EXHIBIT 10.20

LIMITED LIABILITY COMPANY AGREEMENT

OF

COUNTRY ENERGY, LLC

                                TABLE OF CONTENTS

                                                                            Page

ARTICLE I DEFINITIONS                                                          1
         1.1      Terms Defined in the Act                                     1
         1.2      Terms Defined Herein                                         1
         1.3      Other Definitional Provisions.                              13

ARTICLE II BUSINESS PURPOSE                                                   13
         2.1      Name; Business Purpose                                      13
         2.2      Powers                                                      14
         2.3      Registered Office and Registered Agent                      14
         2.4      Amendment of the Certificate                                14
         2.5      Effective Date                                              14
         2.6      Agreement to Finalize Certain Operative Documents           14
         2.7      Due Diligence                                               14
         2.8      Liability of Members                                        15
         2.9      Authority; Investment Intent; Restriction Against Transfer  15
         2.10     Business Plan                                               15
         2.11     Risk Management Policy                                      16
         2.12     Representations Regarding 1997 Sales Figures                16

ARTICLE III CAPITALIZATION                                                    16
         3.1      Initial Contributions                                       16
         3.2      Capital Calls                                               17
         3.3      Defaults on Initial Contributions or Capital Calls          17
         3.4      Capital Accounts.                                           19
         3.5      Capital Withdrawal Rights, Interest and Priority            20
         3.6      Loans                                                       20

ARTICLE IV ALLOCATIONS AND DISTRIBUTIONS                                      21
         4.1      Non-Liquidating Cash Distributions                          21
         4.2      Liquidation Distributions                                   21
         4.3      Profits, Losses and Distributive Shares of Tax Items        22
         4.4      Allocation of Income, Loss and Credits                      22
         4.5      Special Rules Regarding Allocations                         22
         4.6      Preferred Return                                            25
         4.7      Withholding of Distributions                                25
         4.8      No Priority                                                 25
         4.9      Tax Withholding                                             25
         4.10     Reserves                                                    25
         4.11     Setoff                                                      26

ARTICLE V MANAGEMENT AND OPERATIONS                                           26

         5.1      Management                                                  26
         5.2      Co-Presidents/President                                     27
         5.3      Officers and Employees                                      28
         5.4      Agency                                                      29
         5.5      Agency Fee                                                  29
         5.6      Sales Split                                                 29
         5.7      Exchange Agreements                                         31
         5.8      Management Services                                         31
         5.9      Lease of Office Space                                       31
         5.10     Contracts with Members or their Affiliates                  31
         5.11     Other Business Ventures                                     31
         5.12     Competition                                                 32
         5.13     Confidentiality                                             32
         5.14     Truck Transportation                                        32
         5.15     Claims Arising from the Sale of Energy Products             32
         5.16     Execution of Documents Filed with Secretary of State of
                  Delaware                                                    33
         5.17     Liability and Indemnification                               33

ARTICLE VI ACCOUNTING AND BANK ACCOUNTS                                       36
         6.1      Fiscal Year                                                 36
         6.2      Books and Records                                           37
         6.3      Financial Reports                                           37
         6.4      Tax Returns and Elections; Tax Matters Member               37
         6.5      Section 754 Election                                        38
         6.6      Bank Accounts                                               38

ARTICLE VII TRANSFERS OF INTERESTS                                            38
         7.1      Prohibition on Transfer                                     38
         7.2      Involuntary Transfers                                       38
         7.3      Substitute Member                                           39
         7.4      Binding on Transferee                                       39

ARTICLE VIII DISPUTE RESOLUTION                                               39
         8.1      General Management Issues                                   39
         8.2      Business Issues and Legal Issues                            40

ARTICLE IX DISSOLUTION AND TERMINATION                                        41
         9.1      Events Causing Dissolution                                  41
         9.2      Effect of Dissolution                                       43
         9.3      Plan of Liquidation                                         43
         9.4      Application of Proceeds                                     44
         9.5      Continuing Obligations                                      44

ARTICLE X MISCELLANEOUS                                                       44
         10.1     Title to Assets                                             44

         10.2     Nature of Interest in the Company                           44
         10.3     Notices                                                     44
         10.4     Waiver of Default                                           44
         10.5     No Third Party Rights                                       45
         10.6     Entire Agreement                                            45
         10.7     Amendments to this Agreement                                45
         10.8     Severability                                                45
         10.9     Binding Agreement                                           45
         10.10    Headings                                                    45
         10.11    Counterparts                                                45
         10.12    Governing Law                                               46

SCHEDULES:
Schedule 2.12(a)
Schedule 2.12(b)
Schedule 5.6(d)

EXHIBITS:
Exhibit A         Asset Contribution Agreements
Exhibit B         Management Services Agreements
Exhibit C         Personnel Lease Agreements
Exhibit D         Agency Agreements
Exhibit E         Exchange Agreements
Exhibit F         Office Lease Agreements

LIMITED LIABILITY COMPANY AGREEMENT

OF

COUNTRY ENERGY, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT is entered into as of June 29, 1998, by Cenex Harvest States Cooperatives, a Minnesota cooperative corporation ("CHS") and Farmland Industries, Inc., a Kansas cooperative corporation ("Farmland") (each, a "Member," and collectively, the "Members").

RECITAL

The Members have caused Country Energy, LLC (the "Company") to be formed under the Delaware Limited Liability Company Act for the following purposes: (a) to serve as the exclusive agent for the Members for (i) the marketing, sales and distribution of Energy Products to Customers, (ii) the invoicing and collection of receivables arising from the sale of Energy Products to Customers and (iii) the purchasing of Energy Products; and (b) to perform all acts necessary and incidental to the foregoing. The Members adopt this Agreement as the Limited Liability Company Agreement of the Company as contemplated in the Delaware Limited Liability Company Act.

AGREEMENT

In consideration of the foregoing and the mutual covenants and promises contained herein, the Members agree as follows:

ARTICLE I
DEFINITIONS

1.1 Terms Defined in the Act. Unless defined specifically herein, terms relating to a limited liability company shall have the meanings given in the Delaware Limited Liability Company Act.

1.2 Terms Defined Herein. As used herein, the following terms shall have the following meanings, unless the context otherwise specifies:

"ACT" means the Delaware Limited Liability Company Act, as amended from time to time.

"ADJUSTED CAPITAL ACCOUNT DEFICIT" means, with respect to each Member, the deficit balance, if any, in such Member's Capital Account as of the end of the relevant fiscal year, after giving effect to the following adjustments: (i) increased for any amounts such Member is unconditionally obligated to restore and the amount of such Member's share of Company Minimum Gain and Member Minimum Gain after taking into account any changes during such year; and (ii) reduced by the items described in Treasury Regulations ss. 1.704-1(b)(2)(ii)(d)(4), (5) and (6).

"AFFILIATE" of a Person means an entity which controls, is controlled by or is under common control with such Person.

"AGENCY AGREEMENT" means an agreement between the Company and a Member in the form attached as Exhibit D, pursuant to which the Company will serve as the exclusive agent for the Member for (i) the marketing, sales and distribution of Energy Products to Customers, (ii) the invoicing and collection of receivables arising from the sale of Energy Products to Customers, and (iii) the purchasing of Energy Products.

"AGENCY FEE" means the fee to be paid to the Company by each Member as compensation for serving as such Member's agent pursuant to the Agency Agreement.

"AGENCY FEE PERCENTAGE" means, for each fiscal year or other period, with respect to a Member, the total amount of Agency Fees payable to the Company by such Member with respect to such period divided by the total amount of Agency Fees payable to the Company by all Members with respect to such period, multiplied by 100.

"AGREEMENT" means this Limited Liability Company Agreement of Country Energy, LLC, as amended from time to time.

"ANNUAL CAPITAL BUDGET" shall have the meaning set forth in
Section 2.10.

"ANNUAL OPERATING BUDGET" shall have the meaning set forth in
Section 2.10.

"ASSET CONTRIBUTION AGREEMENT" means an agreement between the Company and a Member in the form attached hereto as Exhibit A, pursuant to which such Member shall make its Initial Contribution to the Company.

"AVAILABLE CASH" means the aggregate amount of cash on hand or in bank, money market or similar accounts of the Company as of the end of each fiscal year derived from any source (other than Capital Contributions and Liquidation Proceeds) that the Members determine is available for Distribution to the Members after taking into account any amount required or appropriate to maintain a reasonable amount of Reserves.

"BANKRUPTCY" means, with respect to any Person, the entry of an order for relief against such Person or the voluntary filing for relief by such Person under the Federal Bankruptcy Code.

"BRANDED FUEL" means Refined Fuel that is sold by a Member in truckload or smaller quantities (i) to members of such Member on a patronage basis, (ii) to AMPRIDE non-member dealers or (iii) to CHS owned or direct brand non-member dealers.

"BRANDED FUEL BASE FEE" means the fee to be paid to the Company by each Member for each gallon of Branded Fuel sold by the Company as an agent for such Member, which fee shall be as set forth in the Business Plan.

"BRANDED LUBE OIL" means gallons of Lube Oil packaged and sold in a container bearing the Cenex or Farmland logo and bulk gallons of Lube Oil sold under the Cenex or Farmland logo, irrespective of patronage treatment by the Members; provided, however, that for purposes of this Agreement, the SF Services logo will be considered a Farmland logo in the event that the proposed merger between Farmland and SF Services, Inc. is consummated.

"BRANDED LUBE OIL BASE FEE" means the fee to be paid to the Company by each Member for each gallon of Branded Lube Oil sold by the Company as an agent for such Member, which fee shall be as set forth in the Business Plan.

"BUSINESS DAY" means any day other than: (a) a Saturday or Sunday; (b) any of the following holidays: Christmas Day, New Year's Day, Memorial Day Holiday, Independence Day, Labor Day Holiday, Thanksgiving Day and the Friday following Thanksgiving Day; or (c) with respect to a Member receiving any Notice required or permitted hereunder, a day on which such Member's offices are closed.

"BUSINESS ISSUE" means a dispute between the Members that involves the failure to reach agreement with respect to (i) a Business Plan, or any portion thereof (including an Annual Operating Budget or an Annual Capital Budget), or (ii) the election of the Co-Presidents or the President.

"BUSINESS ISSUE EXPIRATION DATE" means, in the event a Business Issue shall arise during the term of this Agreement, that date on which the previous agreement between the Members with respect to such Business Issue expires, which shall be, as applicable, the expiration date of the then current Business Plan or the date that is three years from the date the Co-Presidents or the President was last elected by the Members.

"BUSINESS PLAN" means any business plan adopted by the Members pursuant to Section 2.10.

"CAPITAL ACCOUNT" means the separate account established and maintained by the Company for each Member pursuant to Section 3.4.

"CAPITAL CALL" shall have the meaning set forth in Section 3.2.

"CAPITAL CONTRIBUTION" means, with respect to each Member, the total amount of cash and the Fair Value of Contributed Assets contributed by such Member (or such Member's predecessor-in-interest) to the capital of the Company for such Member's Interest.

"CHS" means Cenex Harvest States Cooperatives, a Minnesota cooperative corporation.

"CHS BASE LINE VOLUME" means the base line sales volume of CHS with respect to a Product Line, as determined in accordance with the provisions of Section 5.6.

"CERTIFICATE" means the Certificate of Formation of the Company filed with the Secretary of State of Delaware, as amended from time to time.

"CHANGE IN CONTROL" means, with respect to a Member, (a) any merger, consolidation, sale of all or substantially all of the assets or similar transaction as a result of which a majority of the directors of such Member no longer constitutes a majority of the directors of the surviving entity, (b) the liquidation or dissolution of such Member,
(c) entering into any Bankruptcy, insolvency or other proceeding whereby such Member seeks protection from its creditors or (d) any public offering or other transaction, as a result of which such Member ceases to be organized under the cooperative form of organization.

"CODE" means the Internal Revenue Code of 1986, as amended from time to time, or the corresponding provisions of future laws.

"COMPANY" means Country Energy, LLC, a Delaware limited liability company.

"COMPANY MINIMUM GAIN" shall have the same meaning as the term "partnership minimum gain" set forth in Treasury Regulation ss. 1.704-2(d)(1). Company Minimum Gain shall be determined, first, by computing for each Nonrecourse Debt any gain that the Company would realize if the Company disposed of the property subject to that liability for no consideration other than full satisfaction of such liability and, then, aggregating the separately computed gains. For purposes of computing gain, the Company shall use the basis of such property that is used for purposes of determining the amount of the Capital Accounts under Section 3.4. In any taxable year in which a Revaluation occurs, the net increase or decrease in Company Minimum Gain for such taxable year shall be determined by: (a) calculating the net decrease or increase in Company Minimum Gain using the current year's book value and the prior year's amount of Company Minimum Gain; and (b) adding back any decrease in Company Minimum Gain arising solely from the Revaluation.

"COMPANY'S BUSINESS" shall have the meaning set forth in
Section 2.1.

"CONTRIBUTED ASSETS" of a Member shall have the meaning assigned in the Asset Contribution Agreement between such Member and the Company.

"CREDITS" means all tax credits allowed by the Code with respect to activities of the Company or the Property.

"CUSTOMERS" means customers of any Member for Energy Products, including customers that are local cooperatives that are members or patrons of one or more Members, independent dealers and other purchasers of Energy Products.

"DEDICATED EMPLOYEES" means employees of any Member assigned to fill specific work positions of the Company in accordance with the terms of a Personnel Lease Agreement.

"DEFAULT" shall have the meaning set forth in Section 3.3(a).

"DEFAULT DATE" shall have the meaning set forth in Section 3.3(b).

"DEFAULT NOTICE" shall have the meaning set forth in Section 3.3(a).

"DEFAULTED AMOUNT" shall have the meaning set forth in Section 3.3(b).

"DEFAULTING MEMBER" shall have the meaning set forth in
Section 3.3(b).

"DISTRIBUTIONS" means any distributions by the Company to the Members of Available Cash, Liquidation Proceeds or other amounts.

"EFFECTIVE DATE" means September 1, 1998.

"EMERGENCY SITUATION" means an unforeseen situation in which immediate action is necessary to prevent personal injury or substantial property damage.

"ENERGY PRODUCTS" means Refined Fuels, Lubricants and Propane.

"EXCHANGE AGREEMENTS" means the agreements among the Members and the Company in the forms attached hereto as Exhibit E, pursuant to which the Members shall exchange Energy Products with each other and purchase Energy Products from each other.

"FAIR VALUE" of an asset means: (a) with respect to a Member's Contributed Assets, the book value of such Contributed Assets as reflected on the books and records of such Member as of the date of the contribution; and (b) for all other purposes, the actual fair market value of such asset.

"FARMLAND" means Farmland Industries, Inc., a Kansas cooperative corporation.

"FARMLAND BASE LINE VOLUME" means the base line sales volume of Farmland with respect to a Product Line, as determined in accordance with the provisions of Section 5.6.

"GENERAL MANAGEMENT ISSUE" means a disagreement between the Members with respect to (i) the execution or implementation of a Business Plan, (ii) the action that should be taken by the Company in an Emergency Situation or (iii) any other matter concerning the Company, this Agreement or any Operating Agreement that is not a Business Issue or a Legal Issue.

"GREASE" means a mixture of a fluid lubricant and a thickener dispersed in the oil.

"GREASE BASE FEE" means the fee to be paid to the Company by each Member for each pound of Grease sold by the Company as an agent for such Member, which fee shall be as set forth in the Business Plan.

"INCOME" and "LOSS" mean, respectively, for each fiscal year or other period, an amount equal to the Company's taxable income or loss for such year or period, determined in accordance with Code
Section 703(a), except that for this purpose: (a) all items of income, gain, deduction or loss required to be separately stated by Code
Section 703(a)(1) shall be included in taxable income or loss; (b) tax exempt income shall be added to taxable income or loss; (c) any expenditures described in Code Section 705(a)(2)(B) (or treated as Code
Section 705(a)(2)(B) expenditures pursuant to Treasury Regulation ss. 1.704-1(b)(2)(iv)(i)) and not otherwise taken into account in computing taxable income or loss shall be subtracted; and (d) taxable income or loss shall be adjusted to reflect any item of income or loss specially allocated in Article IV.

"INITIAL CONTRIBUTION" means the Contributed Assets and cash contributed by each Member for its Interest pursuant to Section 3.1.

"INITIAL PERIOD" means the period commencing on the Effective Date and ending on August 31, 2000.

"INTEREST" refers to all of a Member's rights and interests in the Company in such Member's capacity as a Member, as provided in the Certificate, this Agreement and the Act, including, without limitation, the Member's right to vote and its interest in the total capital, profits and losses of the Company.

"INVESTMENT CHANGE" means (i) the capital investment or divestment (individually or in a series of related transactions) of capital assets (including by merger, joint venture, etc.) as a result of which a Member acquires or divests sales volume of Energy Products or (ii) a transaction between a Member and a regional agricultural

cooperative that results in a direct patronage relationship between such Member and a group of local cooperatives with respect to Energy Products.

"LATE PAYMENT FEE" shall have the meaning set forth in Section 3.3(b).

"LEGAL ISSUE" means a dispute between the Members that involves (i) any claim for damages, (ii) the determination of any CHS Base Line Volume, Farmland Base Line Volume, Total Base Line Volume or Sales Split pursuant to Section 5.6(d) or (iii) a dispute as to the interpretation of this Agreement or any Operative Agreement.

"LIQUIDATION PROCEEDS" means all Property at the time of liquidation of the Company and all proceeds thereof.

"LUBE OIL" means oils used for the control of friction and wear between moving surfaces in contact.

"LUBRICANTS" means products that generally control friction and wear between moving surfaces in contact, including Branded Lube Oil, Unbranded Lube Oil and Grease.

"MANAGEMENT COMMITTEE" means the committee composed of Representatives of the Members pursuant to Section 5.1.

"MANAGEMENT SERVICES AGREEMENT" means an agreement between the Company and a Member in the form attached hereto as Exhibit B, pursuant to which such Member will provide management services to the Company and the Company will provide management services to such Member.

"MATERIAL ITEM" means any item having a material affect on the business or financial condition of the Company and any other item that is specifically designated as a "Material Item" in the then current Business Plan.

"MEMBER" means each Person executing this Agreement, including any Substitute Member.

"MEMBER MINIMUM GAIN" shall have the same meaning as the term "partner nonrecourse debt minimum gain" as set forth in Treasury Regulation ss. 1.704-2(i)(3). With respect to each Member Nonrecourse Debt, Member Minimum Gain shall be determined by computing for each Member Nonrecourse Debt any gain that the Company would realize if the Company disposed of the property subject to that liability for no consideration other than full satisfaction of such liability. For purposes of computing gain, the Company shall use the basis of such property that is used for purposes of determining the amount of the Capital Accounts under Section 3.4. In any taxable year in which a Revaluation occurs, the net increase or decrease in Member Minimum Gain for such taxable year shall be determined by: (a) calculating the net decrease or increase in

Member Minimum Gain using the current year's book value and the prior year's amount of Member Minimum Gain; and (b) adding back any decrease in Member Minimum Gain arising solely from the Revaluation.

"MEMBER NONRECOURSE DEBT" shall have the same meaning as the term "partner nonrecourse debt" set forth in Treasury Regulation ss. 1.704-2(b)(4).

"MEMBER NONRECOURSE DEDUCTIONS" shall have the same meaning as the term "partner nonrecourse deductions" set forth in Treasury Regulation ss. 1.704-2(i)(2). Generally, the amount of Member Nonrecourse Deductions with respect to a Member Nonrecourse Debt for a fiscal year equals the net increase during the year in the amount of the Member Minimum Gain (determined in accordance with Treasury Regulation ss. 1.704-2(i)) reduced (but not below zero) by the aggregate distributions made during the year of proceeds of Member Nonrecourse Debt and allocable to the increase in Member Minimum Gain determined according to the provisions of Treasury Regulation ss. 1.704-2(i).

"NON-DEFAULTING MEMBER" shall have the meaning set forth in
Section 3.3(b).

"NON-TRANSFERRING MEMBER," means, in the case of a Transfer by a Member of its Interest, the Member that did not Transfer its Interest.

"NONRECOURSE DEDUCTIONS" shall have the same meaning as the term "nonrecourse deductions" set forth in Treasury Regulation ss. 1.704-2(c). Generally, the amount of Nonrecourse Deductions for a fiscal year equals the net increase in the amount of Company Minimum Gain (determined in accordance with Treasury Regulation ss. 1.704-2(d)) during such year reduced (but not below zero) by the aggregate distributions made during the year of proceeds of a Nonrecourse Debt that are allocable to the increase in Company Minimum Gain, determined according to the provisions of Treasury Regulation ss. 1.704-2(c) and (h).

"NONRECOURSE DEBT" means a Company liability with respect to which no Member bears the economic risk of loss as determined under Treasury Regulations ss.ss. 1.752-1(a)(2) and 1.752-2.

"NOTICE" shall have the meaning set forth in Section 10.3.

"OFFICE LEASE AGREEMENT" means an agreement between the Company and a Member in the form attached hereto as Exhibit F, pursuant to which such Member shall provide office facilities for use by the Company.

"OPERATIVE AGREEMENTS" means, collectively, the Asset Contribution Agreements, Management Services Agreements, Personnel Lease Agreements, Agency Agreements, Exchange Agreements and Office Lease Agreements.

"PAYMENT DATE" shall have the meaning set forth in Section 3.3(b).

"PERCENTAGE INTEREST" means, with respect to each Member, such Member's percentage interest in the Company. The Percentage Interest of each Member, prior to any adjustments required by the provisions of this Agreement, shall be as follows:

                                Percentage
Member                           Interest
------------------------------------------
CHS                                 50%
Farmland                            50%

"PERSON" means any individual, partnership, limited liability company, corporation, cooperative association, estate, trust, custodian, nominee or other entity in its own or any representative capacity.

"PERSONNEL LEASE AGREEMENT" means an agreement between the Company and a Member in the form attached hereto as Exhibit C, pursuant to which such Member will lease Dedicated Employees to the Company.

"PREFERRED RETURN" shall have the meaning set forth in Section 4.6.

"PRESIDENT" or "CO-PRESIDENT" means the individual or individuals designated by the Members pursuant to Section 5.2 to manage the day-to-day operations of the Company.

"PRIME RATE" means the prime lending rate published from time to time in The Wall Street Journal; provided, however, that if no prime lending rate is then published in The Wall Street Journal, the term "Prime Rate" shall mean the rate of interest announced from time to time by The Chase Manhattan Bank, or its successor, as its prime lending rate.

"PRODUCT LINE" means any one of the following types of Energy Products: Branded Fuel, Unbranded Fuel, Tender Sale Fuel, Branded Lube Oil, Unbranded Lube Oil, Grease and Propane.

"PROPANE" means a hydrocarbon with the composition C3H8 that meets HD-5 or Commercial Grade specifications, as those specifications are defined in the Natural Gas Processors Association Publication #2140-62, and all revisions thereof.

"PROPANE BASE FEE" means the fee to be paid to the Company by each Member for each gallon of Propane sold by the Company as an agent for such Member, which fee shall be as set forth in the Business Plan.

"PROPERTY" means all properties and assets (including supplies, equipment, real estate or leasehold or subleasehold interests therein, intellectual property, contract rights

and other intangible assets) that the Company may own or otherwise have an interest in from time to time.

"REFINED FUEL SALES SPLIT" means the combined Sales Split for Branded Fuel and Unbranded Fuel; specifically, the Refined Fuel Sales Split shall be "A% CHS/B% Farmland," where

A = CHS Base Line Volume for Branded Fuel + CHS Base Line Volume for Unbranded Fuel X 100

Total Base Line Volume for Branded Fuel + Total Base Line Volume for Unbranded Fuel

and

B = Farmland Base Line Volume for Branded Fuel + Farmland Base Line Volume for Unbranded Fuel X 100.

Total Base Line Volume for Branded Fuel + Total Base Line Volume for Unbranded Fuel,

provided, however, that A and B shall be rounded to the nearest whole percentage.

"REFINED FUELS" means gasoline and distillates, including Branded Fuels, Unbranded Fuels and Tender Sale Fuels.

"REGULAR PRODUCT LINE" means any one of the following types of Energy Products: Branded Fuel, Unbranded Fuel, Branded Lube Oil, Unbranded Lube Oil, Grease and Propane.

"REPRESENTATIVES" shall mean a Member's representative on the Management Committee.

"RESERVES" means amounts set aside from time to time by the Members pursuant to Section 4.10.

"RETAINED EARNINGS BALANCE" means, with respect to a Member, the difference between (i) the sum of all allocations made to such Member, pursuant to Article IV, of Company income and gain (or items thereof) during the term of this Agreement and (ii) the sum of (A) the sum of all allocations made to such Member, pursuant to Article IV, of Company loss and deductions (or items thereof) during the term of this Agreement, (B) the amount of money distributed to such Member during the term of this Agreement and (C) the Fair Value of property distributed to such Member (net of liabilities secured by such distributed property that such Member is considered to assume or take subject to under Code Section 752) during the term of this Agreement.

"RETAINED EARNINGS BALANCE PERCENTAGE" means, with respect to a Member, the Retained Earnings Balance of such Member divided by the sum of the Retained Earnings Balances of all of the Members, multiplied by 100.

"REVALUATION" means the occurrence of any event described in clause (x), (y) or (z) of Section 3.4(c) in which the book basis of Property is adjusted to its Fair Value.

"SALES SPLIT" means the percentage of each sale of an Energy Product made to a Customer by the Company as an agent for the Members that is deemed to be made by each of the Members, as determined in accordance with the provisions of Section 5.6.

