)    The use of all funds obtained by Seller under this Agreement will not conflict with or contravene any of Regulations T, U and X promulgated by the Board of Governors of the Federal Reserve System.
(cc)    None of the Seller, any Affiliate of the Seller or any third party with which the Seller or any Affiliate thereof has contracted has delivered, in writing or orally, to any Rating Agency, any Transaction Information without providing such Transaction Information to the applicable Purchaser Agent prior to delivery to such Rating Agency and has not participated in any oral communications with respect to Transaction Information with any Rating Agency without the participation of such Purchaser Agent.
(dd)    Each of the Concentration Account and each Seller Collection Account constitutes a “deposit account” within the meaning of the applicable UCC. The Concentration Account and each Seller Collection Account are in the name of the Seller, and the Seller owns and has good and marketable title to the Concentration Account and each Seller Collection Account free and clear of any Adverse Claim. The Seller has delivered to the Administrative Agent a fully executed Seller Account Agreement relating to the Concentration Account and each Seller Collection Account, pursuant to which the applicable Account Bank has agreed to comply with the instructions originated by the Administrative Agent directing the disposition of funds in the Concentration Account or the Seller Collection Accounts, as applicable, without further consent by the Seller, the Servicer or any other Person. The Administrative Agent has “control” (as defined in
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Section 9-104 of the UCC) over the Concentration Account and each Seller Collection Account.
(ee)    Each of the Originator Collection Accounts and Originator Specified Accounts constitutes a “deposit account” within the meaning of the applicable UCC. Each of the Originator Collection Accounts and Originator Specified Accounts is in the name of an Originator, and such Originator owns and has good and marketable title to the such accounts free and clear of any Adverse Claim. The Originator has delivered to the Administrative Agent a fully executed Originator Account Agreement relating to the Originator Collection Accounts, pursuant to which the applicable Account Bank has agreed to comply with the instructions originated by the Administrative Agent directing the disposition of funds in the Originator Collection Accounts without further consent by the Seller, the Servicer or any other Person. The Administrative Agent has “control” (as defined in Section 9-104 of the UCC) over the Originator Collection Accounts.
(ff)    Seller has complied in all material respects with the Credit and Collection Policy and has not, since the Effective Date, made any changes in the Credit and Collection Policy that would impair in any material respect the collectability, value, validity or enforceability of, or increase the days to pay or Dilution with respect to, any Pool Asset or otherwise have a Material Adverse Change with respect to Seller without the consent of the Required Purchasers.
(gg)    Each remittance of Collections by or on behalf of Seller to Administrative Agent under this Agreement will have been (i) in payment of a debt incurred by Seller in the ordinary course of business or financial affairs of Seller and (ii) made in the ordinary course of business or financial affairs of Seller.
(hh)    Immediately prior to and as of the Effective Date, no event has occurred and is continuing and no condition exists, that constitutes, individually or in the aggregate, (i) an Event of Default, (ii) an Unmatured Event of Default, (iii) a Servicer Termination Event or (iv) an Unmatured Servicer Termination Event, in each case, as such capitalized terms in clauses (i) through (iv) are defined in the Original Agreement.
(ii)    Immediately prior to and as of the Effective Date, each of the representations and warranties of the Seller contained in the Original Agreement that are qualified as to materiality are true and correct, and each not so qualified are true and correct in all material respects, in each case, on and as of the Effective Date as though made on and as of the Effective Date (except to the extent such representations and warranties explicitly refer solely to an earlier date or period, in which case they shall be true and correct as of such earlier date or period).
(jj)    As of the Omnibus Amendment Effective Date, Seller has delivered to the Administrative Agent a Beneficial Ownership Certification and the information included in such Beneficial Ownership Certification is true and correct in all respects.
SECTION 6.2 Representations and Warranties of CHS. CHS, individually and as Servicer, represents and warrants, as of the Effective Date and as of each date on which a Purchase or Reinvestment is made, as follows:
(a)    CHS is a corporation duly formed and existing in good standing and whose by-laws provide that it shall be governed by the laws of the State of Minnesota; has all necessary corporate power to carry on its present business; and has made all necessary filings in order to be licensed or qualified and in good standing in each jurisdiction in which the nature of the business transacted by it or the nature of the
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property owned or leased by it makes such licensing or qualification necessary and in which the failure to be so licensed or qualified would have a Material Adverse Change with respect to CHS.
(b)    The execution, delivery and performance by Servicer of each Transaction Document to which it is party and each other document to be delivered by it thereunder, (i) are within its corporate powers, (ii) have been duly authorized by all necessary corporate action, (iii) do not contravene, violate or breach (1) its by-laws or its other organizational documents, (2) any Applicable Law, (3) any Contractual Obligation of or affecting Servicer or any of its properties, or (4) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property and (iv) do not result in the creation or imposition of any Adverse Claim upon any of its properties pursuant to the terms of any such Contractual Obligation, other than this Agreement and the other Transaction Documents.
(c)    Each Transaction Document to which Servicer is party has been duly executed and delivered by Servicer.
(d)    No authorization or approval or other action by, and no notice to, license from or filing with, any Governmental Authority is required for the due execution, delivery and performance by Servicer of each Transaction Document to which it is party or any other document to be delivered by it thereunder.
(e)    Each Transaction Document to which Servicer is a party constitutes a legal, valid and binding obligation of Servicer, enforceable against it in accordance with its terms, except as limited by bankruptcy, insolvency, moratorium, fraudulent conveyance or other laws relating to the enforcement of creditors’ rights generally and general principles of equity (regardless of whether enforcement is sought at equity or law).
(f)    There is no pending or, to its knowledge, threatened action, proceeding, investigation or injunction, writ or restraining order affecting Servicer or any of its Affiliates before any Governmental Authority which could reasonably be expected to result in a Material Adverse Change with respect to Servicer.
(g)    Servicer is Solvent and no Insolvency Event has occurred with respect to Servicer.
(h)    Since the date of the Servicer’s most recent audited financial statements, no Material Adverse Change or event which, individually or in the aggregate, is reasonably likely to result in a Material Adverse Change has occurred with respect to Servicer.
(i)    No Change of Control has occurred.
(j)    All information furnished by or on behalf of Servicer to the Administrative Agent or any other Affected Party for purposes of or in connection with any Information Package, the Transaction Documents or any transaction contemplated thereby is, at the time the same is furnished, taken as a whole, true and accurate in all material respects and such information does not omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
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(k)    Servicer is not required to register as an investment company under the Investment Company Act.
(l)    No transaction contemplated by the Sale Agreement requires compliance by it with any bulk sales act or similar law.
(m)    Each Asset included in the Net Pool Balance as an Eligible Receivable or Eligible Loan, as applicable, on the date of any Purchase or Reinvestment or on the date of any Information Package was an Eligible Receivable or Eligible Loan, as applicable, on such date. Upon and after giving effect to any Purchase or Reinvestment to be made on such date, sufficient Eligible Receivables exist in the Receivables Pool and sufficient Eligible Loans exist in the Loan Pool such that (i) the Total Committed Investment will not exceed the Purchasers’ Total Commitment, (ii) the Total Uncommitted Investment will not exceed the Purchasers’ Total Uncommitted Amount, and (ii) the Total Investment will not exceed the sum of the Receivables Investment Base and the Loan Investment Base.
(n)    Since the Effective Date, there has been no material adverse change in the ability of Servicer to service, enforce or otherwise collect the Pool Assets and the Related Security.
(o)    No event has occurred and is continuing and no condition exists, or would result from any Purchase or Reinvestment hereunder, that constitutes, individually or in the aggregate, an Event of Default, an Unmatured Event of Default, a Servicer Termination Event or an Unmatured Servicer Termination Event.
(p)    Servicer is in compliance in all material respects with the Receivable Documentation relating to the Pool Receivables and the Loan Documents relating to the Pool Loans, and none of the (i) Pool Receivables or the Receivable Documentation related thereto and (ii) Pool Loans or the Loan Documents related thereto are subject to any defense, dispute, Dilution or any offset, counterclaim or other defense, whether arising out of the transactions contemplated by this Agreement or any other Transaction Document or independently thereof.
(q)    No effective financing statement or other instrument similar in effect covering any Pool Asset or any other Seller Assets is on file in any recording office (except any financing statements or other instruments filed pursuant to this Agreement or any other Transaction Document), and, to the knowledge of Servicer, no competing notice or notice inconsistent with the transactions contemplated in this Agreement is in effect with respect to any Account Debtor or Obligor.
(r)    Servicer has filed all material tax returns and reports required by Applicable Law to have been filed by it and has paid all material taxes, assessments and governmental charges, to its knowledge, owing by it, other than any such taxes, assessments or charges that are not yet delinquent or are being contested in good faith by appropriate proceedings.
(s)    The facts regarding Seller, each Originator, Servicer, Performance Guarantor, the Pool Assets, the Related Assets and the related matters set forth or assumed in each of the opinions of counsel delivered in connection with this Agreement and the Transaction Documents are true and correct in all material respects.
(t)    Policies and procedures have been implemented and maintained by or on behalf of CHS that are designed to achieve compliance by CHS and each of its respective
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Subsidiaries, Affiliates, directors, officers, employees and agents with Anti-Corruption Laws, Anti-Terrorism Laws and Sanctions, giving due regard to the nature of such Person’s business and activities, and CHS, its respective Subsidiaries, Affiliates, officers, employees and directors, and, to the knowledge of CHS, agents acting in any capacity in connection with or directly benefitting from the credit facility established hereby, are in compliance with Anti-Corruption Laws, Anti-Terrorism Laws, and Sanctions in all material respects (other than as disclosed in CHS’s Annual Report on Form 10-K for the fiscal year ended August 31, 2018, none of which could reasonably be expected to have a material impact on CHS and its Subsidiaries taken as a whole or any Purchaser). (i) None of CHS or any of its Subsidiaries, Affiliates, directors, officers or employees, or, to the knowledge of CHS, agents that will act in any capacity in connection with or directly benefit from the credit facility established hereby, is a Sanctioned Person, (ii) neither CHS nor any of its Subsidiaries is organized or resident in a Sanctioned Country and (iii) CHS has not violated, been found in violation of or is under investigation by any Governmental Authority for possible violation of any Anti-Corruption Laws, Anti-Terrorism Laws, or of any Sanctions (other than as disclosed in CHS’s Annual Report on Form 10-K for the fiscal year ended August 31, 2018, none of which could reasonably be expected to have a material impact on CHS and its Subsidiaries taken as a whole or any Purchaser). No Purchase or Reinvestment or use of proceeds thereof by CHS or any of its Subsidiaries or Affiliates will be used in any manner that will violate Anti-Corruption Laws, Anti-Terrorism Laws or Sanctions.
(u)    None of the Servicer, any Affiliate of the Servicer or any third party with which the Servicer or any Affiliate thereof has contracted has delivered, in writing or orally, to any Rating Agency, any Transaction Information without providing such Transaction Information to the applicable Purchaser Agent prior to delivery to such Rating Agency and has not participated in any oral communications with respect to Transaction Information with any Rating Agency without the participation of such Purchaser Agent.
(v)    Each of the Concentration Account and each Seller Collection Account constitutes a “deposit account” within the meaning of the applicable UCC. The Concentration Account and each Seller Collection Account are in the name of the Seller, and the Seller owns and has good and marketable title to the Concentration Account and each Seller Collection Account free and clear of any Adverse Claim. The Seller has delivered to the Administrative Agent a fully executed Seller Account Agreement relating to the Concentration Account and each Seller Collection Account, pursuant to which the applicable Account Bank has agreed to comply with the instructions originated by the Administrative Agent directing the disposition of funds in the Concentration Account or the Seller Collection Accounts, as applicable, without further consent by the Seller, the Servicer or any other Person. The Administrative Agent has “control” (as defined in Section 9-104 of the UCC) over the Concentration Account and each Seller Collection Account.
(w)    Each of the Originator Collection Accounts and Originator Specified Accounts constitutes a “deposit account” within the meaning of the applicable UCC. Each of the Originator Collection Accounts and Originator Specified Accounts is in the name of an Originator, and such Originator owns and has good and marketable title to such accounts free and clear of any Adverse Claim. The Originator has delivered to the Administrative Agent a fully executed Originator Account Agreement relating to the Originator Collection Accounts, pursuant to which the applicable Account Bank has agreed to comply with the instructions originated by the Administrative Agent directing the disposition of funds in the Originator Collection Accounts without further consent by
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the Seller, the Servicer or any other Person. The Administrative Agent has “control” (as defined in Section 9-104 of the UCC) over the Originator Collection Accounts.
(x)    Servicer has complied in all material respects with the Credit and Collection Policy and has not, since the Effective Date, made any changes in the Credit and Collection Policy that would impair in any material respect the collectability, value, validity or enforceability of, or increase the days to pay or Dilution with respect to, any Pool Asset or otherwise have a Material Adverse Change with respect to Servicer without the consent of the Required Purchasers.
(y)    Immediately prior to and as of the Effective Date, no event has occurred and is continuing and no condition exists, that constitutes, individually or in the aggregate, (i) an Event of Default, (ii) an Unmatured Event of Default, (iii) a Servicer Termination Event or (iv) an Unmatured Servicer Termination Event, in each case, as such capitalized terms in clauses (i) through (iv) are defined in the Original Agreement.
(z)    Immediately prior to and as of the Effective Date, each of the representations and warranties of CHS contained in the Original Agreement that are qualified as to materiality are true and correct, and each not so qualified are true and correct in all material respects, in each case, on and as of the Effective Date as though made on and as of the Effective Date (except to the extent such representations and warranties explicitly refer solely to an earlier date or period, in which case they shall be true and correct as of such earlier date or period).
ARTICLE VII

GENERAL COVENANTS OF SELLER AND SERVICER
SECTION 7.1 Covenants of Seller. From the Effective Date until the Final Payout Date:
(a)    Existence. Seller will preserve, renew and maintain in full force and effect its limited liability company existence and good standing under the laws of the jurisdiction of its organization and take all reasonable action to maintain all rights, privileges, permits and licenses necessary in the normal conduct of its business. Seller will at all times be organized under the laws of the State of Delaware and shall not take any action to change its jurisdiction of organization. Seller will keep its principal place of business and chief executive office and the office where it keeps its records concerning the Pool Assets (unless then held by the Custodian) at the address set forth in Schedule 13.2 or, upon 30 days’ prior written notice to the Administrative Agent, at any other locations in jurisdictions where all actions reasonably requested by the Administrative Agent or any Purchaser Agent or otherwise necessary to protect, perfect and maintain the Administrative Agent’s ownership and security interest in the Pool Assets and the other Seller Assets have been taken and completed.
(b)    Compliance with Laws. Seller will comply in all material respects with all Applicable Laws with respect to it, the Pool Receivables and the Receivable Documentation and the Pool Loans and the Loan Documents.
(c)    Books and Records. Seller will keep its books and accounts in accordance with GAAP and shall make a notation on its books and records, including any computer files, to indicate which Assets have been pledged to the Administrative Agent. Seller will maintain such books and accounts in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over it. Other than
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Custodian File held by Custodian in accordance with the Custodian Agreement, Seller will maintain and implement administrative and operating procedures (including an ability to recreate records evidencing (i) Receivables and related Receivable Documentation and (ii) Loans and related Loan Documents in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary for collecting all Pool Assets (including records adequate to permit the daily identification of each Asset and all collections of and adjustments to each existing Asset).
(d)    Sales, Liens and Debt. Seller will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Adverse Claim upon or with respect to, the Pool Assets or any other Seller Assets or upon or with respect to any account or lockbox to which Collections are required to be sent, or assign any right to receive income in respect thereof, in each case, except the dispositions to the Administrative Agent contemplated hereunder and the Adverse Claims in favor of the Administrative Agent created hereunder.
(e)    Extension or Amendment of Assets. Seller will not (i) extend, or otherwise amend or modify the payment terms under any Pool Asset or (ii) otherwise waive or permit or agree to any deviation from the terms or conditions of any Pool Asset. Seller will not take, or cause to be taken, any action that reduces the amount payable of any Pool Asset or materially impairs the full and timely collection thereof.
(f)    Audits and Visits. Seller will, upon reasonable advance notice of not less than five (5) Business Days (or at any time following the occurrence of an Event of Default that has not been waived in accordance with this Agreement), during regular business hours, permit the Administrative Agent and each Purchaser Agent and representatives thereof at Seller’s expense, (i) to examine and make abstracts from all books, records and documents (including computer tapes and disks) in its possession or under its control relating to Pool Assets and the other Seller Assets, including the Receivable Documentation and Loan Documents, and (ii) to visit its offices and properties for the purpose of examining and auditing such materials described in clause (i) above, and, subject to the foregoing, to discuss matters relating to Pool Assets or its performance hereunder or under the related Receivable Documentation and Loan Documents with any of its officers having knowledge of such matters, in each case, at such reasonable times and as often as may reasonably be desired by the Administrative Agent or any such Purchaser Agent; provided, however, that unless an Event of Default has occurred that has not been waived in accordance with this Agreement, Seller shall be required to reimburse the Administrative Agent and the Purchaser Agents for the costs and expenses related to (x) only one such audit or visitation during any calendar year, (y) any audit following a material change in the systems of Seller or Servicer that occurs after any audit specified in clause (x) or (z) any follow-up audit that is required as a result of any audit specified in clauses (x) or (y).
(g)    Reporting Requirements. Seller will provide to the Administrative Agent the following:
(i)    as soon as available and in any event within ninety (90) days after the end of each annual accounting period of CHS, a copy of the balance sheet of Seller as of the last day of the period then ended and the statements of income and cash flows of Seller for the period then ended, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous fiscal year, accompanied by a statement of Seller (with, if necessary, qualifications related to changes in GAAP), to the effect that the financial
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statements have been prepared in accordance with GAAP and present fairly in accordance with GAAP the financial condition of Seller as of the close of such fiscal year and the results of its operations and cash flows for the fiscal year then ended; provided that each annual financial statement required pursuant to this clause (i) shall be accompanied by the related Compliance Certificate (as defined in the CHS Credit Agreement) delivered pursuant to Subsection 11.2.1 of the CHS Credit Agreement;
(ii)    at least 30 days prior to any change in Seller’s name or jurisdiction of organization, a notice setting forth the new name or jurisdiction, as applicable, and the proposed effective date thereof;
(iii)    such data, reports and information relating to the Pool Assets and the other Seller Assets reasonably requested by the Administrative Agent or any Purchaser Agent from time to time;
(iv)    promptly (and in no event later than five (5) Business Days) following knowledge or notice thereof, written notice in reasonable detail of any Adverse Claim or dispute asserted or claim made against a Pool Asset or any other Seller Assets;
(v)    promptly (and in no event later than five (5) Business Days) following knowledge or notice thereof, written notice in reasonable detail of the failure of any representation or warranty made or deemed to be made by Seller under this Agreement or any other Transaction Document to be true and correct in any material respect when made;
(vi)    promptly (and in no event later than three (3) Business Days) following knowledge or notice thereof, written notice in reasonable detail of the occurrence of any Event of Default, Unmatured Event of Default, Servicer Termination Event or Unmatured Servicer Termination Event and the action that Seller proposes to take with respect thereto;
(vii)    at least fifteen (15) days prior to (i) the effectiveness of any change in or amendment to the Credit and Collection Policy, a description or, if available, a copy of the Credit and Collection Policy after giving effect to such change or amendment and a written notice (A) indicating such change or amendment and (B) if such proposed change or amendment would be reasonably likely to adversely affect the value, validity, enforceability or collectability of, or increase the days to pay or Dilution with respect to, any Pool Asset or decrease the credit quality of any newly created Asset, requesting the consent of the Required Purchasers thereto (which consent shall not be unreasonably withheld, conditioned or delayed) and (ii) Seller making any change or changes in the character of its business, written notice indicating such change and requesting the consent of the Required Purchasers thereto (which consent shall not be unreasonably withheld, conditioned or delayed);
(viii)    promptly (and in no event later than five (5) Business Days) following receipt thereof, a copy of all periodic statements regarding the Seller Collection Accounts from the applicable Account Banks; and
(ix)    as soon as possible and in any event within three (3) Business Days after knowledge or notice of the occurrence thereof, written notice of any matter that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change with respect to Seller.
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(h)    Further Assurances. Seller will, at its expense, promptly execute, deliver and file all further instruments and documents (including UCC-3 financing statement amendments and continuation statements) necessary or desirable, and take all further action that the Administrative Agent or any Purchaser Agent may reasonably request, from time to time, in order to perfect, protect or more fully evidence the Administrative Agent’s first priority perfected security interest in the Pool Assets and the other Seller Assets, or to enable the Administrative Agent to exercise or enforce the rights of the Administrative Agent or any other Affected Party hereunder or under or in connection with the Pool Assets and the other Seller Assets. In connection with any change in its name or jurisdiction of organization, Seller will, at its expense, cause to be delivered to the Administrative Agent (i) one or more opinions of counsel to Seller, in form and substance reasonably acceptable to the Administrative Agent, as to such corporate and UCC perfection matters as the Administrative Agent may request at such time and (ii) one or more certificates of a Responsible Officer of Seller, in form and substance reasonably acceptable to the Administrative Agent, with respect to the review of UCC search results.
(i)    Taxes. Seller will pay any and all taxes relating to the transactions contemplated under this Agreement, including the sale, transfer and assignment of each Pool Asset and the other Seller Assets, unless the same are being contested in good faith by appropriate proceedings and adequate reserves in accordance with GAAP are being maintained by Seller.
(j)    Perform Terms. Seller will duly perform and comply in all material respects with all terms under the Receivable Documentation and Loan Documents and promptly inform the Administrative Agent and each Purchaser Agent of any breach or default by Seller or any Account Debtor or Obligor of any of the terms thereof.
(k)    Not Adversely Affect the Administrative Agent’s Rights. Seller will refrain from any act or omission which, individually or in the aggregate, could reasonably be expected to prejudice, diminish or limit, in each case in any material respect, the Administrative Agent’s or any other Affected Party’s rights under or with respect to any of the Pool Assets, any other Seller Assets or this Agreement, except to the extent such act or omission is expressly permitted under this Agreement, any other Transaction Document.
(l)    Compliance with Credit and Collection Policy. Seller will comply with the Credit and Collection Policy in all material respects in connection with the enforcement and collection of Pool Assets and the other Seller Assets.
(m)    Anti-Corruption Laws and Sanctions. Seller shall ensure that policies and procedures are maintained and enforced by or on behalf of Seller to promote and achieve compliance by the Seller, Originators and each of their Subsidiaries, Affiliates, and their respective directors, officers, employees and agents, with Anti-Corruption Laws, Anti-Terrorism Laws and Sanctions. The Seller shall not use or permit its Subsidiaries, Affiliates, or its or their respective directors, officers, employees or agents to use, the proceeds of any Purchase or Reinvestment (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws or Anti-Terrorism Laws, (ii) for the purpose of funding or financing any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, in each case, to the extent doing so would violate any Sanctions, or (iii) in any other manner that would result in liability to any Person under any applicable Sanctions or result in the violation of any Anti-Corruption Laws, Anti-Terrorism Laws or Sanctions. Neither the Seller nor any of
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its Subsidiaries, Affiliates or any director, officer, employee, agent or other Person acting on behalf of the Seller or any of its Subsidiaries in any capacity in connection with or directly benefitting from this Agreement will engage in, or will conspire to engage in, any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Corruption Laws, Anti-Terrorism Laws and Sanctions.
(n)    No Change in Business, Credit and Collection Policy or Organizational Documents. Seller shall not (i) make any change in (A) the character of its business without the prior written consent of the Required Purchasers or (B) the Credit and Collection Policy, which change would impair in any material respect the collectability, value, validity or enforceability of, or increase the days to pay or Dilution with respect to, any Pool Asset or otherwise have a Material Adverse Change with respect to Seller without the prior written consent of the Required Purchasers, or (ii) amend or otherwise modify its limited liability company agreement or certificate of formation, in either case, without the prior written consent of the Required Purchasers.
(o)    Mergers, Acquisitions, Sales, etc. Seller shall not (i) change its jurisdiction of organization, or make any other change such that any financing statement filed in connection with the Transaction Documents would become seriously misleading or would otherwise be rendered ineffective, (ii) be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any stock of any class of, or any partnership or joint venture interest in, any other Person, (iii) sell, transfer, convey, contribute or lease all or any substantial part of its assets, or sell or assign with or without recourse any Assets or any interest therein to any Person (other than pursuant hereto and to any Transaction Document) or (iv) have any Subsidiaries or make any investments in any other Person.
(p)    Debt and Business Activity. Except for Seller’s obligation to pay the “Payoff Amount” as defined in the Payoff Letter and any contingent indemnification obligations arising under the Payoff Letter that are not then due and payable, Seller shall not incur, assume, guarantee or otherwise become directly or indirectly liable for or in respect of any Debt or other obligation, purchase any asset (or make any investment by share purchase, loan or otherwise) or engage in any other activity (whether or not pursued for gain or other pecuniary advantage), in any case, other than as will occur pursuant to the Transaction Documents.
(q)    Payment of Obligations. The Seller shall duly and punctually pay Deemed Collections, Repurchase Payments, Yield, fees and all other amounts payable by the Seller hereunder in accordance with the terms of this Agreement.
(r)    Collection Accounts; Lockbox; Originator Specified Accounts. The Seller shall (i) direct (x) each Account Debtor to pay all amounts owing under the Pool Receivables only to a Lockbox, a Collection Account, an Originator Specified Account or the Concentration Account and (y) each Obligor to pay all amounts owing under the Pool Loans only to a Seller Collection Account or the Concentration Account, (ii) not to change such payment instructions while any Pool Assets remain outstanding, (iii)  take any and all other reasonable actions, including actions reasonably requested by the Administrative Agent, to ensure that all amounts owing under the Pool Assets will be deposited in accordance with clause (i), (iv) hold in trust and cause the Servicer to hold in trust as the Affected Parties’ exclusive property and safeguard for the benefit of the Affected Parties all Collections and other amounts remitted or paid to the Seller or the Servicer (or any of their respective Affiliates) in respect of Pool Assets for prompt deposit into the Concentration Account in the manner set forth below, (v) cause the
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Servicer to deposit in a Collection Account all Collections remitted to an Originator Specified Account within two (2) days following receipt thereof and (vi) cause the Servicer to endorse, to the extent necessary, all checks or other instruments received in any Lockbox so that the same can be deposited in a Collection Account, in the form so received (with all necessary endorsements), on the first Business Day after the date of receipt thereof. The Seller shall not deposit or otherwise credit, or cause or permit to be so deposited or credited, to any Seller Collection Account any amounts other than Collections or proceeds thereof. The Seller shall not terminate or permit the termination of any Collection Account, Originator Specified Account or Lockbox or any Account Agreement without the prior written consent of the Required Purchasers.
(s)    Concentration Account. The Seller shall deposit or cause to be deposited in the Concentration Account all Available Collections and other amounts received by Seller, Servicer or an Originator (or any of their respective Affiliates) or deposited in a Lockbox, an Originator Specified Account or a Collection Account, in each case, with respect to Pool Assets or any other Seller Assets (whether such amounts were received by Seller directly or otherwise) without adjustment, setoff or deduction of any kind or nature no later than the Business Day preceding the Settlement Date immediately succeeding receipt thereof; provided that, so long as no Unmatured Event of Default or Event of Default exists, the Seller shall not be required to deposit Collections on the Business Day preceding the next Settlement Date in excess of the aggregate amount the Seller is required to pay on such Settlement Date in accordance with Section 3.1(d). The Seller shall take any and all other actions, including actions reasonably requested by the Administrative Agent, to ensure that all amounts owing under the Pool Assets and the other Seller Assets will be deposited in the Concentration Account in a timely manner pursuant to the terms of this Agreement. The Seller shall not deposit or otherwise credit, or cause or permit to be so deposited or credited, to the Concentration Account any amounts other than Collections or proceeds thereof. The Seller shall not terminate or permit the termination of the Concentration Account without the prior written consent of the Required Purchasers.
(t)    Misdirected Payments. If the Seller receives a misdirected payment of a Pool Asset from any Account Debtor or Obligor, the Seller shall remit such funds to a Collection Account no later than two (2) Business Days following receipt thereof. Until remitted to a Collection Account, the Seller shall hold such funds in trust as the Affected Parties’ exclusive property and safeguard such funds for the benefit of the Affected Parties.
(u)    Restricted Payments. Seller shall not declare or pay any dividend or distributions or, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, its membership interests, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in its obligations; provided, however, that so long as no Event of Default or Unmatured Event of Default has occurred and is continuing or would result therefrom,
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Seller may make, or cause to be made, distributions only out of the funds released to the Seller in accordance with Section 3.1.
(v)    Tax Status. Seller shall not take or cause any action to be taken that could result in it being treated as other than a “disregarded entity” within the meaning of U.S. Treasury Regulation § 301.7701-3.
(w)    Right and Title. Seller shall hold all right, title and interest in each Pool Asset, except to the extent that any such right, title or interest has been transferred or granted to Administrative Agent (on behalf of Purchasers).
(x)    Transaction Documents. Without limiting any of Seller’s covenants or agreements set forth herein or in any other Transaction Document, Seller shall comply with each and every of its covenants and agreements under each Transaction Document to which it is a party in any capacity and its certificate of formation and limited liability company agreement.
(y)    Enforcement of Sale Agreement. On its own behalf and on behalf of Purchasers, Purchaser Agents and Administrative Agent, Seller shall (x) promptly enforce all covenants and obligations of each Originator contained in the Sale Agreement and (y) deliver to Administrative Agent and each Purchaser Agent all consents, approvals, directions, notices and waivers and take other actions under the Sale Agreement as may be reasonably directed by the Required Purchasers.
(z)    Use of Funds. Seller shall not use any funds obtained under this Agreement in any manner that conflicts with or contravenes any of Regulations T, U and X promulgated by the Board of Governors of the Federal Reserve System.
(aa)    Delivery of Custodian File and Obligor Notes.
(i)    not later than thirty (30) days following the date on which the Seller acquires an interest in any Pool Loan pursuant to the Sale Agreement, the Seller shall deliver or cause to be delivered directly to the Custodian for the benefit of the Affected Parties the Custodian File relating to such Pool Loan, and shall cause the related Obligor Note to be (i) duly indorsed in blank with note transfer powers in the form set forth in the Custodian Agreement and (ii) delivered to the Custodian.
(ii)    not later than thirty (30) days following any amendment or modification to any Loan Document, the Seller shall deliver or cause to be delivered such Loan Document to the Custodian.
(bb)    Beneficial Ownership Certification. Promptly following any change in the information included in a Beneficial Ownership Certification that would result in a change to the list of beneficial owners or control party identified in such Beneficial Ownership Certification, or a change in the address of any beneficial owners or control party, Seller shall execute and deliver to the Administrative Agent an updated Beneficial Ownership Certification.
SECTION 7.1 Covenants of CHS. From the Effective Date until the Final Payout Date:
(a)    Existence. Servicer will preserve, renew and maintain in full force and effect its corporate existence and good standing under the laws of the jurisdiction of its
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organization and take all reasonable action to maintain all rights, privileges, permits and licenses necessary in the normal conduct of its business. Servicer will keep the office where it keeps its records concerning the Pool Assets (unless then held by the Custodian) at the address set forth in Schedule 13.2 or, upon 30 days’ prior written notice to the Administrative Agent, at any other locations in jurisdictions where all actions reasonably requested by the Administrative Agent or any Purchaser Agent or otherwise necessary to protect, perfect and maintain the Administrative Agent’s security interest in the Pool Assets and the other Seller Assets have been taken and completed.
(b)    Compliance with Laws. Servicer will comply in all material respects with all Applicable Laws with respect to it, the Pool Receivables and the Receivable Documentation and the Pool Loans and the Loan Documents and the servicing and collection thereof.
(c)    Books and Records. Servicer will keep its books and accounts in accordance with GAAP and shall make a notation on its books and records, including any computer files, to indicate which Assets have been pledged to the Administrative Agent. Servicer will maintain such books and accounts in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over it. Other than Records held by Custodian in accordance with the Custodian Agreement, Servicer will maintain and implement administrative and operating procedures (including an ability to recreate records evidencing Receivables and related Receivable Documentation and Loans and related Loan Documents in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary for collecting all Pool Assets (including records adequate to permit the daily identification of each Asset and all collections of and adjustments to each existing Asset).
(d)    Extension or Amendment of Assets. Servicer will not (i) extend, or otherwise amend or modify, the principal payment terms under any Pool Asset, unless approved in writing in advance by the Required Purchasers, or (ii) otherwise waive or permit or agree to any deviation from the terms or conditions of any Pool Asset, except in the case of clause (ii), in accordance with the Credit and Collection Policy. Servicer will not take, or cause to be taken, any action that reduces the amount payable of any Pool Asset or materially impairs the full and timely collection thereof unless (i) approved in writing in advance by the Required Purchasers or (ii) such reduction in the amount of such Pool Asset is paid to the Administrative Agent by the Servicer as a Deemed Collection in accordance with Section 3.2(a).
(e)    Audits and Visits. Servicer will, upon reasonable advance notice of not less than five (5) Business Days (or at any time following the occurrence of an Event of Default that has not been waived in accordance with this Agreement), during regular business hours, permit the Administrative Agent and each Purchaser Agent and representatives thereof, at Servicer’s expense, (i) to examine and make abstracts from all books, records and documents (including computer tapes and disks) in its possession or under its control relating to Pool Assets and the other Seller Assets, including the Receivable Documentation and Loan Documents, and (ii) to visit its offices and properties for the purpose of examining and auditing such materials described in clause (i) above, and, subject to the foregoing, to discuss matters relating to Pool Assets or its performance hereunder or under the related Receivable Documentation and Loan Documents with any of its officers having knowledge of such matters, in each case, at such reasonable times and as often as may reasonably be desired by the Administrative Agent or any such Purchaser Agent; provided, however, that unless an Event of Default has occurred that has not been waived in accordance with this Agreement, Servicer shall
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be required to reimburse the Administrative Agent and the Purchaser Agent for the costs and expenses related to (x) only one such audit or visitation during any calendar year, (y) any audit following a material change in the systems of Seller or Servicer that occurs after any audit specified in clause (x) or (z) any follow-up audit that is required as a result of any audit specified in clauses (x) or (y).
(f)    Reporting Requirements. Servicer will provide to the Administrative Agent the following:
(i)    as soon as available and in any event within sixty (60) days after the end of each of the first three quarterly accounting periods of CHS, a copy of the consolidated balance sheet of CHS and its Subsidiaries as of the last day of such period and the consolidated statement of income of CHS and its Subsidiaries for the fiscal quarter and for the fiscal year-to-date period then ended, prepared by CHS in accordance with GAAP and certified to by a Responsible Officer; provided that delivery within the time period specified above of copies of CHS’s quarterly reports on Form 10-Q prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.2(f)(i); provided, further, that, each quarterly financial statement or Form 10-Q required pursuant to this clause (i) shall be accompanied by the related Compliance Certificate (as defined in the CHS Credit Agreement) delivered pursuant to Subsection 11.2.2 of the CHS Credit Agreement;
(ii)    as soon as available and in any event within ninety (90) days after the end of each annual accounting period of CHS, a copy of the consolidated balance sheet of CHS and its Subsidiaries as of the last day of the period then ended and the consolidated statements of income and cash flows of CHS and its Subsidiaries for the period then ended, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous fiscal year, accompanied by a statement of CHS (with, if necessary, qualifications related to changes in GAAP), to the effect that the financial statements have been prepared in accordance with GAAP and present fairly in accordance with GAAP the consolidated financial condition of CHS and its Subsidiaries as of the close of such fiscal year and the results of their operations and cash flows for the fiscal year then ended; provided that delivery within the time period specified above of copies of CHS’s annual report on Form 10-K prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.2(f)(ii); provided, further, that, each annual financial statement or Form 10-K required pursuant to this clause (ii) shall be accompanied by the related Compliance Certificate (as defined in the CHS Credit Agreement) delivered pursuant to Subsection 11.2.1 of the CHS Credit Agreement;
(iii)    at least 30 days prior to any change in Servicer’s name or jurisdiction of organization, a notice setting forth the new name or jurisdiction, as applicable, and the proposed effective date thereof;
(iv)    such data, reports and information relating to the Pool Assets and the other Seller Assets reasonably requested by the Administrative Agent or any Purchaser Agent from time to time;
(v)    promptly (and in no event later than five (5) Business Days) following knowledge or notice thereof, written notice in reasonable detail of any Adverse Claim or dispute asserted or claim made against a Pool Asset or any other Seller Assets;
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(vi)    promptly (and in no event later than five (5) Business Days) following knowledge or notice thereof, written notice in reasonable detail of the failure of any representation or warranty made or deemed to be made by Servicer under this Agreement or any other Transaction Document to be true and correct in any material respect when made;
(vii)    promptly (and in no event later than three (3) Business Days) following knowledge or notice thereof, written notice in reasonable detail of the occurrence of any Event of Default, Unmatured Event of Default, Servicer Termination Event or Unmatured Servicer Termination Event and the action that the Servicer proposes to take with respect thereto;
(viii)    at least fifteen (15) days prior to (i) the effectiveness of any change in or amendment to the Credit and Collection Policy, a description or, if available, a copy of the Credit and Collection Policy after giving effect to such change or amendment and a written notice (A) indicating such change or amendment and (B) if such proposed change or amendment would be reasonably likely to adversely affect the value, validity, enforceability or collectability of, or increase the days to pay or Dilution with respect to, any Pool Asset or decrease the credit quality of any newly created Asset, requesting the consent of the Required Purchasers thereto (which consent shall not be unreasonably withheld, conditioned or delayed) and (ii) Servicer making any material change or changes in the character of its business, written notice indicating such change and requesting the consent of the Required Purchasers thereto (which consent shall not be unreasonably withheld conditioned or delayed);
(ix)    promptly (and in no event later than five (5) Business Days) following receipt thereof, a copy of all periodic statements regarding the Originator Collection Accounts from the applicable Account Banks; and
(x)    as soon as possible and in any event within three (3) Business Days after knowledge or notice of the occurrence thereof, written notice of any matter that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change with respect to Servicer.
(g)    Perform Terms. Servicer will duly perform and comply in all material respects with all terms under the Receivable Documentation and Loan Documents and promptly inform the Administrative Agent and each Purchaser Agent of any breach or default by Servicer or any Account Debtor or Obligor of any of the terms thereof.
(h)    Not Adversely Affect the Administrative Agent’s Rights. Servicer will refrain from any act or omission which, individually or in the aggregate, could reasonably be expected to prejudice, diminish or limit, in each case in any material respect, the Administrative Agent’s or any other Affected Party’s rights under or with respect to any of the Pool Assets, any other Seller Assets or this Agreement, except to the extent such act or omission is expressly permitted under this Agreement or any other Transaction Document.
(i)    Compliance with Credit and Collection Policy. Servicer will comply with the Credit and Collection Policy in all material respects in connection with the enforcement and collection of Pool Assets and Related Security.
(j)    Anti-Corruption Laws and Sanctions. Servicer shall ensure that policies and procedures are maintained and enforced by or on behalf of Servicer to promote and
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achieve compliance by Servicer and each of its Subsidiaries, Affiliates, and their respective directors, officers, employees and agents, with Anti-Corruption Laws, Anti-Terrorism Laws and Sanctions. Servicer shall not use or permit its Subsidiaries, Affiliates, or its or their respective directors, officers, employees or agents to use, the proceeds of any Purchase or Reinvestment (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws or Anti-Terrorism Laws, (ii) for the purpose of funding or financing any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, in each case, to the extent doing so would violate any Sanctions, or (iii) in any other manner that would result in liability to any Person under any applicable Sanctions or result in the violation of any Anti-Corruption Laws, Anti-Terrorism Laws or Sanctions. Neither Servicer nor any of its Subsidiaries, Affiliates or any director, officer, employee, agent or other Person acting on behalf of Servicer or any of its Subsidiaries in any capacity in connection with or directly benefitting from this Agreement will engage in, or will conspire to engage in, any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Corruption Laws, Anti-Terrorism Laws and Sanctions.
(k)    No Change in Business or Credit and Collection Policy or Organizational Documents. Servicer shall not make any change in (A) the character of its business without the prior written consent of the Required Purchasers or (B) the Credit and Collection Policy, which change would impair in any material respect the collectability, value, validity or enforceability of, or increase the days to pay or Dilution with respect to, any Pool Asset or otherwise have a Material Adverse Change with respect to Seller without the prior written consent of the Required Purchasers.
(l)    Collection Accounts; Lockbox; Originator Specified Accounts. The Servicer shall (i) direct (x) each Account Debtor to pay all amounts owing under the Pool Receivables only to a Lockbox, a Collection Account, an Originator Specified Account or the Concentration Account and (y) each Obligor to pay all amounts owing under the Pool Loans only to a Seller Collection Account or the Concentration Account, (ii) not to change such payment instructions while any Pool Assets remain outstanding, (iii)  take any and all other reasonable actions, including actions reasonably requested by the Administrative Agent, to ensure that all amounts owing under the Pool Assets will be deposited in accordance with clause (i), (iv) hold in trust as the Affected Parties’ exclusive property and safeguard for the benefit of the Affected Parties all Collections and other amounts remitted or paid to the Seller or the Servicer (or any of their respective Affiliates) in respect of Pool Assets for prompt deposit into the Concentration Account in the manner set forth below, (v) deposit in a Collection Account all Collections remitted to an Originator Specified Account within two (2) days following receipt thereof and (vi) endorse, to the extent necessary, all checks or other instruments received in any Lockbox so that the same can be deposited in a Collection Account, in the form so received (with all necessary endorsements), on the first Business Day after the date of receipt thereof. The Servicer shall not deposit or otherwise credit, or cause or permit to be so deposited or credited, to a Lockbox, a Collection Account or an Originator Specified Account any amounts other than Collections or proceeds thereof; provided that the Servicer may permit collections and proceeds of accounts receivable described in clauses (a) – (d) of the definition of Receivable that arise under the Originators’ energy and crop nutrient business and do not constitute Collections to be deposited into an Originator Collection Account or an Originator Specified Account so long as such amounts are (x) not subject to any Adverse Claim and (y) such amounts are removed from such Originator Collection Account or Originator Specified Account within two (2) Business Days of receipt; provided, further, that, at any time an Event of Termination exists, the Servicer shall,
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upon its receipt of a written instruction from the Administrative Agent, direct each obligor of an accounts receivable described in the immediately preceding proviso to make all payments related to such accounts receivables to an account other than an Originator Collection Account or an Originator Specified Account. The Servicer shall not terminate or permit the termination of any Collection Account, Originator Specified Account or Lockbox or any Account Agreement without the prior written consent of the Required Purchasers.
(m)    Concentration Account. The Servicer shall deposit or cause to be deposited in the Concentration Account all Available Collections and other amounts received by Seller, Servicer or Originator (or any of their respective Affiliates) or deposited in a Lockbox, an Originator Specified Account or a Collection Account, in each case, with respect to Pool Assets or any other Seller Assets (whether such amounts were received by Seller directly or otherwise) without adjustment, setoff or deduction of any kind or nature no later than the Business Day preceding the Settlement Date immediately succeeding receipt thereof; provided that, so long as no Unmatured Event of Default or Event of Default exists, the Seller shall not be required to deposit Collections on the Business Day preceding the next Settlement Date in excess of the aggregate amount the Seller is required to pay on such Settlement Date in accordance with Section 3.1(d). The Servicer shall take any and all other actions, including actions reasonably requested by the Administrative Agent, to ensure that all amounts owing under the Pool Assets and the other Seller Assets will be deposited in the Concentration Account in a timely manner pursuant to the terms of this Agreement. The Servicer shall not deposit or otherwise credit, or cause or permit to be so deposited or credited, to the Concentration Account any amounts other than Collections or proceeds thereof. The Servicer shall not terminate or permit the termination of the Concentration Account without the prior written consent of the Required Purchasers.
(n)    Misdirected Payments. If the Servicer receives a misdirected payment of a Pool Asset from any Account Debtor or Obligor, the Servicer shall remit such funds to a Collection Account no later than two (2) Business Days following receipt thereof. Until remitted to a Collection Account, the Servicer shall hold such funds in trust as the Affected Parties’ exclusive property and safeguard such funds for the benefit of the Affected Parties.
(o)    Tax Status. Servicer shall not take or cause any action to be taken that could result in Seller being treated as other than a “disregarded entity” within the meaning of U.S. Treasury Regulation § 301.7701-3.
(p)    Transaction Documents. Without limiting any of Servicer’s covenants or agreements set forth herein or in any other Transaction Document, so long as Servicer is an Originator or Performance Guarantor, Servicer shall comply with each and every of its covenants and agreements as an Originator or Performance Guarantor, as applicable, under each Transaction Document to which it is a party in any capacity.
(q)    Delivery of Custodian File and Obligor Notes.
(i)    not later than thirty (30) days following the date on which the Seller acquires an interest in any Pool Loan pursuant to the Sale Agreement, the Servicer shall deliver or cause to be delivered directly to the Custodian for the benefit of the Affected Parties the Custodian File relating to such Pool Loan, and shall cause the related Obligor Note to be (i) duly indorsed in blank with note transfer powers in the form set forth in the Custodian Agreement and (ii) delivered to the Custodian.
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(ii)    not later than thirty (30) days following any amendment or modification to any Loan Document, the Servicer shall deliver or cause to be delivered such Loan Document to the Custodian.
SECTION 7.3 Full Recourse. Notwithstanding any limitation on recourse contained herein or in any other Transaction Document: (i) Seller has the obligation to pay all Yield and other amounts due under Sections 3.1(c) and 3.4 or under Articles IV or XII (which obligation shall be full recourse general obligations of Seller), and (ii) all obligations of CHS so specified hereunder shall be full recourse general obligations of CHS.
SECTION 7.4 Corporate Separateness; Related Matters and Covenants. Each of Seller and Servicer covenant, until the Final Payout Date, as follows:
(a)    Seller and Servicer shall assure that Seller, Servicer, CHS, Performance Guarantor and Originators (and each of their respective Affiliates) shall observe the applicable legal requirements for the recognition of Seller as a legal entity separate and apart from each of Originators, CHS, Servicer, Performance Guarantor and any of their respective Affiliates other than Seller, and comply with its organizational documents and assuring that each of the following is complied with:
(i)    Seller shall maintain (or cause to be maintained) separate company records and books of account (each of which shall be sufficiently full and complete to permit a determination of Seller’s assets and liabilities and, in the case of such records and books of account, to permit a determination of the obligees thereon and the time for performance of each of Seller’s obligations) from those of Originators, CHS, Servicer, Performance Guarantor and their respective Affiliates (other than Seller);
(ii)    except as otherwise permitted by this Agreement, Seller shall not commingle any of its assets or funds with those of Originators, CHS, Servicer, Performance Guarantor or any of their respective Affiliates (other than Seller);
(iii)    at least one member of Seller’s Board of Managers shall be an Independent Manager and the limited liability company agreement of Seller shall provide: (i) for the same definition of “Independent Manager” as used herein, (ii) that Seller’s Board of Managers shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to Seller unless the Independent Manager shall approve the taking of such action in writing before the taking of such action and (iii) that the provisions required by clauses (i) and (ii) of this sentence cannot be amended except in accordance with this Agreement and without the prior written consent of the Independent Manager and the Required Purchasers;
(iv)    the members and Board of Managers of Seller shall hold all regular and special meetings appropriate to authorize Seller’s actions. The members and managers of Seller may act from time to time by unanimous written consent or through one or more committees in accordance with Seller’s certificate of formation and its limited liability company agreement. Seller shall not take any Material Actions (as defined in its limited liability company agreement) without the consent of all its managers, including its Independent Manager. Appropriate minutes of all meetings of Seller’s members and managers (and committees thereof) shall be kept by Seller;
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(v)    Seller shall compensate its Independent Manager in accordance with Seller’s limited liability company agreement;
(vi)    decisions with respect to Seller’s business and daily operations shall be independently made by Seller and shall not be dictated by Originators, CHS, Servicer or any of their respective Affiliates (except by CHS Capital as a member and/or manager of Seller in accordance with Seller’s limited liability company agreement); provided that Servicer shall administer, service and collect the Pool Assets as contemplated by the Transaction Documents;
(vii)    no transactions shall be entered between Seller, on the one hand and any Originator, Servicer, CHS, Performance Guarantor or any Affiliate of any of them (other than Seller), on the other hand (other than as contemplated hereby and in the other Transaction Documents);
(viii)    Seller shall act solely in its own name and through its own authorized managers, members, directors, officers and agents, except that, as a general matter, the Account Debtors and Obligors will not be informed in the first instance that Servicer is acting on behalf of Seller, that such Originator sold Assets to Seller or that Seller sold Assets to the Administrative Agent;
(ix)    None of Originators, Servicer or any Affiliates of CHS shall be appointed as an agent of Seller, except in the capacity of servicer or subservicer hereunder;
(x)    none of Servicer, Originators, CHS, Performance Guarantor or any of their respective Affiliates shall advance funds or credit to Seller; and none of Servicer, Originators, CHS or any Affiliate of Servicer, Originators, Performance Guarantor or CHS will otherwise supply funds or credit to, or guarantee any obligation of, Seller except as expressly contemplated by the Transaction Documents;
(xi)    Seller shall maintain a separate space which shall be physically separate from space occupied by Originators, Servicer, Performance Guarantor or any Affiliate of any Originator, Performance Guarantor or Servicer (but may be in a separate space occupied solely by Seller at the offices of CHS or any Affiliate of CHS) and shall be clearly identified as Seller’s space so it can be identified by outsiders;
(xii)    other than as permitted by the Transaction Documents, Seller shall not guarantee, or otherwise become liable with respect to, any obligation of CHS, Originators, Servicer, Performance Guarantor or any Affiliate thereof (other than Seller);
(xiii)    Seller shall at all times hold itself out to the public under Seller’s own name as a legal entity separate and distinct from its equity holders, members, managers, CHS, Originators, Servicer, Performance Guarantor and each of their respective Affiliates (other than Seller) (the foregoing to include Seller not using the letterhead or telephone number of any such Person);
(xiv)    CHS shall prepare its financial statements in compliance with GAAP consistently applied;
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(xv)    if any of Seller, CHS, Servicer, Performance Guarantor or Originators shall provide any information with respect to the Pool Assets to any creditor of Seller, CHS, Servicer, Performance Guarantor or such Originator, Seller or Servicer, as the case may be, shall also provide (or cause such Originator to provide) to such creditor a notice indicating that the Collections relating to such Pool Assets are held in trust for the Affected Parties;
(xvi)    to the extent required by GAAP, CHS’s financial statements shall disclose the separateness of Seller and that the Pool Assets that are owned by Seller are not available to creditors of CHS or its Affiliates other than Seller;
(xvii)    any allocations of direct, indirect or overhead expenses for items shared between Seller and Originators, Servicer, CHS, Performance Guarantor or any of their respective Affiliates shall be made among Seller and Originators, Servicer, CHS, Performance Guarantor or any of their respective Affiliates to the extent practical on the basis of actual use or value of services rendered and otherwise on a basis reasonably related to actual use or the value of services rendered;
(xviii)    Seller shall not be named, directly or indirectly, as a contingent beneficiary or loss payee on any insurance policy covering the Servicer, Originators, CHS, Performance Guarantor or any Affiliate of any of them (other than Seller) other than insurance policies entered into in the ordinary course of business covering other Affiliates of any of the foregoing;
(xix)    Seller shall maintain adequate capital in light of its contemplated business operations;
(xx)    Seller shall generally maintain an arm’s-length relationship with Originators, Servicer, CHS, Performance Guarantor and their respective Affiliates and each transaction entered into with Seller shall be undertaken in good faith for a bona fide business purpose; and
(xxi)    the Independent Manager shall not at any time serve as a trustee in bankruptcy for Seller, CHS, Originators, Performance Guarantor, Servicer or any of their respective Affiliates.
(b)    Seller and Servicer agree that:
(i)    Seller shall not (A) issue any security of any kind except certificates evidencing membership interests issued to CHS Capital in connection with its formation, or (B) incur, assume, guarantee or otherwise become directly or indirectly liable for or in respect of any Debt or obligation other than as expressly permitted by the Transaction Documents.
(ii)    Seller shall not sell, pledge or dispose of any of its assets, except as permitted by, or as provided in, the Transaction Documents.
(iii)    Seller shall not purchase any asset (or make any investment, by share purchase, loan or otherwise) except as permitted by, or as provided in, the Transaction Documents.
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(iv)    Seller shall not engage in any activity (whether or not pursued for gain or other pecuniary advantage) other than as permitted by the Transaction Documents.
(v)    Seller shall not create, assume or suffer to exist any Adverse Claim on any of its assets other than any Adverse Claim created pursuant to the Transaction Documents.
(vi)    Seller shall not make any payment, directly or indirectly, to, or for the account or benefit of, any owner of any security interest or equity interest in Seller or any Affiliate of any such owner (except, in each case, as expressly permitted by the Transaction Documents).
(vii)    Seller shall not acquiesce in, or direct Servicer or any other agent to take, any action that is prohibited to be taken by Seller in clauses (i) through (vi) above.
(viii)    Seller shall not have any employees.
(ix)    Seller will provide not less than ten (10) Business Days’ prior written notice to the Administrative Agent of any removal or replacement of any person that is currently serving or is proposed to be appointed as an Independent Manager, such notice to include the identity of the proposed replacement Independent Manager, together with a certification that such replacement satisfies the requirements for an Independent Manager set forth in this Agreement and the limited liability company agreement of Seller.
(c)    Neither Seller nor Servicer shall take any action or permit any of their respective Affiliates to take any action inconsistent with subsection (a) or (b) above.
ARTICLE VIII