"SALES YEAR" shall have the meaning set forth in Section 5.6(d).

"SPOT SALE GALLONS" means, for a given fiscal year, (a) with respect to Farmland, the Zone 1 Member Spot Sale Gallons for Farmland for such year, and (b) with respect to CHS, the sum of the Zone 1 Member Spot Sale Gallons for CHS for such year and the Zone 2 CHS Spot Sale Gallons for such year.

"SPOT SALE GALLON BASE FEE" means the fee to be paid to the Company by each Member for each Spot Sale Gallon of the Member, which fee shall be as set forth in the Business Plan.

"SUBSTITUTE MEMBER" means a Transferee admitted to the Company as a Member in accordance with Section 7.3.

"TAX MATTERS MEMBER" means the Member designated pursuant to
Section 6.4 to represent the Company in matters before the Internal Revenue Service.

"TENDER SALE FUEL" means (i) Refined Fuel that is sold by a Member by the barrel in pipeline or terminal locations (other than Refined Fuel that is Branded Fuel or Unbranded Fuel), which fuel may be sold on a patronage or non-patronage basis, or (ii) any other Refined Fuel that is sold by a Member to Customers that is not Branded Fuel or Unbranded Fuel.

"TOTAL BASE LINE VOLUME" means the sum of the Farmland Base Line Volume and the CHS Base Line Volume.

"TRANSFER" means: (a) when used as a verb, to give, sell, exchange, assign, transfer, lease, pledge, hypothecate, bequeath, devise or otherwise dispose of or encumber; and (b) when used as a noun, the nouns corresponding to such verbs, in either case voluntarily or involuntarily, by operation of law or otherwise.

"TRANSFEREE" shall have the meaning set forth in Section 7.2.

"TRANSFEROR" shall have the meaning set forth in Section 7.2.

"TREASURY REGULATIONS" means the regulations promulgated by the Treasury Department with respect to the Code, as such regulations are amended from time to time, or the corresponding provisions of future regulations.

"UNBRANDED FUEL" means Refined Fuel that is sold by a Member
(i) in truckload quantities on a non-patronage basis, (ii) by the barrel in pipeline or terminal locations on a non-patronage basis to a Customer that regularly purchased Refined Fuel from such Member in truckload quantities on a non-patronage basis prior to the date of this Agreement but subsequently changed its purchasing practices to purchases at pipeline or terminal locations as a result of changes in the industry or the size of such Customer, or (iii) to a regional agricultural cooperative (other than a Member); provided, however, that the term "Unbranded Fuel" shall not include any fuel that is Branded Fuel.

"UNBRANDED FUEL BASE FEE" means the fee to be paid to the Company by each Member for each gallon of Unbranded Fuel sold by the Company as an agent for such Member, which fee shall be as set forth in the Business Plan.

"UNBRANDED LUBE OIL" means Lube Oil that is not Branded Lube Oil, including, without limitation, Lube Oil sold under non-premium brand logos such as Ampride, Bull's Eye and Viking, irrespective of patronage treatment by the Members.

"UNBRANDED LUBE OIL BASE FEE" means the fee to be paid to the Company by each Member for each gallon of Unbranded Lube Oil sold by the Company as an agent for such Member, which fee shall be as set forth in the Business Plan.

"ZONE 1 MEMBER SPOT SALE GALLONS" means, with respect to a Member, for a given fiscal year, that number of gallons of Refined Fuel that is equal to amount, if any, by which (a) is greater than (b), where (a) is equal to the total number of gallons of Refined Fuel produced during such year at all petroleum refineries owned by such Member that are located in Zone 1 (as defined in the Refined Fuel Exchange Agreement attached hereto as part of Exhibit E) and (b) is equal to the sum of (i) the number of gallons of Branded Fuel sold by the Company as an agent for such Member in Zone 1 during such year,
(ii) the number of gallons of Unbranded Fuel sold by the Company as an agent for such Member in Zone 1 during such year and (iii) the number of gallons of Refined Fuel owned by such Member that was moved from Zone 1 to another Zone (as defined in the Refined Fuel Exchange Agreement attached hereto as part of Exhibit E) during such year in order to deliver Refined Fuel to third parties pursuant to third party exchange agreements or to move Refined Fuel among the Zones without transferring it to a third party; provided, however, that with respect to a petroleum refinery that is only partially owned by a Member, the total number of gallons of Refined Fuel produced at such refinery during such year for purposes of this Agreement shall be equal to the product obtained by multiplying (A) the total number of gallons of Refined Fuel produced at such refinery during such year by (B) such Member's percentage ownership interest in such refinery.

"ZONE 2 CHS SPOT SALE GALLONS" means, for a given fiscal year, that number of gallons of Refined Fuel that is equal to the amount, if any, by which (a) is greater than (b), where (a) is equal to the total number of gallons of Refined Fuel produced during such year at all petroleum refineries owned by CHS that are located in Zone 2 (as defined

in the Refined Fuel Exchange Agreement attached hereto as part of Exhibit E) and (b) is equal to the sum of (i) the number of gallons of Branded Fuel sold by the Company as an agent for CHS in Zone 2 during such year, (ii) the number of gallons of Unbranded Fuel sold by the Company as an agent for CHS in Zone 2 during such year and (iii) the number of gallons of Refined Fuel owned by CHS that was moved from Zone 2 to another Zone (as defined in the Refined Fuel Exchange Agreement attached hereto as part of Exhibit E) during such year in order to deliver Refined Fuel to third parties pursuant to third party exchange agreements or to move Refined Fuel among the Zones without transferring it to a third party; provided, however, that with respect to a petroleum refinery that is only partially owned by CHS, the total number of gallons of Refined Fuel produced at such refinery during such year for purposes of this Agreement shall be equal to the product obtained by multiplying (A) the total number of gallons of Refined Fuel produced at such refinery during such year by (B) CHS's percentage ownership interest in such refinery.

1.3 Other Definitional Provisions.

(a) As used in this Agreement, accounting terms not defined in this Agreement, and accounting terms partly defined to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles.

(b) The words "hereof," "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and section, subsection, schedule and exhibit references are to this Agreement unless otherwise specified.

(c) Words of the masculine gender shall be deemed to include the feminine or neuter genders, and vice versa, where applicable. Words of the singular number shall be deemed to include the plural number, and vice versa, where applicable.

ARTICLE II
BUSINESS PURPOSE

2.1 Name; Business Purpose

(a) The name of the Company shall be Country Energy, LLC. The name of the Company may be changed from time to time by the Members.

(b) The purpose of the Company (the "Company's Business") is:
(i) to serve as the exclusive agent for the Members for (A) the marketing, sales and distribution of Energy Products to Customers, (B) the invoicing and collection of receivables arising from the sale of Energy Products to Customers and (C) the purchasing of Energy Products; and (ii) to perform all acts necessary or incidental to the foregoing.

(c) The Members expect that significant benefits will flow from the formation and operation of the Company that are unavailable to the Members independently. Specifically, the Members expect that the Company, through integrating the resources of the Members, will be able to: (i) reduce the overall costs of production of Energy Products; (ii) minimize the costs of distribution of Energy Products; (iii) expand and enhance the products and services offered to the members and Customers of the Members; (iv) fully develop and exploit the intellectual property rights of the Members; (v) increase the membership of the Members and the membership opportunities for current and prospective members of the Members; and (vi) expand the overall production and sales of Energy Products to members and Customers of the Members. The Members acknowledge that all of the various Energy Products included in this Agreement utilize the same sales and marketing channels and resources, and that the formation and operation of the Company would not be feasible without the inclusion of all of the Energy Products included herein.

2.2 Powers. The Company may carry on any lawful business, purpose or activity permitted by the Act and shall possess and may exercise all powers granted by the Act, any other law or this Agreement, together with any powers incidental, necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the Company.

2.3 Registered Office and Registered Agent. The location of the registered office and the name of the registered agent of the Company in the State of Delaware shall be as stated in the Certificate. The registered office and registered agent of the Company in the State of Delaware may be changed from time to time by the Members.

2.4 Amendment of the Certificate. The Company shall amend the Certificate at such time or times and in such manner as may be approved by the Members or required by the Act or this Agreement.

2.5 Effective Date. This Agreement shall be effective as of the Effective Date.

2.6 Agreement to Finalize Certain Operative Documents. The Members recognize that certain Exhibits to this Agreement, which consist of certain Operative Agreements, have not been agreed upon as of the date hereof. The Members agree to negotiate and work together in good faith to finalize such Operative Agreements in accordance with the understandings of the Members as of the date hereof. If the Members are able to reach agreement with respect to the terms of all of the Operative Agreements prior to July 31, 1998, the Members and the Company shall execute such agreements prior to July 31, 1998 and attach such agreements as Exhibits to this Agreement as indicated. In the event that the Members have not executed all of the Operative Agreements prior to July 31, 1998, then this Agreement and all other

previously executed Operative Agreements shall automatically terminate on September 1, 1998 and shall be null and void and of no effect.

2.7 Due Diligence. Each Member (for purposes of this Section 2.7, an "Investigated Member") shall permit the other Member (for purposes of this
Section 2.7, an "Investigating Member") to conduct such investigations and due diligence with respect to the marketing, sale, distribution and purchasing of Energy Products previously conducted by the Investigated Member as the Investigating Member deems advisable. Each Member shall have completed its due diligence activities prior to July 31, 1998. In the event that the due diligence activities of an Investigating Member lead to the discovery of discrepancies between the representations and warranties set forth in Section 2.12 and the actual Farmland or CHS sales volumes for the 1997 fiscal years of each of Farmland and CHS, then the data currently listed in Schedule 5.6(d) regarding the Farmland or CHS Base Line Volumes shall be adjusted to correct any such discrepancies. In the event that the due diligence activities of an Investigating Member lead to the discovery of any other information which impacts the assumptions made by such Member in entering into this Agreement (for purposes of this Section 2.7, a "Due Diligence Issue"), the Members shall meet to discuss in good faith and resolve such Due Diligence Issue. In the event any Due Diligence Issue is not resolved to the satisfaction of the Members prior to September 1, 1998, then either Member may elect to terminate this Agreement and all other previously executed Operative Agreements by giving notice to the other Member of such election.

2.8 Liability of Members. No Member, Representative, Co-President or President, solely by reason of such status, shall be liable, under a judgment, decree or order of a court, or in any other manner, for any debt, obligation or liability of the Company, whether arising in contract, tort, by statute or otherwise, or for the acts or omissions of any other Member, Representative or employee of the Company. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the Act shall not be grounds for imposing liability on the Members, Representatives or any Co-President or President for liabilities of the Company.

2.9 Authority; Investment Intent; Restriction Against Transfer. Each Member warrants to the Company and the other Member that: (a) the Member is duly organized, validly existing and in good standing under the laws of its state of organization and has the requisite power and authority to execute this Agreement and the Operative Agreements and perform its obligations hereunder and thereunder; (b) the Member is acquiring an Interest for such Member's own account as an investment and without any intent to distribute such Interest or any portion thereof or interest therein; and (c) the Member acknowledges that the Interests have not been registered under the Securities Act of 1933 or any state securities laws, and such Member's Interest may not be resold or transferred except pursuant to a registration statement under or an exemption from the registration provisions of the federal and applicable state securities laws, and in no event except in compliance with the terms of this Agreement.

2.10 Business Plan

(a) Prior to the Effective Date, the Members agree to work together in good faith to adopt a Business Plan covering the three fiscal years commencing on September 1, 1998 (the "Initial Business Plan"). In the event that the Members are unable to agree upon an Initial Business Plan prior to September 1, 1998, then this Agreement shall automatically terminate on September 1, 1998 and shall be null and void and of no effect.

(b) On or before June 30 of each year, commencing June 30, 1999, the Management Committee shall adopt a Business Plan covering the three fiscal years immediately following the then current fiscal year.

(c) Each Business Plan shall include: (i) an annual operating budget (the "Annual Operating Budget") for each of the three fiscal years, including projected operating revenues, expenses and working capital reserves; (ii) an annual capital budget (the "Annual Capital Budget") for each of the three fiscal years, including projected capital expenditures and investments; (iii) the Branded Fuel Base Fee, Unbranded Fuel Base Fee, Spot Sale Gallon Base Fee, Branded Lube Oil Base Fee, Unbranded Lube Oil Base Fee, Grease Base Fee and Propane Base Fee with respect to each of the three fiscal years; (iv) the monthly estimated Agency Fee payment to be paid to the Company by each Member during each of the three fiscal years, pursuant to the terms and conditions of the Agency Agreements attached hereto as Exhibit D; (v) any Capital Calls to be made in support of the Company's Business during the three-year period covered by the Business Plan; and (vi) such other information, plans and strategies as the Members deem advisable. The Business Plan shall be as detailed as is practical in order to minimize disputes with respect to the execution of the Business Plan. The Members may amend the Company's Business Plan at any time.

2.11 Risk Management Policy. Prior to the Effective Date, the Members shall work together in good faith to adopt a risk management policy for the Company.

2.12 Representations Regarding 1997 Sales Figures

(a) Farmland hereby represents and warrants to CHS that the volumes listed on Schedule 2.12(a) hereto represent the sales volumes of Farmland for each Product Line listed on Schedule 2.12(a) for Farmland's 1997 fiscal year and do not differ in any material respect from such actual sales volumes.

(b) CHS hereby represents and warrants to Farmland that the volumes listed on Schedule 2.12(b) hereto represent the sales volumes of CHS for each Product

Line listed on Schedule 2.12(b) for CHS's 1997 fiscal year and do not differ in any material respect from such actual sales volumes.

2.13 Term. The term of this Agreement shall commence on the Effective Date. The Company shall have perpetual existence unless sooner dissolved as provided herein.

ARTICLE III
CAPITALIZATION

3.1 Initial Contributions

(a) Each Member shall execute, deliver and perform all obligations of such Member under its respective Asset Contribution Agreement. On the Effective Date, each Member shall make an Initial Contribution to the Company consisting of: (i) such Member's Contributed Assets, in accordance with the terms and conditions of such Member's Asset Contribution Agreement; plus (ii) an amount, in cash, equal to the difference between $1,250,000 and the Fair Value of such Member's Contributed Assets.

(b) Each Member's Contributed Assets shall be transferred to the Company on the Effective Date free and clear of any and all liens, claims, liabilities, restrictions and encumbrances.

3.2 Capital Calls. The Members recognize that the Company may from time to time require capital in addition to the Initial Contributions in order to conduct the Company's Business or accomplish further objectives approved by the Members. Accordingly, the Members may provide in the Business Plan that additional cash capital contributions shall be due and payable by the Members in designated amounts at designated times. A call for such additional capital contributions shall be referred to herein as a "Capital Call." The Co-Presidents or President shall make Capital Calls in accordance with the Business Plan. The Co-Presidents or President shall make a Capital Call by giving at least 30 Business Days' prior written notice to the Members of the amount of the required additional capital contribution and the date that such contribution is due. Each Member shall be obligated to comply with a Capital Call by making the contribution required thereunder on or prior to the date such contribution is due. A failure to comply with a Capital Call shall be deemed a material breach of this Agreement.

3.3 Defaults on Initial Contributions or Capital Calls

(a) If any Member fails for any reason to make all or any portion of its Initial Contribution or fails for any reason to meet a Capital Call by the due date therefor (which failure shall be referred to as a "Default"), the Company, acting pursuant to the vote of the Member which has made the Initial Contribution or met the Capital Call, as the case may be (the "Non-Defaulting Member"), may give written notice of such failure (a "Default Notice") to the non-paying Member. The non-paying Member may cure such failure by paying the entire unpaid amount within five Business Days after receipt of the Default Notice, in which event such Member shall not be deemed a "Defaulting Member."

(b) If the non-paying Member does not cure such Default within five Business Days after receipt of the Default Notice, such Member shall be deemed a "Defaulting Member," and the following shall apply:

(i) Effective on the sixth Business Day after the date of the Defaulting Member's receipt of the Default Notice (the "Default Date"), the Percentage Interests of the Members shall be automatically adjusted to take into account the failure of the Defaulting Member to make such Initial Contribution or meet such Capital Call. The Percentage Interest of each Member shall be the respective percentage obtained by dividing the total amount contributed by such Member to the Company through and including the Default Date by the total amount contributed by all the Members through and including the Default Date. The sum of the Percentage Interests of the Members, as adjusted in accordance with this
Section 3.3(b)(i), shall equal 100%.

(ii) Effective as of the Default Date and continuing until the Defaulting Member cures its Default in the manner provided in Section 3.3(b)(v), the Defaulting Member shall no longer have the right to vote as a Member, give its approval or consent as Member, name Representatives to the Management Committee or participate in the management of the business and affairs of the Company, and the vote, consent or approval of the Non-Defaulting Member shall be sufficient for taking all action required or permitted to be taken by the Members under this Agreement.

(iii) The portion of any Initial Contribution or Capital Call not made when due by a Defaulting Member (the "Defaulted Amount") shall bear interest at the Prime Rate plus four percentage points until the Defaulting Member cures its Default in whole. Such interest shall be payable to the Company and be allocated and distributed in accordance with
Section 4.6.

(iv) The Defaulted Amount shall also bear a 10% late payment fee ("Late Payment Fee"). The Late Payment Fee shall be payable to the Company and be allocated and distributed in accordance with Section 4.6.

(v) Notwithstanding the foregoing provisions of this
Section 3.3, the Defaulting Member may cure its Default at any time prior to the expiration of 30 days after the Default Date by paying to the Company the entire Defaulted Amount, together with interest at the rate provided in Section 3.3(b)(iii) and the Late Payment Fee. If the Defaulting Member cures its Default in such manner, the Percentage Interests of the Members shall be re-adjusted to take such cure into account. The Percentage Interest of the Defaulting Member and of the Non-Defaulting Member shall be the respective percentage obtained by dividing the total amount contributed (excluding interest and the Late Payment Fee) by such Member to the Company through and including the date on which the Defaulting Member cured its Default (the "Payment Date") by the total amount contributed to the Company by all the Members through and including the Payment Date. The sum of the Percentage Interests of the Members, as adjusted in accordance with this
Section 3.3(b)(v), shall equal 100%. The foregoing adjustment shall not take into account any interest or Late Payment Fee paid by the Defaulting Member. Any payment by a Non-Defaulting Member of a Defaulting Member's Defaulted Amount shall constitute a loan to the Company in accordance with Section 3.6 and shall not be deemed part of such Member's Capital Contribution. The Defaulting Member shall no longer be a Defaulting Member upon cure of its Default in accordance with this Section 3.3(b)(v).

(c) The Defaulting Member shall remain liable to the Company and to creditors of the Company that extended credit prior to such Default for the Defaulted Amount and shall remain liable to the Company for interest at the rate provided in Section 3.3(b)(iii) and for the Late Payment Fee, until the Defaulting Member cures its Default as provided in Section 3.3(b)(v) or until such Defaulted Amount is recovered by the Company in accordance with this Section 3.3(c) or is otherwise paid by the Defaulting Member. The Company, upon the vote of the Non-Defaulting Member, is hereby empowered to collect from the Defaulting Member for the account of the Company the Defaulted Amount, together with interest at the rate provided in Section 3.3(b)(iii) and the Late Payment Fee. The Company is authorized to institute an action at law against the Defaulting Member in a court of competent jurisdiction to recover such amounts. If the Company is the prevailing party in such action, the Company shall be entitled to recover from the Defaulting Member, in addition to the Defaulted Amount plus interest and the Late Payment Fee, its costs of collection, including the reasonable fees and expenses of attorneys incurred in connection therewith. The Non-Defaulting Member may in its sole discretion cause the Company to settle or compromise any such claim. If the Company recovers from the Defaulting Member the Defaulted Amount plus all additional amounts contemplated by this Section 3.3(c), the Defaulting Member shall no longer be a Defaulting Member.

3.4 Capital Accounts.

(a) A separate Capital Account shall be maintained for each Member. Each Member's Capital Account shall be: (i) increased by: (A) the amount of money contributed by such Member; (B) the Fair Value of property contributed by such Member (net of liabilities secured by such contributed property that the Company is considered to

assume or take subject to under Code Section 752, but in any event not in limitation of the provisions of Section 3.1(b)); (C) allocations to such Member, pursuant to Article IV, of Company income and gain (or items thereof); and (D) to the extent not already netted out under clause (ii)(b) below, the amount of any Company liabilities assumed by the Member or which are secured by any property distributed to such Member; and (ii) decreased by: (A) the amount of money distributed to such Member; (B) the Fair Value of property distributed to such Member (net of liabilities secured by such distributed property that such Member is considered to assume or take subject to under Code Section 752); (C) allocations to such Member, pursuant to Article IV, of Company loss and deductions (or items thereof); and (D) to the extent not already netted out under clause (i)(B) above, the amount of any liabilities of the Member assumed by the Company or which are secured by any property contributed by such Member to the Company.

(b) In the event any Interest is transferred in accordance with the terms of this Agreement, the Transferee shall succeed to the Capital Account of the Transferor to the extent it relates to the transferred Interest and the Capital Account of the Transferee shall be increased and decreased in the manner set forth in Section 3.4(a).

(c) In the event of: (x) a Defaulting Member's Default or a Defaulting Member's cure of its Default that results in a shift in Percentage Interests; (y) the distribution by the Company to a Member of Property (other than cash) or a distribution of Property as consideration for an Interest; or (z) the liquidation of the Company within the meaning of Treasury Regulation ss. 1.704-1(b)(2)(ii)(g), the book basis of the Property shall be adjusted to Fair Value, and the Capital Accounts of the Members shall be adjusted simultaneously to reflect the aggregate net adjustment to book basis as if the Company recognized gain or loss equal to the amount of such aggregate net adjustment; provided, however, that the adjustments resulting from clause (x) or (y) above shall be made only if the Members determine that such adjustments are necessary or appropriate to reflect the relative economic interests of the Members.

(d) In the event Property is subject to Code Section 704(c) or is revalued on the books of the Company in accordance with Section 3.4(c) pursuant to Treasury Regulation ss. 1.704-1(b)(2)(iv)(f), the Members' Capital Accounts shall be adjusted in accordance with Treasury Regulation ss. 1.704-1(b)(2)(iv)(g) for allocations to the Members of depreciation, amortization and gain or loss, as computed for book purposes (and not tax purposes) with respect to such Property.

(e) The provisions of this Section 3.4 and the other provisions of this Agreement relating to the maintenance of the Capital Accounts are intended to comply with Treasury Regulations ss.ss. 1.704-1(b) and 1.704-2, and shall be interpreted and applied in a manner consistent with such Treasury Regulations. If the Members determine it is prudent or advisable to modify the manner in which the Capital Accounts, or any increases or decreases therein, are computed in order to comply with such Treasury Regulations, the Members may cause such modification to be made, provided

such modification is not likely to have a material effect on the amounts distributable to any Member upon dissolution of the Company.

3.5 Capital Withdrawal Rights, Interest and Priority. Except as expressly provided in this Agreement, no Member shall be entitled to reduce its Capital Account or to receive any Distributions. No Member shall be entitled to demand or receive any Distributions in any form other than in cash. No Member shall be entitled to receive or be credited with any interest on the balance in its Capital Account at any time. Except as otherwise expressly provided herein, no Member shall have priority over any other Member as to the return of the balance in such Member's Capital Account.

3.6 Loans

(a) Subject to unanimous approval by the Members (which for purposes of this 3.6(a) may include the loaning Member), any Member may advance funds as a loan to the Company in such amounts and at such times as may be approved by such Members. Any such loan shall bear a rate of interest and shall be on terms no more favorable to the loaning Member as are then available on similar loans from independent financial institutions.

(b) Notwithstanding the provisions of Section 3.6(a), in the event of a Defaulting Member's Default, any Non-Defaulting Member may elect to advance all or a portion of the Defaulted Amount to the Company. Such advance shall be deemed a loan to the Company and not a Capital Contribution. Any such loan shall be repayable in monthly installments of principal together with interest at the Prime Rate over a term of not greater than 60 months.

(c) Loans by a Member to the Company shall not be considered contributions to the capital of the Company.

ARTICLE IV
ALLOCATIONS AND DISTRIBUTIONS

4.1 Non-Liquidating Cash Distributions. The amount, if any, of Available Cash shall be determined by the Members after each fiscal year end and shall be distributed to the Members within 90 days following the end of such fiscal year, or at such other time(s) as determined by the Members, in the following order of priority:

(a) First, to each Member in an amount equal to the sum of the mutually agreed upon fees and expenses of outside counsel, all fees and expenses of accountants and consultants and all other organization expenses that are paid by such Member in connection with the formation of the Company and the negotiation, preparation and closing of this Agreement and the Operative Agreements, less all prior Distributions made in accordance with this Section 4.1(a); provided, in no event shall the

aggregate Distributions to each Member pursuant to this Section 4.1(a) exceed $250,000. The amounts reimbursed in accordance with this Section 4.1(a) shall constitute organizational expenses of and shall be amortizable by the Company.

(b) Next, to the Members in proportion to their respective Retained Earnings Balance Percentages, until the cumulative amount of the distribution made pursuant to this Section 4.1(b) equals the sum of the Retained Earnings Balances of all of the Members.

(c) Next, to the Members in proportion to and to the extent of their respective positive Capital Account balances.

(d) Finally, to the Members in accordance with each Member's Percentage Interest.

4.2 Liquidation Distributions. Liquidation Proceeds shall be distributed in the following order of priority:

(a) First, to the payment of debts and liabilities of the Company (including to Members to the extent otherwise permitted by law) and the expenses of liquidation.

(b) Next, to the setting up of such reserves as the Person required or authorized by law to wind up the Company's affairs may reasonably deem necessary or appropriate for any disputed, contingent or unforeseen liabilities or obligations of the Company, provided that any such reserves shall be paid over by such Person to an independent escrow agent, to be held by such agent or its successor for such period as such Person shall deem advisable for the purpose of applying such reserves to the payment of such liabilities or obligations and, at the expiration of such period, the balance of such reserves, if any, shall be distributed as hereinafter provided.

(c) Next, in the event the Company was dissolved pursuant to
Section 9.1(c), then (i) the Member that terminated the Company in accordance with the provisions of Section 9.1(c) (for purposes of this
Section 4.2(c), the "Terminating Member") and the other Member (for purposes of this Section 4.2(c), the "Nonterminating Member") shall each retain the exclusive right to any brand name owned by such Member,
(ii) all additive system equipment owned by the Company will be distributed in kind to the Nonterminating Member and (iii) the exclusive right to any brand names developed and owned by the Company will be distributed in kind to the Nonterminating Member.

(d) Next, to the Members in proportion to and to the extent of their respective Capital Account balances after taking into account the allocation of all Income or Loss pursuant to this Agreement for the fiscal year(s) in which the Company is liquidated.

(e) Finally, to the Members in accordance with their respective Percentage Interests.

4.3 Profits, Losses and Distributive Shares of Tax Items. The Company's net income or net loss, as the case may be, for each fiscal year of the Company or part thereof, as determined in accordance with such method of accounting as may be adopted for the Company pursuant to Article VI, shall be allocated to the Members for both financial accounting and income tax purposes as set forth in this Article IV, except as otherwise provided for herein or unless the Members agree otherwise.

4.4 Allocation of Income, Loss and Credits. Income or Loss and Credits shall be allocated between the Members in proportion to their respective Agency Fee Percentages for the applicable fiscal year or other period.

4.5 Special Rules Regarding Allocations. Notwithstanding the foregoing provisions of this Article IV, the following special rules shall apply in allocating the net income or net loss of the Company:

(a) Section 704(c) and Revaluation Allocations. In accordance with Code Section 704(c) and the Treasury Regulations thereunder, income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Fair Value at the time of contribution. In the event of a Revaluation, subsequent allocations of income, gain, loss and deduction with respect to such property shall take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Fair Value immediately after the adjustment in the same manner as under Code
Section 704(c) and the Treasury Regulations thereunder. Any elections or other decisions relating to such allocations shall be made by the Members in a manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 4.5(a) are solely for income tax purposes and shall not affect, or in any way be taken into account in computing, for book purposes, each Member's Capital Account or share of income or loss, pursuant to any provision of this Agreement.

(b) Minimum Gain Chargeback. Notwithstanding any other provision of this Article IV, if there is a net decrease in Company Minimum Gain during a Company taxable year, each Member shall be allocated items of income and gain for such year (and, if necessary, for subsequent years) in an amount equal to that Member's share of the net decrease in Company Minimum Gain during such year (hereinafter referred to as the "Minimum Gain Chargeback Requirement"). A Member's share of the net decrease in Company Minimum Gain is the amount of the total decrease multiplied by the Member's percentage share of the Company Minimum Gain at the end of the

immediately preceding taxable year. A Member is not subject to the Minimum Gain Chargeback Requirement to the extent: (i) the Member's share of the net decrease in Company Minimum Gain is caused by a guarantee, refinancing or other change in the debt instrument causing it to become partially or wholly recourse debt or a Member Nonrecourse Debt, and the Member bears the economic risk of loss for the newly guaranteed, refinanced or otherwise changed liability; (ii) the Member contributes capital to the Company that is used to repay the Nonrecourse Debt and the Member's share of the net decrease in Company Minimum Gain results from the repayment; or (iii) the Minimum Gain Chargeback Requirement would cause a distortion and the Commissioner of the Internal Revenue Service waives such requirement.

A Member's share of Company Minimum Gain shall be computed in accordance with Treasury Regulation ss. 1.704-2(g) and as of the end of any Company taxable year shall equal: (1) the sum of the Nonrecourse Deductions allocated to that Member up to that time and the distributions made to that Member up to that time of proceeds of a Nonrecourse Debt allocable to an increase of Company Minimum Gain; minus (2) the sum of that Member's aggregate share of net decrease in Company Minimum Gain plus that Member's aggregate share of decreases resulting from revaluations of Property subject to Nonrecourse Debts. In addition, a Member's share of Company Minimum Gain shall be adjusted for the conversion of recourse and Member Nonrecourse Debts into Nonrecourse Debts in accordance with Treasury Regulation ss. 1.704-2(g)(3). In computing the above, amounts allocated or distributed to the Member's predecessor in interest shall be taken into account.

(c) Member Minimum Gain Chargeback. Notwithstanding any other provision of this Article IV other than Section 4.5(b) above, if there is a net decrease in Member Minimum Gain during a Company taxable year, each Member which has a share of the Member Minimum Gain (determined under Treasury Regulation ss. 1.704-2(i)(5) as of the beginning of the year) shall be allocated items of income and gain for such year (and, if necessary, for subsequent years) equal to that Member's share of the net decrease in Member Minimum Gain. In accordance with Treasury Regulation ss. 1.704-2(i)(4), a Member is not subject to this Member Minimum Gain Chargeback requirement to the extent the net decrease in Member Minimum Gain arises because the liability ceases to be Member Nonrecourse Debt due to a conversion, refinancing or other change in the debt instrument that causes it to be partially or wholly a Nonrecourse Debt. The amount that would otherwise be subject to the Member Minimum Gain Chargeback requirement is added to the Member's share of Company Minimum Gain.

(d) Qualified Income Offset. In the event a Member unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation ss. 1.704.1(b)(2)(ii)(d)(4), (5) or
(6), that causes or increases such Member's Adjusted Capital Account Deficit, items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate such Adjusted Capital Account Deficit as quickly as possible, provided that an allocation under this Section 4.5(d) shall be made if and only to the extent such Member would have an Adjusted Capital Account Deficit after all other allocations under this Article IV have been made.

(e) Nonrecourse Deductions. Nonrecourse Deductions for any fiscal year or other period shall be allocated to the Members in proportion to their Agency Fee Percentages for such fiscal year or other period.

(f) Member Nonrecourse Deductions. Any Member Nonrecourse Deductions shall be allocated to the Members which bear the risk of loss with respect to the loan to which such Member Nonrecourse Deductions are attributable in accordance with Treasury Regulation ss. 1.704-2(i).

(g) Curative Allocations. Any special allocations of items of income, gain, deduction or loss pursuant to Sections 4.5(b), (c), (d),
(e) and (f) hereof shall be taken into account in computing subsequent allocations of income and gain pursuant to this Article IV, so that the net amount of any items so allocated and all other items allocated to each Member pursuant to this Article IV shall, to the extent possible, be equal to the net amount that would have been allocated to each such Member pursuant to the provisions of this Article IV if such adjustments, allocations or distributions had not occurred. In addition, allocations pursuant to this Section 4.5(g) with respect to Nonrecourse Deductions in Section 4.5(e) and Member Nonrecourse Deductions in Section 4.5(f) shall be deferred to the extent the Members reasonably determine that such allocations are likely to be offset by subsequent allocations of Company Minimum Gain or Member Minimum Gain, respectively.

(h) Loss Allocation Limitation. Notwithstanding the other provisions of this Article IV, unless otherwise agreed to by all the Members, no Member shall be allocated Loss in any taxable year that would cause or increase an Adjusted Capital Account Deficit as of the end of such taxable year.

(i) Share of Nonrecourse Liabilities. Solely for purposes of determining a Member's proportionate share of the "excess nonrecourse liabilities" of the Company within the meaning of Treasury Regulation ss. 1.752-3(a)(3), each Member's interest in Company profits is equal to such Member's respective Agency Fee Percentages for the fiscal year in which such determination is made.

(j) Compliance with Treasury Regulations. The foregoing provisions of this Section 4.5 are intended to comply with Treasury Regulation ss.ss.1.704-1(b), 1.704-2 and 1.752-1 through 1.752-5, and shall be interpreted and applied in a manner consistent with such Treasury Regulations. In the event it is determined by the Members that it is prudent or advisable to amend this Agreement in order to comply with such Treasury Regulations, the Members are empowered to so amend or modify this Agreement, notwithstanding any other provision of this Agreement.

(k) General Allocation Provisions. For purposes of determining Income, Loss or any other items for any period, Income, Loss or any such other items shall be determined on a daily basis, using any permissible method under Code Section 706 and the Treasury Regulations thereunder.

4.6 Preferred Return. The Company shall allocate an amount of gross income and shall distribute to the Non-Defaulting Member an amount equal to any interest and Late Payment Fee paid to the Company by or collected by the Company from a Defaulting Member under Section 3.3(b) or (c) (the "Preferred Return"), less the amount of interest paid by the Company pursuant to Section 3.6(a) on a loan to the Company by the Non-Defaulting Member of the Defaulting Member's Defaulted Amount pursuant to Section 3.3(b)(v).

4.7 Withholding of Distributions. Notwithstanding any other provision of this Agreement, the Members (or any Person required or authorized by law to wind up the Company's affairs) may suspend, reduce or otherwise restrict Distributions of Available Cash and Liquidation Proceeds when the Members deem such action is in the best interests of the Company.

4.8 No Priority. Except as may be otherwise expressly provided herein, no Member shall have priority over any other Member as to Company income, gain, loss, credits and deductions or distributions.

4.9 Tax Withholding. Notwithstanding any other provision of this Agreement, the Members are authorized to take any action they determine to be necessary or appropriate to cause the Company to comply with any withholding requirements established under any federal, state or local tax law, including, without limitation, withholding on any Distribution to any Member. For the purposes of this Article IV, any amount withheld on any Distribution and paid over to the appropriate governmental body shall be treated as if such amount had in fact been distributed to the Member.

4.10 Reserves. The Members through their Representatives shall have the right to establish, maintain and expend Reserves to provide for working capital, for future maintenance, repair or replacement of Property, for debt service, and future investments, and for such other purposes as the Members deem necessary or advisable.

4.11 Setoff. All Distributions to a Member shall be subject to setoff by the Company for any past due obligations of such Member (or its predecessor in interest) to the Company.

ARTICLE V
MANAGEMENT AND OPERATIONS

5.1 Management. The business and affairs of the Company shall be managed by the Members in the manner provided in this Article V.

(a) Management Committee. The Members shall meet and transact business through a Management Committee. During the Initial Period, the Management Committee shall be composed of three Representatives of each Member. Following the Initial Period, the Management Committee shall be composed of two Representatives of each Member. Each Member shall act through its Representatives, who shall be empowered to attend Management Committee meetings and cast such Member's vote. Each Representative of a Member shall be a director, officer or employee of such Member. A Member may appoint or substitute its Representatives orally or in writing. Each Representative shall serve at the pleasure of the Member appointing such Representative, and each Member may designate a successor Representative at any time. Each Member may rely on the other Members' Representatives with respect to the authority of such Representatives to act for their respective Members. Representatives shall serve without compensation unless otherwise determined by the Members.

(b) Meetings. The Management Committee shall meet at least quarterly and shall hold an annual meeting following the end of each fiscal year. Any Member may call a special meeting of the Management Committee. The Chairman or Secretary of the Management Committee shall, not later than five days after preliminary financial results for a fiscal quarter become available, call a regular quarterly meeting of the Management Committee, and shall, not later than five days after preliminary financial results for a fiscal year become available, call the annual Management Committee meeting. The initial Management Committee meeting shall be held at 3315 North Oak Trafficway, Kansas City, Missouri, and thereafter the Management Committee meetings shall be held alternately at 5500 Cenex Drive, Inver Grove Heights, Minnesota, and 3315 North Oak Trafficway, Kansas City, Missouri, or at such other place as shall be designated by the Person calling the meeting and stated in the notice of the meeting or a duly executed waiver of notice thereof. Representatives may participate in a Management Committee meeting by means of video or audio conferencing or similar communications equipment whereby all Representatives participating in the meeting can hear each other.

(c) Election of Chairman and Secretary. At the first meeting of the Management Committee following the Effective Date, and thereafter at each annual meeting of the Management Committee, the Members through their Representatives shall elect, from among themselves, a Chairman and a Secretary of the Management Committee, each to serve until a successor is elected or until removed by the Members. Notwithstanding the foregoing, (i) the Chairman of the Management Committee shall alternate on an annual basis between a Representative of CHS and a Representative of Farmland and (ii) no Co-President or President shall be eligible to serve as the Chairman

of the Management Committee. The Chairman and Secretary of the Management Committee shall serve without compensation unless otherwise determined by the Members.

(d) Notice of Meeting. Notice of each meeting of the Management Committee, stating the place, day and hour of the meeting, and, in the case of a special meeting, the purpose or purposes of the meeting, shall be given to each member of the Management Committee at least ten days before the day on which the meeting is to be held.

(e) Waiver of Notice. Whenever any notice is required to be given to a Member or to a member of the Management Committee under the provisions of this Agreement, a waiver thereof in writing signed by at least one of such Member's Representatives or other authorized officer, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance of a Representative at any meeting of the Management Committee shall constitute waiver of notice of such meeting by the Member he represents, except where a Representative attends a meeting for the express purpose of stating his Member's objection to the transaction of any business because the meeting is not lawfully called or convened.

(f) Quorum. A quorum for Management Committee meetings shall consist of at least one Representative of each of the Members.

(g) Voting. Each Member shall have one vote, which may be cast by all or one of the Representatives of such Member. All Management Committee decisions and all actions of the Members shall require the unanimous affirmative vote of the Members.

(h) Action Without a Meeting. Any action that is required to or may be taken at a meeting of the Management Committee may be taken without a meeting if consents in writing, setting forth the action so taken, are signed by at least one Representative or authorized officer of each Member. Such consents shall have the same force and effect as a unanimous affirmative vote at a meeting duly held.

5.2 Co-Presidents/President

(a) The day-to-day business and affairs of the Company shall be managed by two Co-Presidents during the Initial Period and one President thereafter, as set forth in Sections 5.2(b) and 5.2(c). The Co-Presidents (during the Initial Period) and the President (thereafter) shall have the authority and duties ordinarily imposed upon the chief executive officer of a corporation or as otherwise determined by the Management Committee from time to time. The Co-Presidents (during the Initial Period) and the President (thereafter) shall take all actions required to implement the Business Plan and the decisions of the Management Committee and to conduct the day-to-day management of the

business and affairs of the Company. The Co-Presidents (during the Initial Period) and the President (thereafter) shall serve at the direction of the Management Committee in all respects. The Management Committee shall determine the compensation and benefits of the Co-Presidents (during the Initial Period) and the President (thereafter).

(b) During the Initial Period, there shall be two Co-Presidents. Each Member shall appoint one Co-President to be selected from the Representatives appointed by such Member. Each Co-President shall serve at the pleasure of the Member appointing such Co-President, and each Member may designate a successor Co-President at any time during the Initial Period. A Member may appoint or substitute its Co-President by giving written notice to the other Member. The two Co-Presidents shall manage the day-to-day business and affairs of the Company jointly. In the event of a disagreement regarding the manner in which their responsibilities should be carried out, the Co-Presidents shall make a good faith effort to resolve such disagreement. If the Co-Presidents, acting reasonably and in good faith, are unable to achieve a mutually acceptable resolution to the disagreement, then the Management Committee shall attempt to resolve the disagreement at its next meeting. If the Management Committee is able to resolve the matter, it shall direct the Co-Presidents accordingly. In the event that the Management Committee is unable to resolve the matter, then the Chairman of the Management Committee shall make the final decision with respect to the item in question and shall direct the Co-Presidents accordingly.

(c) Following the Initial Period, the Members shall elect a single President on an annual basis, who shall serve until his successor is elected or until removed by the Members. The President shall not be eligible to serve as a Representative. In the event that the Members fail to elect a President in any year, the then current President shall continue to serve as President until that date that is three years from the date such President was last elected by the Members as President, unless such President is removed or a successor is elected prior to such date.

5.3 Officers and Employees

(a) The Co-Presidents or President may appoint other officers of the Company to serve in such capacities and with such titles as such Co-Presidents or President deem necessary or appropriate.

(b) In accordance with the Business Plan, the Co-Presidents or President shall determine the staffing requirements of the Company and shall cause the Company to lease or hire (as provided in this Section 5.3) such employees as required for the conduct of the Company's operations. During the period commencing on the Effective Date and ending on December 31, 1998, the Company shall not hire its own employees, but shall meet its staffing

requirements with Dedicated Employees leased by the Members. Each Member shall enter into a Personnel Lease Agreement with the Company and shall lease to the Company such Dedicated Employees as are designated by the Co-Presidents or President, in accordance with the terms and conditions of such Personnel Lease Agreement. Following December 31, 1998, unless otherwise determined by the Members: (i) the Company shall hire its own workforce; (ii) the leasing of Dedicated Employees by the Members shall cease; and (iii) those Dedicated Employees who continue to be required in the Company's Business shall be hired as employees of the Company.

5.4 Agency. The Company shall serve as the exclusive agent for the Members for (i) the marketing, sales and distribution of Energy Products to Customers, (ii) the invoicing and collection of receivables arising from the sale of Energy Products to Customers and (iii) the purchasing of Energy Products, in accordance with the terms and conditions of the Agency Agreements attached hereto as Exhibit D.

5.5 Agency Fee. Each Member shall pay an Agency Fee to the Company, all in accordance with the terms and conditions of the Agency Agreements attached hereto as Exhibit D.

5.6 Sales Split

(a) Each sale of an Energy Product made by the Company as an agent for the Members shall be deemed to be made in part by CHS and in part by Farmland, in accordance with the applicable Sales Split for the Product Line of such Energy Product. For example, if the Company sells 100 gallons of Branded Fuel to a Customer as an agent for the Members and the Sales Split with respect to Branded Fuel at the time of the sale is 62%CHS/38% Farmland, then 62 gallons of Branded Fuel will be sold to the Customer by CHS and 38 gallons of Branded Fuel will be sold to the Customer by Farmland. The Company shall act as agent for CHS with respect to its portion of the sale and as agent for Farmland with respect to its portion of the sale.

(b) The Sales Split for Tender Sale Fuel shall always be equal to the Refined Fuel Sales Split.

(c) The Sales Split for each Regular Product Line will be based upon the relative sales volume of each Member with respect to such Regular Product Line. Specifically, the Sales Split for a given Regular Product Line shall be "X% CHS/Y% Farmland," where X is equal to the CHS Base Line Volume for such Regular Product Line divided by the Total Base Line Volume for such Regular Product Line, multiplied by 100, and Y is equal to the Farmland Base Line Volume for such Regular Product Line divided by the Total Base Line Volume for such Regular Product Line, multiplied by 100; provided, however, that X and Y shall be rounded to the nearest whole percentage.

(d) The initial CHS Base Line Volume, Farmland Base Line Volume and resulting Total Base Line Volume and Sales Split with respect to each Regular Product Line shall be as set forth in Schedule 5.6(d) hereto.

(e) On or before August 31 of each calendar year, commencing August 31, 1999, the Management Committee will determine, with respect to each Regular Product Line, the CHS Base Line Volume, Farmland Base Line Volume and the resulting Total Base Line Volume and Sales Split that will apply during the fiscal year immediately following the then current fiscal year in accordance with the provisions of this Section
5.6. The CHS Base Line Volume, Farmland Base Line Volume and resulting Total Base Line Volume and Sales Split with respect to each Regular Product Line that are applicable to the then current fiscal year will remain unchanged and will be applicable during the following fiscal year unless (1) there was an Investment Change by a Member during the one-year period ending on June 30 of the then current calendar year (the "Sales Year") that affected the sales volume of such Regular Product Line during the Sales Year or (2) disregarding the effect on sales volume of any Investment Change by a Member during the Sales Year, the sales volume for such Regular Product Line for the Sales Year is greater than the Total Base Line Volume with respect to such Regular Product Line, in which case the following adjustments shall be made to the then current CHS Base Line Volume, Farmland Base Line Volume, Total Base Line Volume and Sales Split for such Regular Product Line to establish the new CHS Base Line Volume, Farmland Base Line Volume, Total Base Line Volume and Sales Split for such Regular Product Line:

(i) If there are any unit sales volume increases or decreases with respect to such Regular Product Line that are due to an Investment Change by a Member during the Sales Year, then the number of units of the applicable Energy Product that would have been attributable to such Investment Change during the Sales Year if such Investment Change had been made on the first day of the Sales Year (which shall be equal to the number of units of the applicable Energy Product attributable to the Investment Change during the Sales Year divided by the number of days in the Sales Year following the date of the Investment Change, multiplied by 365) shall be added to, or in the case of a decrease in volume, subtracted from, that Member's Base Line Volume (either the CHS Base Line Volume or the Farmland Base Line Volume, as applicable) with respect to such Regular Product Line;

(ii) If, disregarding the effect on unit sales volume of any Investment Change by a Member during the Sales Year, the sales volume for such Regular Product Line for the Sales Year is greater than the Total Base Line Volume with respect to such Regular Product Line, then the number of units of increased volume for such Regular Product Line (for

purposes of this Section 5.6(e)(ii), the "Increased Volume Units"), which is equal to the difference between the number of units of the applicable Energy Product sold during the Sales Year and the Total Base Line Value for such Regular Product Line, shall be allocated between the Members such that 50% of the Increased Volume Units shall be added to the CHS Base Line Volume and 50% of the Increased Volume Units shall be added to the Farmland Base Line Volume, irrespective of the source of the increased volume; and

(iii) After the adjustments to the CHS Base Line Volume and Farmland Base Line Volume set forth in Sections 5.6(e)(i) and 5.6(e)(ii) have been made, the resulting Total Base Line Volume shall be calculated as provided in the definition of Total Base Line Volume in Section 1.2 and the resulting Sales Split shall be calculated as provided in
Section 5.6(c).

5.7 Exchange Agreements. The Members shall exchange Energy Products with each other and purchase Energy Products from each other in accordance with the terms and conditions of the Exchange Agreements attached hereto as Exhibit E. The Members agree that a sale of Energy Products by one Member to the other Member pursuant to any Exchange Agreement shall not be considered a sale for purposes of determining patronage sales to the other Member, and each Member hereby waives any and all rights under the bylaws or other organizational documents of the other Member to receive any patronage dividends or distributions from the other Member as a result of any purchases of Energy Products made pursuant to any Exchange Agreement.

5.8 Management Services. Each Member shall provide services to the Company and the Company shall provide services to each Member in accordance with the terms and conditions of the Management Services Agreements attached hereto as Exhibit B. The Company will manage the lubricant plants owned by the Members and the corporation known as Cenex-Farmland, Inc., which is a joint venture between the Members, pursuant to such Management Services Agreements.

5.9 Lease of Office Space. Each Member shall lease office space to the Company for the conduct of the Company's administrative operations in accordance with the terms and conditions of the Office Lease Agreements attached hereto as Exhibit F.

5.10 Contracts with Members or their Affiliates. Except for the transactions contemplated by the Operative Agreements, which are hereby approved by the Members, and except as provided in Section 3.6, any contract or transaction between the Company and one of its Members or any of a Member's Affiliates is permissible only if such contract or transaction, and the Member's interest therein, are fully disclosed to and the terms of such contract or transaction are approved by the disinterested Member.

5.11 Other Business Ventures. Subject to the provisions of Section 5.12, any Member may engage in or possess an interest in other business ventures of every nature and description, independently or with others, and neither the Company nor the other Members shall have any right by virtue of this Agreement in or to such other business ventures or to the income or profits derived therefrom. The Members and Representatives shall not be required to devote all of their time or business efforts to the affairs of the Company, but shall devote so much of their time and attention to the Company as is reasonably necessary and advisable to manage the affairs of the Company in a prudent manner.

5.12 Competition. Notwithstanding the provisions of Section 5.11, each Member covenants that it will not, directly or through any Affiliate, own or engage in any business within the United States of America, Canada or Mexico which is in competition with the Company's Business. Each Member acknowledges that the foregoing restrictions are reasonable in scope and duration and are necessary to protect the Company's Business and the investment of each Member in the Company. If any Member, directly or through an Affiliate, violates any of its respective covenants in this Section 5.12, the Company, upon the approval of the non-violating Member, shall be permitted to obtain specific, injunctive or other equitable relief against such violation from a court of competent jurisdiction, without the necessity of posting bond or proving lack of an adequate remedy at law. Such remedy shall be cumulative and not exclusive of any other remedy available to the Company at law or in equity. Each Member shall be released from its respective covenants in this Section 5.12 upon dissolution or termination of the Company.

5.13 Confidentiality. The Company and each Member, in the course of their activities pursuant to this Agreement and the Operative Agreements, shall have access to, and shall have disclosed to them, proprietary and other confidential information concerning their respective business affairs relating to the sale of the Energy Products subject to this Agreement. This proprietary and confidential information constitutes valuable business assets of each of them, any of which, if used, applied or disclosed, will cause substantial and irreparable damage to the business and asset value of each, respectively. Accordingly, none of the Company or the Members shall, at any time, use, apply or disclose any of such confidential and proprietary information without the prior written consent of each of the others. The Company shall not obtain, and the Members shall not exchange, confidential or proprietary information concerning the activities of the Members that are outside the scope of the Company's Business. Each of the Company and the Members shall, in addition to any other available rights and remedies, be entitled to enjoin and restrain any of the others from violating or continuing to violate the preceding obligations. The obligations referred to in this Section 5.13 shall survive the dissolution of the Company.