ADMINISTRATION AND COLLECTION
SECTION 8.1 Designation of Servicer.
(a)    CHS as Initial Servicer. The servicing, administering and collection of the Pool Assets on behalf of Seller, Administrative Agent, Purchaser Agents and Purchasers shall be conducted by the Person designated as Servicer hereunder (“Servicer”) from time to time in accordance with this Section 8.1. Until Administrative Agent (with the consent, or acting at the direction of, the Required Purchasers) gives to CHS a Successor Notice (as defined in Section 8.1(b)), CHS is hereby designated as, and hereby agrees to perform the duties and obligations of, Servicer pursuant to the terms hereof. Servicer shall receive the Servicing Fee, payable as described in Article III, for the performance of its duties hereunder.
(b)    Successor Notice. In the event that a Servicer Termination Event has occurred and has not been waived in accordance with this Agreement, Administrative Agent (with the consent of, or at the direction of, the Required Purchasers) shall have the right, upon not less than five (5) Business Days’ notice to CHS and Seller, to designate a successor Servicer pursuant to the terms hereof (a “Successor Notice”). Upon effectiveness of a Successor Notice, CHS agrees that it shall terminate its activities as Servicer hereunder in a manner that Administrative Agent reasonably believes will facilitate the transition of the performance of such activities to the successor Servicer, and
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such successor Servicer shall assume each and all of CHS’s obligations to service and administer the Pool Assets, on the terms and subject to the conditions herein set forth, and CHS shall use commercially reasonable efforts to assist such successor Servicer in assuming such obligations.
(c)    Subservicers; Subcontracts. Servicer may not subcontract with any Person that is not an Affiliate of Servicer (excluding Seller) or otherwise delegate any of its duties or obligations hereunder except with the prior written consent of Administrative Agent and each Purchaser Agent; provided that, notwithstanding any such designation, delegation or subcontract, Servicer shall remain primarily and directly liable for the performance of all the duties and obligations of Servicer pursuant to the terms hereof. For the avoidance of doubt, the parties agree that Servicer may so subcontract with CHS Capital subject to the proviso in the previous sentence.
SECTION 8.2 Duties of Servicer. Seller, each Purchaser, each Purchaser Agent and Administrative Agent hereby appoints as its agent Servicer, as from time to time designated pursuant to Section 8.1, to enforce its rights and interests in and under the Pool Assets and the other Seller Assets. Servicer shall take or cause to be taken all necessary and appropriate commercial servicing and collection activities in arranging the timely payment of amounts due and owing by any Account Debtor or Obligor (including the identification of the proceeds of the Pool Assets and related record keeping) all in accordance with Applicable Laws, with reasonable care and diligence, including diligently and faithfully performing all servicing and collection actions. In connection with its administration, collection and servicing obligations, Servicer will perform its duties under the Receivable Documentation related to the Pool Receivables and the Loan Documents related to the Pool Loans with the same care and applying the same policies as it applies to its own assets generally and would exercise and apply if it owned the Pool Assets and shall act in the best interest of the Affected Parties to maximize Collections.
(a)    Allocation of Collections; Segregation. Servicer shall set aside and hold in trust Collections of Pool Assets in accordance with Section 1.3. Servicer acknowledges and agrees that the Pool Assets have been sold and assigned to the Seller pursuant to the Sale Agreement and no portion of the Collections with respect thereto held by the Servicer prior to depositing into a Collection Account, an Originator Specified Account or the Concentration Account shall constitute property of the Servicer.
(b)    Documents and Records. Other than the Custodian File held by the Custodian in accordance with the Custodian Agreement, Seller shall deliver to Servicer, and Servicer shall hold in trust for Seller, Administrative Agent, each Purchaser Agent, each Purchaser and each other Affected Party in accordance with their respective interests, all Records (and all original documents relating thereto) (and after the occurrence of any Event of Default, shall deliver the same to Administrative Agent promptly upon Administrative Agent’s written request). Upon written request of Administrative Agent or any Purchaser Agent, Servicer shall promptly provide (or cause Custodian to provide) Administrative Agent and the Purchaser Agents with the location(s) of all Records (and all original documents relating thereto).
(c)    Certain Duties of Servicer and Seller. Servicer shall, promptly following receipt of the collections of any Asset that is not a Pool Asset, a Related Asset or any
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other property included in the grant set forth in Section 9.1, turn over such collection to the Person entitled to such collection.
(d)    Termination. Servicer’s obligations as such under this Agreement shall terminate upon the Final Payout Date.
(e)    Power of Attorney. Seller hereby appoints Servicer as the true and lawful attorney-in-fact of Seller, with full power of substitution, coupled with an interest, and hereby authorizes and empowers Servicer to take in Seller’s name and on behalf of Seller any and all steps necessary or desirable, in the reasonable determination of Servicer, to collect all amounts due under any and all Pool Assets, including to make demands for any portion of Pool Assets remaining outstanding past its applicable due date, commence enforcement proceedings, exercise other powers under the Receivable Documentation and Loan Documents, endorse Seller’s name on checks and other instruments representing Collections, enforce Pool Receivables and the related Receivable Documentation, enforce Pool Loans and the related Loan Documents and take such other action and execute such other agreements, instruments and other documents in the name of Seller, to the extent necessary or desirable to accomplish the purposes hereof. Seller hereby appoints the Administrative Agent as the true and lawful attorney-in-fact of Seller, with full power of substitution, coupled with an interest, and hereby authorizes and empowers the Administrative Agent in the name and on behalf of Seller at any time following removal of CHS as Servicer pursuant to this Agreement or at any time following the occurrence of a Servicer Termination Event that has not been waived in accordance with this Agreement, to take such actions, and execute and deliver such documents, as the Administrative Agent deems necessary or advisable in connection with any Pool Assets (i) to obtain the full benefits of the Transaction Documents and the Pool Assets, (ii) to perfect each of the ownership and/or security interests in the Pool Assets and the other Seller Assets under the Transaction Documents, including to send a notice of each purchase, sale and pledge of the Pool Assets under the Transaction Documents to the applicable Account Debtor or Obligor, (iii) to communicate directly with the applicable Account Debtor or Obligor to collect any portion of a Pool Asset that remains outstanding past its applicable due date, (iv) to notify and require (x) Account Debtors to remit the proceeds of Pool Receivables directly to a Lockbox, an Originator Specified Account, a Collection Account or the Concentration Account and (y) Obligors to remit the proceeds of Pool Loans directly to a Seller Collection Account or the Concentration Account or (v) to make collection of and otherwise realize the benefits of any Pool Asset. At any time that CHS is no longer serving as Servicer hereunder or at any time following the occurrence of a Servicer Termination Event that has not been waived in accordance with this Agreement, the Administrative Agent shall have the right to bring suit, in the Administrative Agent’s or Seller’s name, and generally have all other rights of an owner and holder respecting any Pool Assets, including the right to accelerate or extend the time of payment, settle, compromise, release in whole or in part any amounts owing on any Pool Assets and issue credits in its own name or the name of Seller. At any time following removal of CHS as Servicer or at any time following the occurrence of a Servicer Termination Event that has not been waived in accordance with this Agreement, the Administrative Agent may endorse or sign the Administrative Agent’s or Seller’s name on any checks or other instruments with respect to any Pool Assets or the goods covered thereby. This power of attorney, being coupled with an interest, is irrevocable and shall not expire until the Final Payout Date.
(f)    Resignation of CHS as Servicer. CHS shall not resign in its capacity as Servicer hereunder without the prior written consent of Administrative Agent and each
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Purchaser Agent, which consent shall be given or withheld in the sole and absolute discretion of Administrative Agent and each Purchaser Agent.
SECTION 8.3 Rights of Administrative Agent. In addition to all of its other rights herein including under Articles IX and X, under the other Transaction Documents or at law or in equity, Administrative Agent shall have the other following rights set forth in this Section 8.3:
(a)    Notice to Account Debtors and Obligors. At any time after the occurrence of any Event of Default, Servicer shall (on behalf of Seller), at Administrative Agent’s or any Purchaser Agent’s request and at Seller’s expense, give notice of Administrative Agent’s ownership and security interest in the Pool Assets to each applicable Account Debtor or Obligor and instruct them that payments on the Pool Assets will only be effective if made to, or as otherwise instructed in writing by, Administrative Agent.
(b)    [Reserved].
(c)    Other Rights. At any time after (i) the occurrence of an Event of Default that has not been waived in accordance with this Agreement or (ii) the commencement of the Liquidation Period, Servicer shall (on behalf of Seller), (A) at Administrative Agent’s request and at Seller’s expense, assemble all of the Records (other than the Custodian File held by the Custodian pursuant to the Custodian Agreement) and deliver such Records to or at the direction of Administrative Agent and (B) at the request of Administrative Agent or its designee, exercise or enforce any of their respective rights hereunder, under any other Transaction Document, under any Pool Asset or under any other Seller Assets (to the extent permitted hereunder or thereunder). Without limiting the generality of the foregoing, each of Servicer and Seller shall upon the request of Administrative Agent or its designee and at Seller’s expense:
(I)    authorize, execute (if required) and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate;
(II)    make a notation in its books and records to indicate that the Pool Assets have been transferred and pledged in accordance with this Agreement; and
(III)    following the occurrence of an Event of Default that has not been waived in accordance with this Agreement, mark conspicuously all Receivable Documentation evidencing Pool Receivables and all Loan Documents evidencing Pool Loans with a legend reasonably acceptable to Administrative Agent evidencing that the Pool Assets have been sold or otherwise pledged pursuant to this Agreement.
(d)    Additional Financing Statements; Performance by Administrative Agent. Seller hereby authorizes Administrative Agent or its designee to file one or more financing or continuation statements, and amendments thereto and assignments thereof, or any similar instruments in any relevant jurisdiction relative to all or any of the Pool Assets and the other Seller Assets now existing or hereafter arising in the name of Seller. Seller agrees that an “all assets” or similar filing against it may be filed for the purposes hereof and to perfect the security interest and transfers created hereby. If Seller fails to perform any of its agreements or obligations under this Agreement or any other Transaction Document, Administrative Agent or its designee may (but shall not be required to) itself perform, or cause performance of, such agreement or obligation, and
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the expenses of Administrative Agent or its designee incurred in connection therewith shall be payable by Seller as provided in Section 13.6.
SECTION 8.4 Responsibilities of Servicer. Anything herein to the contrary notwithstanding:
(a)    Contracts. Servicer shall, in accordance with the Credit and Collection Policy, Applicable Law and the terms of this Agreement, perform all of its obligations under the Records, so long as it is an Affiliate of Seller, to the same extent as if the Asset Interest had not been sold hereunder and the exercise by Administrative Agent or its designee of its rights hereunder shall not relieve Servicer from such obligations.
(b)    Limitation of Liability. None of Administrative Agent, any Purchaser or any Purchaser Agent shall have any obligation or liability with respect to any Pool Asset or Related Assets related thereto, nor shall any of them be obligated to perform any of the obligations of Servicer or Seller thereunder.
SECTION 8.5 Further Action Evidencing Purchases and Reinvestments. Seller agrees that from time to time, at its expense, it shall (or cause Servicer to) promptly execute and deliver all further instruments and documents, and take all further actions, that Administrative Agent or its designee may reasonably request or that are necessary in order to perfect, protect or more fully evidence the transactions contemplated by the other Transaction Documents, the Purchases hereunder and the resulting Asset Interest.
SECTION 8.6 Application of Collections. The Servicer shall be responsible for promptly identifying, matching, applying and reconciling any payments received in the Collection Accounts or Originator Specified Accounts with the Asset associated with such payment.
SECTION 8.7 Funds and Documents to be held in Trust. Whenever this Agreement or any other Transaction Document requires the Seller or the Servicer to hold funds or documents in trust for the Administrative Agent, it is understood and agreed that CHS, Seller or Servicer is not required to establish trust accounts or arrangements with independent trustees, custodians or third parties, but may hold such funds for the Administrative Agent in Originator Collection Accounts which may be commingled with other deposit accounts maintained by CHS, Seller or Servicer, and may hold such documents for safekeeping for the Administrative Agent in such manner as CHS, Seller of Servicer holds its own documents in safekeeping; provided that, for the avoidance of doubt, (x) Seller, CHS and the Servicer shall not be permitted to deposit any funds in a Seller Collection Account or the Concentration Account other than Collections and proceeds thereof and (y) neither the Seller Collection Accounts nor the Concentration Account may be commingled with any other deposit accounts.
ARTICLE IX

SECURITY INTEREST
SECTION 9.1 Grant of Security Interest. To secure all obligations of Seller arising in connection with this Agreement and each other Transaction Document, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, including, all Indemnified Amounts, payments on account of Collections received or deemed to be received and fees and expenses, in each case pro rata according to the respective amounts thereof, Seller hereby assigns and pledges to Administrative Agent, as collateral trustee, for the benefit of the Affected Parties, and hereby grants to Administrative Agent, as collateral trustee, for the benefit of the Affected Parties, a security interest in, and general lien on all of the following: all of
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Seller’s right, title and interest now or hereafter existing in, to and under all of Seller’s assets, whether now owned or hereafter acquired, and wherever located (whether or not in the possession or control of Seller), including all of its right, title and interest in, to and under each of the following, in each case, whether now owned or existing hereafter arising, acquired, or originated, or in which Seller now or hereafter has any rights, and wherever located (whether or not in the possession or control of Seller) and all proceeds of any of the foregoing (collectively, the “Seller Assets”): (I) all Pool Assets; (II) the Related Assets; (III) the Collections; (IV) all Accounts; (V) all Chattel Paper; (VI) all Contracts; (VII) all Deposit Accounts; (VIII) all Documents; (IX) all Payment Intangibles; (X) all General Intangibles; (XI) all Instruments; (XII) all Inventory; (XIII) all Investment Property; (XIV) all letter of credit rights and supporting obligations; (XV) the Sale Agreement and all rights and remedies of Seller thereunder; (XVI) the Custodian Agreement and all rights and remedies of the Administrative Agent thereunder; (XVII) all other assets in the Asset Interest; (XVIII) all rights, interests, remedies and privileges of Seller relating to any of the foregoing (including the right to sue for past, present or future infringement of any or all of the foregoing); (XIX) each Lockbox; and (XX) to the extent not otherwise included, all products and Proceeds (each capitalized term in clauses IV through XX, as defined in the UCC) of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of each of the foregoing (including insurance proceeds), and all distributions (whether in money, securities or other property) and collections from or with respect to any of the foregoing.
Seller hereby authorizes the filing of financing statements, including those filed under Section 8.3(d), describing the collateral covered thereby as “all of debtor’s personal property and assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 9.1. This Agreement shall constitute a security agreement under Applicable Law.
SECTION 9.2 Further Assurances. The provisions of Section 8.5 shall apply to the security interest granted, and to the assignment effected, under Section 9.1 as well as to the Purchases, Reinvestments and the Asset Interest hereunder.
SECTION 9.3 Remedies; Waiver. After the occurrence and during the continuance of an Event of Default, Administrative Agent, on behalf of the Affected Parties, shall have, with respect to the Seller Assets granted pursuant to Section 9.1, and in addition to all other rights and remedies available to any Affected Party under this Agreement and the other Transaction Documents or other Applicable Law, all the rights and remedies of a secured party under the UCC. To the fullest extent it may lawfully so agree, Seller agrees that it will not at any time insist upon, claim, plead, or take any benefit or advantage of any appraisal, valuation, stay, extension, moratorium, redemption or similar law now or hereafter in force in order to prevent, delay, or hinder the enforcement hereof or the absolute sale of any part of the Seller Assets; Seller for itself and all who claim through it, so far as it or they now or hereafter lawfully may do so, hereby waives the benefit of all such laws and all right to have the Seller Assets marshalled upon any foreclosure hereof, and agrees that any court having jurisdiction to foreclose this Agreement may order the sale of the Seller Assets in its entirety. Without limiting the generality of the foregoing, Seller hereby waives and releases any and all right to require Administrative Agent to collect any of such obligations from any specific item or items of the Seller Assets or
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from any other party liable as guarantor or in any other manner in respect of any of such obligations or from any collateral (including the Seller Assets) for any of such obligations.
ARTICLE X