5.14 Truck Transportation. It is the intent of the Members that the Company shall not be responsible for providing truck transportation with respect to Energy Products. It is acknowledged that each of the Members operates its own truck

transportation business, and the Company shall not be required to use the transportation services of the Members when it arranges truck transportation for Customers.

5.15 Claims Arising from the Sale of Energy Products. Except to the extent of a breach by a Member of a representation, warranty or agreement contained in this Agreement or any of the Operative Agreements, it is understood and agreed that the liability and costs associated with a claim arising from the sale of Energy Products by the Company on behalf of the Members as contemplated herein and in the Operative Agreements, shall be shared based on the portion of the Energy Products sold by each Member giving rise to such claim. Further, the Members and the Company agree to cooperate in the defense of any such claim to most efficiently administer and defend such claim, including entering into appropriate joint defense agreements.

5.16 Execution of Documents Filed with Secretary of State of Delaware. Each Member shall be authorized to execute and file with the Secretary of State of Delaware any document permitted or required by the Act. Such documents shall be executed and filed only after the Management Committee has approved or consented to such action.

5.17 Liability and Indemnification

(a) Limitation of Liability. No Person shall be liable to the Company or the Members for any loss, damage, liability or expense suffered by the Company or its Members on account of any action taken or omitted to be taken by such Person as a Member, Representative, Co-President, President or other officer, or by such Person while serving at the request of the Company as a director, officer or in any other comparable position of any Other Enterprise, if such Person discharges such Person's duties in good faith and in a manner such Person reasonably believes to be in or not opposed to the best interest of the Company. The liability of a Member, Representative, Co-President, President or officer hereunder shall be limited only for those actions taken or omitted to be taken by such Person in connection with the management of the business and affairs of the Company. The provisions of this Section 5.17 are not intended to limit the liability of any Member in any other connection, including but not limited to any obligations of such Member undertaken in this Agreement.

(b) Right to Indemnification. The Company shall indemnify each Person who has been or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or appellate (regardless of whether such action, suit or proceeding is by or in the right of the Company or by third parties) by reason of the fact that such Person is or was a Member, Representative, Co-President, President or other officer, or employee of the Company, or is or was serving at the request of the Company as a director, officer or in any other comparable position of any Other Enterprise, against all liabilities and expenses, including, without limitation, judgments, amounts paid in settlement, attorneys' fees, ERISA excise taxes or penalties, fines and other expenses, actually and reasonably

incurred by such Person in connection with such action, suit or proceeding (including, without limitation, the investigation, defense, settlement or appeal of such action, suit or proceeding); provided, however, that the Company shall not be required to indemnify or advance expenses to any Person from or on account of such Person's conduct that was finally adjudged to have been knowingly fraudulent, deliberately dishonest or to constitute willful misconduct or recklessness; provided further, that the Company shall not be required to indemnify or advance expenses to any Person in connection with an action, suit or proceeding initiated by such Person unless the initiation of such action, suit or proceeding was authorized in advance by the unanimous approval of the Members. A Member, Representative, Co-President, President or other officer or employee shall be indemnified hereunder only for those actions taken or omitted to be taken by such Person in connection with the discharge of such Person's obligations for the management of the business and affairs of the Company. The provisions of this Section 5.17 are not intended to extend indemnification to any Member for any obligations of such Member undertaken in this Agreement.

(c) Enforcement of Indemnification. If the Company refuses to indemnify any Person who may be entitled to be indemnified or to have expenses advanced under this Section 5.17, such Person shall have the right to maintain an action in any court of competent jurisdiction against the Company to determine whether or not such Person is entitled to such indemnification or advancement of expenses hereunder. If such court action is successful and the Person is determined to be entitled to such indemnification or advancement of expenses, such Person shall be reimbursed by the Company for all fees and expenses (including attorneys' fees) actually and reasonably incurred in connection with any such action (including, without limitation, the investigation, defense, settlement or appeal of such action).

(d) Advancement of Expenses. Expenses (including attorneys' fees) reasonably incurred in defending an action, suit or proceeding, whether civil, criminal, administrative, investigative or appellate, shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Person to repay such amount if it shall ultimately be determined that such Person is not entitled to indemnification by the Company. In no event shall any advance be made in instances where the Members or independent legal counsel reasonably determine that such Person would not be entitled to indemnification hereunder.

(e) Non-Exclusivity. The indemnification and advancement of expenses provided by this Section 5.17 shall not be exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any statute or any agreement, Member vote, policy of insurance or otherwise, both as to action in their official capacity and as to action in another capacity while holding their respective offices, and shall not limit in any way any right or obligation that the Company may have to make additional indemnifications with respect to the same or different Persons or classes of Persons. The indemnification and advancement of expenses

provided by, or granted pursuant to, this Section 5.17 shall continue as to a Person who has ceased to be a Member, Representative, Co-President or President or other officer or employee, and as to a Person who has ceased serving at the request of the Company as a director, officer or in any other comparable position of any Other Enterprise and shall inure to the benefit of the heirs, executors and administrators of such Person.

(f) Indemnification of Representatives by Members. Notwithstanding the provisions of this Section 5.17, each Member shall indemnify its Representatives against liability to the extent and in the manner as provided by each Member's governing documents A Representative's right to indemnification shall be satisfied first by the Member appointing such Representative, and thereafter by the Company only to the extent such obligation is not fully satisfied after the indemnification by such Member is taken into account.

(g) Insurance. If approved by the Management Committee, the Company may purchase and maintain insurance on behalf of any Person who is or was a Member, Representative, Co-President, President or other officer or employee, or is or was serving at the request of the Company as a director, officer or in any other comparable position of any Other Enterprise, against any liability asserted against such Person and incurred by such Person in any such capacity, or arising out of such Person's status as such, whether or not the Company would have the power, or the obligation, to indemnify such Person against such liability under the provisions of this Section 5.17.

(h) Amendment and Vesting of Rights. Notwithstanding any other provision of this Agreement, the terms and provisions of this Section 5.17 shall not be amended or repealed and the rights to indemnification and advancement of expenses created hereunder shall not be changed, altered or terminated except by unanimous vote of the Members. The rights granted or created hereby shall be vested in each Person entitled to indemnification hereunder as a bargained-for, contractual condition of such Person's serving or having served as a Member, Representative, Co-President, President or other officer or employee or serving at the request of the Company as a director, officer or in any other comparable position of any Other Enterprise and, while this
Section 5.17 may be amended or repealed, no such amendment or repeal shall release, terminate or adversely affect the rights of such Person under this Section 5.17 with respect to any act taken by such Person or the failure by such Person to take any act prior to such amendment or repeal, whether the claim arising from such action or failure to act is asserted before or after such amendment.

(i) Definitions. For purposes of Section 5.17, references to:

(i) The "Company" shall include, in addition to the resulting or surviving limited liability company, any constituent limited liability company (including any constituent of a constituent) absorbed in a consolidation or merger so that any Person who is or was serving as a member or manager of such constituent limited liability company, or is or was serving at the request of such constituent limited liability company

as a director or officer or in any other comparable position of any Other Enterprise shall stand in the same position under the provisions of this Section 5.17 with respect to the resulting or surviving limited liability company as such Person would if such Person had served the resulting or surviving limited liability company in the same capacity.

(ii) "Other Enterprises" or "Other Enterprise" shall include, without limitation, any other limited liability company, corporation, cooperative association, partnership, joint venture, trust, employee benefit plan or other entity.

(iii) "fines" shall include any excise taxes assessed against a Person with respect to an employee benefit plan.

(iv) "defense" shall include investigations of any threatened, pending or completed action, suit or proceeding as well as appeals thereof and shall also include any defensive assertion of a cross-claim or counterclaim.

(v) "serving at the request of the Company" shall include any service as a director, officer or in any other comparable position that imposes duties on, or involves services by, a Person with respect to an employee benefit plan, its participants or beneficiaries.

(vi) a Person who acted in good faith and in a manner such Person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted "in the best interest of the Company" as referred to in this Section 5.17.

(j) Severability. If any provision of this Section 5.17 or the application of any such provision to any Person or circumstance is held invalid, illegal or unenforceable for any reason whatsoever, the remaining provisions of this Section 5.17 and the application of such provision to other Persons or circumstances shall not be affected thereby and, to the fullest extent possible, the court finding such provision invalid, illegal or unenforceable shall modify and construe the provision so as to render it valid and enforceable as against all Persons and to give the maximum possible protection to Persons subject to indemnification hereby within the bounds of validity, legality and enforceability. Without limiting the generality of the foregoing, if any Member, Representative, Co-President, President or other officer or employee or any Person who is or was serving at the request of the Company as a director, officer or in any other comparable position of any Other Enterprise, is entitled under any provision of this Section 5.17 to indemnification by the Company for some or a portion of the judgments, amounts paid in settlement, attorneys' fees, ERISA excise taxes or penalties, fines or other expenses actually and reasonably incurred by any such Person in connection with any threatened, pending or completed action, suit or proceeding (including, without limitation, the investigation, defense, settlement or appeal of such action, suit or proceeding), whether civil, criminal, administrative, investigative or appellate, but not,

however, for all of the total amount thereof, the Company shall nevertheless indemnify such Person for the portion thereof to which such Person is entitled.

ARTICLE VI
ACCOUNTING AND BANK ACCOUNTS

6.1 Fiscal Year. The fiscal year and taxable year of the Company shall end on August 31 of each year, unless a different year is required by the Code or adopted by the Members.

6.2 Books and Records. At all times during the existence of the Company, the Company shall cause to be maintained full and accurate books of account, which shall reflect all Company transactions and be appropriate and adequate for the Company's Business. The books and records of the Company shall be maintained at such place or places as the Members shall determine. Each Member or its Representatives shall have the right during ordinary business hours and upon reasonable notice to inspect and copy (at such Member's own expense) all books and records of the Company. The Members may cause the Company to retain a firm of certified public accountants of recognized standing to audit the financial statements of the Company.

6.3 Financial Reports

(a) Within 30 days after the end of each month there shall be prepared and delivered to each Member a balance sheet and related financial statements for the month then ended.

(b) Within 75 days after the end of each fiscal year, there shall be prepared and delivered to each Member all information with respect to the Company necessary for the preparation of the Members' federal and state income tax returns.

(c) Within 90 days after the end of each fiscal year, there shall be prepared and delivered to each Member:

(i) a balance sheet as of the end of such year and related financial statements for the year then ended; and

(ii) other pertinent information regarding the Company.

6.4 Tax Returns and Elections; Tax Matters Member. The Company shall cause to be prepared and timely filed all federal, state and local income tax returns and other returns or statements required of the Company by applicable law. The Company shall claim all deductions and make such elections for federal or state income tax purposes that the Members reasonably believe will produce the most favorable tax results for the Members. CHS is hereby designated as the Company's "Tax Matters Member," as contemplated under the Code, and in such capacity is hereby authorized and

empowered to act for and represent the Company and each of the Members before the Internal Revenue Service in any audit or examination of any Company tax return and before any court selected by the Members for judicial review of any adjustment assessed by the Internal Revenue Service. CHS hereby accepts such designation. CHS shall provide Farmland with written notice of any federal income tax audit and shall keep Farmland informed of all material developments involved in such proceedings. CHS shall consult with Farmland with respect to any proposed consent or adjustment, and shall not agree to any proposed consent or adjustment to the Company's income, gain, loss or deductions without the consent of Farmland, which consent shall not be unreasonably withheld. Without limiting the general applicability of this Section 6.4, CHS shall not be liable, responsible or accountable in damages or otherwise to the Company or Farmland with respect to any action taken by CHS in its capacity as the Tax Matters Member, provided CHS acted in a manner it believed to be in the best interests of the Company and its Members. All reasonable out-of-pocket expenses incurred by CHS in its capacity as the Tax Matters Member shall be considered expenses of the Company for which CHS shall be entitled to full reimbursement. Nothing in this Section 6.4 shall limit the ability of the Members to take any action in their individual capacity relating to those tax audit matters that are left to the determination of an individual partner under Code Section 6222 through Code
Section 6232.

6.5 Section 754 Election. In the event there occurs a distribution of Company assets that satisfies the provisions of Section 734 of the Code, upon the determination of the Members, the Company shall elect, pursuant to Section 754 of the Code, to adjust the basis of the Property to the extent allowed by
Section 734 and shall cause such adjustments to be made and maintained. Any additional accounting expenses incurred by the Company in connection with making or maintaining any such basis adjustment shall be reimbursed to the Company from time to time by the distributee who benefits from the making and maintenance of such basis adjustment.

6.6 Bank Accounts. All funds of the Company shall be deposited in a separate bank, money market or similar account(s) approved by the Management Committee and in the Company's name. Withdrawals therefrom shall be made only by such persons as are authorized by the Management Committee.

ARTICLE VII
TRANSFERS OF INTERESTS

7.1 Prohibition on Transfer. Except as expressly provided in this Agreement, no Member may Transfer all or any part of its Interest. Any purported Transfer of all or part of an Interest in violation of the terms of this Agreement shall be null and void and of no effect. Effective as of the date of any attempted Transfer of all or part of an Interest in violation of this Agreement and continuing for a two-year period thereafter, a Member that attempts to Transfer all or part of its Interest in violation of this Agreement shall no longer have the right to vote as a Member, give its approval or

consent as Member, name Representatives to the Management Committee or participate in the management of the business and affairs of the Company, and the vote, consent or approval of the Non-Defaulting Member shall be sufficient for taking all action required or permitted to be taken by the Members under this Agreement.

7.2 Involuntary Transfers. In the event of an involuntary Transfer of the Interest of a Member (the "Transferor") upon the Bankruptcy of such Member or other involuntary transfer by such Member, any assignee of such Interest who does not become a Substitute Member as provided in Section 7.3 (a "Transferee") shall not be a Member and shall not have any right to vote as a Member, give its consent or approval as a Member, name Representatives to the Management Committee or participate in the management of the business and affairs of the Company. In addition, unless and until admitted as a Substitute Member, a Transferee shall not be entitled to exercise any other rights of a Member in the Company, including the right to grant approvals or give consents with respect to the transferred Interest, the right to require any information or accounting of the Company's Business, or the right to inspect the Company's books and records. The Transferee shall, however, be entitled to receive Distributions and allocations of the Company, as provided in Article IV of this Agreement, attributable to the Interest that is the subject of the Transfer to such Transferee. A Transferor shall cease to be a Member upon Transfer of its Interest.

7.3 Substitute Member. A "Substitute Member" is a Transferee admitted to the Company as a Member and entitled to all rights and bound by all obligations of the Member for which it is substituted. A Transferee shall have the right to become a Substitute Member only upon the occurrence of all of the following:

(a) The Transferee executes an instrument acceptable to the Non-Transferring Member adopting and agreeing to abide by the terms and provisions of this Agreement;

(b) The Transferor or Transferee has paid all reasonable expenses of the Company in connection with the admission of the Transferee as a Substitute Member; and

(c) The Non-Transferring Member, in its sole and absolute discretion, shall have consented in writing to such Transferee becoming a Substitute Member.

Upon satisfaction of all of the foregoing conditions, the Members shall cause this Agreement to be duly amended to reflect the admission of the Transferee as a Substitute Member.

7.4 Binding on Transferee. The provisions of this Article VII shall be binding upon any Transferee of a transferring Member's or Transferee's Interest.

ARTICL VIII
DISPUTE RESOLUTION

8.1 General Management Issues. In the event that a General Management Issue shall arise during the term of this Agreement, the Co-Presidents or President of the Company (as applicable) shall resolve the disagreement and make the final decision with respect to the item in question. The decision of the Co-Presidents or President shall be binding on the Members (except to the extent such decision may be modified pursuant to the provisions of this Section 8.1). Any Member may appeal, in accordance with the procedure established in this
Section 8.1, any decision made by the Co-Presidents or President pursuant to this Section 8.1 involving a Material Item. A Member may commence such an appeal by giving written notice to the other Member, at which time the matter that is the subject of the appeal shall be submitted to the Management Committee for review. The Management Committee shall review the matter at its next meeting and may modify the decision of the Co-Presidents or President to the extent the Management Committee deems advisable. If the Management Committee fails to resolve the matter to the satisfaction of the appealing Member, the matter shall be submitted to the Chief Executive Officers of the Members, who shall promptly review the matter and may modify the decision of the Co-Presidents or President to the extent such Chief Executive Officers may agree is advisable. If the Chief Executive Officers of the Members fail to resolve the matter to the satisfaction of the appealing Member, the appealing Member shall continue to be bound by the decision of the Co-Presidents or President.

8.2 Business Issues and Legal Issues

(a) Management Escalation. In the event that a Business Issue or a Legal Issue shall arise during the term of this Agreement, the Management Committee shall first make a good faith effort to promptly resolve such dispute. If the Management Committee is unable to reach agreement with respect to such dispute within 60 days, then the dispute shall be submitted to the Chief Executive Officers of the Members, who shall meet within 30 days to attempt in good faith to resolve the dispute. If the Chief Executive Officers have not resolved the dispute within 60 days of the submission of the dispute to the Chief Executive Officers, then the dispute shall be resolved in accordance with the provisions of Sections 8.2(b) or 8.2(c), as applicable.

(b) Business Issues. In the event that the Members are unable to reach agreement with respect to a Business Issue during the term of this Agreement, the previous agreement with respect to such Business Issue shall remain in effect until the earlier of the Business Issue Expiration Date or the date an agreement is reached by the Members with respect to such Business Issue. If the Members are unable to reach agreement with respect to such Business Issue prior to the date that is one year prior to the Business Issue Expiration Date, then each Member shall have the right to cause the Company to be dissolved by giving notice to the

other Member, upon which the Company shall be dissolved on that date that is six months after the date of such notice. If no Member exercises the right to dissolve the Company pursuant to the preceding sentence prior to that date that is six months' prior to the Business Issue Expiration Date, then the Company shall be dissolved upon the Business Issue Expiration Date.

(c) Legal Issues. In the event that the Members are unable to resolve a Legal Issue pursuant to the provisions of Section 8.2(a) hereof, such dispute shall be submitted to non-binding mediation administered by the American Arbitration Association in accordance with its Commercial Mediation Rules. If the Member initiating the mediation is CHS, the mediation shall take place in Kansas City, Missouri, and if the Member initiating the mediation is Farmland, the mediation shall take place in Minneapolis, Minnesota. The Members shall share the expenses of the mediation on an equal basis. If such dispute is not resolved by non-binding mediation, the dispute shall be resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules (as modified hereby). If the Member initiating the arbitration proceeding is CHS, the arbitration shall be conducted in Kansas City, Missouri, and if the Member initiating the arbitration proceeding is Farmland, the arbitration shall be conducted in Minneapolis, Minnesota. Any award rendered in the arbitration proceeding shall be final and binding upon the Members and a judgment thereon may be entered in any court having competent jurisdiction. The Member initiating the arbitration shall request, and the American Arbitration Association shall: (i) appoint as the arbitrator a single retired trial judge in the state where the arbitration takes place who is familiar with the business conducted by the Company; (ii) direct the arbitrator to follow substantive rules of law and the Federal Rules of Evidence; (iii) allow the parties to conduct discovery pursuant to the rules then in effect under the Federal Rules of Civil Procedure (excluding confidential records of CHS or Farmland that are not relevant to the issues being arbitrated) for a period not to exceed 60 days; (iv) require the testimony to be transcribed; and (v) require the award to be accompanied by findings of fact and a statement of reasons for the decision. If a Member is determined to be liable in any dispute that is determined and/or settled by arbitration pursuant to this Section 8.2(c), then all costs and expenses, including reasonable attorney's fees and expert's fees, of all parties incurred with respect to such dispute shall be borne by the Member determined to be liable in respect of such dispute; provided, however, that if complete liability is not assessed against only one Member, the Members shall share the expenses in proportion to their respective amounts of liability so determined. In the event that no Member is determined to be liable in a dispute that is determined and/or settled by arbitration pursuant to this Section 8.2(c), then the expenses of arbitration shall be shared equally by the parties unless otherwise decided by the arbitrator(s). The Members agree to continue performing their respective obligations under this Agreement while the dispute is being resolved, except to the extent such obligations are clearly the subject of the dispute. Notwithstanding any provision

of this Section 8.2(c), any Member may seek injunctive relief from any judicial or administrative authority of competent jurisdiction to enjoin the other Member from breaching any provision of this Agreement or any Operative Agreement pending resolution of a dispute by mediation or arbitration pursuant to this Section 8.2(c).

ARTICLE IX
DISSOLUTION AND TERMINATION

9.1 Events Causing Dissolution. The Company shall be dissolved upon the first to occur of the following events:

(a) The unanimous agreement of the Members to dissolve.

(b) Upon the entry of a decree of dissolution with respect to the Company by a court of competent jurisdiction.

(c) Upon the voluntary termination of the Company by a Member in accordance with the provisions of this Section 9.1(c). At any time after September 1, 2000, a Member may effect a voluntary termination of the Company by (i) giving notice to the other Member of its intent to terminate the Company under this Section 9.1(c) and (ii) making a cash payment to the other Member in an amount equal to the greater of (A) $5,000,000 or (B) twenty-five percent (25%) of the aggregate of the other Member's Volume Adjusted Patronage Income (as defined below) for the two fiscal years ending immediately preceding the date of such notice (for purposes of this Section 9.1(c), the "Applicable Fiscal Years"). The Company shall be dissolved pursuant to this Section 9.1(c) on the date specified in such notice, which date shall be between six and nine months after the date of such notice. The amount payable by the terminating Member hereunder shall be paid on the date of dissolution. For purposes of this Section 9.1(c), a Member's "Volume Adjusted Patronage Income" for the Applicable Fiscal Years means (1) for the Member with the greater aggregate patronage sales revenues from Refined Fuels in the Applicable Fiscal Years (for purposes of this
Section 9.1(c), "Member A"), that Member's aggregate patronage income from the sale of Refined Fuels for the Applicable Fiscal Years and (2) for the other Member (for purposes of this Section 9.1(c), "Member B"), that Member's total patronage income from the sale of Refined Fuels for the Applicable Fiscal Years multiplied by a fraction, the numerator of which is the aggregate patronage sales revenues from Refined Fuels of Member A in the Applicable Fiscal Years and the denominator of which is the aggregate patronage sales revenues from Refined Fuels of Member B in the Applicable Fiscal Years. For purposes hereof, patronage sales revenues and patronage income shall be determined from the books and records of the Member in accordance with the methods used by such Member in determining such amounts for patronage dividend allocations and distributions, and patronage income shall be the amount of such Member's patronage sourced income attributable to business done with or for its members and patrons and shall be computed

without regard to taxes based on income. By way of illustration of the foregoing, if Member A had aggregate patronage income of $40 million and aggregate patronage sales revenues of $2.0 billion from Refined Fuels in the Applicable Fiscal Years, and Member B had $20 million in aggregate patronage income and $1.5 billion in aggregate patronage sales revenues from Refined Fuels in such years, then Member A's Volume Adjusted Patronage Income would be $40 million, and Member B's Volume Adjusted Patronage Income would be $26.67 million (I.E., $20 million times ($2.0 billion divided by $1.5 billion)). Member B could terminate by making a cash payment of $10 million to Member A (I.E., 25% of $40 million). Member A could terminate by making a cash payment of $6.67 million to Member B (I.E., 25% of $26.67 million).

(d) Upon notice given by a Member to the other Member within 60 days after a Change in Control of the other Member; provided, however, that the Company shall be dissolved pursuant to this Section 9.1(d) on the date specified in such notice, which date shall be between six and nine months after the date of such notice.

(e) Upon notice given by a Member to the other Member pursuant to this Section 9.1(e) following an event giving rise to a right to dissolve the Company pursuant to this Section 9.1(e); provided, however, that the Company shall be dissolved pursuant to this Section 9.1(e) on the date specified in such notice, which date shall be between six and nine months after the date of such notice. A Member may elect to dissolve the Company (by giving notice thereof as hereinafter provided) in the event that the other Member experiences a material non-operating loss (for purposes of this Section 9.1(e), a "Material Loss") and such other Member accounts for the Material Loss in a manner which will have a material negative impact on the patronage income of such Member from Energy Products in any fiscal year subsequent to the fiscal year with respect to which the Material Loss is recorded for financial accounting purposes. This provision shall not apply to the application of article and/or bylaw provisions that require or result in charges against patronage income of all allocation units made on a non-discriminatory basis and made for purposes of contributing to a capital reserve. The right of a Member to dissolve the Company hereunder may be exercised by giving notice to the other Member at any time after such Member becomes aware of the event giving rise to such right to dissolve, but in any event shall be exercised within 60 days after the other Member notifies such Member that an event to which this
Section 9.1(e) applies has occurred.

(f) Upon notice given by a Member to the other Member in the event that the other Member materially breaches this Agreement or any Operative Agreement and fails to cure such breach within 60 days after receiving notice of such breach.

(g) As provided in Section 8.2(b).

To the extent permitted by law, the foregoing are the only events that may cause a dissolution of the Company, notwithstanding the provisions of
Section 18-801 of the Act.

9.2 Effect of Dissolution. Except as otherwise provided in this Agreement, upon the dissolution of the Company, the surviving Members shall take such actions as may be required pursuant to the Act and shall proceed to wind up, liquidate and terminate the business and affairs of the Company. In connection with the winding up of the Company, the Members shall have the authority to liquidate and reduce to cash (to the extent necessary or appropriate) the assets of the Company as promptly as is consistent with obtaining Fair Value therefor, to apply and distribute the proceeds of such liquidation and any remaining assets in accordance with the provisions of
Section 9.4 hereof, and to do any and all acts and things authorized by, and in accordance with, the Act and other applicable laws for the purpose of winding up and liquidation.

9.3 Plan of Liquidation. Commencing upon the earlier of (i) the giving of notice by a Member of its intent to cause a dissolution of the Company pursuant to Section 8.2(b), 9.1(c), 9.1(d) or 9.1(e), (ii) in the event of a dissolution of the Company upon the expiration of an agreement with respect to a Business Issue pursuant to Section 8.2(b), that date that is six months' prior to the expiration of such agreement, or (iii) the dissolution of the Company, the Members shall use their best efforts to agree upon a plan of liquidation that includes a reasonable allocation between the Members of all of the Company's vendor contracts, employees and other assets and commitments. Upon the dissolution of the Company, the Members shall wind up and liquidate the Company pursuant to any such plan of liquidation.

9.4 Application of Proceeds. Upon dissolution and liquidation of the Company, the assets of the Company shall be applied and distributed in the order of priority set forth in Section 4.2.

9.5 Continuing Obligations. If any Member is required to assume or pay any debt, expense, obligation or liability of the Company following dissolution or termination, each of the other Members shall contribute its respective pro rata share of such debt, expense, obligation or liability until the same is discharged.

ARTICLE X
MISCELLANEOUS

10.1 Title to Assets. Title to the Property and all other assets acquired by the Company shall be held in the name of the Company. No Member shall individually have any ownership interest or rights in the Property or any other assets of the Company, except indirectly by virtue of such Member's ownership of an Interest. No Member shall have any right to seek or obtain a partition of the Property or other assets of the Company, nor shall a Member have the right to any specific assets of the Company upon the liquidation of or any distribution from the Company.

10.2 Nature of Interest in the Company. An Interest shall be personal property for all purposes.

10.3 Notices. Any notice, demand, request or other communication required or permitted to be given pursuant to this Agreement or the Act to the Company, any Member or any other Person (a "Notice") shall be sufficient if in writing and if hand-delivered or sent by certified mail return receipt requested, commercial overnight delivery service, or facsimile transmission followed by hard copy within not less than three Business Days, to the Company at 3315 North Oak Trafficway, Kansas City, Missouri 64116 and at 5500 Cenex Drive, Inver Grove Heights, Minnesota 55077, or to a Member at its office address or facsimile number as appearing on the records of the Company. All Notices that are mailed shall be deemed given as of the date shown on the return receipt. All Notices that are hand-delivered shall be deemed given upon delivery. All Notices sent by commercial overnight delivery shall be deemed given upon receipt. All notices sent by facsimile transmission shall be deemed given upon electronic confirmation of delivery if delivered no later than 4:30
p.m. Central Time on a Business Day or, if not delivered by 4:30 p.m. Central Time on a Business Day, on the next Business Day following the date of such delivery.

10.4 Waiver of Default. No consent or waiver, express or implied, by the Company or a Member with respect to any breach or default by the other Member shall be deemed a consent or waiver with respect to any other breach or default by such Member or the other Member of the same provision or of any other provision of this Agreement. Failure on the part of the Company or any Member to complain of any act or failure to act of another Member or to declare such other Member in default shall not constitute a waiver by the Company or the Member of any rights hereunder.

10.5 No Third Party Rights. None of the provisions in this Agreement shall be for the benefit of or enforceable by any third parties, including, but not limited to creditors of the Company; however, the Company may enforce any right granted to the Company under the Act, the Certificate or this Agreement.

10.6 Entire Agreement. Together with the Certificate, the Operative Agreements and the Confidentiality Agreement between Farmland and Cenex, Inc. (now known as Cenex Harvest States Cooperatives) dated August 13, 1997, this Agreement constitutes the entire agreement between the Members, in such capacity, relative to the formation, operation and continuation of the Company.

10.7 Amendments to this Agreement

(a) This Agreement shall not be modified or amended except by written instrument executed by all the Members.

(b) Notwithstanding the provisions of Sections 5.1(a) and 10.7(a), this Agreement shall be amended in order to reflect the occurrence of any of the following

events, provided all the conditions, if any, contained in the relevant Sections of this Agreement with respect to such event have been satisfied:

(i) An adjustment in the Percentage Interests of the Members upon a Defaulting Member's Default.

(ii) The readjustment of the Percentage Interests as a result of the cure of a Defaulting Member's Default.

(iii) The modification of this Agreement to comply with the relevant tax laws pursuant to Sections 3.4 or 4.5(j) hereof.

10.8 Severability. If any provision of this Agreement is held illegal, invalid or unenforceable to any extent, the legality, validity and enforceability of the remainder of this Agreement shall not be affected thereby, and the remainder of this Agreement shall continue in full force and effect.

10.9 Binding Agreement. Subject to the restrictions on the disposition of Interests herein contained, the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

10.10 Headings. Article and Section headings in this Agreement are for convenience of reference only and shall have no effect in the interpretation of this Agreement.

10.11 Counterparts. This Agreement may be executed in counterparts, each of which shall be an original and all of which, taken together, shall constitute a single instrument.

10.12 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to conflicts of laws principles.

IN WITNESS WHEREOF, the Members have executed this Agreement as of the date set forth above.

FARMLAND INDUSTRIES, INC.

By:  /s/ Robert W. Honse
    --------------------------------------------
     Robert W. Honse
     Executive Vice President & Chief Operating
     Officer, Ag Input Businesses

CENEX HARVEST STATES COOPERATIVES

By:  /s/ Noel K. Estenson
    --------------------------------------------
     Name: Noel K. Estenson
     Title: Chief Executive Officer

EXHIBIT 10.21

ADDENDUM TO
LIMITED LIABILITY COMPANY AGREEMENT

This Addendum is entered into as of 8:00 a.m., C.D.T., on July 23, 1998, by Cenex Harvest States Cooperatives ("CHS"), a Minnesota cooperative corporation, and Farmland Industries, Inc. ("Farmland"), a Kansas cooperative corporation. CHS and Farmland are collectively referred to in this Addendum as the "Members".

RECITALS

A. CHS and Farmland are Members of Country Energy, LLC, a Delaware limited liability company (the "Company"), pursuant to a Limited Liability Agreement dated June 29, 1998 (the "LLC Agreement"). All capitalized terms not defined herein shall have the meanings assigned to such terms in the LLC Agreement.

B. The Members desire to amend the provisions of Sections 2.6 and 2.10(a) of Article II of the LLC Agreement.

In consideration of the foregoing and the mutual covenants and promises contained herein, the Members agree as follows:

1. Sections 2.6 and 2.10(a) of Article II of the LLC Agreement are hereby amended in their entirety to read as follows:

2.6 Agreement to Finalize Certain Operative Documents. The Members recognize that certain Exhibits (and certain Schedules attached to such Exhibits), which consist of certain Operative Agreements, have not been agreed upon as of the date hereof. The Members agree to negotiate and work together in good faith to finalize such Operative Agreements in accordance with the understandings of the Members as of the date hereof. When the Members and the Company reach agreement with respect to the terms of all of the Operative Agreements, the Members and the Company shall execute such agreements and attach such agreements as Exhibits to this Agreement.

2.10 Business Plan.

(a) The Members agree to work together in good faith to adopt a Business Plan as soon as possible covering the three fiscal years commencing on September 1, 1998 (the "Initial Business Plan").

2. In all other respects, the LLC Agreement, as amended hereby, is confirmed by the Members.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

CENEX HARVEST STATES COOPERATIVES           FARMLAND INDUSTRIES, INC.

By: /s/ Noel K. Estenson                    By: /s/ Robert W. Honse
   ----------------------------------          ---------------------------------
Name: Noel K. Estenson                      Name: Robert W. Honse
Title: Chief Executive Officer              Title: Executive Vice President

EXHIBIT 10.22

EXECUTION COPY

CENEX HARVEST STATES COOPERATIVES

$225,000,000

6.81% SERIES A SENIOR NOTES DUE JUNE 19, 2013

NOTE AGREEMENT

DATED AS OF JUNE 19, 1998

TABLE OF CONTENTS

(Not Part of Agreement)

                                                                            Page

1.  AUTHORIZATION OF ISSUE OF NOTES............................................1

2.  PURCHASE AND SALE OF NOTES.................................................1

3.  CONDITIONS OF CLOSING......................................................2

3A. OPINION OF PURCHASERS' SPECIAL COUNSEL............................2 3B. OPINION OF COMPANY'S COUNSEL......................................2
3C. REPRESENTATIONS AND WARRANTIES; NO DEFAULT........................2
3D. PURCHASE PERMITTED BY APPLICABLE LAWS.............................2 3E. MATERIAL ADVERSE CHANGE...........................................2 3F. FEES AND EXPENSES.................................................2 3G. PRIVATE PLACEMENT NUMBER..........................................3 3H. PROCEEDINGS.......................................................3
3I. SALE OF NOTES TO OTHER PURCHASERS.................................3

4. PREPAYMENTS................................................................3 4A. REQUIRED PREPAYMENTS..............................................3 4B. OPTIONAL PREPAYMENT WITH YIELD-MAINTENANCE AMOUNT.................3
4C. NOTICE OF OPTIONAL PREPAYMENT.....................................3
4D. PARTIAL PAYMENTS PRO RATA.........................................4 4E. RETIREMENT OF NOTES...............................................4

5. AFFIRMATIVE COVENANTS......................................................4 5A. FINANCIAL STATEMENTS..............................................4 5B. INFORMATION REQUIRED BY RULE 144A.................................6
5C. INSPECTION OF PROPERTY............................................6
5D. COVENANT TO SECURE NOTE EQUALLY...................................6 5E. OFFER TO PREPAY NOTES IN THE EVENT OF A CHANGE IN CONTROL.........6 5F. COMPLIANCE WITH LAW...............................................8 5G. INSURANCE.........................................................8 5H. MAINTENANCE OF PROPERTIES.........................................8
5I. PAYMENT OF TAXES..................................................8 5J. CORPORATE EXISTENCE, ETC..........................................9 5K. LINES OF BUSINESS.................................................9
5L. AGREEMENT ASSUMING LIABILITY ON NOTES.............................9

6. NEGATIVE COVENANTS.........................................................9 6A. CONSOLIDATED NET WORTH............................................9 6B. FUNDED DEBT.......................................................9
6C. PRIORITY DEBT....................................................10
6D. LIENS............................................................10 6E. MERGER AND CONSOLIDATION.........................................12 6F. SALE OF ASSETS...................................................12 6G. TRANSACTIONS WITH AFFILIATES.....................................13 6H. SUBSIDIARY DIVIDEND RESTRICTIONS.................................13
6I. SUBSIDIARY PREFERRED STOCK.......................................14 6J. ISSUANCE OF STOCK BY SUBSIDIARIES................................14

7. EVENTS OF DEFAULT.........................................................14 7A. ACCELERATION.....................................................14 7B. RESCISSION OF ACCELERATION.......................................17
7C. NOTICE OF ACCELERATION OR RESCISSION.............................17
7D. OTHER REMEDIES...................................................17

8. REPRESENTATIONS, COVENANTS AND WARRANTIES.................................17 8A(1). ORGANIZATION.....................................................17 8A(2). POWER AND AUTHORITY..............................................18 8B. FINANCIAL STATEMENTS.............................................18
8C. ACTIONS PENDING..................................................18
8D. OUTSTANDING DEBT.................................................19 8E. TITLE TO PROPERTIES..............................................19 8F. TAXES............................................................19 8G. CONFLICTING AGREEMENTS AND OTHER MATTERS.........................19 8H. OFFERING OF NOTES................................................20
8I. USE OF PROCEEDS..................................................20 8J. ERISA............................................................20 8K. GOVERNMENTAL CONSENT.............................................21
8L. COMPLIANCE WITH ENVIRONMENTAL AND OTHER LAWS.....................21
8M. REGULATORY STATUS................................................21 8N. PERMITS AND OTHER OPERATING RIGHTS...............................21 8O. YEAR 2000 COMPLIANCE.............................................22 8P. DISCLOSURE.......................................................22

9. REPRESENTATIONS OF EACH PURCHASER.........................................22 9A. NATURE OF PURCHASE...............................................22 9B. SOURCE OF FUNDS..................................................23

10. DEFINITIONS...............................................................24
    10A.     YIELD-MAINTENANCE TERMS..........................................24
    10B.     OTHER TERMS......................................................25
    10C.     ACCOUNTING PRINCIPLES, TERMS AND DETERMINATIONS..................30

11. MISCELLANEOUS.............................................................31
    11A.     NOTE PAYMENTS....................................................31
    11B.     EXPENSES.........................................................31
    11C.     CONSENT TO AMENDMENTS............................................32
    11C(1).  REQUIRED CONSENT.................................................32
    11C(2).  SOLICITATION OF HOLDERS OF NOTES.................................32
    11D.     FORM, REGISTRATION, TRANSFER AND EXCHANGE OF NOTES; LOST NOTES...32
    11E.     PERSONS DEEMED OWNERS; PARTICIPATIONS............................33
    11F.     ADDITIONAL SERIES OF NOTES.......................................33
    11F(1).  PROVISION FOR ADDITIONAL SERIES OF NOTES.........................33
    11F(2).  CONDITIONS TO ADDITIONAL SERIES OF NOTES.........................34

11G. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.....34 11H. SUCCESSORS AND ASSIGNS...........................................34
11I. INDEPENDENCE OF COVENANTS........................................34 11J. NOTICES..........................................................34 11K. PAYMENTS DUE ON NON-BUSINESS DAYS................................35
11L. SATISFACTION REQUIREMENT.........................................35
11M. GOVERNING LAW....................................................35 11N. SEVERABILITY.....................................................35 11O. DESCRIPTIVE HEADINGS.............................................35 11P. COUNTERPARTS.....................................................35 11Q. SEVERALTY OF OBLIGATIONS.........................................35

SCHEDULE 6B       --       EXISTING FUNDED DEBT
SCHEDULE 6D       --       EXISTING LIENS
SCHEDULE 8G       --       LIST OF AGREEMENTS RESTRICTING DEBT
SCHEDULE 8I       --       USE OF PROCEEDS

EXHIBIT A         --       FORM OF NOTE
EXHIBIT B         --       FORM OF DISBURSEMENT DIRECTION LETTER
EXHIBIT C         --       FORM OF OPINION OF COMPANY'S COUNSEL

CENEX HARVEST STATES COOPERATIVES
5500 CENEX DRIVE
INVER GROVE HEIGHTS, MN 55077

As of June 19, 1998

To Each of the Purchasers Named in the
Purchaser Schedule Attached Hereto

Ladies and Gentlemen:

The undersigned, Cenex Harvest States Cooperatives, a nonstock agricultural cooperative corporation organized under the laws of the State of Minnesota (herein called the "COMPANY") formerly known as Harvest States Cooperatives, and the surviving entity resulting from the merger of Cenex, Inc., an agricultural cooperative corporation organized under the laws of the State of Minnesota ("CENEX"), into the Company, hereby agrees with the purchasers named in the Purchaser Schedule attached hereto (herein called the "PURCHASERS") as set forth below. Unless the context requires otherwise, each reference herein to the "Company", when applicable to a time prior to such merger, shall include both Cenex and the Company, and each reference herein to a "Subsidiary" of the Company, when applicable to a time prior to such merger, shall include a Subsidiary of Cenex or the Company. Reference is made to paragraph 10 hereof for definitions of capitalized terms used herein and not otherwise defined herein.

1. AUTHORIZATION OF ISSUE OF NOTES. The Company will authorize the issue of its senior promissory notes in the aggregate principal amount of $225,000,000, to be dated the date of issue thereof, to mature June 19, 2013, to bear interest on the unpaid balance thereof from the date thereof until the principal thereof shall have become due and payable at the rate of 6.81% per annum and on overdue payments at the rate specified therein, and to be substantially in the form of Exhibit A attached hereto. The term "NOTES" as used herein shall include each such senior promissory note delivered pursuant to any provision of this Agreement and each such senior promissory note delivered in substitution or exchange for any other Note pursuant to any such provision.

2. PURCHASE AND SALE OF NOTES. The Company hereby agrees to sell to each Purchaser and, subject to the terms and conditions herein set forth, each Purchaser agrees to purchase from the Company the aggregate principal amount of Notes set forth opposite such Purchaser's name in the Purchaser Schedule attached hereto at 100% of such aggregate principal amount. The Company will deliver to each Purchaser, at the offices of Schiff Hardin & Waite at 7200 Sears Tower, Chicago, Illinois 60606, one or more Notes registered in such Purchaser's name (or in the name of its nominee(s), if any, specified on the Purchaser

Schedule for such Purchaser), evidencing the aggregate principal amount of Notes to be purchased by such Purchaser and in the denomination or denominations specified with respect to such Purchaser in the Purchaser Schedule against payment of the purchase price thereof by transfer of immediately available funds on the date of closing, which shall be June 19, 1998 (herein called the "CLOSING" or the "DATE OF closing"), for credit to the account or accounts as shall be specified in a letter on the Company's letterhead, in substantially the form of Exhibit B attached hereto, from the Company to the Purchasers delivered prior to the date of closing.

3. CONDITIONS OF CLOSING. Each Purchaser's obligation to purchase and pay for the Notes to be purchased by such Purchaser hereunder is subject to the satisfaction, on or before the date of closing, of the following conditions:

3A. OPINION OF PURCHASERS'SPECIAL COUNSEL. Such Purchaser shall have received from Schiff Hardin & Waite, who are acting as special counsel for the Purchasers in connection with this transaction, a favorable opinion satisfactory to such Purchaser as to such matters incident to the matters herein contemplated as it may reasonably request.

3B. OPINION OF COMPANY'S COUNSEL. Such Purchaser shall have received from Debra Thornton, the General Counsel of the Company, a favorable opinion in the form of Exhibit C attached hereto, and the Company, by its execution hereof, hereby requests and authorizes such counsel to render such opinion.

3C. REPRESENTATIONS AND WARRANTIES; NO DEFAULT. The representations and warranties contained in paragraph 8 shall be true on and as of the date of closing; there shall exist on the date of closing no Event of Default or Default; and the Company shall have delivered to such Purchaser an Officer's Certificate, dated the date of closing, to both such effects.

3D. PURCHASE PERMITTED BY APPLICABLE LAWS. The purchase of and payment for the Notes to be purchased by such Purchaser on the date of closing on the terms and conditions herein provided (including the use of the proceeds of such Notes by the Company) shall not violate any applicable law or governmental regulation (including, without limitation, section 5 of the Securities Act or Regulation T, U or X of the Board of Governors of the Federal Reserve System) and shall not subject such Purchaser to any tax, penalty, liability or other onerous condition under or pursuant to any applicable law or governmental regulation, and such Purchaser shall have received such certificates or other evidence as it may request to establish compliance with this condition.

3E. MATERIAL ADVERSE CHANGE. No material adverse change in the business, condition (financial or otherwise), operations or prospects of the Company and its Subsidiaries, taken as a whole, since May 31, 1997 shall have occurred or be threatened, as determined by such Purchaser in its sole judgment.

3F. FEES AND EXPENSES. Without limiting the provisions of paragraph 11B hereof, the Company shall have paid the reasonable fees, charges and disbursements of special counsel to the Purchasers referred to in paragraph 3A hereof.

3G. PRIVATE PLACEMENT NUMBER. A Private Placement number issued by Standard & Poor's CUSIP Service Bureau (in cooperation with the Securities Valuation Office of the National Association of Insurance Commissioners) shall have been obtained for the Notes.

3H. PROCEEDINGS. All corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incident thereto shall be satisfactory in substance and form to such Purchaser, and such Purchaser shall have received all such counterpart originals or certified or other copies of such documents as it may reasonably request.

3I. SALE OF NOTES TO OTHER PURCHASERS. The Company shall have sold to the other Purchasers the Notes to be purchased by them at the closing and shall have received payment in full therefor.

4. PREPAYMENTS. The Notes shall be subject to prepayment with respect to the required prepayments specified in paragraph 4A and the optional prepayments permitted by paragraph 4B.

4A. REQUIRED PREPAYMENTS. Until the Notes shall be paid in full, the Company shall apply to the prepayment of the Notes, without premium, the sum of $37,500,000 on June 19 in each of the years 2008 to 2012, inclusive, and such principal amounts of the Notes, together with interest thereon to the prepayment dates, shall become due on such prepayment dates. The remaining outstanding principal amount of the Notes, together with any accrued and unpaid interest thereon, shall become due on the maturity date of the Notes.

4B. OPTIONAL PREPAYMENT WITH YIELD-MAINTENANCE AMOUNT. The Notes shall be subject to prepayment, in whole at any time or from time to time in part (in multiples of $5,000,000), at the option of the Company, at 100% of the principal amount so prepaid plus interest thereon to the prepayment date and the Yield-Maintenance Amount, if any, with respect to each Note. Any partial prepayment of the Notes pursuant to this paragraph 4B shall be applied in satisfaction of required payments of principal thereof in inverse order of their scheduled due dates.

4C. NOTICE OF OPTIONAL PREPAYMENT. The Company shall give the holder of each Note irrevocable written notice of any prepayment pursuant to paragraph 4B not less than 10 Business Days prior to the prepayment date, specifying such prepayment date and the principal amount of the Notes, and of the Notes held by such holder, to be

prepaid on such date and stating that such prepayment is to be made pursuant to paragraph 4B. Notice of prepayment having been given as aforesaid, the principal amount of the Notes specified in such notice, together with interest thereon to the prepayment date and together with the Yield-Maintenance Amount, if any, with respect thereto, shall become due and payable on such prepayment date. The Company shall, on or before the day on which it gives written notice of any prepayment pursuant to paragraph 4B, give telephonic notice of the principal amount of the Notes to be prepaid and the prepayment date to each Significant Holder which shall have designated a recipient of such notices in the Purchaser Schedule attached hereto or by notice in writing to the Company.

4D. PARTIAL PAYMENTS PRO RATA. Upon any partial prepayment of the Notes pursuant to paragraph 4A or 4B, the principal amount so prepaid shall be allocated to all Notes at the time outstanding (including, for the purpose of this paragraph 4D only, all Notes prepaid or otherwise retired or purchased or otherwise acquired by the Company or any of its Subsidiaries or Affiliates (including pursuant to paragraph 4E or 5E hereof) other than by prepayment pursuant to paragraph 4A or 4B) in proportion to the respective outstanding principal amounts thereof.

4E. RETIREMENT OF NOTES. The Company shall not, and shall not permit any of its Subsidiaries or Affiliates to, prepay or otherwise retire in whole or in part prior to their stated final maturity (other than by prepayment pursuant to paragraph 4A or 4B or 5E or upon acceleration of such final maturity pursuant to paragraph 7A), or purchase or otherwise acquire, directly or indirectly, Notes held by any holder unless the Company or such Subsidiary or Affiliate shall have offered to prepay or otherwise retire or purchase or otherwise acquire, as the case may be, the same proportion of the aggregate principal amount of Notes held by each other holder of Notes at the time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least 30 Business Days. If the holders of more than 5% of the principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least 15 Business Days from its receipt of such notice to accept such offer. Any Notes so prepaid or otherwise retired or purchased or otherwise acquired by the Company or any of its Subsidiaries or Affiliates shall not be deemed to be outstanding for any purpose under this Agreement, except as provided in paragraph 4D.

5. AFFIRMATIVE COVENANTS.

5A. FINANCIAL STATEMENTS. The Company covenants that it will deliver to each Significant Holder in duplicate:

(i) as soon as practicable and in any event within 45 days after the end of each quarterly period (other than the last quarterly period) in each fiscal year, consolidated

statements of income, members' equity and cash flows of the Company and its Subsidiaries for the period from the beginning of the current fiscal year to the end of such quarterly period, and a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarterly period, setting forth in each case in comparative form figures for the corresponding period in the preceding fiscal year, all in reasonable detail and satisfactory in form to the Required Holder(s) and certified by an authorized financial officer of the Company, subject to changes resulting from year-end adjustments; provided, however, that the delivery pursuant to clause (iii) below of the Quarterly Report on Form 10-Q of the Company for such quarterly period including such financial statements filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this clause (i);

(ii) as soon as practicable and in any event within 90 days after the end of each fiscal year, consolidating and consolidated statements of income and cash flows and a consolidated statement of members' equity of the Company and its Subsidiaries for such year, and a consolidating and consolidated balance sheet of the Company and its Subsidiaries as at the end of such year, setting forth in each case in comparative form corresponding consolidated figures from the preceding annual audit, all in reasonable detail and satisfactory in form to the Required Holder(s) and, as to the consolidated statements, reported on by independent public accountants of recognized national standing selected by the Company whose report shall be without limitation as to the scope of the audit and satisfactory in substance to the Required Holder(s) and, as to the consolidating statements, certified by an authorized financial officer of the Company; provided, however, that delivery pursuant to clause (iii) below of copies of the Annual Report on Form 10-K of the Company for such fiscal year including such financial statements filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this clause (ii);

(iii) promptly upon transmission thereof, copies of all such financial statements, and copies of all registration statements (without exhibits) and all reports which it files with the Securities and Exchange Commission (or any governmental body or agency succeeding to the functions of the Securities and Exchange Commission);

(iv) promptly upon receipt thereof, a copy of each other report submitted to the Company by independent accountants in connection with any annual, interim or special audit made by them of the books of the Company or any Subsidiary; and

(v) with reasonable promptness, such other information as such Significant Holder may reasonably request.