EVENTS OF DEFAULT
SECTION 10.1 Events of Default. The following events shall be “Events of Default” hereunder:
(a)    (i) Seller or Servicer shall fail to be in compliance with any of its covenants or obligations set forth in Section 3.1(a), 7.1(d), 7.1(f), 7.1(g), 7.1(o), 7.1(u), 7.1(w), 7.2(e), 7.2(f), 7.4(a)(iii) or 7.4(b)(ix) of this Agreement or (ii) Seller, any Originator, CHS or Servicer shall otherwise fail to be in compliance with any of its other covenants and obligations under this Agreement or any other Transaction Document (other than described in clause (i) hereof or clause (b) below), and such failure in this clause (ii), solely to the extent capable of cure, shall continue unremedied for a period of at least ten (10) Business Days after the earlier of a Responsible Officer having actual knowledge of such failure or notice thereof given to Seller or the Servicer by the Administrative Agent or any other Affected Party;
(b)    Seller, Servicer, Performance Guarantor or any Originator shall fail to make any payment or deposit or transfer of monies to be made by it hereunder or under any other Transaction Document as and when due and such failure is not remedied within one (1) Business Day;
(c)    CHS shall fail to perform its duties and obligations as Servicer hereunder or under any other Transaction Document and such failure is not remedied within one (1) Business Day;
(d)    CHS shall resign as Servicer other than in accordance with this Agreement;
(e)    (i) an Insolvency Event shall have occurred with respect to Seller, any Originator, Performance Guarantor or (ii) Servicer, any Originator or Seller shall not be Solvent;
(f)    any representation or warranty made or deemed to be made by Seller, Servicer, Performance Guarantor or any Originator in this Agreement, any Information Package or any other Transaction Document shall fail to be true and correct in any
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material respect, as of the date made or, in the case of any representation or warranty which speaks as to a particular date or period, as of that particular date or period;
(g)    Administrative Agent shall fail to have a valid first priority perfected security interest in the Concentration Account and the Collection Accounts (and all amounts and instruments from time to time on deposit therein);
(h)    Seller shall be required to register as an “investment company” within the meaning of the Investment Company Act;
(i)    a Servicer Termination Event shall have occurred;
(j)    a Change of Control shall have occurred;
(k)    Seller shall fail to pay in full all of its obligations to Administrative Agent, the Purchaser Agents and Purchasers hereunder and under the other Transaction Documents on or prior to the Legal Final Settlement Date.
(l)    there shall have occurred any event which materially adversely impairs the collectability, value, validity or enforceability of, or increases the days to pay or Dilution with respect to, the Pool Assets generally or any material portion thereof;
(m)    this Agreement or any security interest granted pursuant to this Agreement or any other Transaction Document shall for any reason cease to create, or for any reason cease to be, a valid and enforceable first priority perfected security interest in favor of the Administrative Agent with respect to the Pool Assets and Related Assets and, in either case, free and clear of any Adverse Claim;
(n)    any Transaction Document shall, in whole or in part, except pursuant to the terms thereof, terminate, cease to be effective or cease to be a legally valid, binding and enforceable obligation of any party thereto (other than any Affected Party) or any such party shall, directly or indirectly, contest in any manner the effectiveness, validity, binding nature or enforceability of such Transaction Document;
(o)    in the reasonable opinion of the Required Purchasers, there shall have occurred any Material Adverse Change with respect to Servicer, Seller, any Originator or Performance Guarantor;
(p)    For the Receivables Pool, (i) the average of the Default Ratio (Receivables) for the three preceding Settlement Periods shall at any time exceed 2.50%, (ii) the average of the Dilution Ratios for the three preceding Settlement Periods shall at any time exceed (x) during the months of June to, and including, September, 7.00%, and (y) during the months of October to, and including May, 5.50%, or (iii) the average of the Days Sales Outstanding for the three preceding Settlement Periods shall at any time exceed thirty (30) days;
(q)    For the Loan Pool, the average of the Default Ratio (Loans) for the three preceding Settlement Periods shall at any time exceed 3.0%; or the Monthly Loss Ratio (Loans) for the three preceding Settlement Periods shall at any time exceed 1.0%; or the Portfolio Weighted Average Loan Rating Factor for the three preceding Settlement Periods shall at any time be less than 3.25%;
(r)    on any day, (i) the Total Committed Investment exceeds the Purchasers’ Total Commitment, (ii) the Total Uncommitted Investment exceeds the Purchasers’ Total
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Uncommitted Amount, or (iii) the Total Investment exceeds the sum of the Receivables Investment Base and the Loan Investment Base, in each case, unless cured within two (2) Business Days;
(s)    any Originator, Performance Guarantor or Servicer, or any of their respective Subsidiaries (i) fails to make payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) in respect of any indebtedness for borrowed money (other than indebtedness arising under any Transaction Document or Subordinated Note Financing Document) aggregating in excess of $100,000,000 which was incurred, assumed or guaranteed by such Person, or (ii) fails to perform or observe any other condition or covenant, or any other event shall occur or condition shall exist, under any indenture, agreement or other instrument under which any indebtedness for borrowed money (other than indebtedness arising under any Transaction Document or Subordinated Note Financing Document) aggregating in excess of $100,000,000 was incurred, assumed or guaranteed by such Person, if the effect of such failure, event or condition is to cause, or to permit the holder or holders or beneficiary or beneficiaries of such indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, such indebtedness to be declared to be due and payable prior to its stated maturity, or such guaranty to become payable, without regard to whether such holder or holders, beneficiary or beneficiaries or such other Person shall have exercised or waived their right to do so;
(t)    one or more judgments, orders, decrees or arbitration award is entered against any Originator, Performance Guarantor or Servicer, involving in the aggregate a liability (to the extent not covered by insurance from a Solvent insurer and as to which the insurer does not dispute coverage), as to any single or related series of transactions, incidents or conditions, of $25,000,000 or more, and the same shall remain undischarged, unvacated and unstayed pending appeal for a period of sixty (60) consecutive days after the entry thereof (or such longer period as may be permitted by Applicable Law or court order to obtain relief from payment of or to pay such judgments, orders, decrees or awards);
(u)    one or more judgments, orders, decrees or arbitration awards is entered against Seller involving in the aggregate a liability of $15,775 or more, other than any judgment against Seller with respect to any taxes that are owing by Seller to any Governmental Authority that are being contested in good faith by appropriate proceedings and for which adequate reserves have been provided in accordance with GAAP, that remain undischarged, unvacated and unstayed pending appeal for a period of sixty (60) consecutive days after the entry thereof (or such longer period as may be permitted by Applicable Law or court order to obtain relief from payment thereof);
(v)    (i) an ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which would materially adversely affect the financial condition or results of operations of Seller, Servicer, any Originator, Performance Guarantor and their Subsidiaries, taken as a whole, or (ii) Seller, Servicer, any Originator, Performance Guarantor or any ERISA Affiliate shall fail to pay when due under Section 412 of the Code any contribution to a Pension Plan in excess of $25,000,000 and such failure shall continue for 30 days;
(w)    the Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code with regard to any assets of Seller, Servicer or Originators and such lien shall not have been released within five (5) Business Days, or the PBGC shall file notice of a lien pursuant to Section 4068 of ERISA with regard to any of the assets of
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Seller, Servicer or Originators and such lien shall not have been released within five Business Days; or
(x)    any payment default shall occur under any Subordinated Note Financing Document (after giving effect to any applicable grace period).
SECTION 10.2 Remedies.
(a)    Optional Liquidation. Upon, or any time after, the occurrence of an Event of Default (other than an Event of Default described in Section 10.1(e)), Administrative Agent shall, at the request, or may with the consent, of the Required Purchasers, by notice to Seller and Servicer declare the Purchase Termination Date to have occurred and the Liquidation Period to have commenced and shall have all of the remedies set forth in Section 9.3 or otherwise herein or in equity or at law.
(b)    Automatic Liquidation. Upon the occurrence of an Event of Default described in Section 10.1(e), the Purchase Termination Date shall occur and the Liquidation Period shall commence automatically.
(c)    Remedies. Upon, or at any time after, the declaration or automatic occurrence of the Purchase Termination Date pursuant to this Section 10.2, no Purchases or Reinvestments thereafter will be made. Upon the declaration or automatic occurrence of the Purchase Termination Date pursuant to this Section 10.2, Administrative Agent, on behalf of the Affected Parties, shall have, in addition to all other rights and remedies under this Agreement, any other Transaction Document or otherwise, (i) all other rights and remedies provided under the UCC of each applicable jurisdiction and other Applicable Laws (including all the rights and remedies of a secured party under the UCC (including the right to sell any or all of the Seller Assets subject hereto)) and (ii) all rights and remedies with respect to the Seller Assets granted pursuant to Section 9.1, all of which rights shall be cumulative.
(d)    Specific Remedies. (i) Without limiting Section 10.2(c) or any other provision herein or in any other Transaction Document, the parties hereto agree that the terms of this Section 10.2(d) are agreed upon in accordance with Section 9-603 of the New York UCC, that they do not believe the terms of this Section 10.2(d) to be “manifestly unreasonable” for purposes of Section 9-603 of the New York UCC, and that compliance therewith shall constitute a “commercially reasonable” disposition under Section 9-610 of the New York UCC, and further agree as follows:
(ii)    After the occurrence of the Purchase Termination Date pursuant to Section 10.2(a) or Section 10.2(b), Administrative Agent, on behalf of the Affected Parties, shall have all rights, remedies and recourse granted in any Transaction Document and any other instrument executed to provide security for or in connection with the payment and performance of the Obligations or existing at common law or equity (including specifically those granted by the New York UCC and the UCC of any other state which governs the creation or perfection (and the effect thereof) of any security interest in the Seller Assets), and such rights and remedies: (A) shall be cumulative and concurrent; (B) may be pursued separately, successively or concurrently against Seller, any Originator and Performance Guarantor and any other party obligated under the Transaction Documents, or any of such Seller Assets, or any other security for the Obligations, or any of them, at the sole discretion of Administrative Agent, on behalf of the Affected Parties; (C) may be exercised as often as occasion therefor shall arise, it being agreed by Seller, Servicer, each Originator, Performance Guarantor and any
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other party obligated under the Transaction Documents, or any of such Seller Assets, or any other security for the Obligations, or any of them, that the exercise or failure to exercise any of same shall in no event be construed as a waiver or release thereof or of any other right, remedy or recourse; and (D) are intended to be and shall be, non exclusive. For the avoidance of doubt, with respect to any disposition of the Seller Assets or any part thereof (including any purchase by Administrative Agent, any Affected Party, or any Affiliate of any of them) in accordance with the terms of this Section 10.2 for consideration which is insufficient, after payment of all related costs and expenses of every kind, to satisfy the Obligations, (1) such disposition shall not act as, and shall not be deemed to be, a waiver of any rights by Administrative Agent or the Affected Parties and Administrative Agent on behalf of the Affected Parties shall have a claim for such deficiency and (2) Administrative Agent shall not be liable or responsible for any such deficiency.
(iii)    Upon the declaration or automatic occurrence of the Purchase Termination Date pursuant to Section 10.2(a) or Section 10.2(b), Administrative Agent, on behalf of the Affected Parties, shall (at the direction of the Required Purchasers) have the right, in accordance with this Section 10.2(d), to dispose of the Seller Assets or any part thereof upon giving at least ten (10) Business Days’ prior notice to Seller and Servicer of the time and place of disposition, for cash or upon credit or for future delivery, with Seller and Servicer hereby waiving all rights, if any, to require Administrative Agent or any other Person to marshal the Seller Assets and at the option and in the complete discretion of Administrative Agent, Administrative Agent may:
(I)    dispose of the Seller Assets or any part thereof at a public disposition;
(II)    dispose of the Seller Assets or any part thereof at a private disposition, in which event such notice shall also contain a summary of the material terms of the proposed disposition, and Seller shall have until the time of such proposed disposition during which to redeem the Seller Assets or to procure a Person willing, ready and able to acquire the Seller Assets on terms at least as favorable to Seller and the Affected Parties, and if such an acquirer is so procured, then Administrative Agent shall dispose of the Seller Assets to the acquirer so procured;
(III)    dispose of the Seller Assets or any part thereof in bulk or parcels;
(IV)    dispose of the Seller Assets or any part thereof to any Affected Party or any Affiliate thereof at a public disposition;
(V)    bid for and acquire, unless prohibited by Applicable Law, free from any redemption right, the Seller Assets or any part thereof, and, if the Affected Parties are then the holders of any Obligations or any participation or other interest therein, in lieu of paying cash therefor, Administrative Agent on behalf of the Affected Parties may make settlement for the selling price by crediting the net selling price, if any, after deducting all costs and expenses of every kind, upon the outstanding principal amount of the Obligations, in such order and manner as Administrative Agent on behalf of the Affected Parties, in its discretion, may deem advisable and as permissible and required under the Transaction Documents. Administrative Agent for the benefit of Affected Parties, upon so acquiring the Seller Assets or any part thereof shall be entitled to hold or
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otherwise deal with or dispose of the same in any manner not prohibited by Applicable Law; or
(VI)    enforce any other remedy available to Administrative Agent on behalf of the Affected Parties at law or in equity.
From time to time Administrative Agent may, but shall not be obligated to, postpone the time and change the place of any proposed disposition of any of the Seller Assets for which notice has been given as provided above and may retain the Seller Assets until such time as the proposed disposition occurs if, in the sole discretion of Administrative Agent, such postponement or change is necessary or appropriate in order that the provisions of this Agreement applicable to such disposition may be fulfilled or in order to obtain more favorable conditions under which such disposition may take place. Seller and CHS each acknowledges and agrees that private dispositions may be made at prices and upon other terms less favorable than might have been attained if the Seller Assets were disposed of at public disposition. For the avoidance of doubt, to the extent permitted by Applicable Law, Administrative Agent shall not be obligated to make any disposition of the Seller Assets or any part thereof notwithstanding any prior notice of a proposed disposition. No demand, advertisement or notice, all of which are hereby expressly waived by Seller and CHS to the extent permitted by Applicable Law, shall be required in connection with any disposition of the Seller Assets or any part thereof, except for the notice described in this clause (iii).
In case of any disposition by Administrative Agent of any of the Seller Assets on credit, which may be elected at the option and in the complete discretion of Administrative Agent, on behalf of the Affected Parties, the Seller Assets so disposed may be retained by Administrative Agent for the benefit of the Affected Parties until the disposition price is paid by the purchaser, but neither Administrative Agent nor the Affected Parties shall incur any liability in case of failure of the purchaser to take up and pay for the Seller Assets so disposed. In case of any such failure, such Seller Assets so disposed may be again disposed.
After deducting all costs or expenses of every kind (including the attorneys’ fees and legal expenses incurred by Administrative Agent or the Affected Parties, or both), Administrative Agent shall apply the residue of the proceeds of any disposition or dispositions, if any, to pay the principal of and interest upon the Obligations in such order and manner as Administrative Agent in its discretion may deem advisable and as permissible and required under the Transaction Documents. The excess, if any, shall be paid to Seller in accordance with the Transaction Documents. Neither Administrative Agent nor the Affected Parties shall incur any liability as a result of the dispositions of the Seller Assets at any private or public disposition that complies with the provisions of this Section 10.2(d).
Notwithstanding a foreclosure upon any of the Seller Assets or exercise of any other remedy by Administrative Agent on behalf of the Affected Parties in connection with the Purchase Termination Date pursuant to Section 10.2, neither Seller nor CHS shall be subrogated thereby to any rights of Administrative Agent for the benefit of the Affected Parties against the Seller Assets or any other security for the Obligations, nor shall Seller or CHS be deemed to be the owner of any interest in any Obligations, or exercise any rights or remedies with respect to itself or any other party until the Obligations have been paid to Administrative
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Agent for the benefit of the Affected Parties and are fully and indefeasibly performed and discharged.
Administrative Agent shall have no duty to prepare or process the Seller Assets for disposition.
ARTICLE XI

PURCHASER AGENTS; ADMINISTRATIVE AGENT;
CERTAIN RELATED MATTERS
SECTION 11.1 Authorization and Action of Program Administrator. Pursuant to its related Program Administration Agreement, each of Nieuw Amsterdam and Victory has appointed and authorized its related Program Administrator (or its respective designees) to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to its related Program Administrator by the terms hereof, together with such powers as are reasonably incidental thereto.
SECTION 11.2 Limited Liability of Purchasers, Purchaser Agents and Administrative Agent. The obligations of Administrative Agent, each Program Administrator, each Purchaser, each Purchaser Agent, each Enhancement Provider, each Liquidity Provider and each agent for any Purchaser under the Transaction Documents are solely the corporate obligations of such Person. Except with respect to any claim arising out of the willful misconduct or gross negligence of such Person (including with respect to the servicing, administering or collecting Pool Assets by such Person as successor Servicer pursuant to Section 8.1), no claim may be made by CHS, Seller, Servicer, Performance Guarantor or any Originator against any Program Administrator, Administrative Agent, any Purchaser, any Purchaser Agent, any Enhancement Provider, any Liquidity Provider or any agent for any Purchaser or their respective Affiliates, directors, members, managers, officers, employees, attorneys or agents, including Global Securitization Services, LLC, any Program Administrator, MUFG and Rabobank, for any special, indirect, consequential or punitive damages in respect of any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement or any other Transaction Document, or any act, omission or event occurring in connection therewith; and each of Seller and CHS hereby waives, releases, and agrees not to sue upon any claim for any such damages not expressly permitted by this Section 11.2, whether or not accrued and whether or not known or suspected to exist in its favor. The parties agree that (a) MUFG shall have no obligation, in its capacity as a Program Administrator for Victory or otherwise to take any actions under this Agreement or any other Transaction Document if MUFG is relieved of its obligations as a Program Administrator and (b) Rabobank shall have no obligation, in its capacity as a Program Administrator for Nieuw Amsterdam or otherwise to take any actions under this Agreement or any other Transaction Document if Rabobank is relieved of its obligations as a Program Administrator. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary (i) in no event shall Administrative Agent or any Purchaser Agent ever be required to take any action which exposes it to personal liability or which is contrary to the provision of any Transaction Document or Applicable Law and (ii) neither Administrative Agent nor any Purchaser Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any party hereto or any other Person, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of Administrative Agent or any Purchaser Agent shall be read into this Agreement or the other Transaction Documents or otherwise exist against Administrative Agent or any Purchaser Agent. In performing its functions and duties hereunder, Administrative Agent shall act solely as the agent of the Purchasers, the Purchaser Agents and the other Affected Parties, as applicable, and does not assume nor shall be deemed to have assumed any obligation
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or relationship of trust or agency with or for Seller, any Originator, Performance Guarantor, CHS or any other Person.
SECTION 11.3 Authorization and Action of each Purchaser Agent. By its execution hereof, in the case of each Conduit Purchaser and Committed Purchaser, and by accepting the benefits hereof, each Enhancement Provider and Liquidity Provider, each such party hereby designates and appoints its related Purchaser Agent to take such action as agent on its behalf and to exercise such powers as are delegated to such Purchaser Agent by the terms hereof, together with such powers as are reasonably incidental thereto. Each Purchaser Agent reserves the right, in its sole discretion, to take any actions and exercise any rights or remedies, in each case, authorized or provided for under this Agreement or any other Transaction Document and any related agreements and documents.
SECTION 11.4 Authorization and Action of Administrative Agent. By its execution hereof, in the case of each Conduit Purchaser, Committed Purchaser and Purchaser Agent, each such party hereby designates and appoints MUFG as the Administrative Agent to take such action as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof, together with such powers as are reasonably incidental thereto. The Administrative Agent reserves the right, in its sole discretion, to take any actions and exercise any rights or remedies, in each case, authorized or provided for under this Agreement or any other Transaction Document and any related agreements and documents.
SECTION 11.5 Delegation of Duties of each Purchaser Agent. Each Purchaser Agent may execute any of its duties through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Purchaser Agent shall be responsible to any Purchaser in its Purchaser Group for the negligence or misconduct of any agents or attorneys in fact selected by it with reasonable care.
SECTION 11.6 Delegation of Duties of Administrative Agent. Administrative Agent may execute any of its duties through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Administrative Agent shall not be responsible to any Purchaser, any Purchaser Agent or any other Person for the negligence or misconduct of any agents or attorneys in fact selected by it with reasonable care.
SECTION 11.7 Successor Agent. The Administrative Agent may, upon at least 30 days’ notice to the Seller and each Purchaser Agent, resign as Administrative Agent. Such resignation shall not become effective until a successor agent (i) is appointed by the Required Purchasers and, so long as no Event of Default has occurred and is continuing, the Seller and (ii) has accepted such appointment. Upon such acceptance of its appointment as Administrative Agent hereunder by a successor agent, such successor agent shall succeed to and become vested with all the rights and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Transaction Documents.
SECTION 11.8 Indemnification. Each Committed Purchaser shall indemnify and hold harmless the Administrative Agent and its officers, directors, employees, representatives and agents (to the extent not reimbursed by the Seller or the Servicer and without limiting the obligation of the Seller or the Servicer to do so), ratably in accordance with its Commitment from and against any and all liabilities, obligations, losses, damages, penalties, judgments, settlements, costs, expenses and disbursements of any kind whatsoever (including in connection with any investigative or threatened proceeding, whether or not the Administrative Agent or such Person is designated a party thereto) that may at any time be imposed on, incurred by or asserted against the Administrative Agent for such Person as a result of, or related to, any of the transactions contemplated by the Transaction Documents or the execution, delivery or performance of the Transaction Documents or any other document furnished in connection
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therewith (but excluding any such liabilities, obligations, losses, damages, penalties, judgments, settlements, costs, expenses or disbursements to the extent resulting solely from the gross negligence or willful misconduct of the Administrative Agent or such Person as finally determined by a court of competent jurisdiction).
SECTION 11.9 Reliance, etc. Without limiting the generality of Section 11.2, each of any Program Administrator, Administrative Agent, any Purchaser Agent, any Enhancement Provider and any Liquidity Provider (a) may consult with legal counsel (including counsel for Seller), independent certified public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (b) makes no warranty or representation to any Purchaser or any other holder of any interest in Pool Assets and shall not be responsible to any Purchaser or any such other holder for any statements, warranties or representations made by other Persons in or in connection with any Transaction Document; (c) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Transaction Document on the part of Seller or to inspect the property (including the books and records) of Seller; (d) shall not be responsible to any Purchaser or any other holder of any interest in the Asset Interest for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Transaction Document; and (e) shall incur no liability under or in respect of this Agreement or any other Transaction Document by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile or telex) believed by it to be genuine and signed or sent by the proper party or parties.
SECTION 11.10 Purchasers and Affiliates. Any Purchaser, any Purchaser Agent, any Program Administrator, Administrative Agent and any of their respective Affiliates may generally engage in any kind of business with Seller, each Originator, Servicer, CHS, Performance Guarantor or any Account Debtor or Obligor, any of their respective Affiliates and any Person who may do business with or own securities of Seller, each Originator, Servicer, CHS, Performance Guarantor or any Account Debtor or Obligor or any of their respective Affiliates, all as if it was not a Purchaser, a Purchaser Agent, a Program Administrator or Administrative Agent hereunder, and without any duty to account therefor to any Purchaser or any other holder of an interest in Pool Assets.
SECTION 11.11 Sharing of Recoveries. Each Purchaser agrees that if it receives any recovery, through set-off, judicial action or otherwise, on any amount payable or recoverable hereunder in a greater proportion than should have been received hereunder or otherwise inconsistent with the provisions hereof, then the recipient of such recovery shall purchase for cash an interest in amounts owing to the other Purchasers (as return of such Purchaser Group’s Purchaser Group Investment or otherwise), without representation or warranty except for the representation and warranty that such interest is being sold by each such other Purchaser free and clear of any lien created or granted by such other Purchaser, in the amount necessary to create proportional participation by the Purchaser in such recovery. If all or any portion of such amount is thereafter recovered from the recipient, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.
SECTION 11.12 Non-Reliance on Administrative Agent, Purchaser Agents and Other Purchasers. Each Purchaser expressly acknowledges that none of the Administrative Agent, the Purchaser Agents nor any of their respective officers, directors, members, partners, certificateholders, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent, or any Purchaser Agent hereafter taken, including any review of the affairs of the Seller, Servicer, Performance Guarantor or each Originator, shall be deemed to constitute any representation or warranty by the Administrative Agent or such Purchaser Agent, as applicable. Each Purchaser represents and warrants to the
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Administrative Agent and the Purchaser Agents that, independently and without reliance upon the Administrative Agent, Purchaser Agents or any other Purchaser and based on such documents and information as it has deemed appropriate, it has made and will continue to make its own appraisal of and investigation into the business, operations, property, prospects, financial and other conditions and creditworthiness of the Seller, Servicer, Performance Guarantor or each Originator, and the Assets and its own decision to enter into this Agreement and to take, or omit, action under any Transaction Document. Except for items specifically required to be delivered hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Purchaser Agent with any information concerning the Seller, Servicer, Performance Guarantor or each Originator or any of their Affiliates that comes into the possession of the Administrative Agent or any of its officers, directors, members, partners, certificateholders, employees, agents, attorneys-in-fact or Affiliates.
ARTICLE XII

INDEMNIFICATION
SECTION 12.1 Indemnities by Seller.
(a)    General Indemnity. Without limiting any other rights which any such Person may have hereunder or under Applicable Law, but subject to Sections 12.1(b) and 13.5, Seller agrees to indemnify and hold harmless Administrative Agent, each Program Administrator, each Purchaser, each Purchaser Agent, each Enhancement Provider, each Liquidity Provider, each other Affected Party, any sub-agent of Administrative Agent, any Purchaser Agent, any assignee or successor of any of the foregoing and each of their respective Affiliates, and all directors, members, managers, directors, shareholders, officers, employees and attorneys or agents of any of the foregoing (each an “Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses (including all filing fees), including reasonable attorneys’, consultants’ and accountants’ fees and disbursements but excluding all Excluded Taxes other than any amounts reimbursable pursuant to Section 4.3 (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of, relating to or in connection with the Transaction Documents, any of the transactions contemplated thereby, or the ownership, maintenance or funding, directly or indirectly, of the Asset Interest (or any part thereof) or in respect of or related to any Seller Assets, including Pool Assets or any Related Assets or otherwise arising out of or relating to or resulting from the actions or inactions of Seller, any Originator, Servicer, CHS, Performance Guarantor or any other party to a Transaction Document; provided, however, notwithstanding anything to the contrary in this Article XII, in all events there shall be excluded from the foregoing indemnification any damages, claims, losses, costs, expenses, liabilities or other Indemnified Amounts to the extent resulting from (x) the gross negligence or willful misconduct of an Indemnified Party as determined in a final non-appealable judgment by a court of competent jurisdiction or (y) the failure of an Account Debtor or Obligor to pay any sum due under its Pool Assets by reason of the financial or credit condition of such Account Debtor or Obligor (including the occurrence of an Insolvency Event with respect to the applicable Account Debtor or Obligor). Without limiting the foregoing, Seller shall indemnify, subject to the express limitations set forth in this Section 12.1, and hold harmless each Indemnified Party for any and all Indemnified Amounts arising out of, relating to or resulting from:
(i)    Any Pool Asset treated as or represented by Seller or Servicer to be an Eligible Receivable or Eligible Loan, as applicable, which is not at the applicable time an Eligible Receivable or Eligible Loan, as applicable;
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(ii)    the transfer by Seller or any Originator of any interest in any Pool Asset other than the transfer of any Pool Asset and Related Assets to Administrative Agent and any Purchaser pursuant to this Agreement, to Administrative Agent and to Seller pursuant to the Sale Agreement and the grant of a security interest to Administrative Agent pursuant to this Agreement and to Seller pursuant to the Sale Agreement;
(iii)    any representation or warranty made by Seller, CHS or any other party to a Transaction Document (other than such Indemnified Party) (or any of their respective officers or Affiliates) under or in connection with any Transaction Document, any Information Package or any other information or report delivered by or on behalf of Seller pursuant hereto, which shall have been untrue, false or incorrect when made or deemed made;
(iv)    the failure of Seller, CHS or any other party to a Transaction Document (other than such Indemnified Party) to comply with the terms of any Transaction Document or any Applicable Law (including with respect to any Pool Asset or Related Assets), or the nonconformity of any Pool Asset or Related Assets with any such Applicable Law;
(v)    the lack of an enforceable ownership interest, or a first priority perfected security interest, in the Pool Assets (and all Related Assets) against all Persons (including any bankruptcy trustee or similar Person);
(vi)    the failure to file, or any delay in filing of, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or under any other Applicable Laws with respect to any Pool Asset whether at the time of any Purchase or Reinvestment or at any time thereafter;
(vii)    any dispute, claim, offset or defense (other than discharge in bankruptcy) of the Account Debtor or Obligor, as applicable, to the payment of any Pool Asset in, or purporting to be in, the Asset Pool (including a defense based on such (x) Pool Receivable’s or the related Receivable Documentation’s or (y) Pool Loan’s or the related Loan Documents’ not being a legal, valid and binding obligation of such Account Debtor or Obligor, as applicable, enforceable against it in accordance with its terms) or any other claim resulting from the sale of the merchandise or services related to such Pool Asset or the furnishing or failure to furnish such merchandise or services;
(viii)    any suit or claim related to the Pool Assets or any Transaction Document (including any products liability or environmental liability claim arising out of or in connection with merchandise or services that are the subject of any Pool Asset to the extent not covered pursuant to Section 13.5), other than any such suit or claim that arises as a result of the failure of any Account Debtor or Obligor, as applicable, to pay any sum due under its Pool Asset by reason of the financial or credit condition of such Account Debtor or Obligor (including the occurrence of an Insolvency Event with respect to the applicable Account Debtor or Obligor);
(ix)    the ownership, delivery, non-delivery, possession, design, construction, use, maintenance, transportation, performance (whether or not according to specifications), operation (including the failure to operate or faulty operation), condition, return, sale, repossession or other disposition or safety of any Related Assets (including claims for patent, trademark, or copyright
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infringement and claims for injury to persons or property, liability principles, or otherwise, and claims of breach of warranty, whether express or implied);
(x)    the failure by Seller, CHS or any other party to a Transaction Document (other than such Indemnified Party) to notify any Account Debtor or Obligor of the assignment pursuant to the terms hereof of any Pool Asset to Administrative Agent for the benefit of Purchasers or the failure to require that payments (including any under the related insurance policies) be made directly to Administrative Agent for the benefit of Purchasers;
(xi)    failure by Seller, CHS or any other party to a Transaction Document (other than such Indemnified Party) to comply with the “bulk sales” or analogous laws of any jurisdiction;
(xii)    any Taxes (other than Excluded Taxes) imposed upon any Indemnified Party or upon or with respect to the Pool Assets, all interest and penalties thereon or with respect thereto, and all costs and expenses related thereto or arising therefrom, including the fees and expenses of counsel in defending against the same;
(xiii)    any loss arising, directly or indirectly, as a result of the imposition of sales or similar transfer type taxes or the failure by Seller, any Originator, Performance Guarantor or Servicer to timely collect and remit to the appropriate authority any such taxes;
(xiv)    any commingling of any Collections by Seller, any Originator, Performance Guarantor or Servicer relating to the Pool Assets with any of their funds or the funds of any other Person;
(xv)    any failure by Seller, CHS, any Originator, Performance Guarantor or any other party to a Transaction Document (other than such Indemnified Party) to perform its duties or obligations in accordance with the provisions of the Transaction Documents;
(xvi)    the failure or delay to provide any Account Debtor or Obligor with an invoice or other evidence of indebtedness;
(xvii)    any inability of any Originator or Seller to assign any Pool Asset or Related Asset as contemplated under the Transaction Documents; or the violation or breach by any Originator, Seller, Servicer, Performance Guarantor or any of their respective Affiliates of any confidentiality provision, or of any similar covenant of non-disclosure, or any other Indemnified Amount with respect to or resulting from any such violation or breach; or
(xviii)    any civil penalty or fine assessed by OFAC or any other Governmental Authority administering any Anti-Terrorism Law, Anti-Corruption Law or Sanctions, and all reasonable costs and expenses (including reasonable documented legal fees and disbursements) incurred in connection with defense thereof by, any Indemnified Party in connection with the Transaction Documents as a result of any action of Seller, CHS, any Originator, Performance Guarantor or any of their respective Affiliates.
(b)    Contest of Tax Claim; After-Tax Basis. Subject to the provisions of Section 3.3, if any Indemnified Party shall have notice of any attempt to impose or collect
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any Indemnified Tax or governmental fee or charge for which indemnification will be sought from Seller under Sections 12.1(a)(xii) or (xiii), such Indemnified Party shall give prompt and timely notice of such attempt to Seller and Seller shall, provided that Seller shall first deposit with the applicable Purchaser Agent amounts which are sufficient to pay both the aforesaid tax, fee or charge and the costs and expenses of the Indemnified Parties, have the right, at its sole expense, to control any proceedings resisting or objecting to the imposition or collection of any such Tax, governmental fee or charge and no such contest shall be settled or otherwise compromised without such Indemnified Party’s prior written consent. Indemnification in respect of such tax, governmental fee or charge shall be in an amount necessary to make the Indemnified Party whole after taking into account any tax consequences to the Indemnified Party of the payment of any of the aforesaid Taxes and the receipt of the indemnity provided hereunder or of any refund of any such Tax previously indemnified hereunder, including the effect of such Tax or refund on the amount of Tax measured by net income or profits which is or was payable by the Indemnified Party.
(c)    Contribution. If for any reason the indemnification provided above in this Section 12.1 is unavailable to an Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Seller shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and Seller on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations.
SECTION 12.2 Indemnity by Servicer. Without limiting any other rights which any such Person may have hereunder or under Applicable Law, Servicer agrees to indemnify and hold harmless each Indemnified Party from any and all Indemnified Amounts incurred by any of them and arising out of, relating to or resulting from: (i) any failure by Servicer to perform its duties or obligations as Servicer hereunder or under any other Transaction Document in accordance with this Agreement and the other Transaction Documents or to comply with any Applicable Law, (ii) any breach of any of Servicer’s representations, warranties or covenants under any Transaction Document, (iii) any claim brought by any Person other than an Indemnified Party arising from Servicer’s servicing or collection activities with respect to the Pool Assets, (iv) any commingling of any funds by it (in any capacity) relating to the Asset Interest with any of its funds or the funds of any other Person, or (v) any civil penalty or fine assessed by OFAC or any other Governmental Authority administering any Anti-Terrorism Law, Anti-Corruption Law or Sanctions, and all reasonable costs and expenses (including reasonable documented legal fees and disbursements) incurred in connection with defense thereof by, any Indemnified Party in connection with the Transaction Documents as a result of any action of Servicer or any of its respective Affiliates; provided, however, that in all events there shall be excluded from the foregoing indemnification any damages, claims, losses, costs, expenses or liabilities to the extent resulting from (x) the gross negligence or willful misconduct of an Indemnified Party as determined in a final non-appealable judgment by a court of competent jurisdiction or (y) the failure of an Account Debtor or Obligor to pay any sum due under its Pool Asset by reason of the financial or credit condition of such Account Debtor or Obligor (including the occurrence of an Insolvency Event with respect to the applicable Account Debtor or Obligor).
ARTICLE XIII

MISCELLANEOUS
SECTION 13.1 Amendments, Etc. Except as otherwise expressly set forth in Section 4.4, no amendment, modification or waiver of any provision of this Agreement nor consent to any departure by Seller or Servicer therefrom shall in any event be effective unless the same
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shall be in writing and signed by Seller, Administrative Agent, Servicer and the Required Purchasers, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or modification shall (i) decrease the outstanding amount of, or extend the repayment of or any scheduled payment date for the payment of, any Yield in respect of the Total Investment or any fees owed to any Purchaser, any Purchaser Agent or Administrative Agent without the prior written consent of such Person; (ii) forgive or waive or otherwise excuse any repayment of the Total Investment without the prior written consent of each Purchaser and the related Purchaser Agent affected thereby; (iii) increase the Commitment or Uncommitted Amount of any Purchaser without its prior written consent; (iv) amend or modify the ratable share of any Committed Purchaser’s Commitment or its percentage of the Purchasers’ Total Commitment without such Committed Purchaser’s prior written consent; (v) amend or modify the provisions of this Section 13.1, Section 10.1 or the definition of “Account Debtor Concentration Overage Amount”, “Adjusted Loan Yield and Servicing Fee Reserve Percentage (Receivables)”, “Concentration Overage Amount (Loans)”, “CP Return Reserve Exclusion Event”, “Delinquent Loan”, “Delinquent Receivable”, “Defaulted Loan”, “Defaulted Receivable”, “Eligible Loan”, “Eligible Receivable”, “Event of Default”, “Legal Final Settlement Date”, “Loan Investment Base”, “Loan Pool Excess Spread Percentage”, “Loan Yield and Servicing Fee Reserve Percentage”, “Net Loan Pool Balance”, “Net Pool Balance”, “Net Receivables Pool Balance”, “Purchase Termination Date”, “Purchaser Group Investment”, “Receivables Investment Base”, “Related Asset”, “Related Security”, “Required Purchasers”, “Required Loan Reserves”, “Required Receivable Reserves”, “Required Reserves”, “RESAP Exclusion Event”, “Servicer Termination Event”, “Specified Regulation”, “Total Investment”, ”Unmatured Event of Default”, “Unmatured Servicer Termination Event” or “Yield Period” or any of the definitions used in any such preceding definition, in each case without the prior written consent of each Committed Purchaser and each Purchaser Agent or (vi) release all or any material part of the Asset Interest from the security interest granted by the Seller to the Administrative Agent hereunder without the prior written consent of each Committed Purchaser and each Purchaser Agent; provided, further, that the consent of Seller and Servicer shall not be required for the effectiveness of any amendment which modifies on a prospective basis, the representations, warranties, covenants or responsibilities of Servicer at any time when Servicer is not CHS or an Affiliate of CHS or a successor Servicer is designated by Administrative Agent through a Successor Notice; provided, further, that (x) any amendment, waiver or modification to Section 3.1(d) that adversely affects the rights, duties or obligations of the Custodian or any other amendment, waiver or modification that adversely affects the fees, expenses or indemnities due to the Custodian or (y) any other amendment, modification or waiver that adversely affects the rights, duties or obligations of the Custodian in any material respect, in each case, shall require the prior written consent of the Custodian. Notwithstanding anything in any Transaction Document to the contrary, none of Seller or Servicer shall amend, waive or otherwise modify any other Transaction Document, or consent to any such amendment or modification, without the prior written consent of Administrative Agent and the Required Purchasers.
SECTION 13.2 Notices, Etc. All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including facsimile and email communication) and shall be personally delivered or sent by express mail or nationally recognized overnight courier or by certified mail, first class postage prepaid, or by facsimile or email, to the intended party at the address, facsimile number or email address of such party set forth in Schedule 13.2 or at such other address, facsimile number or email address as shall be designated by such party in a written notice to the other parties hereto. All such notices and communications shall be effective, (a) if personally delivered or sent by express mail or courier
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or if sent by certified mail, when received, and (b) if transmitted by facsimile or email, when receipt is confirmed by telephonic or electronic means.
SECTION 13.3 Successors and Assigns; Participations; Assignments.
(a)    Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Except as otherwise provided herein, neither Seller nor Servicer may assign or transfer any of its rights or delegate any of its duties hereunder or under any Transaction Document without the prior consent of Administrative Agent and each Purchaser Agent.
(b)    Participations. Any Purchaser may sell to one or more Persons (each a “Participant”) participating interests in the interests of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation under which the Participant shall have rights to approve any amendment to or waiver of this Agreement or any other Transaction Document. Such Purchaser shall remain solely responsible for performing its obligations hereunder, and Seller, Servicer, each Purchaser Agent and Administrative Agent shall continue to deal solely and directly with such Purchaser in connection with such Purchaser’s rights and obligations hereunder. A Purchaser shall not agree with a Participant to restrict such Purchaser’s right to agree to any amendment hereto, except amendments that require the consent of all Purchasers. Such Purchaser shall notify the Seller of any such Participant and the amount of such Participant’s participating interest.
(c)    Assignment by Conduit Purchasers. This Agreement and each Conduit Purchaser’s rights and obligations under this Agreement (including its interest in the Asset Interest) or any other Transaction Document shall be freely assignable in whole or in part by such Conduit Purchaser and its successors and permitted assigns to any Eligible Assignee without the consent of Seller unless Seller’s consent is required pursuant to the definition of “Eligible Assignee”. Each assignor of all or a portion of its interest in the Asset Interest shall notify Administrative Agent, the related Purchaser Agent and Seller of any such assignment. Each assignor of all or a portion of its interest in the Asset Interest may, in connection with such assignment and subject to Section 13.8, disclose to the assignee any information relating to the Asset Interest, furnished to such assignor by or on behalf of Seller, Servicer or Administrative Agent.
(d)    Assignment by Committed Purchasers. (i) Each Committed Purchaser may freely assign to any Eligible Assignee without the consent of Seller unless Seller’s consent is required pursuant to the definition of “Eligible Assignee” all or a portion of any of its other rights and obligations under this Agreement or in any other Transaction Document (including all or a portion of its Commitment and its interest in the Asset Interest), in each case, with prior written notice to Administrative Agent, the related Purchaser Agent and Seller; provided, however, that the parties to each such assignment shall execute and deliver to Administrative Agent and to Seller, for its recording in the Register, a duly executed and enforceable joinder to this Agreement (“Joinder”).
(ii)    From and after the effective date specified in such Joinder, (x) the assignee thereunder shall be a party to this Agreement and, to the extent that rights and obligations under this Agreement have been assigned to it pursuant to such Joinder, have the rights and obligations of a Committed Purchaser thereunder and (y) the assigning Committed Purchaser shall, to the extent that rights and obligations have been assigned by it pursuant to such Joinder, relinquish such rights and be released from such obligations under this Agreement. In addition, any Committed Purchaser may assign all or any portion
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of its rights (including its interest in the Asset Interest) under this Agreement to any Federal Reserve Bank without notice to or consent of Seller, Servicer, any other Committed Purchaser, Conduit Purchaser or Administrative Agent.
(e)    Register.
(i)    Seller or CHS on Seller’s behalf shall maintain a register for the recordation of the names and addresses of the Purchasers, and the Purchases (and Yield, fees and other similar amounts under this Agreement) pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and Seller, CHS and the Purchasers shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a lender solely for U.S. federal income tax and accounting purposes. The Register shall be available for inspection by any Purchaser, at any reasonable time and from time to time upon reasonable prior notice.
(ii)    Seller or CHS on Seller’s behalf shall also maintain in the Register each Participant’s and/or assignee’s interest or obligations under the Transaction Documents with respect to each participation or assignment pursuant to Section 13.3(b) or 13.3(c) and shall record such participation or assignment upon notice from the Administrative Agent or the applicable Purchaser; provided that no Person shall have any obligation to disclose all or any portion of the Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, purchases or its other obligations under any Transaction Document) to any Person except to the extent that such disclosure is necessary to establish that such interest or obligation that is treated as indebtedness for U.S. federal income tax purposes is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Register shall be conclusive absent manifest error.
(f)    Opinions of Counsel. If requested by Administrative Agent or an assigning Purchaser or related Purchaser Agent or necessary to maintain the ratings of any Conduit Purchaser’s Commercial Paper Notes, each assignment agreement or transfer supplement, as the case may be, must be accompanied by an opinion of counsel of the assignee as to such matters as Administrative Agent or such Purchaser or related Purchaser Agent may reasonably request.
SECTION 13.4 No Waiver; Remedies. No failure on the part of Administrative Agent, any Liquidity Provider, any Enhancement Provider, any Affected Party, any Purchaser, any Purchaser Agent or any Indemnified Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by Applicable Law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. Without limiting the foregoing, each Purchaser, each Purchaser Agent, MUFG, individually and as Administrative Agent, each Enhancement Provider, each Liquidity Provider, each Affected Party, and any of their Affiliates (the “Set-off Parties”) are each hereby authorized by Servicer and Seller at any time and from time to time following the occurrence of any Event of Default that has not been waived in accordance with this Agreement (without notice to Servicer, Seller or any other Person (any such notice being expressly waived by Servicer and Seller)), to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other indebtedness at any time owing to, any such Set-off Party to or for the credit to the account of
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Servicer or Seller, as applicable, against any and all obligations of Servicer or Seller, as applicable, now or hereafter existing under this Agreement or any other Transaction Document, to any Set-off Party.
SECTION 13.5 Binding Effect; Survival.
(a)    This Agreement shall be binding upon and inure to the benefit of Seller, CHS, Administrative Agent, each Purchaser and each Purchaser Agent, and the provisions of Section 4.2 and Article XII shall inure to the benefit of the Affected Parties and Indemnified Parties, respectively, and their respective successors and assigns.
(b)    Each Liquidity Provider, each Enhancement Provider and each other Affected Party are express third party beneficiaries hereof. Subject to clause (i) of Section B of Appendix A, this Agreement shall not confer any rights or remedies upon any other Person, other than the third party beneficiaries specified in this Section 13.5(b).
(c)    This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until the Final Payout Date. The rights and remedies with respect to any breach of any representation and warranty made by Seller pursuant to Article VI and the indemnification and payment provisions of Article XII and Sections 1.2(f), 3.2, 3.3, 4.1, 4.2, 4.3, 11.8, 11.11, 13.4, 13.5, 13.6, 13.7, 13.8, 13.11, 13.12, 13.13, 13.15, 13.16 and 13.17 shall be continuing and shall survive any termination of this Agreement.
SECTION 13.6 Costs, Expenses and Taxes. In addition to its obligations under Article XII, Seller agrees to pay on demand:
(a)    All reasonable costs and expenses incurred by or on behalf of Administrative Agent, each Liquidity Provider, each Enhancement Provider, each Purchaser, each Purchaser Agent and each other Affected Party in connection with:
(i)    the negotiation, preparation, execution and delivery of this Agreement and the other Transaction Documents and any amendment of or consent or waiver under any of the Transaction Documents (whether or not consummated), or the enforcement of, or any actual or reasonably claimed breach of, this Agreement or any of the other Transaction Documents, including reasonable accountants’, auditors’, Rating Agencies’, consultants’ and attorneys’ fees and expenses to any of such Persons and the fees and charges of any independent accountants, auditors, Rating Agencies, consultants or other agents incurred in connection with any of the foregoing or in advising such Persons as to their respective rights and remedies under any of the Transaction Documents in connection with any of the foregoing; and
(ii)    the administration (including periodic auditing as provided for herein) of this Agreement and the other Transaction Documents and the transactions contemplated thereby, including all reasonable expenses and accountants’, consultants’ and attorneys’ fees incurred in connection with the administration and maintenance of this Agreement and the other Transaction Documents and the transactions contemplated thereby; and
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(b)    all stamp and other similar Taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement or the other Transaction Documents.
SECTION 13.7 No Proceedings.
(a)    Seller, Servicer, Administrative Agent, each Purchaser and each Purchaser Agent each hereby agrees that it will not institute against any Conduit Purchaser, or join any other Person in instituting against any Conduit Purchaser, any proceeding of the type referred to in the definition of Insolvency Event from the Closing Date until one year (or, if longer, any applicable preference period then in effect) plus one day following the last day on which all Commercial Paper Notes and other publicly or privately placed indebtedness for borrowed money of such Conduit Purchaser shall have been indefeasibly paid in full. The foregoing shall not limit any such Person’s right to file any claim in or otherwise take any action with respect to any insolvency proceeding that was instituted by any Person other than such parties.
(b)    Servicer, each Purchaser and each Purchaser Agent each hereby agrees that it will not institute against Seller, or join any other Person in instituting against Seller, any proceeding of the type referred to in the definition of Insolvency Event; provided, however, that Administrative Agent, with the prior consent of the Required Purchasers, may, or shall at the direction of the Required Purchasers institute or join any other Person in instituting any such proceeding against Seller. The foregoing shall not limit any such Person’s right to file any claim in or otherwise take any action with respect to any insolvency proceeding that was instituted by any Person other than such parties.
SECTION 13.8 Confidentiality.
(a)    Each of Seller and Servicer agrees to maintain the confidentiality of the Program Information (as defined below), except that Program Information may be disclosed (i) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Program Information and instructed to keep such Program Information confidential); (ii) to the extent requested by any Governmental Authority; (iii) to the extent required by Applicable Laws or by any subpoena or similar legal process; (iv) to any other party to this Agreement; (v) in connection with any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder; (vi) with the consent of the Purchaser Agent (such consent not to be unreasonably withheld, conditioned or delayed); or (vii) to the extent such Program Information (A) becomes publicly available other than as a result of a breach of this Section 13.8(a) or (B) becomes available to Seller or Servicer on a nonconfidential basis from a source other than Administrative Agent (or any Affiliate thereof). For the purposes of this Section, “Program Information” means (i) any information regarding the pricing terms contained in this Agreement or any other Transaction Document, (ii) any information regarding the organization, business or operations of any Purchaser generally or the services performed by Administrative Agent or any Purchaser under the Transaction Documents or (iii) any information which is furnished by Administrative Agent or any Purchaser Agent to Seller or Servicer and is designated by Administrative Agent or any Purchaser Agent to such party in writing as confidential. Any Person required to maintain the confidentiality of Program Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of
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such Program Information as such Person would accord to its own confidential information.
(b)    Availability of Confidential Information. This Section 13.8 shall be inoperative as to such portions of the Program Information which are or become generally available to the public or such party on a nonconfidential basis from a source other than Administrative Agent or were known to such party on a nonconfidential basis prior to its disclosure by Administrative Agent.
(c)    Legal Compulsion to Disclose. In the event that any party or anyone to whom such party or its representatives transmits the Program Information is requested or becomes legally compelled (by interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any of the Program Information, such party shall, to the extent permitted by applicable law, provide Administrative Agent, each Purchaser Agent and CHS with prompt written notice so that Administrative Agent may at the expense of CHS seek a protective order or other appropriate remedy and/or if it so chooses, agree that such party may disclose such Program Information pursuant to such request or legal compulsion. In the event that such protective order or other remedy is not obtained, or Administrative Agent waives compliance with the provisions of this Section 13.8(c), such party will furnish only that portion of the Program Information which (in such party’s good faith judgment) is legally required to be furnished and will exercise commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Program Information.
(d)    Confidentiality of Administrative Agent and Purchasers. Each Affected Party and its successors and assigns agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (i) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and be instructed and agree or be otherwise bound to keep such Information confidential), (ii) to the extent requested by any Governmental Authority, (iii) to the extent required by Applicable Laws or by any subpoena or similar legal process, provided, however, to the extent permitted by Applicable Law and if practical to do so under the circumstances, that the Person relying on this clause (iii) shall provide Seller with prompt notice of any such required disclosure so that Seller may seek a protective order or other appropriate remedy, and in the event that such protective order or other remedy is not obtained, such Person will furnish only that portion of the Information which is legally required, (iv) to any other Affected Party, (v) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section, (vii) to any prospective participant or assignee provided such person agrees to be bound by this Section 13.8(d), (viii) with the consent of Seller, (ix) to the extent such Information (1) becomes publicly available other than as a result of a breach of this Section or any Transaction Document or (2) becomes available to such Person on a nonconfidential basis from a source other than Servicer or its Subsidiaries (and not in breach of this Section or any agreement contemplated by this Section) or (x) to any nationally recognized statistical rating organization as contemplated by Section 17g-5 of the Exchange Act or in connection with obtaining or monitoring a rating on any Commercial Paper Notes. For the purposes of this Section, “Information” means all information received from Seller or Servicer or any Affiliate relating to Seller or Servicer or any Affiliate or their business, other than any such information that is available to such Person on a nonconfidential basis prior to disclosure by Servicer or any Affiliate. Any Person required to maintain the confidentiality of Information as provided in this Section
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shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.
SECTION 13.9 Captions and Cross References. The various captions (including the table of contents) in this Agreement are provided solely for convenience of reference and shall not affect the meaning or interpretation of any provision of this Agreement. Unless otherwise indicated, references in this Agreement to any Section, Appendix, Schedule or Exhibit are to such Section of or Appendix, Schedule or Exhibit to this Agreement, as the case may be, and references in any Section, subsection, or clause to any subsection, clause or subclause are to such subsection, clause or subclause of such Section, subsection or clause.
SECTION 13.10 Integration. This Agreement, together with the other Transaction Documents, contains a final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire understanding among the parties hereto with respect to the subject matter hereof, superseding all prior oral or written understandings.
SECTION 13.11 GOVERNING LAW. THIS AGREEMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT WITHOUT REGARD TO ANY OTHER CONFLICTS OF LAW PROVISIONS THEREOF, EXCEPT TO THE EXTENT THAT THE PERFECTION, THE EFFECT OF PERFECTION OR PRIORITY OF THE INTERESTS OF ADMINISTRATIVE AGENT OR ANY PURCHASER IN THE POOL ASSETS OR RELATED ASSETS IS GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK).
SECTION 13.12 WAIVER OF JURY TRIAL. EACH PARTY HERETO IRREVOCABLY WAIVES ANY RIGHT THAT IT MAY HAVE TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR IN ANY OTHER TRANSACTION DOCUMENT, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS.
SECTION 13.13 CONSENT TO JURISDICTION; WAIVER OF IMMUNITIES. EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT:
(a)    IT IRREVOCABLY (i) SUBMITS TO THE JURISDICTION, FIRST, OF ANY UNITED STATES FEDERAL COURT, AND SECOND, IF FEDERAL JURISDICTION IS NOT AVAILABLE, OF ANY NEW YORK STATE COURT, IN EITHER CASE SITTING IN NEW YORK CITY, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OTHER TRANSACTION DOCUMENT, (ii) AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED ONLY IN SUCH NEW YORK STATE OR FEDERAL COURT AND NOT IN ANY OTHER COURT, AND (iii) WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING.
(b)    TO THE EXTENT THAT IT HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM THE JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT
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PRIOR TO JUDGMENT, ATTACHMENT IN AID TO EXECUTION, EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, IT HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER OR IN CONNECTION WITH THIS AGREEMENT.
SECTION 13.14 Execution in Counterparts. This Agreement may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.  Delivery of an executed counterpart hereof by facsimile, by electronic mail attachment in portable document format (.pdf) or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of an originally executed counterpart. The words “execution”, “signed”, “signature”, and words of like import in this Agreement shall be deemed to include an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.
SECTION 13.15 No Recourse Against Other Parties. No recourse under any obligation, covenant or agreement of Seller, Servicer or any of the other parties hereto contained in this Agreement shall be had against any stockholder, employee, officer, director, member, manager, incorporator or organizer of such party or any Affiliate thereof other than CHS in its capacities as a stockholder or member.
SECTION 13.16 Pledge to a Federal Reserve Bank. Notwithstanding anything to the contrary set forth herein (including in Section 13.3), (i) each Committed Purchaser or any assignee or participant thereof or (ii) in the event that any Conduit Purchaser assigns any of its interest in, to and under the Asset Interest to any Liquidity Provider or Enhancement Provider, any such Person, may at any time pledge, grant a security interest in or otherwise transfer all or any portion of its interest in the Asset Interest or under this Agreement to secure the obligations of such Person to a Federal Reserve Bank or otherwise to any other federal Governmental Authority or special purpose entity formed or sponsored by any such federal Governmental Authority, in each case without notice to or the consent of Seller or Servicer, but such pledge, grant or transfer shall not relieve any Person from its obligations hereunder.
SECTION 13.17 Pledge to a Collateral Trustee. Notwithstanding anything to the contrary set forth herein (including in Section 13.3), each Conduit Purchaser may at any time pledge, grant a security interest in or otherwise transfer all or any portion of its interest in the Asset Interest or under this Agreement to its collateral agent or trustee under such Conduit Purchaser’s commercial paper note program, in each case without notice to or the consent of Seller or Servicer, but such pledge, grant or transfer shall not relieve any Person from its obligations (if any) hereunder.
SECTION 13.18 Severability. Any provisions of this Agreement which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and
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any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
SECTION 13.19 No Party Deemed Drafter. CHS, Servicer, Seller, each Purchaser, each Purchaser Agent and Administrative Agent agree that no party hereto shall be deemed to be the drafter of this Agreement.
SECTION 13.20 PATRIOT Act. Each Purchaser Agent hereby notifies Seller and Servicer that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), one or more of the Affected Parties are required to obtain, verify and record information that identifies Seller and Servicer, which information includes the name and address of Seller and Servicer and other information that will allow the Affected Parties to identify Seller and Servicer in accordance with the Patriot Act. Seller and Servicer shall, promptly following a request by any Affected Party, provide all documentation and other information that any Affected Party requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act.
SECTION 13.21 Acknowledgement and Consent to Bail-In if Affected Financial Institutions. Notwithstanding anything to the contrary in any Transaction Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Transaction Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:
(a)    the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and
(b)    the effects of any Bail-in Action on any such liability, including, if applicable:
(i)    a reduction in full or in part or cancellation of any such liability;
(ii)    a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Transaction Document; or
(iii)    the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of the applicable Resolution Authority.
SECTION 13.21 Amendment and Restatement. This Agreement amends and restates in its entirety the Original Agreement among the parties hereto. Upon the occurrence of the Effective Date, (a) the terms and provisions of the Original Agreement shall be amended, superseded and restated in their entirety by the terms and provisions of this Agreement and, unless expressly stated to the contrary, each reference to the Original Agreement in any of the Transaction Documents or any other document, instrument or agreement delivered in connection therewith shall mean and be a reference to this Agreement, (b) this Agreement is not intended to and shall not constitute a novation of the Original Agreement or the obligations and liabilities
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existing thereunder, (c) the commitment of each “Committed Purchaser” (as defined in the Original Agreement) that is a party to the Original Agreement shall, on the Effective Date, automatically be deemed restated and the only Commitments shall be those hereunder, (d) with respect to any date or time period occurring and ending prior to the Effective Date, the rights and obligations of the parties to the Original Agreement shall be governed by the Original Agreement and the other Transaction Documents (as defined therein), and (e) with respect to any date or time period occurring and ending on or after the Effective Date, the rights and obligations of the parties hereto shall be governed by this Agreement and the other Transaction Documents (as defined herein). The liens, security interests and other interests in the Seller Assets granted under the Original Agreement are and shall remain legal, valid, binding and enforceable to the extent also constituting Seller Assets hereunder. Each of the parties hereto hereby acknowledge and confirm the continuing existence and effectiveness of such liens, security interests and other interests in such Seller Assets granted under the Original Agreement, and further agree that the execution and delivery of this Agreement shall not in any way release, diminish, impair, reduce or otherwise affect such liens, security interests and other interests in such Seller Assets granted under the Original Agreement.
[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.
CHS INC.,
individually and as initial Servicer


By:
    
Name:
Title:

COFINA FUNDING, LLC, as Seller


By:
    
Name:
Title:

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MUFG BANK, LTD. (F/K/A THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.),
as Administrative Agent


By:
    
Name:
Title:

VICTORY RECEIVABLES CORPORATION,
as a Conduit Purchaser
By:    
Name:
Title:

MUFG BANK, LTD. (F/K/A THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.),
as a Committed Purchaser
By:    
Name:
Title:

MUFG BANK, LTD. (F/K/A THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.),
as Purchaser Agent for the MUFG Purchaser Group
By:    
Name:
Title:


749037980


NIEUW AMSTERDAM RECEIVABLES CORPORATION B.V.,
as a Conduit Purchaser
By:    
Name:
Title:

COÖPERATIEVE RABOBANK U.A.,
as a Committed Purchaser
By:    
Name:
Title:

COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH,
as Purchaser Agent for the Rabobank Purchaser Group
By:    
Name:
Title:


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PNC BANK, NATIONAL ASSOCIATION,
as a Committed Purchaser
By:    
Name:
Title:

PNC BANK, NATIONAL ASSOCIATION,
as Purchaser Agent for the PNC Purchaser Group
By:    
Name:
Title:


749037980


SANTANDER BANK, NATIONAL ASSOCIATION,
as a Committed Purchaser
By:    
Name:
Title:

SANTANDER BANK, NATIONAL ASSOCIATION,
as Purchaser Agent for the Santander Purchaser Group
By:    
Name:
Title:


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APPENDIX A

DEFINITIONS
This is Appendix A to the Amended and Restated Receivables Purchase Agreement, dated as of July 18, 2017, as amended, among CHS INC., a Minnesota corporation, individually and as initial Servicer, COFINA FUNDING, LLC, a Delaware limited liability company, as Seller, the various CONDUIT PURCHASERS, COMMITTED PURCHASERS and PURCHASER AGENTS from time to time party thereto, and MUFG BANK, LTD. (F/K/A THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.), as Administrative Agent.
A.    Defined Terms.
As used in this Agreement, unless the context requires a different meaning, the following terms have the meanings indicated herein below:
Accepting Purchaser Group” is defined in Section 1.2(a)(ii)(A).
Accepting Purchaser Group Percentage” means, with respect to any Accepting Purchaser Group, the percentage, expressed as a fraction, the numerator of which is the Uncommitted Amount of such Accepting Purchaser Group and the denominator of which is the aggregate Uncommitted Amount of each Accepting Purchaser Group.
Account Agreements” means each Seller Account Agreement and each Originator Account Agreement.
Account Banks” means BMO Harris Bank, N.A., Merchants Bank, National Association, U.S. Bank National Association, Wells Fargo Bank, N.A and Bremer Bank, National Association.
Account Debtor” means a Person obligated to make payments with respect to a Receivable, including any guarantor thereof.
Account Debtor Concentration Limit” means, at any time for any Account Debtor, the product of (i) 2.5% and (ii) the aggregate Unpaid Balance of the Eligible Receivables and Eligible Loans at the time of determination.
Account Debtor Concentration Overage Amount” means, at any time, the aggregate dollar amount (without duplication) by which each limitation set forth below is exceeded:
(i)    the aggregate Unpaid Balance of all Eligible Receivables of any Account Debtor cannot exceed the Account Debtor Concentration Limit for such Account Debtor;
(ii)    the aggregate Unpaid Balance of all Eligible Receivables the Account Debtors of which are Governmental Authorities cannot exceed 5% of the aggregate Unpaid Balance of all Eligible Receivables;
(iii)    the aggregate Unpaid Balance of all Eligible Receivables the Account Debtors of which are principally located in each of the following states (individually) cannot exceed:
(a)    35% (in the case of the largest state in terms of the aggregate Unpaid Balance of all Eligible Receivables and Eligible Loans); provided that, for the avoidance of doubt, the sum of the aggregate Unpaid Balance of all Eligible
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Receivables for such state, after giving effect to this clause (iii)(a) plus the unpaid balance of all Eligible Loans for such state after giving effect to clause (ii)(a) of the definition of Concentration Overage Amount (Loans) shall not exceed the product of 35% of the sum of the Net Receivables Pool Balance and the Net Loan Pool Balance,
(b)    30% (in the case of the second (2nd) largest state in terms of the aggregate Unpaid Balance of all Eligible Receivables and Eligible Loans); provided that, for the avoidance of doubt, the sum of the aggregate Unpaid Balance of all Eligible Receivables for such state, after giving effect to this clause (iii)(b) plus the unpaid balance of all Eligible Loans for such state after giving effect to clause (ii)(b) of the definition of Concentration Overage Amount (Loans) shall not exceed the product of 30% of the sum of the Net Receivables Pool Balance and the Net Loan Pool Balance, and
(c)    15% (in the case of the third (3rd) largest state in terms of the aggregate Unpaid Balance of all Eligible Loans and Eligible Receivables); provided that, for the avoidance of doubt, the sum of the aggregate Unpaid Balance of all Eligible Receivables for such state, after giving effect to this clause (iii)(c) plus the unpaid balance of all Eligible Loans for such state after giving effect to clause (ii)(c) of the definition of Concentration Overage Amount (Loans) shall not exceed the product of 15% of the sum of the Net Receivables Pool Balance and the Net Loan Pool Balance; and
(iv)    the aggregate Unpaid Balance of all Eligible Receivables the Account Debtors of which are principally located in any state, other than the three largest states in terms of Unpaid Balances referenced in clause (iii) above, cannot exceed 10% of the aggregate Unpaid Balance of all Eligible Receivables and Eligible Loans; provided that, for the avoidance of doubt, the sum of the aggregate Unpaid Balance of all Eligible Receivables for any such state, after giving effect to this clause (iv) plus the unpaid balance of all Eligible Loans for such state after giving effect to clause (iii) of the definition of Concentration Overage Amount (Loans) shall not exceed the product of 10% of the sum of the Net Receivables Pool Balance and the Net Loan Pool Balance.
Adjusted Loan Yield and Servicing Fee Reserve Percentage” means, at any time, an amount equal to (a) if the Loan Pool APR Percentage is equal to or higher than the Loan Yield and Servicing Fee Reserve Percentage, zero and (b) at all other times, the Loan Yield and Servicing Fee Reserve Percentage minus the Loan Pool APR Percentage.
Administrative Agent” is defined in the preamble.
Adverse Claim” means any ownership interest or claim, mortgage, deed of trust, pledge, lien, security interest, hypothecation, charge or other encumbrance or security arrangement of any nature whatsoever, whether voluntarily or involuntarily given, including, but not limited to, any conditional sale or title retention arrangement, and any assignment, deposit arrangement or lease intended as, or having the effect of, security and any filed financing statement or other notice of any of the foregoing (whether or not a lien or other encumbrance is created or exists at the time of the filing); it being understood that any of the foregoing in favor of, or assigned to, Administrative Agent shall not constitute an Adverse Claim.
Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.
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Affected Party” means Administrative Agent, each Purchaser, each Purchaser Agent, each Liquidity Provider, each Enhancement Provider and each Program Administrator.
Affiliate” when used with respect to a Person means any other Person Controlling, Controlled by, or under common Control with, such Person.
Agreement” is defined in the preamble.
Anti-Corruption Laws means all laws, rules, and regulations of any jurisdiction applicable to any CHS Party or any of their respective Subsidiaries from time to time concerning or relating to bribery or corruption including, but not limited to, the U.S. Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act 2010, and any other applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions.
Anti-Terrorism Laws means each of: (a) the Executive Order; (b) the PATRIOT Act;(c) the Money Laundering Control Act of 1986, 18 U.S.C. Sect. 1956 and any successor statute thereto; (d) the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada);(e) the Bank Secrecy Act, and the rules and regulations promulgated thereunder; and (f) any other Applicable Law of the United States, Canada or any member state of the European Union now or hereafter enacted to monitor, deter or otherwise prevent: (i) terrorism or (ii) the funding or support of terrorism or (iii) money laundering.
Applicable Law” means any law (including common law), constitution, statute, treaty, regulation, rule, ordinance, order, injunction, writ, decree, judgment, award or similar item of or by a Governmental Authority or any interpretation, implementation or application thereof.
Asset” means any of, and “Assets” means all of, the Loans and the Receivables.
Asset Interest” is defined in Section 1.2(c).
Asset Pool” means, collectively, the Loan Pool and the Receivables Pool.
Available Collections” means all Collections other than those Collections used by the Seller to purchase Assets under the Sale Agreement.
Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of a Yield Period pursuant to this Agreement or (y) otherwise, any payment period for Yield calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Yield Period” pursuant to Section 4.4(d).
Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.
Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as
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amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).
Bank Rate” (a) for any day falling in a particular Yield Period with respect to any Rate Tranche and any Purchaser Group (other than the PNC Purchaser Group) means an interest rate per annum equal to the applicable Term SOFR for such Yield Period and (b) for any day falling in a particular Yield Period with respect to any Rate Tranche and the PNC Purchaser Group means an interest rate per annum equal to the applicable Daily 1M SOFR for such day.
Bankruptcy Code” means Title 11 of the United States Code.
Base Rate” means, with respect to any Purchaser, on any date, a fluctuating rate of interest per annum equal to the highest of:
(a)    the applicable Prime Rate for such date;
(b)    the Federal Funds Rate for such date, plus 0.50%;
(c)    Term SOFR for a one-month tenor in effect on such date, plus 1.00%; and
(d)    zero.
Base Rate Term SOFR Determination Day” has the meaning specified in the definition of “Term SOFR”.
Basel II” has the meaning set forth in the definition of Specified Regulation.
Basel III” has the meaning set forth in the definition of Specified Regulation.
Basel Accord” has the meaning set forth in the definition of Specified Regulation.
Basel Committee” has the meaning set forth in the definition of Specified Regulation.
Benchmark” means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 4.4(a).
Benchmark Replacement” means with respect to any Benchmark Transition Event, the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Seller giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for USD-denominated syndicated credit facilities and (b) the related Benchmark Replacement Adjustment; provided that, if such Benchmark Replacement as so determined would be less than the Floor, such Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Transaction Documents.
Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or
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method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Seller giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for USD-denominated syndicated credit facilities.
Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:
(a)    in the case of clause (a) or (b) of the definition of “Benchmark Transition Event”, the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or
(b)    in the case of clause (c) of the definition of “Benchmark Transition Event”, the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by or on behalf of the administrator of such Benchmark (or such component thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative or non-compliant with or non-aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks; provided that such non-representativeness, non-compliance or non-alignment will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.
For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).
Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:
(a)    a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);
(b)    a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the
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time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or
(c)    a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks.
For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).
Benchmark Transition Start Date” means, in the case of a Benchmark Transition Event, the earlier of (a) the applicable Benchmark Replacement Date and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication).
Benchmark Unavailability Period” means, the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Transaction Document in accordance with Section 4.4 and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Transaction Document in accordance with Section 4.4.
Beneficial Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation, which certification shall be substantially similar in form and substance to the form of Certification Regarding Beneficial Owners of Legal Entity Customers published jointly, in May 2018, by the Loan Syndications and Trading Association and Securities Industry and Financial Markets Association.
Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.
Business Day” means any day that is not a Saturday, Sunday or other day that is a legal holiday under the laws of the State of New York or is a day on which banking institutions in such state are authorized or required by law to close.
Change of Control” means any of the following: (a) the failure of CHS to own, directly or indirectly (through one or more wholly owned subsidiaries), at least 100% of the membership interests in Seller and CHS Capital, free and clear of any Adverse Claim and (b) with respect to CHS, (i) any merger or consolidation of such entity into another Person, (ii) any merger or consolidation to which such entity shall be a party resulting in the creation of another Person, (iii) any Person succeeding to the properties and assets of such entity substantially as a whole or (iv) the acquisition by any Person, or two or more Persons acting in concert, together with Affiliates thereof, who is not a voting member of CHS as of the Effective Date (or such later date as agreed to by the Administrative Agent in its sole discretion), of beneficial ownership (within the meaning of Rule 13d-3 of the SEC under the Exchange Act) of in the aggregate more than 50% of the aggregate voting power of the Voting Interests of CHS.
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CHS” is defined in the preamble.
CHS Capital” means CHS Capital, LLC, a Minnesota limited liability company.
CHS Credit Agreement” means that certain 2019 Second Amended and Restated Credit Agreement (5-Year Revolving Loan), dated as of July 16, 2019, by and between CHS, CoBank, ACB, as administrative agent, the syndication parties party thereto from time to time and the other financial instructions party thereto as syndication agents, joint lead arrangers and co-bookrunners, without giving effect to any amendment, restatement, replacement, waiver, supplement or other modification that may occur from time to time thereto that has not been consented to by the Administrative Agent and the Required Purchasers.
Closing Date” means July 22, 2016.
Code” means the Internal Revenue Code of 1986, as amended from time to time, or any successor statute and the regulations promulgated and rulings issued thereunder.
Collection Accounts” means the Seller Collection Accounts and the Originator Collection Accounts.
Collections” means, with respect to any Pool Asset, all funds which either (a) are received by Seller, any Originator, CHS, Servicer or any other Person from or on behalf of the related Account Debtors or Obligors in payment of any amounts owed (including purchase prices, finance charges, principal, interest and all other charges, recoveries and proceeds of Related Security) in respect of such Pool Asset, or applied to such other charges in respect of such Pool Asset, or applied to such amounts owed by such Account Debtors or Obligors, (b) are deemed to have been received by Seller or any other Person as a Collection pursuant to Section 3.2(a) (it being understood that Collections shall not refer to the purchase price paid by any Purchaser to Seller for Purchases of the Pool Assets and Related Assets pursuant to Section 1.1), (c) are paid or deemed paid by Seller as Repurchase Payments pursuant to Section 3.2(b), or (d) constitute proceeds from the sale of such Pool Asset or any participation interest therein to the extent permitted by the Transaction Documents.
Commercial Loan” means a loan facility characterized as a “Commercial Loan” under the Credit and Collection Policy.
Commercial Paper Notes” means short-term promissory notes issued or to be issued by a Conduit Purchaser to fund its investments in accounts receivable or other financial assets.
Commitment” means, with respect to any Committed Purchaser, the maximum amount which such Committed Purchaser is obligated to pay hereunder on account of any Purchase, which amount is the amount set forth as its “Commitment” on Exhibit C.
Committed Purchase” is defined in Section 1.1(a).
Committed Purchaser” means each Person listed as such as set forth on the signature pages of this Agreement.
Concentration Account” means the account 2051415 maintained at the Account Bank in the name of the Seller.
Concentration Overage Amount (Loans)” means, at any time, the aggregate dollar amount (without duplication) by which each limitation set forth below is exceeded:
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(i)    the aggregate Unpaid Balance of all Eligible Loans of any Obligor cannot exceed the product of 2.5% and the aggregate Unpaid Balance of all Eligible Receivables and Eligible Loans;
(ii)    the aggregate Unpaid Balance of all Eligible Loans the Obligors of which are principally located in each of the following states (individually) cannot exceed:
(A)        35% (in the case of the largest state in terms of the aggregate Unpaid Balance of all Eligible Loans and Eligible Receivables); provided that, for the avoidance of doubt, the sum of the aggregate Unpaid Balance of all Eligible Loans for such state, after giving effect to this clause (ii)(a) plus the unpaid balance of all Eligible Receivables for such state after giving effect to clause (iii)(a) of the definition of Account Debtor Concentration Overage Amount shall not exceed the product of 35% of the sum of the Net Receivables Pool Balance and the Net Loan Pool Balance,
(B)        30% (in the case of the second (2nd) largest state in terms of the aggregate Unpaid Balance of all Eligible Receivables and Eligible Loans); provided that, for the avoidance of doubt, the sum of the aggregate Unpaid Balance of all Eligible Loans for such state, after giving effect to this clause (ii)(b) plus the unpaid balance of all Eligible Receivables for such state after giving effect to clause (iii)(b) of the definition of Account Debtor Concentration Overage Amount shall not exceed the product of 30% of the sum of the Net Receivables Pool Balance and the Net Loan Pool Balance, and
(C)        15% (in the case of the third (3rd) largest state in terms of the aggregate Unpaid Balance of all Eligible Receivables and Eligible Loans); provided that, for the avoidance of doubt, the sum of the aggregate Unpaid Balance of all Eligible Loans for such state, after giving effect to this clause (ii)(c) plus the unpaid balance of all Eligible Receivables for such state after giving effect to clause (iii)(c) of the definition of Account Debtor Concentration Overage Amount shall not exceed the product of 15% of the sum of the Net Receivables Pool Balance and the Net Loan Pool Balance;
(D)        the aggregate Unpaid Balance of all Eligible Loans the Obligors of which are principally located in any state, other than the three largest states in terms of Unpaid Balances referenced in clause (ii) above, cannot exceed 10% of the aggregate Unpaid Balance of all Eligible Receivables and Eligible Loans; provided that, for the avoidance of doubt, the sum of the aggregate Unpaid Balance of all Eligible Loans for such state, after giving effect to this clause (iii) plus the unpaid balance of all Eligible Receivables for such state after giving effect to clause (iv) of the definition of Account Debtor Concentration Overage Amount shall not exceed the product of 10% of the sum of the Net Receivables Pool Balance and the Net Loan Pool Balance;
(iii)    the aggregate Unpaid Balance of all Eligible Loans that are Producer Loans with a “7”, “8” or “9” Risk Rating and a remaining tenor greater than 24 months cannot exceed 2.5% of the aggregate Unpaid Balance of all Eligible Loans that are Producer Loans;
(iv)    the aggregate Unpaid Balance of all Eligible Loans that are Commercial Loans with a “6” or “7” Risk Rating and a remaining tenor greater than 24 months cannot exceed 15% of the aggregate Unpaid Balance of all Eligible Loans that are Commercial Loans;
(v)    the aggregate Unpaid Balance of all Eligible Loans that are Commercial Loans with a “8” or “9” Risk Rating and a remaining tenor greater than 24 months cannot exceed 5.0% of the aggregate Unpaid Balance of all Commercial Loans that are Eligible Loans;
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(vi)    the aggregate Unpaid Balance of all Eligible Loans that are unsecured Producer Loans with a “7”, “8” or “9” Risk Rating and a remaining tenor less than or equal to 24 months cannot exceed 5% of the aggregate Unpaid Balance of all Eligible Loans that are Producer Loans;
(vii)    the aggregate Unpaid Balance of all Eligible Loans that are unsecured Producer Loans with a fixed rate of interest, a “7”, “8” or “9” Risk Rating and a remaining tenor less than or equal to 24 months cannot exceed 0% of the aggregate Unpaid Balance of all Eligible Loans that are Producer Loans;
(viii)    the aggregate Unpaid Balance of all Eligible Loans that are Junior Lien Producer Loans with a “7”, “8” or “9” Risk Rating and a remaining tenor less than or equal to 24 months cannot exceed 30% of the aggregate Unpaid Balance of all Eligible Loans that are Producer Loans;
(ix)    the aggregate Unpaid Balance of all Eligible Loans that are Junior Lien Producer Loans with a “10” Risk Rating and a remaining tenor less than or equal to 24 months cannot exceed 5% of the aggregate Unpaid Balance of all Eligible Loans that are Producer Loans;
(x)    the aggregate Unpaid Balance of all Eligible Loans that are Producer Loans with a fixed interest rate cannot exceed 10% of the aggregate Unpaid Balance of all Producer Loans;
(xi)    the aggregate Unpaid Balance of all Eligible Loans that are Commercial Loans with a fixed interest rate cannot exceed 5% of the aggregate Unpaid Balance of all Eligible Loans that are Commercial Loans;
(xii)    the aggregate Unpaid Balance of all Eligible Loans that are Producer Loans with a “10” Risk Rating cannot exceed 30% of the aggregate Unpaid Balance of all Eligible Loans that are Producer Loans;
(xiii)    the aggregate Unpaid Balance of all Eligible Loans that are Commercial Loans with a “6” or “7” Risk Rating cannot exceed 35% of the aggregate Unpaid Balance of all Eligible Loans that are Commercial Loans;
(xiv)    the aggregate Unpaid Balance of all Eligible Loans that are Commercial Loans with a “8” or “9” Risk Rating cannot exceed 7.5% of the aggregate Unpaid Balance of all Eligible Loans that are Commercial Loans;
(xv)    the aggregate Unpaid Balance of all Eligible Loans that are Producer Loans with a “11” Risk Rating cannot exceed 5% of the aggregate Unpaid Balance of all Eligible Loans that are Producer Loans;
(xvi)    the aggregate Unpaid Balance of all Eligible Loans the Obligors of which are Joint Ventures cannot exceed 10% of the aggregate Unpaid Balance of all Loans;
(xvii)    the aggregate Unpaid Balance of all Eligible Loans that are Producer Loans cannot exceed 50% of the aggregate Unpaid Balance of all Eligible Loans and Eligible Receivables;
(xviii)    the aggregate Unpaid Balance of all Eligible Loans the Obligors of which are Governmental Authorities cannot exceed 5% of the aggregate Unpaid Balance of all Eligible Loans; and
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(xix)    the aggregate Unpaid Balance of all Eligible Loans that are Retailer Adjusted Loans cannot exceed 20% of the aggregate Unpaid Balance of all Loans and Receivables;
provided that a Joint Venture shall be treated for purposes of this definition as a single, separate Obligor.
Conduit Purchaser” means each commercial paper conduit listed as such as set forth on the signature pages of this Agreement.
Conforming Changes” means, with respect to either the use or administration of Term SOFR, Daily 1M SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Yield Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 4.3 and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Transaction Documents).
Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.
Control” when used with respect to any specified Person, means the possession, directly or indirectly, of the power to direct or cause the direction of management, policies or activities of such Person, whether through the ownership of voting securities or membership interests, by contract or otherwise, and the terms “Controlling” and “Controlled” have meanings correlative to the foregoing.
CP Rate” means, for any period and with respect to any Rate Tranche funded by Commercial Paper Notes of any Conduit Purchaser, the per annum rate equivalent to the weighted average cost (as determined by the applicable Purchaser Agent for such Conduit Purchaser and which shall include commissions and fees of placement agents and dealers, incremental carrying costs incurred with respect to Commercial Paper Notes maturing on dates other than those on which corresponding funds are received by such Conduit Purchaser, other borrowings by such Conduit Purchaser (other than under any Liquidity Agreement) and any other costs and expenses associated with the issuance of Commercial Paper Notes) of or related to the issuance of Commercial Paper Notes that are allocated, in whole or in part, by such Conduit Purchaser or the applicable Purchaser Agent to fund or maintain such Rate Tranche (and which may be also allocated in part to the funding of other assets of such Conduit Purchaser) (determined in the case of Commercial Paper Notes issued on a discount by converting the discount to an interest equivalent rate per annum); provided that notwithstanding anything in this Agreement or the other Transaction Documents to the contrary, Seller agrees that any amounts payable to the applicable Conduit Purchaser in respect of Yield for any Yield Period with respect to any Rate Tranche funded by such Conduit Purchaser at the CP Rate shall include an amount equal to the portion of the face amount of the outstanding Commercial Paper Notes issued by
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such Conduit Purchaser to fund or maintain such Rate Tranche that corresponds to the portion of the proceeds of such Commercial Paper Notes that was used to pay the interest component of maturing Commercial Paper Notes issued by such Conduit Purchaser to fund or maintain such Rate Tranche, to the extent that such Conduit Purchaser had not received payments of interest in respect of such interest component prior to the maturity date of such maturing Commercial Paper Notes (for purposes of the foregoing, the “interest component” of Commercial Paper Notes equals the excess of the face amount thereof over the net proceeds received by such Conduit Purchaser from the issuance of Commercial Paper Notes, except that if such Commercial Paper Notes are issued on an interest-bearing basis its “interest component” will equal the amount of interest accruing on such Commercial Paper Notes through maturity).
CP Return Percentage” means the following percentage:
Settlement PeriodPercentage
May of 202235%
June of 202235%
July of 202230%
For any Settlement Period in May, June or July of any calendar year commencing with 2023The percentage determined by the Administrative Agent (provided that the sum of the percentages for the May, June, and July Settlement Periods in any calendar year shall equal 100%)