Together with each delivery of financial statements required by clauses (i) and
(ii) above, the Company will deliver to each Significant Holder an Officer's Certificate demonstrating (with computations in reasonable detail) compliance by the Company and its Subsidiaries with the provisions of paragraphs 6A, 6B, 6C, 6D and 6F and stating that there exists no Event of Default or

Default, or, if any Event of Default or Default exists, specifying the nature and period of existence thereof and what action the Company proposes to take with respect thereto. Together with each delivery of financial statements required by clause (ii) above, the Company will deliver to each Significant Holder a certificate of such accountants stating that, in making the audit necessary for their report on such financial statements, they have obtained no knowledge of any Event of Default or Default arising under paragraph 6A, 6B(iv) or 6C or under paragraph 6E(ii) or 6F(iv) insofar as such Default or Event of Default relates to 6E(ii)(c)(y) or 6F(iv)(b)(y) and existing as of the last day of the Company's fiscal year, or, if they have obtained knowledge of any Event of Default or Default arising under any such paragraph, specifying the nature and period of existence thereof. Such accountants, however, shall not be liable to anyone by reason of their failure to obtain knowledge of any such Event of Default or Default which would not be disclosed in the course of an audit conducted in accordance with generally accepted auditing standards. The Company also covenants that immediately after any Responsible Officer obtains knowledge of an Event of Default or Default, it will deliver to each Significant Holder an Officer's Certificate specifying the nature and period of existence thereof and what action the Company proposes to take with respect thereto.

5B. INFORMATION REQUIRED BY RULE 144A. The Company covenants that it will, upon the request of the holder of any Note, provide such holder, and any qualified institutional buyer designated by such holder, such financial and other information as such holder may reasonably determine to be necessary in order to permit compliance with the information requirements of Rule 144A under the Securities Act in connection with the resale of Notes, except at such times as the Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act. For the purpose of this paragraph 5B, the term "qualified institutional buyer" shall have the meaning specified in Rule 144A under the Securities Act.

5C. INSPECTION OF PROPERTY. The Company covenants that it will permit any Person designated by any Significant Holder in writing, at such Significant Holder's expense (if no Default or Event of Default then exists) or at the expense of the Company (if a Default or an Event of Default then exists), to visit and inspect any of the properties of the Company and its Subsidiaries, to examine the corporate books and financial records of the Company and its Subsidiaries and make copies thereof or extracts therefrom and to discuss the affairs, finances and accounts of any of such corporations with the principal officers of the Company and its independent public accountants; provided, however, that the Company shall have the option to have a representative present at any meeting between its independent public accountants and such Significant Holder, all at such reasonable times and as often as such Significant Holder may reasonably request.

5D. COVENANT TO SECURE NOTE EQUALLY. The Company covenants that if it or any Subsidiary shall create or assume any Lien upon any of its property or assets, whether now owned or hereafter acquired, other than Liens permitted by the provisions of paragraph 6D (unless prior written consent to the creation or assumption thereof shall have been obtained pursuant to paragraph 11C), it will make or cause to be made effective provision

whereby the Notes will be secured by such Lien equally and ratably with any and all other Debt thereby secured so long as any such other Debt shall be so secured.

5E. OFFER TO PREPAY NOTES IN THE EVENT OF A CHANGE IN CONTROL.

5E(1) NOTICE OF IMPENDING CHANGE IN CONTROL. The Company will not take any action that consummates or finalizes a Change in Control unless at least 30 days prior to such action it shall have given to each holder of the Notes written notice of such impending Change in Control.

5E(2) NOTICE OF OCCURRENCE OF CHANGE IN CONTROL. The Company will, within five Business Days after any Responsible Officer has knowledge of the occurrence of any Change in Control, give written notice of such Change in Control to each holder of the Notes. If a Change in Control has occurred, such notice shall contain and constitute an offer to prepay the Notes as described in paragraph 5E(4) and shall be accompanied by the certificate described in paragraph 5E(7).

5E(3) NOTICE OF ACCEPTANCE OF OFFER UNDER PARAGRAPH 5E(2). If the Company shall at any time receive an acceptance to an offer to prepay Notes under paragraph 5E(2) .from some, but not all of, the holders of the Notes, then the Company will, within two Business Days after the receipt of such acceptance, give written notice of such acceptance to each other holder of the Notes.

5E(4) OFFER TO PREPAY NOTES. The offer to prepay Notes contemplated by paragraph 5E(2) shall be an offer to prepay, in accordance with and subject to this paragraph 5E, all, but not less than all, of the Notes held by each holder (in this case only, "holder" in respect of any Note registered in the name of a nominee for a disclosed beneficial owner shall mean such beneficial owner) on a date specified in such offer (the "PROPOSED PREPAYMENT DATE"). Such Proposed Prepayment Date shall be not less than 30 days and not more than 60 days after the date of such offer (if the Proposed Prepayment Date shall not be specified in such offer, the Proposed Prepayment Date shall be the 30th day after the date of such offer). Notwithstanding the foregoing, if the Company shall be required to give a notice of acceptance under paragraph 5E(3) hereof with respect to any offer to prepay Notes under paragraph 5E(2), then the Proposed Prepayment Date for such offer shall be the later of (i) the date specified in the immediately preceding sentences, or (ii) the 10th Business Day after the date the first such notice of acceptance with respect to such offer was given by the Company under paragraph 5E(3).

5E(5) REJECTION; ACCEPTANCE. A holder of Notes may accept the offer to prepay made pursuant to this paragraph 5E by causing a notice of such acceptance to be delivered to the Company prior to the Proposed Prepayment Date. A failure by a holder of Notes to

so respond to an offer to prepay made pursuant to this paragraph 5E shall be deemed to constitute a rejection of such offer by such holder.

5E(6) PREPAYMENT. Prepayment of the Notes to be prepaid pursuant to this paragraph 5E shall be at 100% of the principal amount of such Notes, together with interest on such Notes accrued to the date of prepayment. The prepayment shall be made on the Proposed Prepayment Date.

5E(7) OFFICER'S CERTIFICATE. Each offer to prepay the Notes pursuant to this paragraph 5E shall be accompanied by a certificate, executed by a Responsible Officer of the Company and dated the date of such offer, specifying (i) the Proposed Prepayment Date, (ii) that such offer is made pursuant to this paragraph 5E, (iii) the principal amount of each Note offered to be prepaid, (iv) the interest that would be due on each Note offered to be prepaid, accrued to the Proposed Prepayment Date, (v) that the conditions of this paragraph 5E have been fulfilled, and (vi) in reasonable detail, the nature and date of the Change in Control.

5F. COMPLIANCE WITH LAW. The Company covenants that it will, and will cause each of its Subsidiaries to, comply with all laws, ordinances or governmental rules or regulations to which each of them is subject (unless such failure to comply is subject to a good faith contest), including, without limitation, environmental laws, and will obtain and maintain in effect all licenses, certificates, permits, franchises and other governmental authorizations necessary to the ownership of their respective properties or to the conduct of their respective businesses, in each case to the extent necessary to ensure that non-compliance with such laws, ordinances or governmental rules or regulations or failures to obtain or maintain in effect such licenses, certificates, permits, franchises and other governmental authorizations would not reasonably be expected, individually or in the aggregate, to have a material adverse effect on the business, condition (financial or otherwise) or operations of the Company and its Subsidiaries, taken as a whole.

5G. INSURANCE. The Company covenants that it will, and will cause each of its Subsidiaries to, maintain, with financially sound and reputable insurers, insurance with respect to their respective properties and businesses against such casualties and contingencies, of such types, on such terms and in such amounts as is customary in the case of entities of established reputations engaged in the same or a similar business and similarly situated; provided, however, the Company may, to the extent permitted by law, provide for appropriate self-insurance with respect to workers' compensation.

5H. MAINTENANCE OF PROPERTIES. The Company covenants that it will, and will cause each of its Subsidiaries to, maintain and keep, or cause to be maintained and kept, their respective Properties in good repair, working order and condition (other than ordinary wear and tear), so that the business carried on in connection therewith may be properly conducted in all material respects at all times, provided that this paragraph shall not prevent the Company or any Subsidiary from discontinuing the operation and the maintenance of any of its

Properties if such discontinuance is desirable in the conduct of its business and such discontinuance would not reasonably be expected, individually or in the aggregate, to have a material adverse effect on the business, condition (financial or otherwise) or operations of the Company and its Subsidiaries taken as a whole.

5I. PAYMENT OF TAXES. The Company covenants that it will, and will cause each of its Subsidiaries to, file all income tax or similar tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges or levies payable by any of them, and to pay and discharge all amounts payable for work, labor and materials, in each case to the extent such taxes, assessments, charges, levies and amounts payable have become due and payable and before they have become delinquent, provided that neither the Company nor any Subsidiary need pay any such tax, assessment, charge, levy or amount payable if (i) the amount, applicability or validity thereof is being actively contested by the Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Subsidiary has established adequate reserves therefor in accordance with generally accepted accounting principles on the books of the Company or such Subsidiary or (ii) the nonpayment of all such taxes, assessments, charges, levies and amounts payable in the aggregate would not reasonably be expected to have a materially adverse effect on the business, condition (financial or otherwise) or operations of the Company and its Subsidiaries taken as a whole.

5J. CORPORATE EXISTENCE, ETC. Subject to paragraph 6E, the Company will at all times preserve and keep in full force and effect its corporate existence and will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries. The Company will at all times preserve and keep in full force and effect all certificates of convenience and necessity, rights and franchises, licenses, permits, operating rights and other authorization from federal, state, foreign, regional, municipal and other local regulatory bodies or administrative agencies or governmental bodies having jurisdiction over the Company and its Subsidiaries or any of their respective Properties as are necessary for the ownership, operation and maintenance of its respective businesses and Properties, unless the termination of or failure to preserve and keep in full force and effect such corporate existence, right, certificate or franchise, license, permit, operating right or other authorization would not reasonably be expected, individually or in the aggregate, to have a material adverse effect on the business, condition (financial or otherwise) or operations of the Company and its Subsidiaries taken as a whole.

5K. LINES OF BUSINESS. The Company shall not engage in any material respects in any business activity or operations other than operations or activities (i) in the agriculture industry, (ii) in the food industry, or (iii) which are not substantially different from or related to its present business activities or operations.

5L. AGREEMENT ASSUMING LIABILITY ON NOTES. The Company covenants that, if at any time any Person should become liable (as co-obligor, endorser, guaranty or surety) on any other material obligation of the Company, the

Company will, at the same time, cause such Person to deliver to the holder of the Notes an agreement pursuant to which such Person becomes similarly liable on the Notes; provided this paragraph 5L shall not apply to any Person becoming liable solely as an endorser of a check, or as a signatory to a letter of credit for trade liabilities of the Company incurred, in the ordinary course of business.

6. NEGATIVE COVENANTS

6A. CONSOLIDATED NET WORTH. The Company covenants that it will not permit Consolidated Net Worth at any time to be less than $750,000,000.

6B. FUNDED DEBT. The Company covenants that it will not, and will not permit any of its Subsidiaries to, directly or indirectly create, issue, incur or assume any Funded Debt, except:

(i) Funded Debt of any Subsidiary owing to the Company or to another Wholly-Owned Subsidiary;

(ii) the Funded Debt represented by the Notes;

(iii) Funded Debt existing on the date of this Agreement and described on Schedule 6B hereto, and any extension, renewal or refunding thereof (but without increase in the principal amount outstanding at the time of such extension, renewal or refunding); and

(iv) Funded Debt of the Company and its Subsidiaries created, issued, incurred or assumed after the date of closing, in addition to Funded Debt permitted under clauses (i), (ii) and (iii) of this paragraph 6B, provided that, on the date of the creation, issuance, incurrence or assumption of such Funded Debt, and after giving effect thereto and to the application of the proceeds therefrom, the ratio of
(a) the aggregate outstanding principal amount of all Funded Debt of the Company and its Subsidiaries (other than Funded Debt of any Subsidiary owing to the Company or to another Wholly-Owned Subsidiary) to (b) Consolidated Cash Flow for the four fiscal quarters ending with the fiscal quarter most recently ended prior to such date (if such date is not the last day of a fiscal quarter) or ending with the fiscal quarter ended on such date (if such date is the last day of a fiscal quarter) does not exceed 3.0 to 1.0;

provided that, in each case, after giving effect to the creation, issuance, incurrence or assumption of such Funded Debt, the Company is in compliance with paragraph 6C.

6C. PRIORITY DEBT. The Company covenants that it will not, and will not permit any of its Subsidiaries to, directly or indirectly create, issue, incur or assume any Priority Debt if after giving effect thereto the aggregate outstanding principal amount of all Priority

Debt would exceed 15% of Consolidated Tangible Net Worth at the time of such creation, issuance, incurrence or assumption.

6D. LIENS. The Company covenants that it will not, and will not permit any of its Subsidiaries to, directly or indirectly create, incur, assume or suffer to be created, incurred or assumed or to exist (upon the happening of a contingency or otherwise) any Lien on or with respect to any Property of the Company or any of its Subsidiaries, whether now owned or held or hereinafter acquired (unless (1) provision is made for the equal and ratable securing of the Notes in accordance with paragraph 5D, and (2) the obligees of the obligations secured by such Liens shall have entered into an intercreditor agreement with the holders of the Notes in form and substance satisfactory to the holders of the Notes), except:

(i) Liens for taxes, assessments or other governmental charges or levies securing obligations not overdue, or if overdue, being actively contested in good faith by appropriate proceedings that will prevent the forfeiture or sale of any Property, provided that adequate reserves are established in accordance with generally accepted accounting principles on the books of the Company or a Subsidiary of the Company;

(ii) attachment, judgment and other similar Liens arising in connection with court proceedings, provided the execution or other enforcement of such Lien(s) is effectively stayed and the claims secured thereby are being actively contested in good faith in such manner that the Property subject to such Lien(s) is not subject to forfeiture or sale, and further provided that adequate reserves are established in accordance with generally accepted accounting principles on the books of the Company or a Subsidiary of the Company;

(iii) Liens incidental to the normal conduct of the business of the Company or a Subsidiary of the Company or to the ownership by the Company or a Subsidiary of the Company of its Property which were not incurred in connection with the borrowing of money or the obtaining of credit or advances and which do not in the aggregate materially detract from the value of the Property of the Company or any Subsidiary of the Company for the purpose of such business or materially impair the use thereof in the operation of the business of the Company or any Subsidiary of the Company;

(iv) Liens existing as of the date of this Agreement and set forth on Schedule 6D hereto;

(v) any Lien renewing, extending or refunding any Lien permitted by clause (iv) of this paragraph 6D, provided that (a) the principal amount of the Debt secured by such Lien immediately prior to such extension, renewal or refunding is not increased or the maturity thereof reduced, (b) such Lien is not extended to any other Property, and (c) immediately after such extension, renewal or refunding no Default or Event of Default would exist;

(vi) Liens on Property of the Company or any of its Subsidiaries securing Debt owing to the Company or to any of its Wholly-Owned Subsidiaries;

(vii) any Lien created to secure all or any part of the purchase price or cost of construction, or to secure Debt incurred or assumed to pay all or a part of the purchase price or cost of construction, of any Property acquired or constructed by the Company or a Subsidiary of the Company after the date of closing, provided that
(a) any such Lien shall extend solely to the item or items of such Property so acquired or constructed or rights relating solely to such item or items or Property, (b) the principal amount of the Debt secured by any such Lien shall at no time exceed an amount equal to 100% of the fair market value of the Property acquired or constructed at the time of such acquisition or construction, and (c) such Lien shall be created contemporaneously with, or within 180 days after, the acquisition or completion of construction of such Property;

(viii) any Lien existing on Property acquired by the Company or any Subsidiary of the Company at the time such Property is so acquired (whether or not the Debt secured thereby is assumed by the Company or such Subsidiary) or any Lien existing on Property of a Person immediately prior to the time such Person is merged into or consolidated with the Company or any Subsidiary of the Company, provided that (a) no such Lien shall have been created or assumed in contemplation of such acquisition of Property or such consolidation or merger, (b) such Lien shall extend only to the Property acquired or the Property of such Person merged into or consolidated with the Company or Subsidiary which was subject to such Lien as of the time of such consolidation or merger, and (c) the principal amount of the Debt secured by any such Lien shall at no time exceed an amount equal to 100% of the fair market value of the Property subject thereto at the time of the acquisition thereof or at the time of such merger or consolidation; and

(ix) other Liens not otherwise permitted under clause (i) through (viii) of this paragraph 6D securing Debt, provided that the creation, issuance, incurrence or assumption of such Debt is permitted under paragraphs 6B and 6C hereof.

6E. MERGER AND CONSOLIDATION. The Company covenants that it will not, and will not permit any of its Subsidiaries to, merge or consolidate with any other Person, except that

(i) any Subsidiary of the Company may merge into the Company or any Wholly-Owned Subsidiary, provided that the Company or such Wholly-Owned Subsidiary is the surviving corporation, and

(ii) the Company may merge or consolidate with any other Person provided that (a) the successor formed by such consolidation or the survivor of such merger (the "SURVIVING CORPORATION") is a solvent corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, (b) if the

Company is not the Surviving Corporation, the Surviving Corporation shall have executed and delivered to each holder of the Notes its written assumption of the due and punctual performance and payment of each covenant and condition in this Agreement and the Notes, which assumption shall be in form and substance approved in writing by the Required Holders, and the Company shall have caused to be delivered to each holder of Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, and (c) immediately after giving effect to such merger or consolidation, (x) no Default or Event of Default shall exist and (y) the Surviving Corporation is able to incur at least $1.00 of additional Funded Debt under the provisions of paragraph 6B(iv) and at least $1.00 of additional Priority Debt under the provisions of paragraph 6C hereof.

6F. SALE OF ASSETS. The Company covenants that it will not, and will not permit any of its Subsidiaries to, sell, transfer, convey, lease or otherwise dispose of (a "TRANSFER") any Property (including capital stock of or other ownership interests in any Subsidiary of the Company), except that:

(i) the Company or any Subsidiary of the Company may Transfer any of its inventory, fixtures or equipment in the ordinary course of business;

(ii) any Subsidiary may Transfer any of its Property to the Company or a Wholly-Owned Subsidiary; and

(iii) the Company or any Subsidiary of the Company may lease its assets to any joint venture entity, of which the Company or any Subsidiary of the Company holds an ownership interest and shares in the earnings; provided that the terms of any such lease and the division of the joint venture's earnings, when viewed as a whole, can be reasonably expected to generate the same or greater book earnings and cash flow for the Company or Subsidiary of the Company as would be generated absent such lease;

(iv) the Company or any Subsidiary of the Company may Transfer any of its Properties at the fair market value thereof provided that
(a) either (1) the aggregate amount of the Disposition Value of all Property Transferred pursuant to this clause (iv) on or after the date of closing does not exceed an amount equal to 25% of Consolidated Total Assets as of the end of the fiscal year of the Company most recently ended prior to the date of such Transfer, or (2) concurrently with the making of such Transfer the Net Proceeds Amount for such Transfer is (A) applied to the acquisition by the Company or the Subsidiary making such Transfer of other Property of a nature similar to, and of at least an equivalent value of, the Property Transferred, or is committed to be applied to such acquisition within one year of the date of such Transfer, or (B) applied to the payment of the outstanding principal of all of the Funded Debt of the Company (excluding any Funded Debt owed to any Subsidiary or

Affiliate of the Company and excluding any Funded Debt in respect of any revolving credit or similar credit facility providing the Company with the right to obtain loans or other extensions of credit from time to time, except to the extent that, in connection with such payment of such Funded Debt, the availability of loans or other extensions of credit under such credit facility is permanently reduced by an amount not less than the amount of such proceeds applied to the payment of such Funded Debt) pro rata in proportion to the respective outstanding principal amounts thereof, and (b) immediately after giving effect to such Transfer (x) no Default or Event of Default shall exist and (y) the Company is able to incur at least $1.00 of additional Funded Debt under the provisions of paragraph 6B(iv) hereof and at least $1.00 of additional Priority Debt under the provisions of paragraph 6C hereof.

6G. TRANSACTIONS WITH AFFILIATES. The Company will not, and will not permit any Subsidiary of the Company to, enter into directly or indirectly any transaction (including, without limitation, the purchase, lease, sale or exchange of Properties of any kind or the rendering of any service) with any Affiliate, except pursuant to the reasonable requirements of the Company's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm's-length transaction with a Person not an Affiliate.

6H. SUBSIDIARY DIVIDEND RESTRICTIONS. The Company covenants that it will not, and will not permit any Subsidiary of the Company to, enter into, or be otherwise subject to, any contract or agreement (including its certificate of incorporation) which limits the amount of, or otherwise imposes restrictions on the payment of, dividends by any Subsidiary of the Company.

6I. SUBSIDIARY PREFERRED STOCK. The Company covenants that it will not, and will not permit any Subsidiary of the Company to, issue or permit to be outstanding any class of capital stock which has priority over any other class of capital stock of such Subsidiary as to dividends or in liquidation.

6J. ISSUANCE OF STOCK BY SUBSIDIARIES. The Company covenants that it will not permit any Subsidiary of the Company to issue, sell or otherwise dispose of any shares of any class of its stock (either directly or indirectly by the issuance of rights or options for, or securities convertible into, such shares) except to the Company or another Subsidiary of the Company.

7. EVENTS OF DEFAULT.

7A. ACCELERATION. If any of the following events shall occur and be continuing for any reason whatsoever (and whether such occurrence shall be voluntary or involuntary or come about or be effected by operation of law or otherwise):

(i) the Company defaults in the payment of any principal of or Yield-Maintenance Amount payable with respect to any Note when the same shall become due, either by the terms thereof or otherwise as herein provided; or

(ii) the Company defaults in the payment of any interest on any Note for more than 5 Business Days after the date due; or

(iii) the Company or any Subsidiary of the Company defaults (whether as primary obligor or as guarantor or other surety) in any payment of principal of or interest on any other obligation for money borrowed (or any Capitalized Lease Obligation, any obligation under a conditional sale or other title retention agreement, any obligation issued or assumed as full or partial payment for property whether or not secured by a purchase money mortgage or any obligation under notes payable or drafts accepted representing extensions of credit) beyond any period of grace provided with respect thereto, or the Company or any Subsidiary of the Company fails to perform or observe any other agreement, term or condition contained in any agreement under which any such obligation is created (or if any other event thereunder or under any such agreement shall occur and be continuing) and the effect of such failure or other event is to cause, or a holder or holders of such obligation (or a trustee on behalf of such holder or holders) causes, such obligation to become due (or to be repurchased by the Company or any Subsidiary of the Company) prior to any stated maturity, provided that the aggregate amount of all obligations as to which such a payment default shall occur and be continuing or such a failure or other event causing acceleration (or resale to the Company or any Subsidiary) shall occur and be continuing exceeds $5,000,000; or

(iv) any representation or warranty made by the Company herein or by the Company or any of its officers in any writing furnished in connection with or pursuant to this Agreement shall be false in any material respect on the date as of which made or deemed to have been made; or

(v) the Company fails to perform or observe any agreement contained in paragraph 5E or paragraph 6; or

(vi) the Company fails to perform or observe any other agreement, term or condition contained herein and such failure shall not be remedied within 30 days after any Responsible Officer obtains actual knowledge thereof; or

(vii) the Company or any Subsidiary of the Company makes an assignment for the benefit of creditors or is generally not paying its debts as such debts become due; or

(viii) any decree or order for relief in respect of the Company or any Subsidiary of the Company is entered under any bankruptcy, reorganization, compromise, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law, whether now or hereafter in effect (herein called the "BANKRUPTCY LAW"), of any jurisdiction; or

(ix) the Company or any Subsidiary of the Company petitions or applies to any tribunal for, or consents to, the appointment of, or taking possession by, a trustee, receiver, custodian, liquidator or similar official of the Company or any Subsidiary of the Company, or of any substantial part of the assets of the Company or any Subsidiary of the Company, or commences a voluntary case under the Bankruptcy Law of the United States or any proceedings (other than proceedings for the voluntary liquidation and dissolution of a Subsidiary) relating to the Company or any Subsidiary of the Company under the Bankruptcy Law of any other jurisdiction; or

(x) any such petition or application is filed, or any such proceedings are commenced, against the Company or any Subsidiary of the Company and the Company or such Subsidiary by any act indicates its approval thereof, consent thereto or acquiescence therein, or an order, judgment or decree is entered appointing any such trustee, receiver, custodian, liquidator or similar official, or approving the petition in any such proceedings, and such order, judgment or decree remains unstayed and in effect for more than 30 days; or

(xi) any order, judgment or decree is entered in any proceedings against the Company decreeing the dissolution of the Company and such order, judgment or decree remains unstayed and in effect for more than 60 days; or

(xii) any order, judgment or decree is entered in any proceedings against the Company or any Subsidiary of the Company decreeing a split-up of the Company or such Subsidiary which requires the divestiture of assets representing a substantial part, or the divestiture of the stock of a Subsidiary of the Company whose assets represent a substantial part, of the consolidated assets of the Company and its Subsidiaries (determined in accordance with generally accepted accounting principles) or which requires the divestiture of assets, or stock of a Subsidiary of the Company, which shall have contributed a substantial part of the consolidated net income of the Company and its Subsidiaries (determined in accordance with generally accepted accounting principles) for any of the three fiscal years then most recently ended, and such order, judgment or decree remains unstayed and in effect for more than 60 days; or

(xiii) a final judgment in an amount in excess of $5,000,000 is rendered against the Company or any Subsidiary of the Company and, within 45 days after entry thereof, such judgment is not discharged or execution thereof stayed pending appeal, or within 45 days after the expiration of any such stay, such judgment is not discharged; or

(xiv) the Company or any ERISA Affiliate, in its capacity as an employer under a Multiemployer Plan, makes a complete or partial withdrawal from such Multiemployer Plan resulting in the incurrence by such withdrawing employer of a withdrawal liability in an amount exceeding $10,000,000 unless paid within 60 days;

then (a) if such event is an Event of Default specified in clause (i) or (ii) of this paragraph 7A, the holder of any Note (other than the Company or any of its Subsidiaries or Affiliates) may at its option, by notice in writing to the Company, declare such Note to be, and such Note shall thereupon be and become, immediately due and payable at par together with interest accrued thereon, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Company, (b) if such event is an Event of Default specified in clause (viii), (ix) or (x) of this paragraph 7A with respect to the Company, all of the Notes at the time outstanding shall automatically become immediately due and payable together with interest accrued thereon and together with the Yield-Maintenance Amount, if any, with respect to each Note, without presentment, demand, protest or notice of any kind, all of which are hereby waived by the Company, and (c) if such event is not an Event of Default specified in clause (viii), (ix) or (x) of this paragraph 7A with respect to the Company, the Required Holder(s) may at its or their option, by notice in writing to the Company, declare all of the Notes to be, and all of the Notes shall thereupon be and become, immediately due and payable together with interest accrued thereon and together with the Yield-Maintenance Amount, if any, with respect to each Note, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Company. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from repayment by the Company (except as herein specifically provided for) and that the provision for payment of Yield-Maintenance Amount by the Company in the event the Notes are prepaid or are accelerated as a result of an Event of Default is intended to provide compensation for the deprivation of such right under such circumstances.