CP Return Reserve” means, with respect to any day in any Settlement Period in May (commencing with the Reporting Date in May), June or July of any calendar year, the product of (a) the CP Return Percentage for such Settlement Period and (b) the aggregate amount of expected Dilutions arising from returned goods for Receivables arising under each Originator’s crop protection business during the June, July and August Settlement Periods in such calendar year as accrued for by the Servicer in a manner consistent with the Servicer’s calculation methodology in effect as of the Eleventh Amendment Effective Date (with such changes as are agreed to from time to time by the Servicer and the Administrative Agent) and as set forth in the Information Package delivered on the Reporting Date that occurs during the Settlement Period in May of such calendar year; provided that, notwithstanding the foregoing, the “CP Return Reserve” shall be zero at any time a CP Return Reserve Exclusion Event exists.
CP Return Reserve Exclusion Event” means the occurrence of any of the following events:
(a)    as of the end of any Fiscal Quarter, CHS fails to have a Consolidated Net Worth (as defined in the CHS Credit Agreement) greater than or equal to $4,500,000,000.00;
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(b)    as of the end of any Fiscal Quarter, CHS has a ratio of Consolidated Funded Debt (as defined in the CHS Credit Agreement) divided by Consolidated Cash Flow (as defined in the CHS Credit Agreement) of more than 3.25 to 1.00; or
(c)    CHS has a ratio of Adjusted Consolidated Funded Debt (as defined in the CHS Credit Agreement) to Consolidated Net Worth (as defined in the CHS Credit Agreement), measured at the end of each Fiscal Quarter, greater than 0.75 to 1.00.
Credit and Collection Policy” means, as the context may require, those credit and collection policies and practices of Seller and Servicer in effect on the Omnibus Amendment No. 10 Effective Date and described in Exhibit A, as modified in compliance with this Agreement.
Cumulative Loss Ratio” means, as of any date of determination, the sum of the Monthly Loss Ratios for the twelve calendar months preceding such date of determination.
Cumulative Loss Ratio Factor” means, as of any date of determination, a percentage equal to the product of (a) the highest Cumulative Loss Ratio during the most recent twelve calendar months multiplied by (b) 5.0.
Custodian” means the Person acting as custodian under the Custodian Agreement, which shall be U.S. Bank National Association as of the Closing Date.
Custodian Agreement” means the Custodian Agreement, dated as of the Closing Date, among Seller, Administrative Agent and Custodian.
Custodian File” means, with respect to any Loan, (i) the original executed Obligor Note and electronic copies of each loan agreement, security agreement, guaranty and letter of credit executed in connection therewith or related thereto and (ii) acknowledgment copies of applicable UCC filings against the related Obligor with respect to such Loan.
Cut-Off Date” means the last day of each Settlement Period.
Daily 1M SOFR” means, for any day, the rate per annum determined by the Purchaser Agent for the PNC Purchaser Group equal to the sum of the Term SOFR Credit Spread Adjustment plus the Term SOFR Reference Rate for a a tenor of one (1) month on such day or, if such day is not a U.S. Government Securities Business Day, on the preceding U.S. Government Securities Business Day, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any U.S. Government Securities Business Day the Term SOFR Reference Rate for a one (1) month tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then the Term SOFR Reference Rate for a one (1) month tenor on such date will be the Term SOFR Reference Rate for a one (1) month tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for a one (1) month tenor was published by the Term SOFR Administrator, so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such U.S. Government Securities Business Day; provided, further, that if Daily 1M SOFR, determined as provided above, would be less than the Floor, then Daily 1M SOFR shall be deemed to be the Floor.
Days Sales Outstanding” means, on any date, the number of days equal to the product of (a) 30 and (b) the amount obtained by dividing (i) the aggregate Unpaid Balance of the Eligible Receivables as of the Cut-Off Date of the most recently ended Settlement Period by (ii) the
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aggregate Unpaid Balance of Eligible Receivables which were originated by any Originator during the most recently ended Settlement Period.
Debt” means, at any time, with respect to any Person, (a) all obligations for money borrowed or raised, all obligations (other than accounts payable and other similar items arising in the ordinary course of business) for the deferred payment of the purchase price of property, and all capital lease obligations or other obligations which, in each case, in accordance with GAAP, would be included in determining total liabilities as shown on the liability side of the balance sheet of such Person and (b) all guarantees (whether contingent or otherwise) of such Person guaranteeing the Debt of any other Person, whether directly or indirectly (other than endorsements for collection or deposit in the ordinary course of business).
Debtor Relief Laws” means the Bankruptcy Code and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor relief laws of the United States of America or other applicable jurisdiction from time to time affecting the rights of creditors generally.
Deemed Collections” is defined in Section 3.2(a).
Default Ratio (Loans)” means, for any Settlement Period, a fraction (expressed as a percentage), (a) the numerator of which is the aggregate Unpaid Balance of all Defaulted Loans as of the last day of such Settlement Period, and (b) the denominator of which is the aggregate Unpaid Balance of all Loans as of the last day of such Settlement Period.
Default Ratio (Receivables)” means, for any Settlement Period, a fraction (expressed as a percentage), (a) the numerator of which is the aggregate Unpaid Balance of all Defaulted Receivables as of the last day of such Settlement Period, and (b) the denominator of which is the aggregate Unpaid Balance of all Receivables as of the last day of such Settlement Period.
Defaulted Loan” means a Pool Loan (a) as to which any payment, or part thereof, remains unpaid for more than 90 days from the original due date thereof, (b) as to which any Obligor thereof is subject to an Insolvency Event or (c) which, consistent with the Credit and Collection Policy, would be or should have been written off as uncollectible.
Defaulted Receivable” means a Pool Receivable (a) as to which any payment, or part thereof, remains unpaid for more than 60 days from the original invoice due date thereof, (b) as to which any Account Debtor thereof is subject to an Insolvency Event or (c) which, consistent with the Credit and Collection Policy, would be or should have been written off as uncollectible.
Delinquent Loan” means a Pool Loan (that is not a Defaulted Loan) as to which any payment, or part thereof, remains unpaid for more than 45 days from the original due date thereof.
Delinquent Receivable” means a Pool Receivable (that is not a Defaulted Receivable) as to which any payment, or part thereof, remains unpaid for more than 31 days from the original invoice due date with respect thereto.
Deposit Receivable” means any monetary obligation, whether or not earned by performance, owed to any Originator, Seller (as assignee of any Originator) or any other Person (as assignee of Seller) by an account debtor arising in connection with any of the Originators’ businesses subject to an arrangement where (x) the related account debtor, prior to acquiring such goods, has elected to deposit with the applicable Originator all or a portion of the outstanding balance of such monetary obligation, (y) such monetary obligation is discounted as a
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result of such account debtor making the deposit specified in clause (x) above and (z) the applicable Originator is permitted to apply all or a portion of such deposit towards the satisfaction or partial satisfaction of such monetary obligation.
Dilution” means, as of any date of determination with respect to any Pool Receivable, an amount equal to the sum, without duplication, of the aggregate reduction effected in the Unpaid Balance of such Pool Receivable due to credits, rebates, RESAPs, refunds, disputes, setoff, netting, billing errors, sales or similar taxes, cash discounts, volume discounts, allowances, chargebacks, returned or repossessed goods, defective goods or services, sales and marketing discounts, warranties, any unapplied credit memos and other adjustments or reductions that are made in respect of the applicable Account Debtor; provided, however, that writeoffs to the extent related to the financial or credit condition of an Account Debtor (including the occurrence of an Insolvency Event with respect to the applicable Account Debtor) shall not constitute Dilution.
Dilution Horizon Ratio” means 1.25.
Dilution Ratio” means, with respect to any Settlement Period, a fraction (expressed as a percentage), (a) the numerator of which is the aggregate amount of all Dilutions in respect of Pool Receivables which occurred during such Settlement Period and (b) the denominator of which is the aggregate initial Unpaid Balance of all Receivables originated by any Originator during the Settlement Period immediately prior to such Settlement Period; provided that, solely for purposes of calculating the Dilution Ratio for any Settlement Period in June, July or August of any calendar year, the aggregate amount of Dilutions for returned goods for Receivables arising under any Originator’s crop protection business shall be reduced (to an amount not less than zero) by the CP Return Reserve for the immediately preceding Settlement Period.
Dilution Reserve Floor Percentage” means, as of any date of determination, a percentage determined as follows:
DR x DHR
where:
DR    =    the average of the Dilution Ratios for the preceding twelve Settlement Periods; and
DHR    =    the Dilution Horizon Ratio on such day.
Dilution Volatility Ratio” means, on any day, a percentage determined as follows:
(DS-DR) x (DS/DR)
where:
DS    =    the highest average Dilution Ratio for any three (3) consecutive Settlement Periods observed over the preceding twelve Settlement Periods; and
DR    =    the average of the Dilution Ratios for the preceding twelve Settlement Periods.
Dodd-Frank Act” has the meaning set forth in the definition of Specified Regulation.
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Doubtful” means, with respect to any Loan, that such Loan has a Risk Rating of “Doubtful” in accordance with the Credit and Collection Policy.
Dynamic Dilution Reserve Percentage (Receivables)” means, as of any date of determination, a percentage determined as follows:
{(SF x DR) + DVR} x DHR
where:
SF    =    2.25;
DR    =    the average of the Dilution Ratios for the preceding twelve Settlement Period;
DVR    =     the Dilution Volatility Ratio on such day; and
DHR    =     the Dilution Horizon Ratio on such day.
Dynamic Loss Reserve Percentage (Receivables)” means, as of any date of determination, a percentage determined as follows:
SF x LR x LHR
where:
SF    =    2.25;
LR    =    the highest average of the Loss Ratio (Receivables) for any three (3) consecutive Settlement Periods observed over the preceding twelve Settlement Periods; and
LHR    =    Loss Horizon Ratio on such day.
Dynamic Reserve Percentage (Loans)” means, at any time, an amount equal to the sum of (i) 12%, (ii) the Cumulative Loss Ratio Factor and (iii) the Portfolio Weighted Average Loan Rating Factor.
EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.
EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.
EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
Effective Date” means July 18, 2017.
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Effective Date Amendments” means each of (i) that certain Omnibus Amendment No. 2, dated as of the Effective Date, by and among the Originators, the Administrative Agent and Seller, and (ii) that certain Reaffirmation of Performance Guaranty, dated as of the Effective Date, by the Performance Guarantor.
Effective Date Loans” means each of the Pool Loans sold or purported to be sold by the applicable Originator to the Seller pursuant to the Sale Agreement on or prior to the Effective Date; provided that no Loan shall be deemed an Effective Date Loan to the extent such Loan has been amended or modified following the Effective Date, and as a result of such amendment or modification, a new Obligor Note has been executed and delivered by the applicable Obligor.
Eleventh Amendment Effective Date” means August 30, 2022.
Eligible Assignee” means (i) Administrative Agent, any Purchaser Agent, any Purchaser or any of their respective Affiliates that are financial institutions, insurance company entities or manage a commercial paper conduit or similar entity, (ii) any Liquidity Provider, any Program Administrator or any Enhancement Provider, (iii) any commercial paper conduit or similar entity that is managed by Administrative Agent, any Purchaser or any Purchaser Agent or any of their respective Affiliates and (iv) any financial or other institution that is acceptable to Administrative Agent and, solely with respect to this clause (iv) so long as no Event of Default has occurred and is continuing, the Seller (such consent not to be unreasonably withheld, conditioned or delayed).
Eligible Loan” means, as of any date of determination, a Loan:
(a)    which is denominated and payable only in USD in the United States;
(b)    which is not a Syndicated CHS Loan;
(c)    which is not a Producer Loan with a “10” or “11” Risk Rating and a remaining tenor greater than 24 months;
(d)    which is not an unsecured Producer Loan with a “10” or “11” Risk Rating and a remaining tenor less than or equal to 24 months;
(e)    which is not a Junior Lien Producer Loan with a “11” Risk Rating and a remaining tenor less than or equal to 24 months;
(f)    which is not a Junior Lien Commercial Loan with a “6”, “7”, “8” or “9” Risk Rating and a remaining tenor less than or equal to 24 months;
(g)    which is not an unsecured Commercial Loan with a “6”, “7”, “8” or “9” Risk Rating, a fixed interest rate and a remaining tenor less than or equal to 24 months;
(h)    which is not a Junior Lien Producer Loan with a “7”, “8”, “9” or “10” Risk Rating, a fixed interest rate and a remaining tenor less than or equal to 24 months;
(i)    which is not a First Lien Producer Loan with a “10” or “11” Risk Rating, a fixed interest rate and a remaining tenor less than or equal to 24 months;
(j)    which is not a First Lien Commercial Loan with a “8” or “9” Risk Rating, a fixed interest rate and a remaining tenor less than or equal to 24 months;
(k)    which is not a Producer Loan with a “12”, “13” or “14” Risk Rating;
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(l)    which is not a Commercial Loan with a “10”, “11”, “12”, “13” or “14” Risk Rating;
(m)    the Obligor of which (A) is a resident of, or organized under the laws of, the United States of America and (B) is not a Sanctioned Person;
(n)    which is not a (A) Defaulted Loan or (B) Delinquent Loan, in each case, on the date of acquisition by the Seller;
(o)    (A) the Obligor of which is Solvent and (B) no Insolvency Event has occurred with respect to such Obligor;
(p)    which was originated in the ordinary course of business of the applicable Originator under Loan Documents substantially in the form as set forth as Exhibit D;
(q)    which is currently owing under an Obligor Note, which Obligor Note and the related Loan Documents have been duly authorized and are in full force and effect and constitute the legal, valid and binding obligation of the related Obligor enforceable against such Obligor in accordance with their respective terms;
(r)    which is not subject to any litigation, right of rescission, setoff, counterclaim, dispute or other defense of any Obligor;
(s)    which, together with the Loan Documents related thereto, constitutes an “account,” a “payment intangible,” “chattel paper” or an “instrument” within the meaning of the UCC of all jurisdictions which govern the perfection of the applicable Originator’s, Seller’s and Administrative Agent’s respective interest therein;
(t)    in respect of which no material default exists and there is not then in effect any waiver by the applicable Originator, Servicer or Seller of any (A) material default with respect thereto or (B) any event or circumstance that would, with notice, the passage of time, or both, become a material default with respect thereto;
(u)    the Obligor of which has incurred the obligations relating to such Loan strictly for business purposes and not for personal, family or household purposes;
(v)    the Obligor of which is not an Affiliate of any Originator, Seller, Servicer or Performance Guarantor; provided that Joint Ventures shall be permitted so long as (A) such Obligor does not beneficially own or hold more than 50% of any class of voting securities or the equity interests in CHS and (B) more than 50% of any class of voting securities or the equity interests in such Obligor is not beneficially owned or held by CHS (provided that all Obligors which have Joint Ventures shall be treated as a single Obligor for purposes of the definition of “Concentration Overage Amount (Loans)”);
(w)    which, with respect to any Operating Loan (other than any Operating Loan that is also a Producer Loan), requires interest payments to be made not less frequently than monthly and the outstanding principal balance to be paid in full not later than the applicable due date or commitment termination date for such Operating Loan, but in no event later than fourteen (14) months from the closing date of such Operating Loan;
(x)    which, with respect to any Term Loan (other than any Term Loan that is also a Producer Loan), requires principal payments (A) to be made not less frequently than in equal monthly installments sufficient to fully amortize the outstanding principal balance over the term of the Term Loan and (B) to be paid in full not later than the
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applicable due date for such Term Loan, but in no event longer than ten (10) years from the closing date of such Term Loan, and interest payments to be made not less frequently than monthly;
(y)    which, when added to the Pool Assets, does not result in the aggregate Weighted Average Life of the Eligible Receivables and Eligible Loans to exceed one and a half (1.5) years;
(z)    the Obligor of which was not classified as Substandard, Doubtful or Loss in accordance with the Credit and Collection Policy at the time of acquisition by the Seller;
(aa)    which is secured by a perfected, assignable, first priority security interest in the Related Security in favor of the applicable Originator (or, in the case of a Participation Loan, the agent for the related lender group on behalf of the lenders in such lender group), free and clear of all Adverse Claims prior to the acquisition by the Seller and the applicable Originator (or, in the case of a Participation Loan, the agent for the related lender group on behalf of the lenders in such lender group) has filed an “all assets” UCC-1 filing against each related Obligor;
(bb)    which has not been compromised, adjusted or similarly modified other than in accordance with the Credit and Collection Policy and as permitted by the Transaction Documents;
(cc)    which, together with the related Loan Documents, satisfies in all material respects the applicable requirements of the Credit and Collection Policy;
(dd)    which does not represent a refinancing by the applicable Originator of an existing Loan due to credit reasons or a restructured Loan due to credit reasons;
(ee)    (i) with respect to any Effective Date Loan, the Custodian File and Obligor Note (other than any Obligor Note that has been signed electronically) with respect to such Loan shall have been delivered to the Custodian by the Seller, the Servicer or the Originator, (ii) with respect to any Loan other than an Effective Date Loan, the Custodian File and Obligor Note (other than any Obligor Note that has been signed electronically) with respect to such Loan shall have been delivered within thirty (30) days following the date on which the Seller acquires an interest in such Loan pursuant to the Sale Agreement, and (iii) with respect to any Loan that has been amended or modified following the Effective Date, the applicable amended or modified Loan Documents with respect to such Loan (including any new Obligor Note) shall have been delivered to the Custodian by the Seller, the Servicer or the Originators within thirty (30) days following the date of such amendment or modification;
(ff)    which is not subordinated in any respect to any other Debt of the relevant Obligor;
(gg)    which is not subject to any right of rescission, setoff, counterclaim or any other defense (including defenses arising out of violations of usury laws) of any Obligor, other than defenses arising out of applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights in general and general equity principles;
(hh)    the Obligor of which has been instructed to make all payments directly to a Seller Collection Account or the Concentration Account;
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(ii)    in respect of which no security deposit or reserve paid or created by the related Obligor exists;
(jj)    no portion of the Unpaid Balance of such Loan represents any sales tax, value-added tax or other similar tax;
(kk)    which, together with the Loan Documents related thereto, does not contravene any laws, rules or regulations applicable thereto (including laws, rules and regulations relating to usury, truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy) and with respect to which no party to the Loan Documents related thereto is in violation of any such law, rule or regulation in any respect;
(ll)    the Related Security of which is insured as required by the Credit and Collection Policy;
(mm)    the Unpaid Balance to Stressed Realizable Value for the related Obligor does not exceed 90%;
(nn)    with respect to which all material consents, licenses, approvals or authorizations of, or registrations or declarations with, any Governmental Authority required to be obtained, effected or given in connection with the origination, transfer or pledge of such Loan have been duly obtained, effected or given and are in full force and effect;
(oo)    which is prepayable at any time and, together with the related Loan Documents and Related Security, is fully assignable;
(pp)    with respect to which the Loan Documents are complete and in accordance with the Credit and Collection Policy; provided that, prior to the Obligor Note Delivery Date, such Loan Documents may exclude the related Obligor Note (excluding any Obligor Note that is delivered electronically) until the Obligor Note Delivery Date has occurred, at which time such Obligor Note shall be or shall have been delivered to the Custodian;
(qq)    the Obligor of which has provided the Servicer with monthly financial statements in accordance with the Loan Documents within 35 days of each month end;
(rr)    as to which the applicable Originator has satisfied all obligations on its part with respect to such Loan required to be fulfilled pursuant to the applicable Loan Documents or in connection with the transfer and any applicable agreement pursuant to which such transfer occurs;
(ss)    as to which none of the applicable Originator, Seller, Servicer or Performance Guarantor has taken any action which would impair, or failed to take any action necessary to avoid impairing, the rights of the Administrative Agent for the benefit of the Purchasers therein, other than actions or failures to take action by the Servicer which are permitted under the Credit and Collection Policy and the Transaction Documents;
(tt)    which complies with the representations and warranties made with respect thereto by the applicable Originator in the Sale Agreement;
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(uu)    the Unpaid Balance of which is less than the related Loan Commitment amount under the Loan Documents;
(vv)    for which the contract giving rise to such Loan is governed by the law of one of the States of the United States, the District of Columbia or any territory of the United States;
(ww)    for which the Seller has good and marketable title to, and is the sole legal and beneficial owner of, such Loan free and clear of any Adverse Claim, and the Administrative Agent has a first priority perfected security interest in such Loan and a perfected security interest in the Related Security with respect to such Loan;
(xx)    in the case of any Participation Loan:
(i)    written notice of the transfer of such Participation Loan to the Seller has been delivered to the Obligor thereof and the agent of the related lender group and all other requirements under the related Loan Documents with respect to the transfer of such Participation Loan to the Seller have been satisfied; and
(ii)    no material amendment to or consent under any of the related Loan Documents can be made without the consent of the Seller (or the Servicer on its behalf);
(yy)    that has been sold or contributed by an Originator to Seller pursuant to the Sale Agreement with respect to which sale or contribution all conditions precedent under the Sale Agreement have been met;
(zz)    that, with respect to any Loan that is executed electronically, (i) the electronic execution of such Loan is in compliance with the Credit and Collection Policy, and (ii) each Purchaser Agent shall have received (and shall be an addressee of) a legal opinion from external counsel to the Originators, in form and substance reasonably satisfactory to the Purchaser Agents, opining that under the state law which governs such Loan’s related Loan Documents, any documents or agreements that are governed by the laws of such state and that are executed electronically constitute the valid and enforceable
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obligations of each party to such documents or agreements (and such external counsel shall be licensed to practice law in such state);
(aaa)    which is not a Producer Loan with a fixed rate of interest and a remaining tenor greater than 16 months;
(bbb)    which is not a Retailer Adjusted Loan with a Risk Rating higher than 9 or with an original tenor greater than 18 months; and
(ccc)    the Loan Commitment of which would not cause the aggregate Loan Commitment of all Eligible Loans to exceed $850,000,000.
Eligible Receivable” means, as of any date of determination, a Receivable:
(a)    that is denominated and payable only in USD in the United States;
(b)    the related Account Debtor (i) is a resident of, or organized under the laws of, the United States of America and (ii) is not a Sanctioned Person;
(c)    that is not (A) a Delinquent Receivable on the date of acquisition by the Seller or (B) a Defaulted Receivable;
(d)    (i) the Account Debtor of which is Solvent and (ii) no Insolvency Event has occurred with respect to such Account Debtor;
(e)    (i) that has been generated by the applicable Originator in the United States of America and in the ordinary course of its business, subject to a valid invoice or contract, from the bona fide sale of goods or services to an Account Debtor, (ii) all obligations of the applicable Originator in connection with such Receivable have been fully performed, (iii) no portion of such Receivable is in respect of any amount as to which the related Obligor is permitted to withhold payment until the occurrence of a specified event or conditions (including “guaranteed” or “conditional” sales or any performance by an Originator), (iv) which is not owed to any Originator or Seller as a bailee or consignee for another Person, and (v) which is not issued under cash-in-advance or cash-on-account terms date; provided that, for the avoidance of doubt, no portion of any Receivable billed to any Account Debtor for which the related goods or services have not been delivered or performed by an Originator shall constitute an “Eligible Receivable”;
(f)    that, together with the related Receivable Documentation, is in full force and effect and is a valid and binding obligation of the related Account Debtor, enforceable in accordance with its terms;
(g)    which is not subject to any litigation, right of rescission, setoff, counterclaim, dispute or other defense of the related Account Debtor;
(h)    the Seller has good and marketable title to, and is the sole legal and beneficial owner of, such Receivable and the Related Security free and clear of any Adverse Claim;
(i)    in respect of which no material default exists and there is not then in effect any waiver by the applicable Originator, Servicer or Seller of any (i) material default with
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respect thereto or (ii) any event or circumstance that would, with notice, the passage of time, or both, become a material default with respect thereto;
(j)    which constitutes an “account” or “payment intangible” within the meaning of Article 9 of the UCC of all jurisdictions which govern the perfection of the applicable Originator’s, Seller’s and Administrative Agent’s respective interest therein and is not evidenced by instruments or chattel paper;
(k)    the Account Debtor of which has incurred the obligations relating to such Receivable strictly for business purposes and not for personal, family or household purposes;
(l)    the Account Debtor of which is not an Affiliate of any Originators, Seller, Servicer, CHS or Performance Guarantor;
(m)    no more than 35% of the aggregate Unpaid Balance of all Receivables of the related Account Debtor are Defaulted Receivables;
(n)    (i) solely with respect to Receivables arising out of the Originators’ crop protection business, that has an original payment term that does not exceed 365 days from the original date of the related invoice, and (ii) with respect to Receivables that do not arise out of the Originators’ crop protection business, that has an original payment term that does not exceed 180 days from the original date of the related invoice; provided that the Unpaid Balance of all Eligible Receivables the remaining tenor of which exceeds (1) 90 days but is less than or equal to 180 days cannot exceed (A) between June and November, 15% of the aggregate Unpaid Balance of all Eligible Receivables, and (B) between December and May, 25% of the aggregate Unpaid Balance of all Eligible Receivables, (2) 180 days but is less than or equal to 270 days cannot exceed (A) between June and November, 25% of the aggregate Unpaid Balance of all Eligible Receivables, and (B) between December and May, 15% of the aggregate Unpaid Balance of all Eligible Receivables, and (3) 270 days but does not exceed 365 days cannot exceed 7.50% of the aggregate Unpaid Balance of all Eligible Receivables;
(o)    which has not been compromised, adjusted or similarly modified other than in accordance with the Credit and Collection Policy and as permitted by the Transaction Documents;
(p)    that, together with the related Receivable Documentation, satisfies in all material respects the applicable requirements of the Credit and Collection Policy;
(q)    which represents part or all of the price of the sale of “merchandise”, “insurance” or “services” within the meaning of Section 3(c)(5) of the Investment
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Company Act and which is an “eligible asset” as defined in Rule 3a-7 under the Investment Company Act;
(r)    the related Account Debtor has been instructed to make payments on such Receivable only to a Lockbox, a Collection Account, an Originator Specified Account or the Concentration Account;
(s)    is not subordinated in any respect to any other Debt of the relevant Account Debtor;
(t)    in respect of which no security deposit or reserve paid or created by the related Account Debtor exists;
(u)    no portion of the Unpaid Balance of such Receivable represents any sales tax, value-added tax or other similar tax;
(v)    which does not constitute finance charges, service charges or similar charges (it being understood that only the portion of the Receivable so constituted shall not be eligible);
(w)    which, together with the related Receivable Documentation, does not contravene any laws, rules or regulations applicable thereto (including laws relating to usury, truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy);
(x)    for which the sale, pledge, contribution or assignment of such Receivable and the Related Security pursuant to this Agreement and the Sale Agreement does not (i) violate or contravene any Applicable Law or the related Receivable Documentation, (ii) require notice thereof to the related Account Debtor or any consent therefrom (other than any such notices that have been provided or consents that have been obtained and are in effect) or (iii) require any notice thereof or any consent from any Governmental Authority that has not been provided or obtained;
(y)    that has not been previously sold, assigned, pledged or otherwise transferred by the applicable Originator to any other Person;
(z)    that has been sold or contributed by any Originator to Seller pursuant to the Sale Agreement with respect to which sale or contribution all conditions precedent under the Sale Agreement have been met;
(aa)    that is not a Receivable which arose as a result of the sale of consigned goods or finished goods that have incorporated any consigned goods into such finished goods or a sale in which Seller, any Originator, CHS, Performance Guarantor or Servicer acted as a bailee, consignee or agent of any other Person or otherwise not as principal or otherwise in respect of deferred or unearned revenues;
(bb)    that does not constitute a re-billed amount arising from a deduction taken by the related Account Debtor with respect to a previously arising Receivable;
(cc)    that (i) does not arise from a sale of accounts made as part of a sale of a business or constitute an assignment for the purpose of collection only, (ii) is not a transfer of a single account made in whole or partial satisfaction of a preexisting indebtedness or an assignment of a right to payment under a contract to an assignee that
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is also obligated to perform under the contract and (iii) is not a transfer of an interest in or an assignment of a claim under a policy of insurance;
(dd)    the Administrative Agent has a valid and enforceable first priority perfected security interest in such Receivable and the Related Security, in either case, free and clear of any Adverse Claim;
(ee)    with respect to which all material consents, licenses, approvals or authorizations of, or registrations or declarations with, any Governmental Authority required to be obtained, effected or given in connection with the origination, transfer or pledge of such Receivable have been duly obtained, effected or given and are in full force and effect;
(ff)    solely with respect to Receivables arising out of the Originators’ crop protection business, such Receivable is due and payable by the Account Debtor prior to the date the related RESAP, if any, is due and payable by the applicable Originator; and
(gg)    (i) prior to a RESAP Exclusion Event, no more than 25% of the aggregate Unpaid Balance of all Eligible Receivables and Eligible Loans (x) arise out of transactions subject to a RESAP or (y) are owed by Account Debtors that are also account debtors with respect to any Deposit Receivables, and (ii) at any other time, such Receivable (x) does not arise out of a transaction subject to a RESAP and (y) is not owed by an Account Debtor that is also an account debtor of any Deposit Receivables.
Enhancement Agreement” means any agreement between a Conduit Purchaser and any other Person(s), entered into to provide (directly or indirectly) credit enhancement to such Conduit Purchaser’s commercial paper facility.
Enhancement Provider” means any Person providing credit support to a Conduit Purchaser under an Enhancement Agreement, including pursuant to an unfunded commitment, or any similar entity with respect to any permitted assignee of such Conduit Purchaser.
ERISA” means the Employee Retirement Income Security Act of 1974, as amended, or any successor statute.
ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with Seller, Servicer, Performance Guarantor or any Originator within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).
ERISA Event” means: (i) a Reportable Event with respect to a Pension Plan; (ii) a withdrawal by Seller, Servicer, any Originator, Performance Guarantor or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA); (iii) a complete or partial withdrawal by Seller, Servicer, any Originator, Performance Guarantor or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (iv) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (v) an event or condition which is reasonably expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (vi) the imposition of any liability under Title IV of ERISA, other than PBGC premiums due but not delinquent under Section 4007 of ERISA, upon Seller, Servicer, any Originator, Performance Guarantor or any ERISA Affiliate; or (vii) a transaction by Seller, Servicer, any Originator,
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Performance Guarantor or an ERISA Affiliate that is reasonably expected to be subject to Sections 4069 or 4212(c) of ERISA.
Erroneous Payment” is defined in Section 3.5(a).
Erroneous Payment Deficiency Assignment” is defined in Section 3.5(d).
Erroneous Payment Impacted Investment” is defined in Section 3.5(d).
Erroneous Payment Return Deficiency” is defined in Section 3.5(d).
Erroneous Payment Subrogation Rights” is defined in Section 3.5(d).
EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.
Event of Default” is defined in Section 10.1.
Event of Repurchase” is defined in Section 3.2(b).
Exchange Act” means the Securities Exchange Act of 1934, as amended or otherwise modified from time to time.
Excluded Taxes” means any of the following Taxes imposed on or with respect to an Affected Party or required to be withheld or deducted from a payment to an Affected Party: (i) any Taxes imposed on, or measured by, net income or gains and any franchise Taxes, branch Taxes or branch profits Taxes, but only to the extent such Taxes are imposed by a taxing authority in a jurisdiction (or political subdivision thereof) (a) under the laws of which such Affected Party is organized or incorporated or maintains a lending office (or branch), and (b) as a result of a present or former connection between such Affected Party and the jurisdiction imposing such Tax (other than connections arising from such Affected Party having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced this Agreement, or sold or assigned an interest in this Agreement), (ii) any U.S. federal withholding Tax to the extent it is imposed on amounts payable to such Affected Party (I) when such Affected Party becomes a party to this Agreement or (II) because such Affected Party designates a new lending office, except to the extent that such Affected Party was entitled, at the time of designation of a new lending office (or assignment), to receive such additional amounts from Seller or Servicer, as applicable, pursuant to Section 3.3, (iii) Taxes attributable to such Affected Party’s failure to comply with Section 3.3(e)(vii), and (iv) any U.S. federal withholding tax imposed under FATCA.
FAS 166/167 Capital Guidelines” has the meaning set forth in the definition of Specified Regulation.
FATCA” means Sections 1471 through 1474 of the Code, as of the Closing Date (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code, any applicable intergovernmental agreement entered into in connection with the implementation of the foregoing and any fiscal or regulatory legislation, rules or practices adopted pursuant to any such intergovernmental agreement.
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Federal Funds Rate” means, for any period, a fluctuating interest rate per annum, determined by Administrative Agent, equal (for each day during such period) to:
(a)    the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York; or
(b)    if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the applicable Liquidity Provider or Purchaser Agent from three federal funds brokers of recognized standing selected by it.
Federal Reserve Bank” means the Board of Governors of the Federal Reserve System, or any successor thereto or to the functions thereof.
Fee Letter” means the Seventh Amended and Restated Fee Letter, dated as of the Eleventh Amendment Effective Date, among Seller, CHS, Administrative Agent and the Purchaser Agents.
Final Payout Date” means the date following the Purchase Termination Date on which Total Investment shall have been reduced to zero and all other amounts then accrued or payable to any of the Affected Parties under the Transaction Documents shall have been paid in full in cash.
First Lien Commercial Loan” means a Commercial Loan that is entitled to the benefit of a first lien and first priority perfected security interest on the assets of the respective Obligor.
First Lien Producer Loan” means a Producer Loan that is entitled to the benefit of a first lien and first priority perfected security interest on the assets of the respective Obligor.
Fiscal Quarter” means each three (3) month period beginning on the first day of each of the following months: September, December, March and June.
Floor” means 0.00%.
Floor Reserve Percentage (Loans)” means, at any time, 15%.
Foreign Affected Party” is defined in Section 3.3(e)(vii).
Formation Date” means the date that Seller was originally formed under the laws of the State of Delaware.
GAAP” means generally accepted accounting principles in the United States of America as consistently applied. If at any time Seller or Servicer notifies Administrative Agent that Seller or Servicer requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if Administrative Agent notifies Seller or Servicer that the Purchasers request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP without giving effect to such change in GAAP or in the application thereof that is the subject of such notice until such notice shall have been withdrawn or such provision amended in accordance herewith.
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Governmental Authority” means any government, supranational or political subdivision or any agency, authority, bureau, regulatory body, central bank, commission, department or instrumentality of any such government or political subdivision, or any other entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government or any court, tribunal, grand jury or arbitrator, or any accounting board or authority (whether or not part of a government) which is responsible for the establishment or interpretation of national or international accounting principles, in each case whether foreign or domestic.
Indemnified Amounts” is defined in Section 12.1(a).
Indemnified Party” is defined in Section 12.1(a).
Indemnified Taxes” means Taxes other than Excluded Taxes.
Independent Manager” means a natural person who is a manager of Seller who (I) is not at the time of initial appointment, or at any time while serving as Independent Manager of Seller, and has not been at any time during the preceding five (5) years (a) a stockholder, member, director (with the exception of serving as an independent director of any Affiliates of Seller), manager (with the exception of serving as an independent manager of Seller or any of its Affiliates), officer, employee, partner, attorney or counsel of Seller, Servicer, any Originator, Performance Guarantor or CHS or any of their respective Affiliates; (b) a customer, supplier or other Person who derives any of its purchases or revenues from its activities with Seller, Servicer, any Originator, Performance Guarantor or CHS or any of their respective Affiliates; (c) a Person Controlling or under common Control with any such customer, supplier, stockholder, member, director, manager, officer, employee, partner, attorney, counsel or other Person described in clauses (a) or (b) above; or (d) a member of the immediate family of any such customer, supplier, stockholder, member, director, manager, officer, employee, partner, attorney, counsel or other Person described in clauses (a), (b) or (c) above; and (II) (1) has prior experience as an independent manager or independent director for a company whose charter documents required the unanimous consent of all independent managers or independent directors thereof before such company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy and (2) has at least three years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities.
Information Package” is defined in Section 3.1(a).
Insolvency Event” means, with respect to any Person, (i) a court or governmental agency having jurisdiction in the premises shall enter a decree or order for relief in respect of such Person in an involuntary case under any Debtor Relief Law now or hereafter in effect, or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of such Person or for any substantial part of its property or ordering the winding up or liquidation of its affairs, (ii) an involuntary case under any applicable Debtor Relief Law now or hereafter in effect is commenced against such Person and, unless such Person is Seller, an Obligor or an Account Debtor, such petition remains unstayed and in effect for a period of sixty (60) consecutive days, (iii) such Person shall commence a voluntary case under any applicable Debtor Relief Law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of such Person or any substantial part of its property or make any general assignment for the benefit of creditors, (iv) such Person shall (A) fail to pay its debts generally as such debts become due, (B) make a general assignment for the benefit of creditor or (C) admit in writing its inability to pay its debts
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generally as they become due or (v) such Person shall take any action to authorize any of the actions in furtherance of any of the aforesaid purposes.
Investment Company Act” means the Investment Company Act of 1940, as amended.
Joint Venture” means an Obligor constituting a joint venture of an Originator and one or more unaffiliated entities where (i) such Originator has no more than 50% of the ownership or voting rights in or with respect to such joint venture, (ii) such Originator does not have the ability to directly or indirectly control such joint venture and (iii) the joint venture satisfies the definition of Eligible Loan and has been subject to the same underwriting and credit and collection policies as any other Obligor.
Junior Lien Commercial Loan” means a Commercial Loan that is entitled to the benefit of a lien and priority perfected security interest on the assets of the respective Obligor and is not a First Lien Commercial Loan.
Legal Final Settlement Date” means the Settlement Date following the 138th complete month following the Liquidation Period.
Liquidation Fee” means, for each Rate Tranche (or portion thereof) for each day in any Yield Period or Settlement Period (computed without regard to clause (iii) of the proviso of the definition of “Yield Period”) during the Liquidation Period, the amount, if any, by which:
(a)    the additional Yield (calculated without taking into account any Liquidation Fee) which would have accrued on the reductions of such Purchaser’s Tranche Investment effected pursuant to Section 1.3(c)(ii) or (iii) with respect to such Rate Tranche for such day during such Yield Period or Settlement Period (as so computed) if such reductions had not been made until the last day of such Yield Period or Settlement Period exceeds,
(b)    the income, if any, received for such day during such Yield Period or Settlement Period by the affected Purchaser from investing the proceeds of such reductions of such Purchaser’s Tranche Investment.
Liquidation Period” means the period commencing on the date on which the Administrative Agent notifies the Seller and the Servicer that any condition precedent to Purchases and Reinvestments set forth in Section 5.3 is not satisfied (or expressly waived by each Purchaser) and that the Liquidation Period has commenced, and ending on the Final Payout Date.
Liquidity Advance” means a loan, advance, purchase or other similar action made by a Liquidity Provider pursuant to a Liquidity Agreement.
Liquidity Agreement” means any agreement entered into, directly or indirectly, in connection with or related to this Agreement pursuant to which a Liquidity Provider agrees to make loans or advances to, or purchase assets from, a Conduit Purchaser (directly or indirectly) in order to provide liquidity or other enhancement for such Conduit Purchaser’s Commercial Paper Notes or other senior indebtedness.
Liquidity Provider” means MUFG or any of its Affiliates, Rabobank or any of its Affiliates or any other lender, credit enhancer or liquidity provider that is at any time party to a Liquidity Agreement or any successor or assign of such lender, credit enhancer or liquidity provider or any similar entity with respect to any permitted assignee of a Conduit Purchaser.
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Loan” shall mean the indebtedness of any Obligor under or with respect to an Obligor Note, whether constituting an account, chattel paper, an instrument, a general intangible, payment intangible, promissory note or otherwise, and shall include (i) the right to payment of such indebtedness and any interest or finance charges and other obligations of such Obligor with respect thereto (including the principal amount of such indebtedness, periodic finance charges, late fees and returned check fees), (ii) all proceeds of, and payments or Collections on, under or in respect of any of the foregoing and (iii) all Related Security with respect thereto.
Loan Commitment” means, with respect to any Obligor, the maximum aggregate amount required to be advanced to the related Obligor under the terms of the related Loan Documents.
Loan Document” means, with respect to any Loan, the related Obligor Note and any related loan agreements, security agreements, mortgages, acknowledgements (if required), financing statements and other documents, instruments, certificates or assignments (including amendments or modifications thereof) executed by the Obligor thereof or by another Person on the Obligor’s behalf or for the Obligor’s benefit in respect of such Loan and related Obligor Note, including letters of credit, general or limited guaranties or other credit enhancement.
Loan Investment Base” means, at any time, the Net Loan Pool Balance less the Required Loan Reserves.
Loan Losses” means the Unpaid Balance of any Pool Loans that have been, or should have been, written-off as uncollectible by Servicer in accordance with the Credit and Collection Policy.
Loan Pool” means, at any time, all then outstanding Loans sold or contributed, or purported to be sold or contributed, to Seller pursuant to the Sale Agreement and transferred or purported to be transferred to the Administrative Agent, on behalf of the Purchasers, pursuant to Section 1.2(c).
Loan Pool APR Percentage” means, at any time, an amount equal to the product of (a) the product of (i) the Weighted Average Interest Rate for the Eligible Loans multiplied by (ii) a fraction (expressed as a percentage), (x) the numerator of which is equal to the aggregate Unpaid Balances of all Eligible Loans and (y) the denominator of which is equal to the aggregate Loan Commitments of all Eligible Loans multiplied by (b) the Weighted Average Life (in years) for the Eligible Loans.
Loan Yield and Servicing Fee Reserve Percentage” means, at any time, an amount equal to the product of (a) the sum of (i) the weighted average Yield Rate for the most recently ended Settlement Period multiplied by 1.5 plus (ii) the sum of the Program Fee Rate and the Servicing Fee Rate multiplied by (b) the Weighted Average Life (in years) of the Loan Pool.
Lockbox” means the lockboxes specified as such in Exhibit B, each of which shall be maintained at an Account Bank in the name of Originator.
Loss” means, with respect to any Loan, that such Loan has a Risk Rating of “Loss” in accordance with the Credit and Collection Policy.
Loss Horizon Ratio” means, at any time, the greater of (a) 3.75 and (b) the amount obtained by dividing (i) the sum of (A) the aggregate Unpaid Balance of Eligible Receivables which were originated by any Originator during the most recently ended two (2) Settlement Periods plus (B) the product of (I) the aggregate Unpaid Balance of Eligible Receivables which were originated by any Originator during the third (3rd) most recently ended Settlement Period
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multiplied by (II) the Days Sales Outstanding on such date divided by thirty (30), by (ii) the Net Receivables Pool Balance on such date.
Loss Ratio (Loans)” means the highest average Default Ratio for any three (3) consecutive Settlement Periods observed over the preceding twelve Settlement Periods.
Loss Ratio (Receivables)” means, as of any date of determination, the ratio (expressed as a percentage) of (a) the sum of (i) the aggregate Unpaid Balance of all Receivables that were 61-90 days past their original due date as of the end of the most recently ended Settlement Period plus (ii) the aggregate Unpaid Balance of all Receivables that were charged-off during the most recently ended Settlement Period that were 60 days or fewer days past their due date when charged off, to (b) the initial Unpaid Balance of all Receivables generated by all the Originators during the Settlement Period that is three (3) Settlement Periods prior to the most recently ended Settlement Period.
Loss Reserve Floor Percentage (Receivables)” means, at any time, 15%.
Market Value” means, with respect to any Pool Asset and Related Assets, a percentage of the principal amount of the Pool Asset, not to exceed 100%, determined by the applicable Originator, as of the date such Pool Asset is transferred to the Seller by the Originator, to be the fair market value of such Pool Asset and Related Assets.
Material Adverse Change” means, with respect to any Person (or if no Person is specified, with respect to Seller, CHS, Servicer, Performance Guarantor or any Originator) an event or circumstance that, individually or in the aggregate, results in, or could reasonably be expect to result in, a material adverse change in:
(i)    the financial condition or results of operations of such Person and its Subsidiaries, taken as a whole;
(ii)    the ability of such Person to perform any of its obligations under this Agreement or any other Transaction Document to which it is a party;
(iii)    the status, existence, perfection, priority, enforceability or other rights and remedies of Administrative Agent associated with its interests in the Pool Assets or any material portion thereof; or
(iv)    (a) the validity or enforceability against such Person of any Transaction Document or any Receivable Documentation or Loan Documents to which it is a party or (b) the validity, enforceability or collectability of a material portion of the Pool Assets, including if such event or circumstance would increase the days to pay or Dilution with respect to a material portion of the Pool Receivables.
Monthly Loss Ratio” means, as of any date of determination, a fraction (expressed as a percentage), (a) the numerator of which is equal to the sum of Loan Losses during the most recently ended Settlement Period and (b) the denominator of which is the aggregate Unpaid Balance of all Pool Loans as of the Cut-Off Date of the most recently ended Settlement Period.
Moody’s” means Moody’s Investors Service, Inc.
MUFG” is defined in the preamble.
MUFG Purchaser Group” means the Purchaser Group with Victory, as a Conduit Purchaser, MUFG, as Committed Purchaser and MUFG, as Purchaser Agent.
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Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA to which Seller, Servicer, any Originator, Performance Guarantor or any ERISA Affiliate makes or is obligated to make contributions or has any liability.
Net Loan Pool Balance” means, at any time, an amount equal to (a) the aggregate Unpaid Balance of all Eligible Loans at such time, minus (b) the Concentration Overage Amount (Loans) at such time.
Net Pool Balance” means, at any time, an amount equal to the sum of (a) the Net Loan Pool Balance at such time plus (b) the Net Receivables Pool Balance at such time.
Net Receivables Pool Balance” means, at any time, an amount equal to (a) the aggregate Unpaid Balance of all Eligible Receivables at such time, minus (b) the Account Debtor Concentration Overage Amount at such time, minus (c) solely for each day during the Settlement Periods in May (commencing with the Reporting Date in May), June and July of each calendar year, the CP Return Reserve for each such Settlement Period
Nieuw Amsterdam” means Nieuw Amsterdam Receivables Corporation B.V.
No Petition Agreement” means that certain no proceedings letter agreement, dated as of September 4, 2018, between the Administrative Agent and each Subordinated Note Financier, as such agreement may be amended, restated, supplemented or otherwise modified from time to time.
Notice of Payment” means a Notice of Payment substantially in the form of Exhibit F attached hereto, delivered by the Seller to the Administrative Agent and each Purchaser Agent pursuant to Sections 3.1(d)(vi), 3.2(c) and 3.2(e), as applicable.
Notice of Purchase” means a Notice of Purchase substantially in the form of Exhibit E attached hereto, delivered by the Seller to the Administrative Agent and each Purchaser Agent pursuant to Section 1.2(a)(i).
Obligations” means all obligations of Seller arising in connection with this Agreement and each other Transaction Document, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, including, all Indemnified Amounts, payments on account of Collections received or deemed to be received, fees and the Erroneous Payment Subrogation Rights.
Obligor” shall mean, with respect to any Loan, the Person or Persons directly or indirectly obligated to make payments with respect to such Loan, including any guarantor thereof.
Obligor Note” shall mean, with respect to any Loan, the promissory note, instrument or other writing entered into by the related Obligor in connection with or evidencing the indebtedness of the Obligor under such Loan.
Obligor Note Delivery Date” means July 20, 2017.
OFAC” has the meaning set forth in the definition of Sanctioned Person.
Omnibus Amendment Effective Date” means September 4, 2018.
Omnibus Amendment No. 10 Effective Date” means August 31, 2021
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Operating Loan” means any Loan used to finance working capital and current or seasonal assets (e.g., inventories and accounts receivable) with an original maturity date of fourteen (14) months or less.
Original Agreement” is defined in the preamble.
Originator” means each Person from time to time party to the Sale Agreement as an originator. As of the Effective Date, CHS and CHS Capital are the only Originators.
Originator Account Agreements” means each Deposit Account Control Agreement, dated as of the Closing Date, among CHS or CHS Capital, as applicable, an Account Bank and the Administrative Agent.
Originator Collection Accounts” means the accounts specified as such in Exhibit B, each of which shall be maintained at an Account Bank in the name of an Originator.
Originator Specified Accounts” means the accounts specified as such in Exhibit B, each of which shall be in the name of an Originator.
Participant” is defined in Section 13.3(b).
Participation Loan” means any advance by an Originator to an Obligor under a syndicated loan facility (a) that has closed (without regard to any contemporaneous or subsequent syndication of such advance) prior to such advance becoming a part of the Loan Pool and (b) pursuant to which such Originator acts as administrative agent of the related lender group.
Patriot Act” is defined in Section 13.20.
Payment Recipient” is defined in Section 3.5(a).
Payoff Letter” means that certain Payoff and Termination Agreement, dated as of the Closing Date, by and among the Seller, CHS, CHS Capital, Rabobank, Nieuw Amsterdam, Victory, MUFG and U.S. Bank National Association.
PBGC” means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.
Pension Plan” means an “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by Seller, Servicer, any Originator, Performance Guarantor or any ERISA Affiliate or to which Seller, Servicer, any Originator, Performance Guarantor or any ERISA Affiliate contributes or has an obligation to contribute or to which Seller, Servicer, any Originator, Performance Guarantor or any ERISA Affiliate has any liability.
Performance Guarantor” means CHS.
Performance Guaranty” means the Performance Guaranty, dated as of the Closing Date, entered into by Performance Guarantor in favor of Administrative Agent.
Periodic Term SOFR Determination Day” has the meaning specified in the definition of “Term SOFR”.
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Person” means an individual, partnership, sole proprietorship, corporation (including a business trust), limited liability company, limited partnership, joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof.
PNC Purchaser Group” means the Purchaser Group with PNC Bank, National Association, as Committed Purchaser and PNC Bank, National Association, as Purchaser Agent.
Pool Asset” means any of, and “Pool Assets” means all of, the Pool Receivables and the Pool Loans.
Pool Loan” means a Loan in the Loan Pool sold or purported to be sold by the applicable Originator to the Seller pursuant to the Sale Agreement.
Pool Receivable” means a Receivable in the Receivables Pool sold or purported to be sold by the applicable Originator to the Seller pursuant to the Sale Agreement.
Portfolio Weighted Average Loan Rating Factor” means, with respect to any Obligor, the percentage appearing opposite such Obligor’s applicable rating on the table below:
Rating BucketWA Rating FactorPortfolio WA
Rating Factor
1Greater than 4.00.50%
24.0 to 3.751.00%
33.5 to < 3.751.50%
43.25 to < 3.53.00%
5Less than 3.255.00%

Prime Rate” means, with respect to any Purchaser Group, the rate of interest in effect for such day as publicly announced from time to time by the applicable Purchaser Agent, the related Committed Purchaser or their Affiliates as its “reference rate” or “prime rate”, as applicable. Such “reference rate” or “prime rate” is set by the applicable Purchaser Agent, the related Committed Purchaser or their Affiliates based upon various factors, including such Person’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above or below such announced rate, and is not necessarily the lowest rate charged to any customer.
Producer Loan” means a Loan characterized as a “Producer Loan” under the Credit and Collection Policy.
Program Administration Agreement” means that certain administration agreement between a Conduit Purchaser and Program Administrator governing certain aspects of the administration of such Conduit Purchaser’s commercial paper facility or any other agreement having similar purposes, as in effect from time to time.
Program Administrator” means the administrator designated for a Conduit Purchaser under the Program Administration Agreement.
Program Fee” is defined in the Fee Letter.
Program Fee Rate” is defined in the Fee Letter.
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Program Information” is defined in Section 13.8(a).
Purchase” means any Committed Purchase and/or Uncommitted Purchase.
Purchase Acceptance” is defined in Section 1.2(a)(ii).
Purchase Price” is defined in Section 1.1.
Purchase Request” means a Purchase Request substantially in the form of Exhibit G attached hereto, delivered by the Seller to the Administrative Agent and each Purchaser Agent pursuant to Section 1.2(a)(ii).
Purchase Termination Date” means the earlier of (i) August 29, 2023, (ii) the occurrence of an Event of Default and (iii) sixty (60) days following the date of receipt by each of the other parties to this Agreement of a written notice of termination provided by Seller.
Purchaser” means each Conduit Purchaser and Committed Purchaser, as applicable.
Purchaser Agent” means each Person acting as agent on behalf of a Purchaser Group and listed as such as set forth on the signature pages of this Agreement.
Purchaser Group” means, for each Conduit Purchaser, such Conduit Purchaser, its related Committed Purchaser and its related Purchaser Agent as set forth on Exhibit C.
Purchaser Group Commitment” means, at any time with respect to any Purchaser Group, the aggregate Commitments of all Committed Purchasers at such time in such Purchaser Group as set forth on Exhibit C.
Purchaser Group Committed Investment” means, at any time with respect to any Purchaser Group, the Total Committed Investment of all Purchasers at such time in such Purchaser Group.
Purchaser Group Investment” means, at any time with respect to any Purchaser Group, the sum of such Purchaser Group’s Purchaser Group Committed Investment at such time plus such Purchaser Group’s Purchaser Group Uncommitted Investment at such time.
Purchaser Group Uncommitted Investment” means, at any time with respect to any Purchaser Group, the Total Uncommitted Investment of all Purchasers at such time in such Purchaser Group.
Purchasers’ Total Commitment” means, at any time, the aggregate Commitments of all Committed Purchasers at such time as set forth on Exhibit C.
Purchasers’ Total Uncommitted Amount” means, at any time, the aggregate Uncommitted Amounts of all Purchaser Groups at such time as set forth on Exhibit C.
Purchaser’s Tranche Investment” means, in relation to any Rate Tranche and any Purchaser, the amount of the Purchasers’ Total Investment allocated by such Purchaser’s Purchaser Agent to such Rate Tranche pursuant to Section 2.1; provided that at all times the aggregate amounts allocated to all Rate Tranches shall equal the Total Investment.
Rabobank” means Coöperatieve Rabobank U.A.
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Ratable Share” means, at any time, (i) for any Purchaser Group, a percentage equal to the quotient of (a) the Purchaser Group Commitment for such Purchaser Group at such time, divided by (b) the Purchasers’ Total Commitment at such time and (ii) for any Purchaser, a percentage equal to the quotient of (a) such Purchaser’s Commitment (or, for any Conduit Purchaser, the Commitment of the Committed Purchaser in such Conduit Purchaser’s Purchaser Group) at such time divided by (b) the Purchasers’ Total Commitment at such time.
Rate Tranche” means at any time a portion of the Asset Interest selected by the applicable Purchaser Agent pursuant to Section 2.1 and designated as a Rate Tranche solely for purposes of computing Yield.
Rating Agency” mean each of S&P and Moody’s (and/or each other rating agency then rating the Commercial Paper Notes of any Conduit Purchaser).
Receivable” means any right to payment of a monetary obligation, whether or not earned by performance, owed to any Originator, Seller (as assignee of any Originator) or any other Person (as assignee of Seller) by an Account Debtor arising out of the Originators’ (x) energy and crop nutrient business (but excluding any such rights to payment arising solely (a) from the sale of asphalt, (b) from credit card processing, (c) from deferred, unbilled amounts for fuel delivery, and (d) for pipeline transmission services for fuel delivery) and (y) crop protection business (but excluding any such rights to payment arising solely (a) as rebates from suppliers of goods sold in such business and (b) from credit card processing), in each case whether constituting an account, instrument, document, contract right, general intangible, chattel paper or payment intangible, in each instance arising in connection with the sale of goods or for services rendered, and includes the obligation to pay any finance charges, fees and other charges with respect thereto, together with the Related Security with respect thereto, and with respect to each of the foregoing, all Collections and proceeds thereof. Any such right to payment arising from any one transaction, including any such right to payment represented by an individual invoice or agreement, shall constitute a Receivable separate from a Receivable consisting of any such right to payment arising from any other transaction. Notwithstanding anything contained herein to the contrary, the term “Receivable” shall not include any Deposit Receivable.
Receivable Documentation” means, for each Pool Receivable, the invoice therefor and any other agreement or documentation between the applicable Originator and the applicable Account Debtor giving rise to, and/or setting forth terms and conditions related to the creation and payment of, such Pool Receivable, including in each case any amendments.
Receivables Investment Base” means, at any time, (a) the Net Receivables Pool Balance less (b) the Required Receivable Reserves.
Receivables Pool” means at any time, all then outstanding Receivables sold or contributed, or purported to be sold or contributed, to Seller pursuant to the Sale Agreement and transferred or purported to be transferred to Administrative Agent, on behalf of the Purchasers, pursuant to Section 1.2(c).
Records” means all Receivable Documentation and Loan Documents and other documents, instruments, books, records, purchase orders, agreements, reports and other information (including computer programs, tapes, disks, other information storage media, data processing software and related property and rights) prepared or maintained by any Originator, CHS, Servicer, or Seller, respectively, with respect to, or that evidence or relate to, the Pool Assets, the other Seller Assets or the Account Debtors or Obligors of such Pool Assets.
Regulatory Change” means the occurrence, after the Closing Date, of any of the following: (a) the adoption or taking effect or implementation of any law, rule, regulation or
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treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that, notwithstanding anything herein to the contrary, each Specified Regulation shall be deemed to be a “Regulatory Change”, regardless of the date enacted, adopted, implemented or issued.
Reinvestment” is defined in Section 1.3(a)(ii).
Rejecting Purchaser Group” is defined in Section 1.2(a)(ii)(A).
Related Assets” means (a) all rights to, but not any obligations under, all Related Security with respect to the Pool Assets, (b) all Records (but excluding any obligations under the Receivable Documentation and Loan Documents), (c) all Collections in respect of, and other proceeds of, the Pool Assets or any other Related Security, (d) all rights and remedies of Seller or any Originator, as applicable, under the Sale Agreement, and the other Transaction Documents and any other rights or assets pledged, sold or otherwise transferred to Seller thereunder and (e) all the products and proceeds of any of the foregoing.
Related Security” means, with respect to any Asset:
(i)    all of Seller’s or any Originator’s, as applicable, interest in any goods (including returned goods) and documentation of title evidencing the shipment or storage of any goods (including returned goods), relating to any sale giving rise to such Asset;
(ii)    all instruments and chattel paper that may evidence such Asset;
(iii)    all security interests or liens and property subject thereto from time to time purporting to secure payment of such Asset, whether pursuant to the Receivable Documentation related to such Receivable, the Loan Documents related to such Loan or otherwise, together with all financing statements describing any collateral securing such Asset;
(iv)    all tax refunds and the insurance policies, if any, relating to such Asset including the right to terminate such policies and to receive unearned premiums payable upon such termination, and rights to loss payments under such insurance policies;
(v)    the Receivable Documentation, the Loan Documents and all guaranties, letters of credit, insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Asset whether pursuant to the Receivable Documentation related to such Receivable, the Loan Documents related to such Loan or otherwise;
(vi)    all of Seller’s or any Originator’s, as applicable, rights, interests and claims under the Transaction Documents, the Loan Documents and the Receivable Documentation with respect to such Asset;
(vii)    all books, records and other information (including computer programs, tapes, discs, punch cards, data processing software and related property and rights) relating to such Asset and the related Account Debtor or Obligor; and
(viii)    all proceeds of, and payments or collections on, under or in respect of, any of the foregoing.
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Relevant Governmental Body” means the Federal Reserve Board or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board or the Federal Reserve Bank of New York, or any successor thereto.
Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30-day notice period has been waived by the PBGC.
Reporting Date” is defined in Section 3.1(a).
Repurchase Payments” means payments of the repurchase price for Pool Assets under Section 3.2(b).
Requested Committed Purchase Date” is defined in Section 1.2(a)(i).
Requested Uncommitted Purchase Date” is defined in Section 1.2(a)(ii).
Required Loan Reserves” means, for any day, an amount equal to the product of (a) the sum of (i) the greater of (A) the Floor Reserve Percentage (Loans) at such time and (B) the Dynamic Reserve Percentage (Loans) at such time, plus (ii) the Adjusted Loan Yield and Servicing Fee Reserve Percentage multiplied by (b) the Net Loan Pool Balance at such time.
Required Purchasers” means, at any time, two or more Committed Purchasers whose Commitments at such time aggregate more than 66 2/3% of the Purchasers’ Total Commitment at such time (or, if at such time, the Purchasers’ Total Commitment is zero, two or more Committed Purchasers whose Purchaser Group’s Purchaser Group Investment at such time aggregate more than 66 2/3% of the Total Investment at such time); provided that if at any time there is only one Committed Purchaser, Required Purchasers shall mean such Committed Purchaser.
Required Receivable Reserves” means, for any day, an amount equal to the product of (a) the sum of (i) the greater of (A) the sum of (1) the Dynamic Dilution Reserve Percentage (Receivables) at such time, plus (2) the Dynamic Loss Reserve Percentage (Receivables) at such time, and (B) the sum of (1) the Dilution Reserve Floor Percentage at such time, plus (2) the Loss Reserve Floor Percentage (Receivables) at such time, and (ii) the Yield and Servicing Fee Reserve Percentage (Receivables) multiplied by (b) the Net Receivables Pool Balance at such time.
Required Reserves” means, for any day, an amount equal to the sum of (a) the Required Receivable Reserves plus (b) the Required Loan Reserves.
RESAP” means any rebate that arises under CHS’s Retailer Established Seller Assistance Program and which accrues on a monthly basis and is owed to an Account Debtor in respect of a transaction giving rise to a Receivable that was created as part of the Originators’ crop protection business.
RESAP Exclusion Event” means the occurrence of any of the following events:
(a)    as of the end of any Fiscal Quarter, CHS fails to have a Consolidated Net Worth (as defined in the CHS Credit Agreement) greater than or equal to $4,500,000,000.00;
(b)    as of the end of any Fiscal Quarter, CHS has a ratio of Consolidated Funded Debt (as defined in the CHS Credit Agreement) divided by Consolidated Cash Flow (as defined in the CHS Credit Agreement), as measured on the previous consecutive four Fiscal Quarters, greater than 3.25 to 1.00;
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(c)    CHS has a ratio of Adjusted Consolidated Funded Debt (as defined in the CHS Credit Agreement) to Consolidated Net Worth (as defined in the CHS Credit Agreement), measured at the end of each Fiscal Quarter, greater than 0.75 to 1.00; or
(d)    any Purchaser, in its sole discretion, provides to the Administrative Agent, Seller and Servicer written notice that on and after the date that is ten (10) Business Days after receipt of such notice Receivables that are subject to RESAPs shall no longer be deemed to be Eligible Receivables.
Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.
Responsible Officer” means the chief executive officer, the chief financial officer, the general counsel, the president, the treasurer or an assistant treasurer of CHS, and any other officer, similar official or employee of CHS responsible for the administration of the obligations of CHS in respect of this Agreement, including any person referenced in Schedule 13.2 of this Agreement with respect to Seller or the Servicer, or any replacement of such person.
Retailer Adjusted Loan” means any Producer Loan for which (a) the Obligor of such Loan is required to pay the Unpaid Balance of such Loan and (b) a Person other than the Obligor of such Loan is required to pay all of the interest that accrues on such Loan; provided that, for the avoidance of doubt, “Retailer Adjusted Loans” shall not include a Loan with an interest rate of zero that is designated as a Loan with a fixed rate of interest for purposes of clause (x) of the definition of “Concentration Overage Amount (Loans)”.
Risk Rating” shall mean the score or classification, as determined for each Loan in accordance with the Credit and Collection Policy.
S&P” means S&P Global Ratings, a Standard & Poor’s Financial Services LLC business, and any successor thereto.
Sale Agreement” means the Sale and Contribution Agreement, dated as of the Closing Date, among Originators, as sellers, and Seller, as buyer.
Sanctioned Country” means, at any time, a country or territory which is the subject or target of any Sanctions, including as of the Closing Date, Cuba, Crimea (Ukraine), Iran, Syria and North Korea.
Sanctioned Person” means, at any time, (a) any Person currently the subject or the target of any Sanctions, including any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) (or any successor thereto) or the U.S. Department of State, or as otherwise published from time to time; (b) that is fifty-percent or more owned, directly or indirectly, in the aggregate by one or more Persons described in clause (a) above; (c) that is operating, organized or resident in a Sanctioned Country; (d) with whom engaging in trade, business or other activities is otherwise prohibited or restricted by Sanctions; or (e) (i) an agency of the government of a Sanctioned Country, (ii) an organization controlled by a Sanctioned Country, or (iii) a Person resident in a Sanctioned Country, to the extent subject to a sanctions program administered by OFAC.
Sanctions” means the laws, rules, regulations and executive orders promulgated or administered to implement economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time (a) by the United States government, including those administered by OFAC, the US State Department, the US Department of Commerce (b) by the
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United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom or (c) by other relevant sanctions authorities to the extent compliance with the sanctions imposed by such other authorities would not entail a violation of Applicable Law.
SEC” means the Securities and Exchange Commission or any successor governmental authority.
Securities Act” means the Securities Act of 1933, as amended or otherwise modified from time to time.
Securitisation Regulation” means Regulation (EU) 2017/2042 of 12 December 2017.
Security” is defined in Section 2(a)(1) of the Securities Act.
Seller” is defined in the preamble.
Seller Account Agreement” means that certain Deposit Account Control Agreement, dated as of the Closing Date, among the Seller, an Account Bank and the Administrative Agent.
Seller Assets” is defined in Section 9.1.
Seller Collection Accounts” means the accounts specified as such in Exhibit B, each of which shall be maintained at an Account Bank in the name of Seller.
Servicer” is defined in Section 8.1(a).
Servicer Termination Event” means the occurrence of (i) a Material Adverse Change after the Effective Date with respect to Servicer, (ii) an Insolvency Event with respect to Servicer or (iii) an Event of Default.
Servicing Fee” means the fee for each Settlement Period equal, for each day of such Settlement Period to, the Servicing Fee Rate multiplied by the aggregate Unpaid Balance of all Pool Assets as of the Cut-Off Date of such Settlement Period, multiplied by 1/360, payable in arrears.
Servicing Fee Rate” means 0.25% per annum.
Settlement Date” means, with respect to any Settlement Period, the third (3rd) Business Day following the Reporting Date for such Settlement Period; provided that the last Settlement Date shall be the last day of the last Settlement Period.
Settlement Period” means:
(a)    the period from the Closing Date to the end of the next calendar month thereafter; and
(b)    thereafter, each subsequent calendar month;
provided that the last Settlement Period shall end on the Final Payout Date; provided further that when used with respect to any period prior to the Closing Date, “Settlement Period” shall mean each calendar month.
SOFR” means the secured overnight financing rate as administered by the SOFR Administrator.
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SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).
Solvent” means, with respect to any Person and as of any particular date, (i) the present fair market value (or present fair saleable value) of the assets of such Person is not less than the total amount required to pay the probable liabilities of such Person on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured, (ii) such Person is able to pay its debts and other liabilities, contingent obligations and other commitments as they mature and become due in the normal course of business, (iii) such Person’s debts or liabilities are not beyond its ability to pay such debts and liabilities as they mature and (iv) such Person is not engaged in any business or transaction, and is not about to engage in any business or transaction, for which its property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which such Person is engaged. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual and matured liability.
Specified Regulation” means (A) the final rule titled Risk-Based Capital Guidelines; Capital Adequacy Guidelines; Capital Maintenance: Regulatory Capital; Impact of Modifications to Generally Accepted Accounting Principles; Consolidation of Asset-Backed Commercial Paper Programs; and Other Related Issues, adopted by the United States bank regulatory agencies on December 15, 2009 (the “FAS 166/167 Capital Guidelines”), (B) the Securitisation Regulation, (C) the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and all requests, rules, guidelines or directives thereunder or issued in connection therewith (the “Dodd-Frank Act”), (D) all requests, rules, guidelines and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities relating to (i) the July 1988 paper or the June 2006 paper prepared by the Basel Committee on Banking Supervision (“Basel Committee”) as set out in the publication entitled: “International Convergence of Capital Measurements and Capital Standards: a Revised Framework”, as updated from time to time, or any rules, regulations, guidance, interpretations or directives promulgated or issued in connection therewith by any bank regulatory agency (whether or not having the force of law) (“Basel II”) or (ii) the paper prepared by the Basel Committee as set out in the publication entitled “Basel III: A global regulatory framework for more resilient banks and banking systems”, as updated from time to time, or any rules, regulations, guidance, interpretations or directives promulgated or issued in connection therewith by any bank regulatory agency (whether or not having the force of law) (“Basel III” and together with Basel II, the “Basel Accord”) and (E) any existing or future rules, regulations, guidance, interpretations or directives from any Governmental Authority relating to Accounting Standards Codification 860-10-40-5(a), the FAS 166/167 Capital Guidelines, the Dodd-Frank Act or the BASEL Accord (whether or not having the force of law) or any rules or regulations promulgated in connection therewith by any United Stated bank regulatory agency.
Stressed Realizable Value” means, with respect to any Loan, the value of all Related Security with respect thereto as calculated by the Servicer in accordance with the Credit and Collection Policy using the Obligor’s most recent monthly financial statements received by the Servicer.
Subject Investment” is defined in Section 3.5(d).
Subordinated Note” has the meaning set forth in the Sale Agreement.
Subordinated Note Financiers means each of: MUFG Bank, Ltd., as buyer and buyer agent, each other financial institution from time to time party to any Subordinated Note
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Financing Document, as buyer, and any of their respective Affiliates that is a party to any Subordinated Note Financing Document.
Subordinated Note Financing” means any transaction or series of transactions that may be entered into by one or more Originators and the Subordinated Note Financiers pursuant to which one or more Originators may (a) sell, transfer, assign or convey one or more Subordinated Notes to the Subordinated Note Financiers and/or (b) grant a security interest in one or more Subordinated Notes to the Subordinated Note Financiers.
Subordinated Note Financing Document” means each purchase agreement, sale agreement, credit agreement, loan agreement, repurchase agreement, security agreement and/or other financing agreement entered into from time to time between the Subordinated Note Financiers and one or more Originators in connection with a Subordinated Note Financing, in each case, as amended, restated, supplemented or otherwise modified from time to time.
Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company, association or other business entity of which (i) if a corporation, more than 50% of the total voting power of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled by that Person either directly or through one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, limited liability company, association or business entity other than a corporation, more than 50% of the partnership or other similar ownership interests thereof is at the time owned or controlled by that Person either directly or through one or more of the other Subsidiaries of that Person or a combination thereof.
Substandard” means, with respect to any Loan, one which has a Risk Rating of “adverse” and is classified as Doubtful or Loss in accordance with the Credit and Collection Policy.
Successor Notice” is defined in Section 8.1(b).
Supplemental Purchase Acceptance” is defined in Section 1.2(a)(ii)(B).
Supplemental Purchase Request” is defined in Section 1.2(a)(ii)(A).
Syndicated CHS Loan” means any advance by an Originator to an Obligor under a syndicated loan facility in which such Originator participates as a member of the lender group but is not the originating lender or facility or administrative agent.
Taxes” means all income, gross receipts, rental, franchise, excise, stamp, occupational, capital, value added, sales, use, ad valorem (real and personal), property (real and personal) and taxes, fees, levies, imposts, charges or withholdings of any nature whatsoever, together with any assessments, penalties, fines, additions to tax and interest thereon, howsoever imposed, by any Governmental Authority or other taxing authority in the United States or by any foreign government, foreign governmental subdivision or other foreign or international taxing authority.
Term Loan” means any Loan which is not an Operating Loan used for the purpose of purchasing fixed assets, expansion, remodeling, or building working capital.
Term SOFR” means,
(a)    for any calculation with respect to any Rate Tranche for which the Yield Rate is Term SOFR (other than pursuant to clause (c) of the definition of “Base Rate”), the sum of the
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Term SOFR Credit Spread Adjustment plus the Term SOFR Reference Rate for a tenor of one (1) month on the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of such Yield Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then the Term SOFR Reference Rate will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day, and
(b)    for any calculation with respect to any Rate Tranche for which the Yield Rate is calculated pursuant to clause (c) of the definition of “Base Rate”, the sum of the Term SOFR Credit Spread Adjustment plus the Term SOFR Reference Rate for a tenor of one month on the day (such day, the “Base Rate Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to such day, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Base Rate Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then the Term SOFR Reference Rate will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Base Rate SOFR Determination Day;
provided, further, that if Term SOFR determined as provided above (including pursuant to the proviso under clause (a) or clause (b) above) shall ever be less than the Floor, then Term SOFR shall be deemed to be the Floor.
Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion).
Term SOFR Credit Spread Adjustment” means 0.10%.
Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.
Total Committed Investment” means, at any time with respect to the Asset Interest, an amount equal to (a) the aggregate of the amounts theretofore paid to Seller as the Purchase Price for each Committed Purchase pursuant to Section 1.1(a) less (b) the aggregate amount of Collections theretofore received and actually distributed to the Purchasers, and not reinvested as a Reinvestment, on account of each Purchaser Group’s aggregate Purchaser Group Committed Investment pursuant to Section 1.3 (and not rescinded or otherwise returned or reinvested pursuant to Section 1.3).
Total Investment” means, at any time with respect to the Asset Interest, an amount equal to (a) the aggregate of the amounts theretofore paid to Seller as the Purchase Price pursuant to Section 1.1 less (b) the aggregate amount of Collections theretofore received and actually distributed to the Purchasers, and not reinvested as a Reinvestment, on account of each Purchaser
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Group’s aggregate Purchaser Group Investment pursuant to Section 1.3 (and not rescinded or otherwise returned or reinvested pursuant to Section 1.3).
Total Uncommitted Investment” means, at any time with respect to the Asset Interest, an amount equal to (a) the aggregate of the amounts theretofore paid to Seller as the Purchase Price for each Uncommitted Purchase pursuant to Section 1.1(b) less (b) the aggregate amount of Collections theretofore received and actually distributed to the Purchasers, and not reinvested as a Reinvestment, on account of each Purchaser Group’s aggregate Purchaser Group Uncommitted Investment pursuant to Section 1.3 (and not rescinded or otherwise returned or reinvested pursuant to Section 1.3).
Tranche Investment” means in relation to any Rate Tranche and any Purchaser Group the amount of such Purchaser Group’s Purchaser Group Investment allocated by the related Purchaser Agent to such Rate Tranche pursuant to Section 2.1; provided that at all times the aggregate amounts allocated to all Rate Tranches of all Purchaser Groups shall equal the Total Investment; provided, further, that at all times the aggregate amounts allocated to all Rate Tranches of any Purchaser Group shall equal the aggregate Purchaser Group Investment of such Purchaser Group.
Transaction Documents” means this Agreement, the Sale Agreement, the Performance Guaranty, the No Petition Agreement, the Fee Letter, the Custodian Agreement, the Account Agreements, the Effective Date Amendments, each Notice of Purchase, Seller’s limited liability company agreement, the Payoff Letter, and all other documents, agreements and certificates to be executed and delivered in connection herewith or in connection with any of the foregoing as to which Seller, Servicer, CHS, the Performance Guarantor, any Originator or any of their Affiliates is a party. For the avoidance of doubt, no Subordinated Note Financing Document (other than the No Petition Agreement) shall constitute a Transaction Document hereunder.
Transaction Information” shall mean any information provided to any Rating Agency, in each case, to the extent related to such Rating Agency providing or proposing to provide a rating of any Commercial Paper Notes or monitoring such rating including, without limitation, information in connection with the Seller, any Originator, the Servicer or the Pool Assets.
UCC” means, in respect of each state in the United States of America, the Uniform Commercial Code as from time to time in effect in such state.
UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.
UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.
Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.
Uncommitted Amount” means, at any time and with respect to any Purchaser Group, the maximum amount which the Purchasers in such Purchaser Group may, in their sole and absolute discretion, pay hereunder on account of any Purchase above such Purchaser Group’s Purchaser Group Commitment as set forth on Exhibit C.
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Uncommitted Purchase” is defined in Section 1.1(b).
Uncommitted Ratable Share” means, at any time, for any Purchaser Group, a percentage equal to the quotient of (a) the Uncommitted Amount for such Purchaser Group at such time, divided by (b) the Purchasers’ Total Uncommitted Amount at such time.
Unmatured Event of Default” means any event which, with the giving of notice or lapse of time, or both, would, unless cured or waived, become an Event of Default.
Unmatured Servicer Termination Event” means any event which, with the giving of notice or lapse of time, or both, would, unless cured or waived, become a Servicer Termination Event.
Unpaid Balance” of (i) any Receivable means, at any time, the sum of (a) the unpaid amount thereof, plus (b) the unpaid amount of all finance charges, interest payments and other amounts actually accrued thereon at such time, but excluding, in the case of clause (b) above, all late payment charges, delinquency charges, and extension or collection fees and (ii) any Loan means, at any time, the outstanding principal balance thereof, excluding any accrued and outstanding finance charges and interest payments related thereto; provided that, for the avoidance of doubt, the Unpaid Balance of each Participation Loan shall only include the outstanding principal balance owed to the applicable Originator under such Participation Loan and not the outstanding principal balance owed to any other lender under such Participation Loan.
Unpaid Balance to Stressed Realizable Value” means, with respect to any Obligor, the ratio of (i) the Obligor’s combined Unpaid Balances to (ii) the related Stressed Realizable Value.
Unused Fee” is defined in the Fee Letter.
U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.
U.S. Person” is defined in Section 3.3(e)(vi).
U.S. Tax Compliance Certificate” is defined in Section 3.3(e)(vii)(3).
USD” means United States Dollars, the lawful currency of the United States of America.
Victory” means Victory Receivables Corporation, a Delaware corporation.
Volcker Rule” means Section 13 of the U.S. Bank Holding Company Act of 1956, as amended, and the applicable rules and regulations thereunder.
Voting Interest” shall mean membership or other ownership interests in CHS whose holders are entitled under ordinary circumstances to vote for the election of the directors of CHS or persons performing similar functions (irrespective of whether at the time membership or other ownership interests of any other class or classes shall have or might have voting power by reasoning of the happening of any contingency).
Weighted Average Interest Rate” means, for each Settlement Period (determined as of the last day of each calendar month), the sum, for all Loans, of the amount determined in respect of each Loan by multiplying (i) a fraction, the numerator of which is the Unpaid Balance of such
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Loan and the denominator of which is the Unpaid Balance of all Loans, multiplied by (ii) the applicable interest rate for such Loan; provided that each Retailer Adjusted Loan shall have an interest rate of zero for purposes of this definition.
Weighted Average Life” means, for each Settlement Period (determined as of the last day of each calendar month), the sum, for the Pool Receivables or Pool Loans (calculated separately), of the amount determined in respect of each Receivable or Loan by multiplying (i) a fraction, the numerator of which is the Unpaid Balance of such Receivable or Loan and the denominator of which is the Unpaid Balance of all Receivables or Loans (as applicable), multiplied by (ii) the remaining term to maturity of such Receivable or Loan, expressed in years.
Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.
Yield” means, for any day with respect to any Rate Tranche:
{(PTI x YR)/360} + LF
where:
YR=the Yield Rate for such Rate Tranche;
PTI=Purchaser’s Tranche Investment in such Rate Tranche on such day; and
LF=the Liquidation Fee, if any, for such day.

Yield and Servicing Fee Reserve Percentage (Receivables)” means, on any day, a percentage determined as follows:
((YRxSF)+SFR + PR) x {(DSO)/360}
where:
YR    =    the weighted average Yield Rate for the prior Settlement Period;
SFR    =    the Servicing Fee Rate;
PR    =    the Program Fee Rate;
SF    =    1.5; and
DSO    =    the Days Sales Outstanding on such day.
Yield Period” means (x) with respect to any Rate Tranche that is funded or maintained other than through the issuance of Commercial Paper Notes:
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(a)    the period commencing on the date of the initial Purchase of the Asset Interest, the making of such Liquidity Advance or funding under such Enhancement Agreement or the creation of such Rate Tranche pursuant to Section 2.1 (whichever is latest) and ending such number of days thereafter as the applicable Purchaser Agent shall select in its sole discretion; and
(b)    each period commencing on the last day of the immediately preceding Yield Period for the related Rate Tranche and ending such number of days thereafter as the applicable Purchaser Agent shall select in its sole discretion;
provided, that:
(i)    any such Yield Period (other than a Yield Period consisting of one day) which would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day;
(ii)    in the case of Yield Periods of one day for any Rate Tranche, (A) the initial Yield Period shall be the date such Yield Period commences as described in clause (a) above; and (B) any subsequently occurring Yield Period which is one day shall, if the immediately preceding Yield Period is more than one day, be the last day of such immediately preceding Yield Period, and if the immediately preceding Yield Period is one day, shall be the next day following such immediately preceding Yield Period; and
(iii)    in the case of any Yield Period for any Rate Tranche which commences before the Purchase Termination Date and would otherwise end on a date occurring after the Purchase Termination Date, such Yield Period shall end on the Purchase Termination Date and the duration of each such Yield Period which commences on or after the Purchase Termination Date for such Rate Tranche shall be of such duration as shall be selected by the applicable Purchaser Agent; and
(y)    with respect to any Rate Tranche that is funded or maintained through the issuance of Commercial Paper Notes, each Settlement Period.
Yield Rate” means for any Rate Tranche on any day:
(a)    in the case of a Rate Tranche funded by Commercial Paper Notes, the applicable CP Rate; and
(b)    in the case of a Rate Tranche not funded by Commercial Paper Notes, the applicable Bank Rate for such Rate Tranche;
provided, that:
(i)    on any day as to any Rate Tranche which is not funded by Commercial Paper Notes, the Yield Rate shall equal the applicable Base Rate if (A) Administrative Agent does not receive notice or determine, by 12:00 noon (New York City time) on the third Business Day prior to the first day of the related Yield Period, that such Rate Tranche shall not be funded by Commercial Paper Notes or (B) Administrative Agent or Purchaser Agent determines that (I) funding that Rate Tranche on a basis consistent with pricing based on the applicable Bank Rate would violate any Applicable Law or (II) that deposits of a type and maturity appropriate to match fund such Rate Tranche based on the applicable Bank Rate are not available; and
(ii)    on any day when any Event of Default shall have occurred that has not been waived in accordance with this Agreement or the Purchase Termination Date has occurred by virtue of clause (b) of the definition thereof, the applicable Yield Rate for each Rate Tranche
Appendix 46
749037980


means a rate per annum equal to the higher of (A) the applicable Bank Rate, plus 2.5% per annum and (B) the applicable Prime Rate for such date.
B.    Other Interpretive Matters.
All accounting terms defined directly or by incorporation in this Agreement or the Sale Agreement shall have the defined meanings when used in any certificate or other document delivered pursuant thereto unless otherwise defined therein. For purposes of this Agreement, the Sale Agreement and all such certificates and other documents, unless the context otherwise requires: (a) except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; (b) terms defined in Article 9 of the UCC and not otherwise defined in such agreement are used as defined in such Article; (c) references to any amount as on deposit or outstanding on any particular date means such amount at the close of business on such day; (d) the words “hereof,” “herein” and “hereunder” and words of similar import refer to such agreement (or the certificate or other document in which they are used) as a whole and not to any particular provision of such agreement (or such certificate or document); (e) references to any Section, Schedule or Exhibit are references to Sections, Schedules and Exhibits in or to such agreement (or the certificate or other document in which the reference is made), and references to any paragraph, subsection, clause or other subdivision within any Section or definition refer to such paragraph, subsection, clause or other subdivision of such Section or definition; (f) the term “including” means “including without limitation”; (g) references to any Applicable Law refer to that Applicable Law as amended from time to time and include any successor Applicable Law; (h) references to any agreement refer to that agreement as from time to time amended, restated, extended or supplemented or as the terms of such agreement are waived or modified in accordance with its terms; (i) references to any Person include that Person’s permitted successors and assigns; (j) headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof; (k) unless otherwise provided, in the calculation of time from a specified date to a later specified date, the term “from” means “from and including”, and the terms “to” and “until” each means “to but excluding”; (l) if any calculation to be made hereunder refers to a Settlement Period (or any portion thereof) that would have occurred prior to the Closing Date, such reference shall be deemed to be a reference to a calendar month; and (m) terms in one gender include the parallel terms in the neuter and opposite gender.
Appendix 47
749037980


SCHEDULE I

PAYMENT INSTRUCTIONS
With respect to MUFG:
Bank: MUFG Bank, Ltd.
ABA #: XXX-XXX-XXX
Account #: XXX-XXX-XXX
Account Name: VRC
Customer Name: Cofina Funding LLC

With respect to Rabobank:
Bank:             JPMorgan Chase Bank, N.A.
Swift Address:     CHASUS33
ABA #:         XXX-XXX-XXX
Account #:         XXX-XXXXXX
FAO:             Rabobank International, New York Branch
Reference:         Cofina Funding, LLC
With respect to Nieuw Amsterdam Receivables Corporation B.V.:
Bank: Deutsche Bank Trust Company Americas
ABA #: XXX-XXX-XXX
Account #: XXXXXXXX
Account Name: NYLTD Funds Control Account
Reference: PORT RABO09.1 // NieuwAm // Cofina Funding LLC

With respect to PNC:

Bank: PNC Bank National Association
ABA #: XXX XXX XXX
Account Name: Commercial Loan Department
Account #: XXXXX XXXX XXX
Reference: Cofina Funding, LLC

With respect to Santander:

Bank: Santander Bank, N.A.
BA #:  XXXXXXXXX
Account Name:  Wire Clearing Participations
Account #: XXXXXXXXXX
Reference:  Cofina Funding LLC

Schedule I
749037980


SCHEDULE 13.2

ADDRESSES FOR NOTICES
If to Seller:
Cofina Funding, LLC
5500 Cenex Drive
Inver Grove Heights, Minnesota 55077
Attention: Brent Dickson
Tel: 651-355-5433
Fax:  800-232-3639
Email: brent.dickson@chsinc.com
If to Servicer
CHS Inc.
5500 Cenex Drive
Inver Grove Heights, Minnesota 55077
Attention: Brent Dickson
Tel: 651-355-5433
Fax: 800-232-3639
Email: brent.dickson@chsinc.com
If to MUFG Bank, Ltd.:
MUFG Bank, Ltd.
1221 Avenue of the Americas
New York, NY 10020
Attn: Securitization Group
Tel: 212-782-6957
Fax: 212-782-6448
Email: securitization_reporting@us.mufg.jp
If to Victory Receivables Corporation:
Victory Receivables Corporation
c/o Global Securitization Services, LLC
68 South Service Road, Suite 120
Melville, NY 11747
Attn: David V. DeAngelis
Tel: 631-930-7216
Fax:212-302-8767
Email: ddeangelis@gssnyc.com

Schedule 13.2-1
749037980


If to Nieuw Amsterdam Receivables Corporation B.V.:

Basisweg 10
1043 AP Amsterdam
The Netherlands
Attention: The Directors
Email: secuitisation@intertrustgroup.com; nl-narc@intertrustgroup.com
Facsimile No.: +31 ( 0)20 5214888

With a Copy to:
Coöperatieve Rabobank U.A. (New York Branch)
245 Park Avenue
New York, NY 10167
Attn: NYSG
Tel: 212-8-08-6816
Fax: (914) 304-9324
Email: naconduit@rabobank.com
If to Coöperatieve Rabobank U.A.:
Coöperatieve Rabobank U.A.
Coreselaan 18
3521 CB Utrecht
The Netherlands
With a Copy to:
Coöperatieve Rabobank U.A., New York Branch
245 Park Avenue
New York, NY 10167
Attn: NYSG
Tel: 212-8-08-6816
Fax: (914) 304-9324
Email: naconduit@rabobank.com
If to Coöperatieve Rabobank U.A., New York Branch:
Coöperatieve Rabobank U.A., New York Branch
245 Park Avenue
New York, NY 10167
Attn: NYSG
Tel: 212-8-08-6816
Fax: (914) 304-9324
Email: naconduit@rabobank.com
If to PNC Bank, National Association:

PNC Bank, National Association
The Tower at PNC Plaza
300 Fifth Avenue, 11th Floor
Pittsburgh, PA 15222
Attention: Brian Stanley
Schedule 13.2-2
749037980


Telephone: 412-768-2001
Facsimile: 412-803-7142
Email: brian.stanley@pnc.com
ABFAdmin@pnc.com

If to Santander Bank, National Association:

Santander Bank, National Association
45 East 53rd Street
New York 10022
Telephone:  212-407-4554
Facsimile:  N.A
Attention:  Devang Sodha
Email: devang.sodha@santander.us



Schedule 13.2-3
749037980


EXHIBIT A
CREDIT AND COLLECTION POLICY

EXHIBIT A-1


Exhibit B
Collection Accounts; Lockboxes; Originator Specified Accounts; Concentration Account
1. CHS Inc. Owned Accounts:
Collection Account for Energy & CN A/R:

Bank:            Wells Fargo Bank, N.A.
Address:        420 Montgomery, San Francisco, CA 94104
Routing number:     XXXXXXXXX
Account name:     CHS Inc.
Account number:     XXXXXXXXXX

Lockboxes for Energy & CN A/R:

Lockbox Number:     5912
Lockbox Site Code:     SP
Address:        CHS, NW5912, PO Box 1450, Minneapolis, MN 55485-5912

Lockbox Number:     9087
Lockbox Site Code:     SP
Address:        CHS, NW9087, PO Box 1450, Minneapolis, MN 55485-9087

Collection Account for Crop Protection A/R:

Bank:                               BMO Harris Bank N.A.
Address:                          111 West Monroe Street, 9C, Chicago, IL 60603
Routing number:             XXXXXXXXX
Account Name:               CHS Inc.
Account number:            XXXXXXXX

Collection Account for Crop Protection A/R:

Bank:                               Bremer Bank, National Association
Address:                          500 Willmar Avenue SE, Willmar, MN 56201
Routing number:             XXXXXXXXX
Account name:                CHS Inc.
Account number:            XXXXXXXXX


Exhibit B-1
749037980


2. CHS Capital, LLC Owned Accounts:
Collection Account for CHS Capital, LLC Loans:

Bank:            Merchants Bank
Address:        102 E 3rd St, Winona, MN 55987
Routing number:     XXXXXXXXX
Account number:      XXXXXXXXX

3. Cofina Funding, LLC Owned Accounts:
Collection Account for Cofina Funding, LLC:

Bank:            BMO Harris Bank
Address:        320 E Lake St.  Minneapolis, MN 55408
Routing number:     XXXXXXXXX
Account number:     XXXXXXXXX

Concentration Account:

Bank:            BMO Harris Bank, N.A.
Address:        320 E Lake St.  Minneapolis, MN 55408
Routing number:     XXXXXXXXX
Account number:      XXXXXXXXX




Exhibit B-2
749037980


Exhibit C
Purchaser Groups
Purchaser Group:
MUFG Purchaser Group
Conduit Purchaser:
Victory Receivables Corporation
Committed Purchaser:
MUFG Bank, Ltd.
Purchaser Agent:
MUFG Bank, Ltd.
Purchaser Group Commitment:
$331,000,000
Purchaser Group Uncommitted Amount
$65,000,000
Purchaser Group:
Rabobank Purchaser Group
Conduit Purchaser
Nieuw Amsterdam Receivables Corporation B.V.
Committed Purchaser:
Coöperatieve Rabobank U.A.
Purchaser Agent:
Coöperatieve Rabobank U.A., New York Branch
Purchaser Group Commitment:
$212,500,000
Purchaser Group Uncommitted Amount
$117,500,000
Exhibit C-1
749037980


Purchaser Group:
PNC Purchaser Group
Committed Purchaser:
PNC Bank, National Association
Purchaser Agent:
PNC Bank, National Association
Purchaser Group Commitment:
$162,000,000
Purchaser Group Uncommitted Amount:
$25,000,000
Purchaser Group:
Santander Purchaser Group
Committed Purchaser:
Santander Bank, National Association
Purchaser Agent:
Santander Bank, National Association
Purchaser Group Commitment:
$144,500,000
Purchaser Group Uncommitted Amount:
$42,500,000
Purchasers’ Total Commitment:
$850,000,000
Purchasers’ Total Uncommitted Amount:
$250,000,000
Exhibit C-2
749037980


Exhibit D
Form of Loan Documents
On file with the Administrative Agent
Exhibit D-1
749037980


Exhibit E

Form of Notice of Purchase

[Date of Notice of Purchase]

MUFG Bank, Ltd., as Administrative Agent and Purchaser Agent for the MUFG Purchaser Group
1221 Avenue of the Americas
New York, NY 10020

Coöperatieve Rabobank U.A., New York Branch, as Purchaser Agent for the Rabobank Purchaser Group
245 Park Avenue
New York, NY 10167
PNC Bank, National Association, as Purchaser Agent for the PNC Purchaser Group
The Tower at PNC Plaza
300 Fifth Avenue, 11th Floor
Pittsburgh, PA 15222

Santander Bank, National Association, as Purchaser Agent for the Santander Purchaser Group
45 East 53rd Street
New York 10022

Ladies and Gentlemen:

Reference is made to the Amended and Restated Receivables Purchase Agreement, dated as of July 18, 2017 (and as further amended, supplemented or otherwise modified from time to time, the “Receivables Purchase Agreement”) between, amongst others, Cofina Funding, LLC (the “Seller”), CHS Inc., as servicer (the “Servicer”), each Person from time to time party thereto as a Purchaser and/or a Purchaser Agent and MUFG Bank, Ltd. (f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd.), as Administrative Agent. Capitalized terms defined in the Receivables Purchase Agreement are used herein with the same meanings.
    Pursuant to Section 1.2(a)(i) of the Receivables Purchase Agreement, the Seller (or the Servicer on its behalf) hereby requests that the Purchasers make a ratable Committed Purchase as follows:

1.The date of the Committed Purchase is __________________ (the “Purchase Date”).1

2.The requested Purchase Price for the Committed Purchase is $__________________.

3.The amount of the Committed Purchase is to be allocated to each Purchaser Group in accordance with each Purchaser Group’s Ratable Share of the Committed Purchase.

The Seller hereby certifies, represents and warrants to the Administrative Agent and each Purchaser Agent that on and as of the Purchase Date:

1 This date must be a Business Day, and the related Notice of Purchase must be delivered no later than 11:00 a.m. (New York City time) on the second (2nd) Business Day preceding this date.
Exhibit E-1
749037980


(a)    Attached as Exhibit A hereto is a pro forma Information Package after giving effect to the Committed Purchase and any other Purchase proposed to be made on the Purchase Date;
(b)    each of the representations and warranties contained in Article VI of the Receivables Purchase Agreement, in the Sale Agreement and in each other Transaction Document that are qualified as to materiality are true and correct, and each not so qualified are true and correct in all material respects, in each case, on and as of such day as though made on and as of the Purchase Date (except to the extent such representations and warranties explicitly refer solely to an earlier date or period, in which case they shall be true and correct as of such earlier date or period);
(c)    no event has occurred and is continuing or would result from the Committed Purchase and any other Purchase proposed to be made on the Purchase Date, that constitutes an Event of Default, an Unmatured Event of Default, a Servicer Termination Event or an Unmatured Servicer Termination Event;
(d)    after giving effect to the Committed Purchase and any other Purchase proposed to be made on the Purchase Date, (i) with respect to any Purchaser Group, (x) such Purchaser Group’s Purchaser Group Committed Investment will not exceed such Purchaser Group’s Purchaser Group Commitment and (y) such Purchaser Group’s Purchaser Group Uncommitted Investment will not exceed such Purchaser Group’s Uncommitted Amount, (ii) the Total Committed Investment will not exceed the Purchasers’ Total Commitment, (iii) the Total Uncommitted Investment will not exceed the Purchasers’ Total Uncommitted Amount, and (iv) the Total Investment will not exceed the sum of the Receivables Investment Base and the Loan Investment Base; and
(e)    the Purchase Termination Date has not occurred.


Exhibit E-2
749037980


IN WITNESS WHEREOF, the Seller has caused this Notice of Purchase to be executed and delivered as of this ____ day of _______________, _____.


COFINA FUNDING, LLC, as Seller


By:
    
Name:
Title:
Exhibit E-3
749037980


Exhibit F

Form of Notice of Payment

[Date of Notice of Payment]

MUFG Bank, Ltd., as Administrative Agent and Purchaser Agent for the MUFG Purchaser Group
1221 Avenue of the Americas
New York, NY 10020

Coöperatieve Rabobank U.A., New York Branch, as Purchaser Agent for the Rabobank Purchaser Group
245 Park Avenue
New York, NY 10167
PNC Bank, National Association, as Purchaser Agent for the PNC Purchaser Group
The Tower at PNC Plaza
300 Fifth Avenue, 11th Floor
Pittsburgh, PA 15222

Santander Bank, National Association, as Purchaser Agent for the Santander Purchaser Group
45 East 53rd Street
New York 10022

Ladies and Gentlemen:

Reference is made to the Amended and Restated Receivables Purchase Agreement, dated as of July 18, 2017 (and as further amended, supplemented or otherwise modified from time to time, the “Receivables Purchase Agreement”) between, amongst others, Cofina Funding, LLC (the “Seller”), CHS Inc., as servicer (the “Servicer”), each Person from time to time party thereto as a Purchaser and/or a Purchaser Agent and MUFG Bank, Ltd. (f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd.), as Administrative Agent. Capitalized terms defined in the Receivables Purchase Agreement are used herein with the same meanings.
    Pursuant to [Section 3.1(d)(vi)][Section 3.2(c)][Section 3.2(e)] of the Receivables Purchase Agreement, the Seller (or the Servicer on its behalf) hereby notifies the Administrative Agent and each Purchaser Agent that it will make payments to the reduction of the Obligations in the aggregate principal amount of $________________ on [date].


Exhibit F-1
749037980


IN WITNESS WHEREOF, the Seller has caused this Notice of Payment to be executed and delivered as of this ____ day of _______________, _____.


COFINA FUNDING, LLC, as Seller


By:
    
Name:
Title:



Exhibit F-2
749037980


Exhibit G

Form of Purchase Request

[Date of Purchase Request]

MUFG Bank, Ltd., as Administrative Agent and Purchaser Agent for the MUFG Purchaser Group
1221 Avenue of the Americas
New York, NY 10020

Coöperatieve Rabobank U.A., New York Branch, as Purchaser Agent for the Rabobank Purchaser Group
245 Park Avenue
New York, NY 10167
PNC Bank, National Association, as Purchaser Agent for the PNC Purchaser Group
The Tower at PNC Plaza
300 Fifth Avenue, 11th Floor
Pittsburgh, PA 15222

Santander Bank, National Association, as Purchaser Agent for the Santander Purchaser Group
45 East 53rd Street
New York 10022

Ladies and Gentlemen:

Reference is made to the Amended and Restated Receivables Purchase Agreement, dated as of July 18, 2017 (and as further amended, supplemented or otherwise modified from time to time, the “Receivables Purchase Agreement”) between, amongst others, Cofina Funding, LLC (the “Seller”), CHS Inc., as servicer (the “Servicer”), each Person from time to time party thereto as a Purchaser and/or a Purchaser Agent and MUFG Bank, Ltd. (f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd.), as Administrative Agent. Capitalized terms defined in the Receivables Purchase Agreement are used herein with the same meanings.
    Pursuant to Section 1.2(a)(ii) of the Receivables Purchase Agreement, the Seller (or the Servicer on its behalf) hereby requests that the Purchasers make a ratable Uncommitted Purchase as follows:

1.The date of the Uncommitted Purchase is __________________ (the “Purchase Date”).2

2.The requested Purchase Price for the Uncommitted Purchase is $__________________.

3.The amount of the Uncommitted Purchase is to be allocated to each Purchaser Group as follows:

MUFG Purchaser Group    $____________.

Rabobank Purchaser Group    $____________.
2 This date must be a Business Day, and the related Purchase Request must be delivered no later than 11:00 a.m. (New York City time) on the fifteenth (15th) Business Day preceding this date.
Exhibit G-1
749037980



PNC Purchaser Group        $____________.

Santander Purchaser Group    $____________.

The Seller hereby certifies, represents and warrants to the Administrative Agent and each Purchaser Agent that on and as of the Purchase Date:

(f)    Attached as Exhibit A hereto is a pro forma Information Package after giving effect to the Uncommitted Purchase and any other Purchase proposed to be made on the Purchase Date;
(g)    each of the representations and warranties contained in Article VI of the Receivables Purchase Agreement, in the Sale Agreement and in each other Transaction Document that are qualified as to materiality are true and correct, and each not so qualified are true and correct in all material respects, in each case, on and as of such day as though made on and as of the Purchase Date (except to the extent such representations and warranties explicitly refer solely to an earlier date or period, in which case they shall be true and correct as of such earlier date or period);
(h)    no event has occurred and is continuing or would result from the Uncommitted Purchase and any other Purchase proposed to be made on the Purchase Date, that constitutes an Event of Default, an Unmatured Event of Default, a Servicer Termination Event or an Unmatured Servicer Termination Event;
(i)    after giving effect to the Uncommitted Purchase and any other Purchase proposed to be made on the Purchase Date, (i) with respect to any Purchaser Group, (x) such Purchaser Group’s Purchaser Group Committed Investment will not exceed such Purchaser Group’s Purchaser Group Commitment and (y) such Purchaser Group’s Purchaser Group Uncommitted Investment will not exceed such Purchaser Group’s Uncommitted Amount, (ii) the Total Committed Investment will not exceed the Purchasers’ Total Commitment, (iii) the Total Uncommitted Investment will not exceed the Purchasers’ Total Uncommitted Amount, and (iv) the Total Investment will not exceed the sum of the Receivables Investment Base and the Loan Investment Base;

(j)    after giving effect to any Committed Purchase on such date, each Purchaser Group’s Purchaser Group Committed Investment is greater than or equal to each such Purchaser Group’s Purchaser Group Commitment; and
(k)    the Purchase Termination Date has not occurred.

Exhibit G-2
749037980


IN WITNESS WHEREOF, the Seller has caused this Purchase Request to be executed and delivered as of this ____ day of _______________, _____.


COFINA FUNDING, LLC, as Seller


By:
    
Name:
Title:




Exhibit G-3
749037980


EXHIBIT 3.1(a)
FORM OF INFORMATION PACKAGE
See Attached

Exhibit 3.1(a)
749037980
Exhibit 10.25F

EXECUTION COPY

AMENDMENT NO. 6 TO MASTER FRAMEWORK AGREEMENT
This AMENDMENT NO. 6 TO MASTER FRAMEWORK AGREEMENT (this “Amendment”), is made and entered into as of August 30, 2022, by and among:
MUFG Bank, Ltd., a Japanese banking corporation (“MUFG”), as a Buyer (the “MUFG Buyer”);
MUFG, as agent for the Buyers (in such capacity, “Buyer Agent”);
CHS Inc., a Minnesota corporation (“CHS”) and CHS Capital, LLC, a Minnesota limited liability company (“CHS Capital”), as sellers (each, a “Seller” and, collectively, the “Sellers”);
CHS, as agent for the Sellers (in such capacity, “Seller Agent”); and
solely for purposes of Section 5.3 hereof, CHS, as guarantor (“Guarantor”),
and amends that certain Master Framework Agreement, dated as of September 4, 2018, by and among the MUFG Buyer and the other Buyers from time to time party thereto, Buyer Agent, Sellers and Seller Agent, as amended or otherwise modified from time to time prior to the date hereof, the “Framework Agreement”, and as amended hereby, the “Amended Framework Agreement”). Each of the MUFG Buyer, the Buyer Agent, the Seller Agent and each Seller may also be referred to herein individually as a “Party”, and collectively as the “Parties”.
RECITALS
WHEREAS, the Parties entered into the Framework Agreement and certain other Transaction Agreements for the purpose of providing Sellers with a facility under which the Buyers will enter into certain sale and repurchase agreements with each Seller with respect to their respective Seller Notes;
WHEREAS, Guarantor entered into the Guaranty in favor of Buyer Agent and the Buyers pursuant to which Guarantor guaranteed the payment and performance of all obligations, liabilities and indebtedness owed by Seller under the Transaction Agreements; and
WHEREAS, the Parties now wish to amend the Framework Agreement as set forth below.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants, agreements and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties and, solely for purposes of Section 5.3 hereof, Guarantor agree as follows:

1.Interpretation.

1.1    Definitions. All capitalized terms used but not defined in this Amendment shall have the meanings set forth in the Framework Agreement (including Schedule 1 thereto).

        
749204432 16509877


1.2    Construction. The rules of construction set forth in Section 1.2 of the Framework Agreement shall apply to this Amendment.
2. Amendments.

The definition of “Scheduled Facility Extension Date” in Schedule I to the Framework Agreement is hereby amended, effective from and after the date hereof, to read as follows:

““Scheduled Facility Expiration Date” means August 29, 2023.”.

3. Conditions to Effectiveness.
This Amendment shall be effective as of the date hereof (the “Effective Date”) upon the Buyer Agent’s receipt of counterparts to this Amendment executed by each of the other parties hereto.
4. Representations, Warranties and Undertakings.
4.1    Sellers. In entering into this Amendment, each Seller hereby makes or repeats (as applicable) to Buyer Agent and the MUFG Buyer as of the date hereof (or, to the extent expressly relating to a specific prior date, as of such prior date) the representations and warranties set forth in the Framework Agreement and each other Transaction Agreement to which such Seller is a party, and such representations and warranties shall be deemed to include this Amendment. Each Seller further represents that it has complied with all covenants and agreements applicable to it under the Framework Agreement and each of the other Transaction Agreements to which it is a party.
5.Miscellaneous.
5.1    Counterparts. This Amendment may be executed by the Parties on any number of separate counterparts, by facsimile or email, and all of those counterparts taken together will be deemed to constitute one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signatures are physically attached to the same document. A facsimile or portable document format (“.pdf”) signature page will constitute an original for the purposes of this Section 5.1..
5.2 Ratification. Each of the other Transaction Agreements remains in full force and effect. The Parties hereby acknowledge and agree that, effective from and after the Effective Date, all references to the Framework Agreement in any other Transaction Agreement shall be deemed to be references to the Amended Framework Agreement, and any amendment in this Amendment of a defined term in the Framework Agreement shall apply to terms in any other Transaction Agreement which are defined by reference to the Framework Agreement.
5.3 Guarantor Acknowledgment and Consent. Guarantor hereby acknowledges the Parties’ entry into this Amendment and consents to the terms and conditions hereof, it being understood that such terms and conditions may affect the extent of the Guaranteed Obligations (as defined in the Guaranty) for which Guarantor may be liable under the Guaranty. Guarantor further confirms and agrees that the Guaranty remains in full force and effect after giving effect to this Amendment and, for the avoidance of doubt, acknowledges that any amendment herein to a defined term in the Framework Agreement shall apply to terms in the Guaranty which are defined by reference to the Framework Agreement.
    2
749204432 16509877


5.4 GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PROVISIONS THEREOF OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW.
5.5 Expenses. All reasonable legal fees and expenses of Buyer Agent and each Buyer incurred in connection with the preparation, negotiation, execution and delivery of this Amendment and each related document entered into in connection herewith shall be paid by the Sellers promptly on demand.

5.6    Transaction Agreement. This Amendment shall constitute a Transaction Agreement.

[SIGNATURE PAGES FOLLOW]
    3
749204432 16509877


IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.
MUFG Buyer and Buyer Agent:

MUFG Bank, Ltd.


By:


 
Name:
Title:


[SIGNATURE PAGES CONTINUE ON FOLLOWING PAGE]


[Signature Page to Amendment No. 6 to Master Framework Agreement]
749204432 16509877



Seller and Seller Agent:
CHS Inc.
By:     
Name:
Title:


Seller:
CHS Capital, LLC
By:    
Name:
Title:


[SIGNATURE PAGES CONTINUE ON FOLLOWING PAGE]


[Signature Page to Amendment No. 6 to Master Framework Agreement]
749204432 16509877


Solely for purposes of Section 5.3 hereof:

Guarantor:

CHS Inc.


By:

Name:
Title:


[Signature Page to Amendment No. 6 to Master Framework Agreement]
749204432 16509877
Exhibit 10.30
image_01a.jpgJanuary 1, 2021

Brandon Smith


Brandon:

Following our discussion, this letter constitutes our offer to you for the position of Executive Vice President & General Counsel for CHS Inc. (referred to herein as “CHS” or “Company”). The terms of this offer (the “Offer”) are summarized below. Please note that all dollar figures are pre-tax, unless specified otherwise:
1.Position and Duties: Your position will be Executive Vice President & General Counsel reporting to me. You will be responsible for performing the customary duties and responsibilities for your position as well as any other duties reasonably assigned to you that are consistent with your position and title.
2.Location: This position is located at: 5500 Cenex Drive, Inver Grove Heights, MN 55077 (referred to as IGH).
3.Start Date: Mutually agreed to date between March 15 and March 31, 2021.
4.Base Salary: Your initial base salary will be $570,000.00 annually. Your salary will be paid in accordance with the Company’s normal payroll practices and will be reviewed as provided in the Section entitled “Salary Review” below.
5.Hiring Bonus: Provided you are employed by CHS on each payment date and per the terms below, you will receive a hiring bonus to be paid as follows:
$400,000, less applicable withholdings, paid as a lump sum on a regularly scheduled pay date in June 2021;
$400,000, less applicable withholdings, paid as a lump sum on a regularly scheduled pay date in June 2022;
$400,000, less applicable withholdings, paid as a lump sum on a regularly scheduled pay date in June 2023;
$300,000, less applicable withholdings, paid as a lump sum on a regularly scheduled pay date in June 2024;
For a total hiring bonus payment of $1,500,000.00, less applicable tax withholdings, should you be employed in good standing through the June 2024 payment date, and subject to the repayment terms below. Provided, however, in the event of an employment separation by the Company without “Good Cause” (as defined in paragraph 19) prior to payment of any portion of the hiring bonus, CHS agrees to make any remaining payments in full no later than 60 days from the date of a qualifying separation.
In the event you voluntarily terminate, resign or otherwise end your employment relationship with the Company for other than “Good Reason” or are involuntarily terminated by the Company for “Good Cause” (both terms as defined in paragraph 19): (a) within one (1) year of the Start Date, you agree to reimburse the Company at the rate of 1/12th of the total amount of the first payment ($400,000), net after tax, for each uncompleted month in your first year of employment; and (b) during the second year of employment, you agree to reimburse the Company at the rate of 1/12th of the total amount of the second payment ($400,000), net after tax, for each uncompleted month in your second year of employment. Such total repayment amount shall be due in full no later than sixty (60) days from the date of termination with the Company.
6.Relocation Package: CHS will assist with the expenses of moving and relocation for one household. You will be required to sign a relocation repayment agreement to receive relocation assistance. The relocation assistance offering expires in 12 months and must be utilized within 12 months of your start date.  Additional information and instructions will be provided under separate cover.


January 1, 2021
B Smith Offer Letter
Page 2
7.Reimbursement of COBRA premiums. CHS will reimburse you for one (1) month of COBRA premium payments each for the two current health insurance plans covering you and your family, such payment to be made upon Company’s receipt of acceptable proof of these premium payments and through the Company’s regular payroll process subject to applicable withholdings. CHS will adjust the gross reimbursement amount based on estimated tax withholdings.
8.Annual Variable Pay: You are eligible to participate in the CHS Annual Variable Pay Plan (AVP) beginning with the fiscal year 2021 performance period. The AVP target award for your position is set at 115% of your base salary amount on August 31st of each fiscal year. CHS will give you plan credit starting September 1, 2020 toward any award for the fiscal year 2021 performance period. This will be administered in accordance with the CHS Annual Variable Pay Plan Document, as it may be modified from time to time.
9.Long Term Incentive: You will also be eligible for the CHS Long Term Incentive Plan (LTI) beginning with the fiscal year 2019-2021, 2020-2022 and 2021-2023 performance periods. The target award for your position is 115% of your average base salary for the respective performance period (the average of your August 31 base salary for each year in the three-year performance period). Any award under the LTI will be prorated by the number of full months (credited to September 1, 2020) you are eligible for participation in the LTI during the respective three-year (36-month) LTI performance period. This will be administered in accordance with the CHS Long Term Incentive Plan Document, as it may be modified from time to time.

Any awards under the LTI are contributed to the CHS Deferred Compensation Plan (DCP). Further details of the CHS LTI Plan and CHS DCP will be made available.

10.Benefits: The Company currently offers a competitive benefits program, including medical, dental and life insurance, 401(k) with company match, retirement, profit sharing, paid time off, and paid holidays. An overview of premium contribution amounts for the current plan year will be provided to you under separate cover. You will begin accruing Paid Time Off at the end of one full calendar month of qualified service. Your PTO will accrue at two days per month totaling 24 days in a twelve-month period, and we will also “bank” 10 days of PTO for you to access immediately after your start date. 
11.401(k) Plan: You are eligible to participate in the Company’s 401(k) plan after the first of the month following one month of service. In addition, the Company restores CHS 401(k) matching contributions that are unable to be paid under the plan due to IRS compensation limits. The contributions are deferred into the Deferred Compensation Plan. Additional information can be found in the Executive Benefits and Perquisites Overview 2021 document that you previously received and that will be sent to you again under separate cover.
12.CHS Pension Plan: You are eligible to participate after the first of the month following one year of service. During this one-year eligibility period, the Company will make an equivalent contribution to the non-qualified, Supplemental Executive Retirement Plan (SERP) account. Additional information can be found in the Executive Benefits and Perquisites Overview 2021 document that you previously received and that will be sent to you again under separate cover.
13.CHS Profit Sharing Plan: You are eligible to participate after the first of the month following one year of service. During this one-year eligibility period, the Company will make an equivalent contribution to the non-qualified, Deferred Compensation Plan account. Additional information can be found in the Executive Benefits and Perquisites Overview 2021 document that you previously received and that will be sent to you again under separate cover.
14.Executive Plans: The Company currently offers additional executive plans, including executive long-term disability, executive physical program, and financial planning. Additional information can be found in the Executive Benefits and Perquisites Overview 2021 document that you previously received and that will be sent to you again under separate cover.
15.Performance Review: I will evaluate your performance, at least annually, in the fall of each year.
16.Salary Review: I will evaluate your salary annually and if a compensation change is warranted, the change will be effective in January of each year in accordance with the compensation administration program in effect at that time. Based on your hire date, you will be eligible for your first salary review in January 2022.
17.U.S. Work Eligibility: The Company is required by federal law to prove your eligibility to work in the United States. As a condition of employment, you will be required to complete an I-9 form and provide the appropriate documentation.
18.Previous Employment: You will find that our approach to business and business relationships sets us apart and has resulted in a long history of growth and success.  Please note that we do not want you to bring to CHS or use in your employment with CHS any information or documents of any type from any previous employers,


January 1, 2021
B Smith Offer Letter
Page 3
whether or not confidential. Further, this offer is contingent upon your continued compliance with any and all obligations you may have with your previous employer(s), including without limitation, Non-Compete, Non-Solicitation, Invention Assignment and/or Confidentiality Agreements.

19.At-will Employment; Separation Benefit: Employment with CHS is at-will, meaning either party may terminate voluntarily or involuntarily at any time. In the event of an employment separation by the Company without “Good Cause” or a voluntary separation by you for “Good Reason,” both terms are defined below, and with receipt of a signed general release agreement in a form acceptable to the Company, CHS will provide separation payments of (a) one (1) year of your then base salary, which is inclusive of any severance you may be eligible for under any applicable Company severance plan; and (2) pro-rated AVP payment, if such payment is available for the applicable fiscal year and per the timing for such payment under the AVP, and pro-rated based on time worked in the fiscal year (“Separation Payments”). For purposes of the Separation Payments in this paragraph and as referenced in paragraph 5, the following definitions apply:
Good Cause is defined as (a) deliberate and continued failure to substantially perform duties and responsibilities after written notice; (b) conviction of, or plea of guilty or no contest to, a felony; (c) material violation of Company policy; (d) act of fraud or dishonesty resulting or intended to result in personal enrichment at the Company’s expense; or (e) gross misconduct in performance of duties that result in material economic harm to the Company.
Good Reason is defined as: (a) an assignment of duties or responsibilities that are materially inconsistent with duties or responsibilities of the General Counsel position without cure after reasonable notice; (b) material diminution in authority duties or responsibilities; (c) a 10% or more reduction in salary, except for across-the-board reductions in executive positions; or (d) the Company’s material breach of any obligation under the Offer without cure after reasonable notice.
20.Indemnification: Related to the period of your employment, you will be covered by the indemnification provisions in the Company By-Laws and as set out in the Company’s applicable directors and officers liability insurance policy. A summary of the directors and officers liability insurance policy will be provided to you under separate cover. Further, CHS will agree to indemnify you to the full extent permitted by law with respect to any claim, liability, action, or proceeding instituted or threatened against you, and arising out of or in connection with decisions and/or actions occurring at or by CHS prior to your employment with CHS.

21.This Offer is contingent upon you signing Confidentiality, Noncompetition & Nonsolicitation Agreement, which is attached herewith.

As a condition of employment, all new employees are required to pass a drug screen with a negative result, as well as participate in a background investigation verifying your credentials. Materials necessary to take the pre-employment drug test and background check will be provided to you by Mary Kaul-Hottinger in Human Resources.
If the Offer is acceptable to you, please sign, date and return (a) one copy of this letter to me by Monday, January 4, 2021.
Brandon, we look forward to having you as a member of our team. I am confident you will find this position a challenging and rewarding opportunity.

Sincerely,



Jay D. Debertin
President and CEO
CHS Inc.








January 1, 2021
B Smith Offer Letter
Page 4
Acceptance:

                                            
Brandon Smith                        Date

Agreed by CHS Inc.:

By: __________________________________    


Printed Name: ________________________________


Its:     ___________________________________


DRAFT
CONFIDENTIALITY, NONCOMPETITION
& NONSOLICITATION AGREEMENT

    THIS CONFIDENTIALITY, NONCOMPETITION & NONSOLICITATION AGREEMENT (“Agreement”), is made as of the date first executed below by and between CHS Inc., a Minnesota cooperative corporation (“Company”), and Brandon Smith (“Employee”).

RECITALS

WHEREAS, Company has offered, and Employee has accepted, a position as Executive Vice President & General Counsel for CHS Inc. covering its US and global operations (hereinafter referred as the "Defined Territory").

WHEREAS, Employee acknowledges that Employee will be employed in a position of trust and confidence and will have access to and will become familiar with the products, methods, technology, services, and procedures used and customer information generated therefrom. As part of Employee’s duties, Employee also will develop and maintain close working relationships with Company’s customers.

WHEREAS, Employee acknowledges that Company has expended significant time, energy and resources on promoting, advertising, and developing goodwill and a sound business and brand reputation. Company has developed customers and spent significant time and resources learning and meeting customers’ needs for Company’s services and products. Company also has entered into business relationships designed to generate likely future customers. All of the foregoing are valuable, proprietary and unique assets of Company’s business. Employee acknowledges that the identity of Company’s customers, including customer contact information, preferences and desires, are confidential information which should not be disclosed to persons outside of Company’s organization or used by Employee for Employee’s own benefit or the benefit of another person.

WHEREAS, Employee acknowledges that Company has expended significant time, energy and resources on technology, research, and development of its products and services. Company has developed products, processes, technologies and services that are valuable, special and unique assets of Company’s business. Employee acknowledges that the products, processes, technologies and services, including future changes thereto, are proprietary and confidential information which should not be disclosed to persons outside of Company’s organization or used by Employee for Employee’s own benefit or the benefit of other persons.

WHEREAS, Employee recognizes that the unauthorized disclosure to or use by third parties of any of Company’s confidential or proprietary information, trade secrets, or Employee’s unauthorized use of such information would seriously harm Company’s business and cause monetary loss that would be difficult, if not impossible, to measure.

WHEREAS, Employee wishes to enter into an employment relationship with Company whereby Employee receives the independent consideration offered by this Agreement, and whereby Employee receives access to confidential information and existing and prospective customers, in return for Employee’s unqualified agreement to the terms contained herein.

NOW, THEREFORE, the parties hereby agree as follows:

1.Recitals. Company and Employee acknowledge and agree that the recitals set forth above are true, correct and considered part of the terms of this Agreement.

2.Independent Consideration. This Agreement is part of Employee’s initial offer of employment with Company, and Employee’s agreement to these terms is a condition to employment with the Company. Employee acknowledges that sufficient, proper and independent consideration exists to support this Agreement because of its inclusion in the initial terms of Company’s offer of employment to Employee.

3.Confidential Information.

a.Definition. “Confidential Information” includes (without limitation) the names of Company’s customers; customer files and lists (including but not necessarily limited to the names, addresses and telephone numbers of customers and prospective customers); information about customers and/or their preferences; information relating to Company’s computer hardware and software; marketing information; legal matters, plans and strategies; pricing methods; vendor sources; information regarding Company’s finances and financial condition; accounts; trade secrets; procedures; manuals; financial cost and sales data; supply sources and resources; contracts; price lists, accounting and bookkeeping practices; office policies and practices; business plans; prospect names and lists; existing and potential business opportunities; confidential reports; customers’ needs for Company’s products and services; as well as information specific to the Company’s products, such as source code, coding standards, programming techniques, processes and systems; computer programs, algorithms, techniques, processes, designs, specifications, diagrams, flow charts, ideas, systems, and methods of operation of such programs; and research and development work.




b.Employee acknowledges that during the course of Employee’s employment, Company has given or will give Employee access to its Confidential Information. Employee acknowledges that Company has taken reasonable measures to preserve the secrecy of its Confidential Information, including, but not limited to, requiring Employee to execute this Agreement and developing policies and practices governing the protection of Company’s property (including Confidential information); all such policies are incorporated herein by reference and Employee agrees to abide by the same.

c.Employee recognizes that Company may receive from third parties their confidential or proprietary information subject to a duty to maintain the confidentiality of such information and to use it only for certain limited purposes. Employee agrees that Employee owes Company and such third parties a duty to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm, or corporation (except as necessary in carrying out Employee’s work consistent with Company’s agreement with such third party) or to use it for the benefit of anyone other than for Company or such third party without the express written authorization of a duly authorized officer of Company, whether during or after Employee’s employment.

d.Regardless of the reason for termination of Employee’s employment, Employee agrees that Employee will not, either during or at any time after the termination of Employee’s employment, whether directly or indirectly, use, disclose or in any way misappropriate Company’s Confidential Information which Employee may learn or acquire at any time during Employee’s employment. This includes, without limitation: (i) Employee’s disclosure of Confidential Information to any person or entity unless specifically authorized by Company in writing to do so or as specifically permitted to do so as part of Employee’s job duties (but then only for the benefit of Company); or (ii) Employee’s use of Confidential Information for Employee’s own benefit or for the benefit of any person other than Company.

e.Regardless of the reason for termination of Employee’s employment, if either Employee or Company terminate the employment relationship, Employee will immediately compile and deliver to Company all documents (either in electronic or paper format and including without limitation works in progress, originals and copies), notes, memos, computers, laptops, tablets, smartphones, cellphones, hard drives, jump drives, zip drives, other types of electronic media storage, computer files, diskettes, source codes, manuals, including training materials, catalogs, customer lists, financial information, computer equipment, office equipment, and all other materials in Employee’s possession or control which belong to Company or contain information subject to this Agreement. The return of these documents should not leave any copies or CHS Confidential Information in Employee’s possession.

f.Employee is hereby notified in accordance with the Defend Trade Secrets Act of 2016 that Employee will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (i) is made (a) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (b) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Employee is further notified that Employee files a lawsuit for retaliation by an employer for reporting a suspected violation of law, Employee may disclose the employer’s trade secrets to Employee’s attorney and use the trade secret information in the court proceeding if Employee: (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order.

4.Business Protections.

g.Best Efforts. During Employee’s employment with Company, Employee will serve Company faithfully and to the best of Employee’s ability and will devote Employee’s full business and professional time, energy, and diligence to the performance of Employee’s job duties. Employee will comply with Company’s policies and practices as they exist from time to time. Employee will promptly communicate to Company all business, commercial and investment opportunities or offers presented to Employee, or of which Employee becomes aware, that relate to Company’s business. During Employee’s employment with Company, Employee will not, directly or indirectly, compete with Company, be employed by or provide services to any other person or entity, or engage in any other business activity, without prior written approval from Company. Employee may, however, engage in passive personal investment activities, so long as the activities do not compete with Company, violate Company policies or interfere with Employee’s job duties.

h.Non-Competition Restrictions. To the extent enforceable, Employee agrees that, for a period of one (1) year after termination of Employee’s employment with Company (whether voluntary or involuntary), Employee will not, directly or indirectly, anywhere within the Defined Territory, whether as an individual or through any other person or entity, research, develop, manufacture, sell, distribute, or provide any product or service that performs similar functions or is used for the same general purpose as any product or service that Employee researched, developed, manufactured, sold, distributed, or provided during Employee’s employment with Company.

Page 2 of 5



i.Non-Solicitation Restrictions.

Definition. “Customer” means any person or entity (1) about whom Employee (or Employee’s supervisees) obtained or had access to Confidential Information during Employee’s employment with Company; or (2) with whom, during the 24-month period prior to the termination of Employee’s employment with Company, Employee, directly or indirectly, had contact on behalf of Company and which (A) had a contract or business relationship with Company, (B) negotiated to contract with or enter into a business relationship with Company, or (C) was, directly or indirectly, solicited by Employee to do business with Company.

To the extent enforceable, Employee agrees that, for a period of one (1) year after termination of Employee’s employment with Company (whether voluntary or involuntary), Employee will not, directly or indirectly:

1.Solicit, induce, or attempt to solicit or induce, any Customer, or provide or sell to any Customer any service or product that competes with, or is the same as or substantially similar to, any service or product offered or provided by Company during Employee’s employment with Company. For the avoidance of doubt, “solicit” includes, without limitation, any direct or indirect attempt to gain business from, or establish a business relationship with, a Customer and specifically includes notifying a Customer of Employee’s new contact information following any termination of employment.

2.Induce or persuade, or attempt to induce or persuade, any Customer, or any other person or entity doing business with Company, to alter or terminate its relationship with Company.

3.Solicit or hire, or attempt to solicit or hire, any employee or contractor of Company, or persuade or induce, or attempt to persuade or induce, any employee or contractor to terminate or alter the employee or contractor’s relationship with Company.

5.Copyrights. Employee acknowledges that any computer software, program, or other work of authorship that Employee prepares within the scope of Employee’s employment is a “work made for hire” under U.S. copyright laws and that, accordingly, Company exclusively owns all copyright rights in such computer software, program, and other works of authorship (individually and collectively “Work Product”). For purposes of this Agreement, “scope of employment” means that the Work Product (a) relates to any subject matter pertaining to Employee’s employment with Company, (b) relates to or is directly or indirectly connected with the business, products, projects or Confidential Information of Company, or (c) involves the use of any time, material or facility of Company. If any of the Work Product is not, by operation of law, considered a work made for hire by Employee for Company, or if ownership of all right, title, and interest of the intellectual property rights therein shall not otherwise vest exclusively in Company, Employee hereby irrevocably assigns to Company, and upon the future creation thereof automatically irrevocably assigns to Company, without further consideration, the ownership of all Work Product, including (without limitation) all worldwide right, title, interest, copyright, patent rights, trade secret rights, moral rights and other property rights. Company shall have the right to obtain and hold in its own name, or the name of Company, the copyrights, registrations, and any other protection available in the Work Product. Employee agrees to perform, during and after the term of this Agreement, such further acts as may be necessary or desirable to transfer, perfect, and defend Company’s ownership of the Work Product that are requested by Company.

6.Reasonableness. Employee acknowledges and agrees that the terms set forth in Sections 3 through 5 of this Agreement are reasonable in light of the nature of the position Employee holds with Company, the relationships Employee has established (or will establish) with Company’s customers and prospective customers, and the wages, benefits and bonuses Company has paid to Employee for Employee’s services. Employee further agrees that the restrictions contained in this Agreement shall apply no matter how or why Employee’s employment terminates and regardless of whether the termination is voluntary or involuntary.

7.Remedies. Employee acknowledges and agrees that Employee’s breach of this Agreement would cause irreparable harm to Company and that such harm may not be compensable entirely with monetary damages. If Employee breaches or threatens to breach any term of this Agreement, Company will be entitled as a matter of right to injunctive relief and reasonable attorneys’ fees, costs, and expenses associated with enforcing this Agreement, in addition to any other remedies available at law or equity. Nothing in this Agreement will limit Company’s remedies under any applicable Uniform Trade Secrets Act or elsewhere. If Company is required to furnish a bond or other surety as a precondition to the issuance of any injunctive relief, Employee agrees that such bond or surety shall be in the amount of the lesser of the minimum allowable by law or $2,000.00.

Page 3 of 5



8.Survival of Provisions and Tolling.  This Agreement and Employee's obligations herein, will survive termination of Employee's employment with Company for any reason, whether voluntary or involuntary. In the event that Employee violates the terms of Paragraphs 4(b) or 4(c) of this Agreement, then the time period set forth in the applicable paragraph shall be extended by the duration of any such violations.

9.Severability. If a court rules that any part of this Agreement is not enforceable, the court will modify that part to make it enforceable to the maximum extent possible. If the part cannot be so modified, that part will be severed and the other parts of the Agreement will remain enforceable.

10.Non-waiver. Company’s decision to refrain from enforcing a breach of any part of this Agreement (or Company’s settlement of any claims for breach) will not prevent Company from enforcing the Agreement as to any other breach of this Agreement that Company discovers and shall not operate as a waiver against any future enforcement of any part of this Agreement, any other agreement with Employee or any other agreement with any other employee of Company.

11.Assignment/Third-Party Beneficiaries. This Agreement may be assigned by Company but may not be assigned by Employee under any circumstances. Company’s subsidiaries, successors, affiliates, and/or assigns are third party beneficiaries to this Agreement.

12.Choice of Law; Jurisdiction; Venue. This Agreement will be governed by and construed in accordance with the laws of the state of Minnesota. Any action relating to this Agreement or arising out of or relating to this Agreement will be instituted and prosecuted exclusively in Hennepin County, Minnesota, in either state court (Hennepin County District Court) or federal court (United States District Court for the District of Minnesota). Employee hereby consents to submit to the personal jurisdiction of Hennepin County District Court and United States District Court for the District of Minnesota, and agrees not to bring any action relating to this Agreement or arising out of or in connection with Employee’s employment or termination thereof, in any court other than Hennepin County District Court or United States District Court for the District of Minnesota.

13.At-Will. Nothing in this Agreement is intended to provide nor shall this Agreement provide Employee with any contractual rights to employment for any period of time. Employee acknowledges that Employee’s employment relationship with Company is one of at-will employment. This means that either Employee or Company may terminate the employment relationship at any time and for any reason, with or without cause.

14.No Conflict. Employee represents that Employee is not subject to any contract, agreement, or arrangement, either written or oral, with respect to any other employment, independent contractor, or consulting relationship, which would prevent Employee from entering into this Agreement, which would interfere or conflict with the performance of Employee’s duties or obligations under this Agreement, or which would involve the disclosure of Company’s confidential information. If Employee possesses any information that Employee knows or should know is considered by any former employer of Employee’s to be confidential, trade secret, or otherwise proprietary, Employee will not disclose the information to Company or use the information to benefit Company in any way.

15.Merger/Capacity/Counterparts. This Agreement incorporates the entire understanding between the parties as to its subject matter. Other than as stated herein, Employee has been offered no oral or written promises, inducements, or representations, and Employee executes this Agreement without reliance on any oral or written promises, inducements, or representations other than those set forth in this Agreement. This Agreement may not be canceled, modified or otherwise changed except by another written agreement signed by Employee and the appropriate representative of Company. Employee and Company represent that each party is of legal age, under no legal disability, has full legal authority to enter into this Agreement, and has had a reasonable and adequate opportunity to consult with independent counsel regarding the effect of this Agreement, the sufficiency of the consideration provided Employee hereunder, and the reasonableness of the restrictions set forth herein. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and, all of which taken together will constitute one and the same agreement.


EMPLOYER:    EMPLOYEE:
CHS Inc.


By:    _________________________        By: ______________________________

                        Print Name: _______________________
Its: ____________________________    

Date: ____________________________         Date: ____________________________

Page 4 of 5


EXHIBIT 21.1
SUBSIDIARIES OF THE REGISTRANT
SUBSIDIARY 
JURISDICTION OF
INCORPORATION/
ORGANIZATION
Agri Point Ltd.Republic of Cyprus
CENEX Ag, Inc. Delaware
   
CENEX Pipeline, LLC Minnesota
   
CHS de Argentina, S.A. Argentina
CHS AGRONEGOCIO - Industria e Comercio Ltda. Brazil
CHS Canada, ULCAlberta
CHS Country Operations Canada, Inc.Alberta
CHS Credit Management Services, LLCMinnesota
CHS Capital, LLCMinnesota
CHS (Taiwan) Commodity Trading Co. LtdTaiwan
CHS Trading Company Australia Pty. Ltd. Australia
CHS Energy Canada Inc.Alberta
   
CHS Hallock Canada, IncManitoba
CHS Hallock, LLCMinnesota
CHS Hedging, LLCDelaware
CHS Holdings, LLC Minnesota
CHS Inc. de Mexico Mexico
   
CHS Europe S.a.r.l Switzerland
   
CHS INC Iberica SL, a subsidiary of CHS Europe S.a.r.l Spain
   
CHS Latin America Holdings LLCMinnesota
CHS Luxembourg, 1 S.a.r.lLuxembourg
CHS Milling LPDelaware
CHS Tarim ve Gida Sanayii Limited SirketiTurkey
CHS Ukraine, LLC, a subsidiary of CHS Europe S.a.r.l Ukraine
   
CHS Bulgaria Ltd., a subsidiary of CHS Europe S.a.r.lBulgaria
CHS Agritrade Hungary Ltd., a subsidiary of CHS Europe S.a.r.lHungary
CHS Bermuda GPBermuda
CHS Bermuda 1 GPBermuda
CHS Bermuda 2 GPBermuda
CHS Hong Kong Limited, a subsidiary of CHS Europe S.a.r.l Hong Kong
CHS (Shanghai) Trading Co., Ltd., a subsidiary of CHS Hong Kong Ltd China



SUBSIDIARY 
JURISDICTION OF
INCORPORATION/
ORGANIZATION
CHS Italy S.r.l.Italy
CHS Korea, LLCSouth Korea
CHS McPherson Refinery, Inc. Kansas
CHS Pacific Private LimitedRepublic of Singapore
CHS Serbia D.O.O. Novi Sad, a subsidiary of CHS Europe S.a.r.lSerbia
CHS Singapore Trading Company PTE. LTD.Republic of Singapore
CHS South Sioux City Inc.Delaware
CHS Uruguay SRLUruguay
CHS de Peru SRLPeru
CHS-Farmco, Inc. Kansas
   
CHS-GC, Inc.Colorado
   
CHS-Holdrege, Inc. Nebraska
   
CHS-M&M, Inc. Colorado
CHS-Shipman, Inc.Illinois
CHS-Sub Tillman, Inc.Oklahoma
CHS-Wallace County, Inc. Kansas
   
Circle Land Management, Inc. Minnesota
   
Cofina Funding, LLC, a subsidiary of CHS Capital, LLC Delaware
CoGrainWashington
   
CHS Capital ProFund LLC, a subsidiary of CHS Capital, LLC Minnesota
CZL Ltd.Japan
Fin-Ag, Inc. South Dakota
   
Front Range Pipeline, LLC Minnesota
   
GTL Resources LimitedEngland
GTL Resources Overseas Investments LimitedEngland
GTL Resources USA, Inc.Delaware
IGH Insurance Company, ICWashington DC
Illinois River Energy, LLCDelaware
Jayhawk Pipeline, LLCKansas
Kaw Pipe Line CompanyDelaware
Lewis-Clark Terminal, Inc.Idaho
Market Street Terminal, LLCIllinois



SUBSIDIARY 
JURISDICTION OF
INCORPORATION/
ORGANIZATION
   
M Tarhaz Raktarozasi es Szolgaltato Korlatolt Felelossegu TarsasagHungary
Patriot Fuels Biodiesel, LLCIllinois
Patriot Holdings, LLCIllinois
Patriot Land Holdings, LLCIllinois
Patriot Renewable Fuels, LLCIllinois
Rockville Propane Terminal LLCMinnesota
Russell Consulting Group, LLC Nebraska
   
CHS Agritrade Romania SRL, a subsidiary of CHS Europe S.a.r.lRomania
S.C. Silotrans S.R.L.Romania
S.C. Transporter S.R.L., a subsidiary of S.C. Silotrans S.R.L.Romania
S.P.E CHS Plant Extracts Ltd.Israel
Sinav LimitedEngland
CHS de Paraguay SRL, a subsidiary of CHS Singapore Trading Company PTE. LTD.Paraguay
Southwest Crop Nutrients, LLC Kansas
   
St. Hilaire Ag Insurance, Inc. Minnesota
   
St. Paul Maritime Corporation Minnesota
Terminal Marialva Ltda.Brazil
Watertown Crop Nutrients, LLC South Dakota
West Central Distribution, LLCMinnesota



Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-154819, 333-177326, 333-212440 and 333-264154) of CHS Inc. of our report dated November 2, 2022 relating to the financial statements and financial statement schedule, which appears in this Form 10-K.



/s/ PricewaterhouseCoopers LLP
Minneapolis, Minnesota
November 2, 2022




Exhibit 24.1
POWER OF ATTORNEY

    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Jay D. Debertin and Olivia Nelligan, and each of them, his or her true and lawful attorneys-in-fact and agents, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities to sign a Form 10-K under the Securities Act of 1933, as amended, of CHS Inc. and any and all amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or the substitutes for such attorneys-in-fact and agents, may lawfully do or cause to be done by virtue hereof.
NameTitleDate
/s/ Jay D. Debertin
President and Chief Executive Officer
11/1/2022
Jay D. Debertin
(principal executive officer)
/s/ Olivia Nelligan
Executive Vice President and Chief Financial Officer
11/1/2022
Olivia Nelligan
(principal financial officer)
/s/ Daniel Lehmann
Vice President Finance, Corporate Controller and Chief Accounting Officer11/1/2022
Daniel Lehmann
(principal accounting officer)
/s/ Daniel Schurr
Chair of the Board of Directors9/8/2022
Daniel Schurr
/s/ David Beckman
Director9/8/2022
David Beckman
/s/ Clinton J. Blew
Director9/8/2022
Clinton J. Blew
/s/ Hal Clemensen
Director9/8/2022
Hal Clemensen
/s/ Scott A. Cordes
Director9/8/2022
Scott A. Cordes
/s/ Jon Erickson
Director9/8/2022
Jon Erickson
/s/ Mark Farrell
Director9/8/2022
Mark Farrell
/s/ Steven Fritel
Director9/8/2022
Steve Fritel



NameTitleDate
/s/ Alan Holm
Director9/8/2022
Alan Holm
/s/ David Johnsrud
Director9/8/2022
David Johnsrud
/s/ Tracy G. Jones
Director9/8/2022
Tracey G. Jones
/s/ David R. Kayser
Director9/8/2022
David R. Kayser
/s/ Russell A. Kehl
Director9/8/2022
Russell A. Kehl
/s/ Perry Meyer
Director9/8/2022
Perry Meyer
/s/ Steve Riegel
Director9/8/2022
Steve Riegel
/s/ Kevin Throener
Director9/8/2022
Kevin Throener
/s/ Cortney Wagner
Director9/8/2022
Cortney Wagner



Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002

I, Jay D. Debertin, certify that:
1.I have reviewed this Annual Report on Form 10-K for the fiscal year ended August 31, 2022, of CHS Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 2, 2022
/s/ Jay D. Debertin
Jay D. Debertin
President and Chief Executive Officer



Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002

I, Olivia Nelligan, certify that:
1.I have reviewed this Annual Report on Form 10-K for the fiscal year ended August 31, 2022, of CHS Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 2, 2022
/s/ Olivia Nelligan
Olivia Nelligan
Executive Vice President and Chief Financial Officer



Exhibit 32.1

CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)

    In connection with the Annual Report on Form 10-K of CHS Inc. (the “Company”) for the fiscal year ended August 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jay D. Debertin, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Jay D. Debertin
Jay D. Debertin
President and Chief Executive Officer
November 2, 2022








Exhibit 32.2

CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)

    In connection with the Annual Report on Form 10-K of CHS Inc. (the “Company”) for the fiscal year ended August 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Olivia Nelligan, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Olivia Nelligan
Olivia Nelligan
Executive Vice President and Chief Financial Officer
November 2, 2022