7B. RESCISSION OF ACCELERATION. At any time after any or all of the Notes shall have been declared immediately due and payable pursuant to paragraph 7A, the Required Holder(s) may, by notice in writing to the Company, rescind and annul such declaration and its consequences if (i) the Company shall have paid all overdue interest on the Notes, the principal of and Yield-Maintenance Amount, if any, payable with respect to any Notes which have become due otherwise than by reason of such declaration, and interest on such overdue interest and overdue principal and Yield-Maintenance Amount at the rate specified in the Notes, (ii) the Company shall not have paid any amounts which have become due solely by reason of such declaration, (iii) all Events of Default and Defaults, other than non-payment of amounts which have become due solely by reason of such declaration, shall have been cured or waived pursuant to paragraph 11C, and (iv) no judgment or decree shall have been entered for the payment of any amounts due pursuant to the Notes or this Agreement. No such rescission or annulment shall extend to or affect any subsequent Event of Default or Default or impair any right arising therefrom.

7C. NOTICE OF ACCELERATION OR RESCISSION. Whenever any Note shall be declared immediately due and payable pursuant to paragraph 7A or any such declaration shall be rescinded and annulled pursuant to paragraph 7B, the Company shall forthwith give written notice thereof to the holder of each Note at the time outstanding.

7D. OTHER REMEDIESD. If any Event of Default or Default shall occur and be continuing, the holder of any Note may proceed to protect and enforce its rights under this Agreement and such Note by exercising such remedies as are available to such holder in respect thereof under applicable law, either by suit in equity or by action at law, or both, whether for specific performance of any covenant or other agreement contained in this Agreement or in aid of the exercise of any power granted in this Agreement. No remedy conferred in this Agreement upon the holder of any Note is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or now or hereafter existing at law or in equity or by statute or otherwise.

8. REPRESENTATIONS, COVENANTS AND WARRANTIES. The Company represents, covenants and warrants as follows:

8A(1). ORGANIZATION. The merger of Cenex into the Company has been consummated in accordance with the terms of the Transaction Agreement and has become effective under the laws of the State of Minnesota. The Company is a nonstock agricultural cooperative corporation duly organized and existing in good standing under the laws of the State of Minnesota and each Subsidiary of the Company is duly organized and existing in good standing under the laws of the jurisdiction in which it is incorporated. The Company and each of its Subsidiaries have duly qualified or been duly licensed, and are authorized to do business and are in good standing, in each jurisdiction in which the ownership of their respective properties or the nature of their respective businesses makes such qualification or licensing necessary and in which the failure to be so qualified or licensed would be reasonably likely to have a material adverse effect on the business condition (financial or otherwise) or operations of the Company and its Subsidiaries, taken as a whole.

8A(2). POWER AND AUTHORITY. The Company and each Subsidiary of the Company has all requisite corporate power to own and operate its respective properties and to conduct its business as currently conducted and as currently proposed to be conducted. The Company has all requisite corporate power to execute, deliver and perform its obligations under this Agreement and the Notes. The execution, delivery and performance of this Agreement and the Notes has been duly authorized by all requisite corporate action, and this Agreement and the Notes have been duly executed and delivered by authorized officers of the Company and are valid obligations of the Company, legally binding upon and enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and
(ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

8B. FINANCIAL STATEMENTS. The Company has furnished each Purchaser with the following financial statements, identified by a principal financial officer of the Company: (i) consolidated balance sheets of the Company and its Subsidiaries as at May 31 in

each of the years 1991 to 1997, inclusive, and consolidated statements of earnings and cash flows of the Company and its Subsidiaries for each such year, all reported on by Deloitte & Touche, LLP; (ii) consolidated balance sheets of Cenex and its Subsidiaries as at September 30 in each of the years 1993 to 1997, inclusive, and consolidated statements of operations and cash flows of Cenex and its Subsidiaries for each such year, all reported on by Coopers & Lybrand, L.L.P.; (iii) a consolidated balance sheet of the Company and its Subsidiaries as at February 28 in each of the years 1997 and 1998 and consolidated statements of earnings and cash flows for the 9-month period ended on each such date, prepared by the Company; and (iv) a consolidated balance sheet of Cenex and its Subsidiaries as of February 28 in each of the years 1997 and 1998 and consolidated statements of operations for the 5-month period ending on each such date, prepared by Cenex. Such financial statements (including any related schedules and/or notes) are true and correct in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustments), have been prepared in accordance with generally accepted accounting principles consistently followed throughout the periods involved and show all liabilities, direct and contingent, of Cenex and its Subsidiaries and the Company and its Subsidiaries, respectively, required to be shown in accordance with such principles. The balance sheets fairly present the condition of Cenex and its Subsidiaries and the Company and its Subsidiaries each as at the dates thereof, and the statements of earnings or operations and cash flows fairly present the results of the operations of Cenex and its Subsidiaries and the Company and its Subsidiaries and their cash flows for the periods indicated. There has been no material adverse change in the business, condition (financial or otherwise) or operations of the Company and its Subsidiaries taken as a whole since May 31, 1997.

8C. ACTIONS PENDING. There is no action, suit, investigation or proceeding pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, or any Properties or rights of the Company or any of its Subsidiaries, by or before any court, arbitrator or administrative or governmental body which, individually or in the aggregate, could reasonably be expected to result in any material adverse change in the business, condition (financial or otherwise) or operations of the Company and its Subsidiaries taken as a whole.

8D. OUTSTANDING DEBT. Neither the Company nor any of its Subsidiaries has outstanding any Debt except as permitted by paragraph 6B. There exists no default under the provisions of any instrument evidencing such Debt or of any agreement relating thereto.

8E. TITLE TO PROPERTIES. The Company has and each of its Subsidiaries has good and indefeasible title to its respective real properties (other than properties which it leases) and good title to all of its other respective properties and assets, including the properties and assets reflected in the balance sheets as at May 31, 1997 and September 30, 1997 referred to in paragraph 8B (other than properties and assets disposed of in the ordinary course of business), except for defects in title not reasonably expected to result in a material adverse effect, subject to no Lien of any kind except Liens permitted by paragraph 6D. All leases necessary in any material respect for the conduct of the respective businesses of the Company and its Subsidiaries are valid and subsisting and are in full force and effect.

8F. TAXES. The Company has and each of its Subsidiaries has filed all federal, state and other income tax returns which, to the knowledge of the officers of the Company, are required to be filed, and each has paid all taxes as shown on such returns and on all assessments received by it to the extent that such taxes have become due, except such taxes as are being actively contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with generally accepted accounting principles. The Company is a cooperative association taxed under the provisions of "subchapter T" of the Code and the Company does not presently intend to alter its status as a subchapter T cooperative association for federal income tax purposes.

8G. CONFLICTING AGREEMENTS AND OTHER MATTERS. Neither the Company nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter or other corporate restriction which materially and adversely affects its business, property or assets, or financial condition. Neither the execution nor delivery of this Agreement, the Notes nor the Related Agreements, nor the offering, issuance and sale of the Notes, nor the consummation of the merger pursuant to the Transaction Agreement or the transactions under the other Related Agreements, nor fulfillment of nor compliance with the terms and provisions hereof and of the Notes conflicted or will conflict with, or resulted or will result in a breach of the terms, conditions or provisions of, or constituted or will constitute a default under, or resulted or will result in any violation of, or resulted or will result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries pursuant to, the charter or by-laws of the Company or any of its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with stockholders), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company or any of its Subsidiaries is subject. Neither the Company nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Debt of the Company or such Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter) which limits the amount of, or otherwise imposes restrictions on the incurring of, Debt of the Company of the type to be evidenced by the Notes except as set forth in the agreements listed in Schedule 8G attached hereto.

8H. OFFERING OF NOTES. Neither the Company nor any agent acting on its behalf has, directly or indirectly, offered the Notes or any similar security of the Company for sale to, or solicited any offers to buy the Notes or any similar security of the Company from, or otherwise approached or negotiated with respect thereto with, any Person other than institutional investors, and neither the Company nor any agent acting on its behalf has taken or will take any action which would subject the issuance or sale of the Notes to the provisions of section 5 of the Securities Act or to the provisions of any securities or Blue Sky law of any applicable jurisdiction.

8I. USE OF PROCEEDS. Neither the Company nor any Subsidiary of the Company owns or has any present intention of acquiring any "margin stock" as defined in Regulation U (12 CFR Part 221) of the Board of Governors of the Federal Reserve System (herein called "margin stock"). The proceeds of sale of the Notes will be used to pay the indebtedness of the Company listed on Schedule 8I hereto. None of such proceeds will be used, directly or indirectly,

for the purpose, whether immediate, incidental or ultimate, of purchasing or carrying any margin stock or for the purpose of maintaining, reducing or retiring any Debt which was originally incurred to purchase or carry any stock that is currently a margin stock or for any other purpose which might constitute this transaction a "purpose credit" within the meaning of such Regulation U. Neither the Company nor any agent acting on its behalf has taken or will take any action which might cause this Agreement or the Notes to violate Regulation T, Regulation U or any other regulation of the Board of Governors of the Federal Reserve System or to violate the Exchange Act, in each case as in effect now or as the same may hereafter be in effect.

8J. ERISA. No accumulated funding deficiency (as defined in section 302 of ERISA and section 412 of the Code), whether or not waived, exists with respect to any Plan (other than a Multiemployer Plan). No liability to the Pension Benefit Guaranty Corporation has been or is expected by the Company or any ERISA Affiliate to be incurred with respect to any Plan (other than a Multiemployer Plan) by the Company, any Subsidiary of the Company or any ERISA Affiliate which is or would be materially adverse to the business, condition (financial or otherwise) or operations of the Company and its Subsidiaries taken as a whole. Neither the Company, any Subsidiary of the Company nor any ERISA Affiliate has incurred or presently expects to incur any withdrawal liability under Title IV of ERISA with respect to any Multiemployer Plan which is or would be materially adverse to the business, condition (financial or otherwise) or operations of the Company and its Subsidiaries taken as a whole. The execution and delivery of this Agreement and the issuance and sale of the Notes will be exempt from, or will not involve any transaction which is subject to, the prohibitions of section 406 of ERISA and will not involve any transaction in connection with which a penalty could be imposed under section 502(i) of ERISA or a tax could be imposed pursuant to section 4975 of the Code. The representation by the Company in the next preceding sentence is made in reliance upon and subject to the accuracy of each Purchaser's representation in paragraph 9B.

8K. GOVERNMENTAL CONSENT. Neither the nature of the Company or of any Subsidiary, nor any of their respective businesses or properties, nor any relationship between the Company or any Subsidiary and any other Person, nor any circumstance in connection with the offering, issuance, sale or delivery of the Notes, the merger pursuant to the Transaction Agreement or the transactions contemplated by the other Related Agreements is such as to require any authorization, consent, approval, exemption or other action by or notice to or filing with any court or administrative or governmental body (other than (i) filings pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, relating to the merger pursuant to the Transaction Agreement, which filing has been made and for which the waiting period under said Act has expired, and (ii) routine filings after the date of closing with the Securities and Exchange Commission and/or state Blue Sky authorities) in connection with the execution and delivery of this Agreement or the Related Agreements, the offering, issuance, sale or delivery of the Notes, the consummation of the merger pursuant to the Transaction Agreement or the transactions contemplated by the other Related Agreements or fulfillment of or compliance with the terms and provisions hereof or of the Notes.

8L. COMPLIANCE WITH ENVIRONMENTAL AND OTHER LAWS. The Company and its Subsidiaries and all of their respective properties and facilities have complied at all times and in all respects with all federal, state, local and regional statutes, laws, ordinances and judicial or administrative orders, judgments, rulings and regulations, including, without limitation, those relating to protection of the environment except, in any such case, where failure to comply, individually or in the aggregate, would not reasonably be expected to result in a material adverse effect on the business, condition (financial or otherwise) or operations of the Company and its Subsidiaries taken as a whole.

8M. REGULATORY STATUS. The Company is not (i) an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended, (ii) a "holding company" or a "public utility company" or a "subsidiary company" or an "affiliate" of a "holding company", within the meaning of the Public Utility Holding Company Act of 1935, as amended, or (iii) a "public utility" within the meaning of the Federal Power Act, as amended.

8N. PERMITS AND OTHER OPERATING RIGHTS. The Company and each Subsidiary of the Company has all such valid and sufficient certificates of convenience and necessity, franchises, licenses, permits, operating rights and other authorizations from federal, state, foreign, regional, municipal and other local regulatory bodies or administrative agencies or other governmental bodies having jurisdiction over the Company or any Subsidiary of the Company or any of its Properties, as are necessary for the ownership, operation and maintenance of its businesses and Properties, as presently conducted and as proposed to be conducted while the Notes are outstanding, subject to exceptions and deficiencies which, individually or in the aggregate, would not reasonably be expected to materially adversely affect the business and operations of the Company, any Subsidiary of the Company or any material part thereof, and such certificates of convenience and necessity, franchises, licenses, permits, operating rights and other authorizations from federal, state, foreign, regional, municipal and other local regulatory bodies or administrative agencies or other governmental bodies having jurisdiction over the Company, any Subsidiary of the Company or any of its Properties are free from restrictions or conditions which, individually or in the aggregate, would reasonably be expected to be materially adverse to the business or operations of the Company and its Subsidiaries and neither the Company nor any Subsidiary of the Company is in violation of any restriction or condition thereof in any material respect.

8O. YEAR 2000 COMPLIANCE. The Company and its Subsidiaries have begun to conduct an analysis of, and have begun to develop a compliance program with respect to, the effect of Year 2000 upon the key software, tradeware, telecommunications, physical plant and automated processes of the Company and its Subsidiaries and upon the key customers and suppliers of the Company and its Subsidiaries. The Company anticipates that such compliance program will be completed on a timely basis and that the impact of Year 2000 on the Company, its Subsidiaries and the key customers and suppliers of the Company and its Subsidiaries should not be such as to materially adversely affect the business, financial condition or operation of the business and its Subsidiaries, taken as a whole.

8P. DISCLOSURE. Neither this Agreement nor any other document, certificate or written statement furnished to any Purchaser by or on behalf of the Company in connection herewith, including, without limitation, the Memorandum, taken as a whole, contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein and therein not misleading. There is no fact or facts peculiar to the Company or any of its Subsidiaries which materially adversely affects or in the future may (so far as the Company can now reasonably foresee), individually or in the aggregate, reasonably be expected to materially adversely affect the business, property or assets, or financial condition of the Company and its Subsidiaries and which has not been set forth in this Agreement or in the other documents, certificates and statements furnished to each Purchaser by or on behalf of the Company prior to the date hereof in connection with the transactions contemplated hereby. The financial projections delivered to the Purchasers are made in good faith and based on reasonable assumptions. The copies of the Related Agreements and all documents and instruments delivered thereunder, including the evidence that the merger of Cenex into the Company has been consummated in accordance with the Transaction Agreement, delivered by the Company to the special counsel for the Purchasers are true and complete copies of the Related Agreements and such documents and instruments delivered thereunder are now in full force and effect. The Company has received the proceeds of the initial advances under the Senior Revolving Credit Agreement and the proceeds of the term loan under the Senior Term Loan Agreement.

9. REPRESENTATIONS OF EACH PURCHASER. Each Purchaser represents as follows:

9A. NATURE OF PURCHASE. Such Purchaser is not acquiring the Notes to be purchased by it hereunder with a view to or for sale in connection with any distribution thereof within the meaning of the Securities Act, provided that the disposition of such Purchaser's property shall at all times be and remain within its control. Such Purchaser will not sell or otherwise transfer the Notes to be purchased by it hereunder in violation of the Securities Act.

9B. SOURCE OF FUNDS. At least one of the following statements is an accurate representation as to each source of funds (a "SOURCE") to be used by such Purchaser to pay the purchase price of the Notes to be purchased by such Purchaser hereunder:

(a) The Source being used by such Purchaser to pay the purchase price of the Notes being purchased by such Purchaser hereunder constitutes assets: (i) allocated to the "insurance company general account" of such Purchaser (as such term is defined under Section V of the United States Department of Labor's Prohibited Transaction Class Exemption "TCE" 95-60), and as of the date of the purchase of the Notes such Purchaser satisfies all of the applicable requirements for relief under Section I and IV of PTCE 95-60, (ii) allocated to a separate account maintained by such Purchaser in which no employee benefit plan, other than employee benefit plans identified on a list which has been furnished by such Purchaser to the Company, participates to the extent of 10% or more, or (iii) of an

investment fund, the assets of which do not include assets of any employee benefit plan within the meaning of ERISA; or

(b) The Source is either (i) an insurance company pooled separate account, within the meaning of Prohibited Transaction Exemption ("PTE") 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, except as such Purchaser has disclosed to the Company in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or

(c) The Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of "control" in
Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or

(d) The Source is a governmental plan; or

(e) The Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this paragraph (e); or

(f) The Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA.

As used in this Section 6.2, the terms "EMPLOYEE BENEFIT PLAN", "GOVERNMENTAL PLAN", "PARTY IN INTEREST" and "SEPARATE ACCOUNT" shall have the respective meanings assigned to such terms in Section 3 of ERISA.

10. DEFINITIONS. For the purpose of this Agreement, the terms defined in the introductory sentence and in paragraphs 1 through 9, inclusive, shall have the respective meanings specified therein, and the following terms shall have the meanings specified with respect thereto below:

10A. YIELD-MAINTENANCE TERMS.

"BUSINESS DAY" shall mean any day other than a Saturday, a Sunday or a day on which commercial banks in New York City are required or authorized to be closed.

"CALLED PRINCIPAL" shall mean, with respect to any Note, the principal of such Note that is to be prepaid pursuant to paragraph 4B or is declared to be immediately due and payable pursuant to paragraph 7A, as the context requires.

"DISCOUNTED VALUE" shall mean, with respect to the Called Principal of any Note, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (as converted to reflect the same periodic basis on which interest on the Notes is payable, if payable other than on a semi-annual basis) equal to the Reinvestment Yield with respect to such Called Principal.

"REINVESTMENT YIELD" shall mean, with respect to the Called Principal of any Note, 0.50% over the yield to maturity implied by (i) the yields reported, as of 10:00 a.m. (New York City time) on the Business Day next preceding the Settlement Date with respect to such Called Principal, on the display designated as "Page 678" on the Dow Jones Markets, Inc. services (Telerate) (or such other display as may replace Page 678 on the Dow Jones Markets, Inc. services (Telerate)) for actively traded U.S. Treasury securities having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date, or if such yields shall not be reported as of such time or the yields reported as of such time shall not be ascertainable, (ii) the Treasury Constant Maturity Series yields reported, for the latest day for which such yields shall have been so reported as of the Business Day next preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (519) (or any comparable successor publication) for actively traded U.S. Treasury securities having a constant maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. Such implied yield shall be determined, if necessary, by (a) converting U.S. Treasury bill quotations to bond-equivalent yields in accordance with accepted financial practice and (b) interpolating linearly between yields reported for various maturities.

"REMAINING AVERAGE LIFE" shall mean, with respect to the Called Principal of any Note, the number of years (calculated to the nearest one-twelfth year) obtained by dividing (i) such Called Principal into (ii) the sum of the products obtained by multiplying (a) each Remaining Scheduled Payment of such Called Principal (but not of interest thereon) by (b) the number of years (calculated to the nearest one-twelfth year) which will elapse between the Settlement Date with respect to such Called Principal and the scheduled due date of such Remaining Scheduled Payment.

"REMAINING SCHEDULED PAYMENTS" shall mean, with respect to the Called Principal of any Note, all payments of such Called Principal and interest thereon that would be due on or after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its scheduled due date.

"SETTLEMENT DATE" shall mean, with respect to the Called Principal of any Note, the date on which such Called Principal is to be prepaid pursuant to paragraph 4B or is declared to be immediately due and payable pursuant to paragraph 7A, as the context requires.

"YIELD-MAINTENANCE AMOUNT" shall mean, with respect to any Note, an amount equal to the excess, if any, of the Discounted Value of the Called Principal of such Note over the sum of (i) such Called Principal plus
(ii) interest accrued thereon as of (including interest due on) the Settlement Date with respect to such Called Principal. The Yield-Maintenance Amount shall in no event be less than zero.

10B. OTHER TERMS.

"AFFILIATE" shall mean any Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, the Company, except a Subsidiary of the Company. A Person shall be deemed to control a corporation or other entity if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such corporation or entity, whether through the ownership of voting securities, by contract or otherwise.

"BANKRUPTCY LAW" shall have the meaning specified in clause
(viii) of paragraph 7A.

"CAPITALIZED LEASE" shall mean any lease the obligations under which constitute Capitalized Lease Obligations.

"CAPITALIZED LEASE OBLIGATION" shall mean any rental obligation which, under generally accepted accounting principles, would be required to be capitalized on the books of the Company or any Subsidiary of the Company, taken at the amount thereof accounted for as indebtedness (net of interest expense) in accordance with such principles.

"CENEX" shall have the meaning given in the first paragraph of this Agreement.

"CHANGE OF CONTROL" shall mean any Person or Persons acting in concert, together with the Affiliates thereof, directly or indirectly controlling or owning (beneficially or otherwise) in the aggregate more than 50% of the aggregate voting power of the issued and outstanding Voting Interests of the Company.

"CODE" shall mean the Internal Revenue Code of 1986, as amended.

"CONSOLIDATED CASH FLOW" for any period shall mean the sum of
(i) earnings before income taxes of the Company and its Subsidiaries for such period, determined on a consolidated basis in accordance with generally accepted accounting principles, plus (ii) the amounts that have been deducted in the determination of such earnings before income taxes for such period for (a) interest expense, (b) depreciation, and (c) amortization, minus (iii) the amounts that have been

included in the determination of such earnings before income taxes for such period for (a) one-time gains, (b) extraordinary income, (c) non-cash patronage income, and (d) non-cash equity earnings in joint ventures.

"CONSOLIDATED NET WORTH" as of any date shall mean members' equity of the Company and its Subsidiaries as of such date, determined on a consolidated basis in accordance with generally accepted accounting principles.

"CONSOLIDATED TANGIBLE NET WORTH" as of any date shall mean Consolidated Net Worth as of such date, less any goodwill or other intangible assets but, adding back in the minority interests in Subsidiaries of the Company.

"CONSOLIDATED TOTAL ASSETS" as of any date shall mean the total assets of the Company and its Subsidiaries as of such date, determined on a consolidated basis in accordance with generally accepted accounting principles.

"DEBT" shall mean, with respect to any Person (i) all obligations of such Person for borrowed money (including all obligations for borrowed money secured by any Lien with respect to any Property owned by such Person whether or not such Person has assumed or otherwise become liable for such obligations), (ii) all obligations of such Person for the deferred purchase price of property acquired by such Person (excluding accounts payable arising in the ordinary course of business but including all liabilities created or arising under any conditional sale or other title retention agreement with respect to such property), (iii) all Capital Lease Obligations of such Person and (iv) all Guarantees of such Person with respect to liabilities of the type described in clause (i), (ii) or (iii) of any other Person, provided that (a) Debt of a Subsidiary of the Company shall exclude such obligations and Guarantees of such Subsidiary if owed or guaranteed by a Subsidiary to the Company or a Wholly-Owned Subsidiary of the Company, (b) Debt of the Company shall exclude such obligations and Guarantees if owed or guaranteed by the Company to a Wholly-Owned Subsidiary of the Company and (c) Debt of the Company shall exclude any unfunded obligations which may exist now and in the future in the Company's pension plans.

"DISPOSITION VALUE" shall mean, with respect to the Transfer of any Property:

(i) in the case of Property that does not constitute capital stock of or other ownership interests in any Subsidiary of the Company, the book value thereof, valued at the time of such Transfer in good faith by the board of directors of the Company, and

(ii) in the case of Property that constitutes capital stock of or other ownership interests in any Subsidiary of the Company, an amount equal to that percentage of book value of the assets of the Subsidiary that issued such capital stock or other ownership interests as is equal to the percentage that the book value that such capital stock or other ownership interests represents of the book value of all of the outstanding capital stock of or other ownership interests in such Subsidiary (assuming, in making such calculations, that all

securities convertible into such capital stock or other ownership interests are so converted and giving full effect to all transactions that would occur or be required in connection with such conversion), determined at the time of such Transfer in good faith by the board of directors of the Company.

"ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended.

"ERISA AFFILIATE" shall mean any corporation which is a member of the same controlled group of corporations as the Company within the meaning of section 414(b) of the Code, or any trade or business which is under common control with the Company within the meaning of section 414(c) of the Code.

"EVENT OF DEFAULT" shall mean any of the events specified in paragraph 7A, provided that there has been satisfied any requirement in connection with such event for the giving of notice, or the lapse of time, or the happening of any further condition, event or act, and "DEFAULT" shall mean any of such events, whether or not any such requirement has been satisfied.

"EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended.

"FUNDED DEBT" shall mean, with respect to any Person, all Debt which would, in accordance with generally accepted accounting principles, be required to be classified as a long term liability on the books of such Person, and shall include, without limitation (i) any Debt which by its terms or by the terms of any instrument or agreement relating thereto matures, or which is otherwise payable or unpaid, more than one year from the date of creation thereof, (ii) any Debt outstanding under a revolving credit or similar agreement providing for borrowings (and renewals and extensions thereof) which would, in accordance with generally accepted accounting principles, be required to be classified as a long term liability of such Person, (iii) any Capital Lease Obligation of such Person, and (iv) any Guarantee of such Person with respect to Funded Debt of another Person. Notwithstanding anything to the contrary contained herein, any Debt outstanding under a revolving credit or similar agreement providing for borrowings where no amount of such Debt is outstanding for a period of 30 consecutive days during each 12 month period (and which has not been refinanced with other Debt which does not constitute Funded Debt) will not be deemed to constitute Funded Debt.

"GUARANTEE" shall mean, with respect to any Person, any direct or indirect liability, contingent or otherwise, of such Person with respect to any Debt, lease, dividend or other obligation of another, including, without limitation, any such obligation directly or indirectly guaranteed, endorsed (otherwise than for collection or deposit in the ordinary course of business) or discounted or sold with recourse by such Person, or in respect of which such Person is otherwise directly or indirectly liable, including, without limitation, any such obligation in effect guaranteed by such Person through any agreement (contingent or otherwise) to purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide funds for the payment or discharge of

such obligation (whether in the form of loans, advances, stock purchases, capital contributions or otherwise), or to maintain the solvency or any balance sheet or other financial condition of the obligor of such obligation, or to make payment for any products, materials or supplies or for any transportation or services regardless of the non-delivery or non-furnishing thereof, in any such case if the purpose or intent of such agreement is to provide assurance that such obligation will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such obligation will be protected against loss in respect thereof. The amount of any Guarantee shall be equal to the outstanding principal amount of the obligation guaranteed or such lesser amount to which the maximum exposure of the guarantor shall have been specifically limited.

"LIEN" shall mean any mortgage, pledge, security interest, encumbrance, lien (statutory or otherwise) or charge of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, any lease in the nature thereof, and the filing of or agreement to give any financing statement under the Uniform Commercial Code of any jurisdiction), any interest or title of any lessor under a Capital Lease, or any other type of preferential arrangement for the purpose, or having the effect, of protecting a creditor against loss or securing the payment or performance of an obligation.

"MEMORANDUM" shall mean the Company's "Confidential Direct Placement Memorandum", dated April, 1998, relating to the Notes, provided by or on behalf of the Company to the Purchasers.

"MULTIEMPLOYER PLAN" shall mean any Plan which is a "multiemployer plan" (as such term is defined in section 4001(a)(3) of ERISA).

"NET PROCEEDS AMOUNT" shall mean, with respect to any Transfer of any Property by any Person, an amount equal to the difference of (i) the aggregate amount of the consideration (valued at the fair market value of such consideration at the time of the consummation of such Transfer) received by such Person in respect of such Transfer, minus (ii) all ordinary and reasonable out-of-pocket costs and expenses actually incurred by such Person in connection with such Transfer.

"NOTES" shall have the meaning given in paragraph 1 hereof.

"OFFICER'S CERTIFICATE" shall mean a certificate signed in the name of the Company by its President, one of its Vice Presidents or its Treasurer.

"PERSON" shall mean and include an individual, a partnership, a joint venture, a corporation, a trust, a limited liability company, an unincorporated organization and a government or any department or agency thereof.

"PLAN" shall mean any "employee pension benefit plan" (as such term is defined in section 3 of ERISA) which is or has been established or maintained, or to which contributions are or have been made, by the Company or any ERISA Affiliate.

"PRIORITY DEBT" shall mean (i) all Debt of the Company or any Subsidiary of the Company secured by a Lien (other than Debt secured only by Liens permitted under clauses (i) through (viii) of paragraph 6D hereof), and
(ii) all Funded Debt of the Subsidiaries of the Company.

"PROPERTY" shall mean any interest in any kind of property or asset, whether real, personal or mixed, tangible or intangible.

"QPAM EXEMPTION" shall mean Prohibited Transaction Class Exemption 84-14 issued by the United States Department of Labor.

"RELATED AGREEMENTS" shall mean the Senior Revolving Credit Agreement, the Senior Term Loan Agreement and the Transaction Agreement.

"RESPONSIBLE OFFICER" shall mean the chief executive officer, chief operating officer, chief financial officer or chief accounting officer of the Company or any other officer of the Company involved principally in its financial administration or its controllership function.

"REQUIRED HOLDER(S)" shall mean the holder or holders of at least a majority of the aggregate principal amount of the Notes from time to time outstanding.

"SECURITIES ACT" shall mean the Securities Act of 1933, as amended.

"SENIOR REVOLVING CREDIT AGREEMENT" shall mean the Credit Agreement (Revolving Loan), dated as of June 1, 1998, among the Company, CoBank, ACB, St. Paul Bank for Cooperatives and the other lenders parties thereto, providing for a $600,000,000 unsecured revolving credit facility to the Company.

"SENIOR TERM LOAN AGREEMENT" shall mean the Credit Agreement (Term Loan), dated as of June 1, 1998, among the Company, CoBank, ACB, St. Paul Bank for Cooperatives and the other lenders parties thereto, providing for a $200,000,000 unsecured term loan due 2009 to the Company.

"SIGNIFICANT HOLDER" shall mean (i) each Purchaser and its affiliates, so long as such Purchaser or its affiliates shall hold (or be committed under this Agreement to purchase) any Note, (ii) any other holder of at least 1% of the aggregate principal amount of the Notes from time to time outstanding, or (iii) any bank, trust company, savings and loan association or other financial institution, any pension plan, any investment company, any insurance company, any broker or dealer, or any other similar financial institution or entity, regardless of legal form.

"SUBSIDIARY" shall mean with respect to any Person any other Person greater than 50% of the total combined voting power of all classes of Voting Interests of which shall, at the time as of which any determination is being made, be owned by such first Person either directly or through other Subsidiaries of such first Person.

"TRANSACTION AGREEMENT" shall mean the Transaction Agreement, dated January 29, 1998, between Cenex and the Company providing for the merger of Cenex into the Company.

"TRANSFER" shall have the meaning given in paragraph 6F hereof.

"TRANSFEREE" shall mean any direct or indirect transferee of all or any part of any Note purchased by any Purchaser under this Agreement.

"VOTING INTERESTS" shall mean (a) with respect to any stock corporation, any shares of stock of such corporation whose holders are entitled under ordinary circumstances to vote for the election of directors of such corporation or persons performing similar functions (irrespective of whether at the time stock of any other class or classes shall have or might have voting power by reason of the happening of any contingency), and (b) with respect to the Company or any other entity, membership or other ownership interests in the Company or such other entity whose holders are entitled under ordinary circumstances to vote for the election of the directors of the Company or such other entity 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).

"WHOLLY-OWNED SUBSIDIARY" shall mean any Subsidiary of the Company all of the outstanding capital stock or other ownership interests of every class of which is owned by the Company or another Wholly-Owned Subsidiary.

10C. ACCOUNTING PRINCIPLES, TERMS AND DETERMINATIONS. All references in this Agreement to "generally accepted accounting principles" shall be deemed to refer to generally accepted accounting principles in effect in the United States at the time of application thereof. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all unaudited financial statements and certificates and reports as to financial matters required to be furnished hereunder shall be prepared, in accordance with generally accepted accounting principles, applied on a basis consistent with the most recent audited consolidated financial statements of the Company and its Subsidiaries delivered pursuant to clause (ii) of paragraph 5A or, if no such statements have been so delivered, the most recent audited financial statements referred to in clause (i) of paragraph 8B.

11. MISCELLANEOUS.

11A. NOTE PAYMENTS. The Company agrees that, so long as any Purchaser shall hold any Note, it will make payments of principal of, interest on and any Yield-Maintenance Amount payable with respect to such Note, which comply with the terms of this Agreement, by wire transfer of immediately available funds for credit (not later than 12:00 noon, New York City time, on the date due) to such Purchaser's account or accounts as specified in the

Purchaser Schedule attached hereto, or such other account or accounts in the United States as such Purchaser may designate in writing, notwithstanding any contrary provision herein or in any Note with respect to the place of payment. Each Purchaser agrees that, before disposing of any Note, such Purchaser will make a notation thereon (or on a schedule attached thereto) of all principal payments previously made thereon and of the date to which interest thereon has been paid. The Company agrees to afford the benefits of this paragraph 11A to any Transferee which shall have made the same agreement as each Purchaser has made in this paragraph 11A.

11B. EXPENSES. The Company agrees, whether or not the transactions contemplated hereby shall be consummated, to pay, and save each Purchaser and any Transferee harmless against liability for the payment of, all out-of-pocket expenses arising in connection with such transactions, including (i) all document production and duplication charges and the fees and expenses of any special counsel engaged by such Purchaser or such Transferee in connection with this Agreement, the transactions contemplated hereby and any subsequent proposed modification of, or proposed consent under, this Agreement, whether or not such proposed modification shall be effected or such proposed consent granted, and
(ii) the costs and expenses, including attorneys' fees, incurred by such Purchaser or such Transferee in enforcing (or determining whether or how to enforce) any rights under this Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the transactions contemplated hereby or by reason of such Purchaser's or such Transferee's having acquired any Note, including without limitation costs and expenses incurred in any bankruptcy case and (iii) all costs and expenses, including without limitation reasonable attorneys' fees, of obtaining a Private Placement Number from the CUSIP Service Bureau of Standard and Poor's Ratings Group with respect to the Notes. The obligations of the Company under this paragraph 11B shall survive the transfer of any Note or portion thereof or interest therein by any Purchaser or any Transferee and the payment of any Note.

11C. CONSENT TO AMENDMENTS.

11C(1). REQUIRED CONSENT. This Agreement may be amended, and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, if the Company shall obtain the written consent to such amendment, action or omission to act, of the Required Holder(s) except that, without the written consent of the holder or holders of all Notes at the time outstanding, no amendment to this Agreement shall change the maturity of any Note, or change the principal of, or the rate or time of payment of interest on or any Yield-Maintenance Amount payable with respect to any Note, or affect the time, amount or allocation of any prepayments, or change the proportion of the principal amount of the Notes required with respect to any consent, amendment, waiver or declaration. Each holder of any Note at the time or thereafter outstanding shall be bound by any consent authorized by this paragraph 11C, whether or not such Note shall have been marked to indicate such consent, but any Notes issued thereafter may bear a notation referring to any such consent. No course of dealing between the Company and the holder of any Note nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder of such Note. As used herein and in the Notes, the term "this Agreement" and references thereto shall mean this Agreement as it may from time to time be amended or supplemented.

11C(2). SOLICITATION OF HOLDERS OF NOTES.

(a) The Company will provide each holder of the Notes (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof or of the Notes. The Company will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this paragraph 11C to each holder of outstanding Notes promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite holders of Notes.

(b) The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant inducement to the entering into by any holder of Notes or any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each holder of Notes then outstanding even if such holder did not consent to such waiver or amendment.

11D. FORM, REGISTRATION, TRANSFER AND EXCHANGE OF NOTES; LOST NOTES. The Notes are issuable as registered notes without coupons in denominations of at least $100,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,000. The Company shall keep at its principal office a register in which the Company shall provide for the registration of Notes and of transfers

of Notes. Upon surrender for registration of transfer of any Note at the principal office of the Company, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and of a like aggregate principal amount, registered in the name of such transferee or transferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder's attorney duly authorized in writing. Any Note or Notes issued in exchange for any Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Note.

11E. PERSONS DEEMED OWNERS; PARTICIPATIONS. Prior to due presentment for registration of transfer, the Company may treat the Person in whose name any Note is registered as the owner and holder of such Note for the purpose of receiving payment of principal of, interest on and any Yield-Maintenance Amount payable with respect to such Note and for all other purposes whatsoever, whether or not such Note shall be overdue, and the Company shall not be affected by notice to the contrary. Subject to the preceding sentence, the holder of any Note may from time to time grant participations in such Note to any Person on such terms and conditions as may be determined by such holder in its sole and absolute discretion, provided that any such participation shall be in a principal amount of at least $100,000.

11F. ADDITIONAL SERIES OF NOTES.

11F(1). PROVISION FOR ADDITIONAL SERIES OF NOTES. The Company may, from time to time, issue and sell additional series of its unsecured promissory notes (each additional series being designated by the next succeeding letter of the alphabet following designation of the immediately preceding series) to one or more additional purchasers (which may include one of the Purchasers if such Purchaser shall in its sole discretion consent thereto) and may, in connection with the documentation of such additional series, incorporate by reference all of or certain of the provisions of this Agreement; provided, however, that such incorporation by reference shall not dilute or otherwise affect the relative priority or other rights of the holders of the Notes hereunder or any subsequent series of notes, including, without limitation, the percentages of the Notes required to approve an amendment to this Agreement or to effect a waiver pursuant to paragraph 11C hereof or the percentages of the Notes required to accelerate the maturity of the Notes or to rescind such an acceleration of the maturity of the Notes

pursuant to paragraphs 7A or 7B hereof. This paragraph 11F does not in any manner obligate any Purchaser or the holders of the Notes to purchase or agree to purchase additional series of the Company's unsecured promissory notes now or at any time in the future. FOR ALL PURPOSES OF THIS AGREEMENT, ANY ADDITIONAL SERIES OF THE COMPANY'S UNSECURED PROMISSORY NOTES WHICH MAY HEREAFTER BE ISSUED SHALL NOT CONSTITUTE "NOTES" AS USED HEREIN.

11F(2). CONDITIONS TO ADDITIONAL SERIES OF NOTES. The Company may (but shall not be required to) at any time, or from time to time, offer to any holder of the Notes an opportunity to purchase additional promissory notes. No holder of the Notes shall have any obligation to make any such additional purchase, and may reject such offers at its sole discretion.

11G. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein or made in writing by or on behalf of the Company in connection herewith shall survive the execution and delivery of this Agreement and the Notes, the transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any Transferee, regardless of any investigation made at any time by or on behalf of any Purchaser or any Transferee. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between the Purchasers and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

11H. SUCCESSORS AND ASSIGNS. All covenants and other agreements in this Agreement contained by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and assigns of the parties hereto (including, without limitation, any Transferee) whether so expressed or not.

11I. INDEPENDENCE OF COVENANTS. All covenants hereunder shall be given independent effect so that if a particular action or condition is prohibited by any one of such covenants, the fact that it would be permitted by an exception to, or otherwise be in compliance with the limitations of, another covenant shall not avoid (i) the occurrence of a Default or Event of Default if such action is taken or such condition exists or (ii) in any way prejudice an attempt by the holder of any Note to prohibit through equitable action or otherwise the taking of any action by the Company or any Subsidiary which would result in a Default or Event of Default.

11J. NOTICES. All written communications provided for hereunder shall be sent by first class mail or nationwide overnight delivery service (with charges prepaid) and (i) if to any Purchaser, addressed to such Purchaser at the address specified for such communications in the Purchaser Schedule attached hereto, or at such other address as such Purchaser shall have specified to the Company in writing, (ii) if to any other holder of any Note, addressed to such other holder at such address as such other holder shall have specified to the Company in writing or, if any such other

holder shall not have so specified an address to the Company, then addressed to such other holder in care of the last holder of such Note which shall have so specified an address to the Company, and (iii) if to the Company, addressed to it at 5500 Cenex Drive, Inver Grove Heights, MN 55077, Attention: Vice President-Finance with a copy to the attention of the General Counsel, or at such other address as the Company shall have specified to the holder of each Note in writing; provided, however, that any such communication to the Company may also, at the option of the holder of any Note, be delivered by any other means either to the Company at its address specified above or to any officer of the Company.

11K. PAYMENTS DUE ON NON-BUSINESS DAYS. Anything in this Agreement or the Notes to the contrary notwithstanding, any payment of principal of or Yield-Maintenance Amount or interest on any Note that is due on a date other than a Business Day shall be made on the next succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such next succeeding Business Day.

11L. SATISFACTION REQUIREMENT. If any agreement, certificate or other writing, or any action taken or to be taken, is by the terms of this Agreement required to be satisfactory to any Purchaser or to the Required Holder(s), the determination of such satisfaction shall be made by such Purchaser or the Required Holder(s), as the case may be, in the sole and exclusive judgment (exercised in good faith) of the Person or Persons making such determination.

11M. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF ILLINOIS.

11N. SEVERABILITY. Any provision of this Agreement which is 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.

11O. DESCRIPTIVE HEADINGS. The descriptive headings of the several paragraphs of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

11P. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument.

11Q. SEVERALTY OF OBLIGATIONS. The sales of Notes to the Purchasers are to be several sales, and the obligations of the Purchasers under this Agreement are

several obligations. Except as provided in paragraph 3I, no failure by any Purchaser to perform its obligations under this Agreement shall relieve any other Purchaser or the Company of any of its obligations hereunder, and no Purchaser shall be responsible for the obligations of, or any action taken or omitted by, any other Purchaser hereunder.

[SIGNATURE PAGE FOLLOWS]

If you are in agreement with the foregoing, please sign the form of acceptance on the enclosed counterparts of this letter and return the same to the Company, whereupon this letter shall become a binding agreement among the Company and the Purchasers.

Very truly yours,

CENEX HARVEST STATES COOPERATIVES

By: /s/ T. F. Baker
    ----------------------------------------
    Title: Executive Vice President -
    Finance & Administration

The foregoing Agreement is
hereby accepted as of the
date first above written.

THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA

By:  /s/ P. Scott von Fischer
     --------------------------------
     Vice President

THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY

By: Advantus Capital Management, Inc.

By:  /s/ John Lirich
     --------------------------------
     Title: Vice President
            -------------------------

PIONEER MUTUAL LIFE INSURANCE COMPANY

By: Advantus Capital Management, Inc.

By:  /s/ John Lirich
     --------------------------------
     Title: Vice President
            -------------------------

MUTUAL TRUST LIFE INSURANCE COMPANY

By: Advantus Capital Management, Inc.

By:  /s/ John Lirich
     --------------------------------
     Title: Vice President
            -------------------------

GUARANTEE RESERVE LIFE INSURANCE COMPANY

By: Advantus Capital Management, Inc.

By:  /s/ John Lirich
     --------------------------------
     Title: Vice President
            -------------------------

THE CATHOLIC AID ASSOCIATION

By: Advantus Capital Management, Inc.

By:  /s/ Steven M. Lande
     ---------------------------------
     Title: Vice President
            --------------------------

NATIONAL TRAVELERS LIFE COMPANY

By: Advantus Capital Management, Inc.

By:  /s/ Steven M. Lande
     ---------------------------------
     Title: Vice President
            --------------------------

UNITY MUTUAL LIFE INSURANCE COMPANY

By: Advantus Capital Management, Inc.

By:  /s/ Steven M. Lande
     ---------------------------------
     Title: Vice President
            --------------------------

THE BALTIMORE LIFE INSURANCE COMPANY

By: Advantus Capital Management, Inc.

By:  /s/ Steven M. Lande
     ---------------------------------
     Title: Vice President
            --------------------------

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

By:  /s/ Michael L. Klofas
     ---------------------------------
     Title: Managing Director
            --------------------------

THE GUARDIAN LIFE INSURANCE
COMPANY OF AMERICA

By:  /s/ Thomas M. Dauwhue
     ---------------------------------
     Title: Vice President
            --------------------------

UNITED OF OMAHA LIFE INSURANCE COMPANY

By:  /s/ Edwin H. Garrison Jr.
     ---------------------------------
     Title: First Vice President
            --------------------------

MUTUAL OF OMAHA INSURANCE COMPANY

By:  /s/ Edwin H. Garrison Jr.
     ---------------------------------
     Title: First Vice President
            --------------------------

COMPANION LIFE INSURANCE COMPANY

By:  /s/ Edwin H. Garrison Jr.
     ---------------------------------
     Title: First Vice President
            --------------------------


By:  /s/ Jeffry F. Sailer
     ---------------------------------
     Title: Assistant Treasurer
            --------------------------

KNIGHTS OF COLUMBUS

By:  /s/ Robert J. Lane
     ----------------------------------
     Title: Assistant Supreme Secretary
            ---------------------------

KEYPORT LIFE INSURANCE COMPANY

By: Stein, Roe and Farnham Incorporated, as agent

By:  /s/ Richard A. Hegwood
     ----------------------------------
         Title: Senior Vice President
                -----------------------

MODERN WOODMEN OF AMERICA

By:  /s/ G. E. Stoefen
     ----------------------------------
     Title: Director, Treasurer &
            Investment Manager
            ---------------------------

TMG LIFE INSURANCE COMPANY

By:  /s/ Constance L. Keller
     -----------------------------------
     Title: Director, Private Placements
            ----------------------------
            The Mutual Group (U.S.), Inc.


By:  /s/ Michael J. Steppe
     ----------------------------------
         Title: Senior Vice President
                -----------------------

PROVIDENT MUTUAL LIFE INSURANCE COMPANY

By:  /s/ J. Kath
     -----------------------------------
     Title: Vice President
            ----------------------------

PROVIDENTMUTUAL LIFE AND ANNUITY
COMPANY OF AMERICA

By:  /s/ J. Kath
     -----------------------------------
     Title: Vice President
            ----------------------------

AMERITAS LIFE INSURANCE CORP.

By: Ameritas Investment Advisors, Inc., as Agent

     /s/ Patrick J. Henry
By:  ---------------------------------
     Patrick J. Henry
     Vice President - Fixed Income Securities

INDIANAPOLIS LIFE INSURANCE COMPANY

By:  /s/ Kent A. Deeter
     -----------------------------------
     Title: Portfolio Manager
            ----------------------------

THE SECURITY MUTUAL LIFE INSURANCE
COMPANY OF LINCOLN, NEBRASKA

By:  /s/ Kevin W. Hammond
     -----------------------------------
     Title: Vice President
            Chief Investment Officer
            ----------------------------

WOODMEN ACCIDENT AND LIFE COMPANY

By:  /s/ Al M. McCray
     -----------------------------------
     Title: Senior Director, Securities
            Investment and Assistant
            Treasurer
            ----------------------------

                                                       Aggregate
                                                       Principal
                                                       Amount of
                                                       Notes to be   Note Denom-
                                                       Purchased     ination(s)
                                                       -----------   -----------

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA            $92,000,000   $80,000,000
                                                                     $12,000,000
(1)   All payments on account of Notes held by such
      Purchaser shall be made by wire transfer of
      immediately available funds for credit to:

      Account No. 890-0304-391 (in the case of
            payments on account of the Note
            originally issued in the principal
            amount of $80,000,000)

      Account No. 890-0304-944 (in the case of
            payments on account of the Note
            originally  issued in the principal
            amount of $12,000,000)

      The Bank of New York
      New York, New York
      (ABA No.: 021-000-018)

      Each such wire transfer shall set forth the
      name of the Company, a reference to "6.81%
      Senior Notes due June 19, 2013, Security No.
      !INV5998!" (in case of payments on account of
      the Note originally issued in the principal
      amount of $80,000,000) or Security No.
      "!INV5999!" (in case of payments on account of
      the Note originally issued in the principal
      amount of $12,000,000), and the due date and
      application (as among principal, interest and
      Yield-Maintenance Amount) of the payment being
      made.

(2)   Address for all notices relating to payments:

      The Prudential Insurance Company
        of America
      c/o Prudential Capital Group
      Gateway Center Three
      100 Mulberry Street
      Newark, New Jersey 07102-4077

Attention: Manager, Investment
Operations Group
Telephone: (973) 802-5260
Telecopier: (973) 802-8055

(3) Address for all other communications and notices:

The Prudential Insurance Company
of America
c/o Prudential Capital Group
Two Prudential Plaza, Suite 5600
Chicago, Illinois 60601

Attention: Managing Director
Telephone: (312) 540-0931
Telecopier: (312) 540-4222

(4) Recipient of telephonic prepayment notices:

                                                       Aggregate
                                                       Principal
                                                       Amount of
                                                       Notes to be   Note Denom-
                                                       Purchased     ination(s)
                                                       -----------   -----------

THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY            $22,000,000   $22,000,000

(1)   All payments on account of Notes held by such
      Purchaser shall be made by wire transfer of
      immediately available funds for credit to:

      U.S. Bank Trust N.A.
      Minneapolis, Minnesota
      ABA #091000022
      BNF The Minnesota Mutual Life Insurance
       Company
      Account No. 1801-10-00600-4

      Each such wire transfer shall set forth the
      name of the Company, a reference to "6.81%
      Senior Notes due June 19, 2013, PPN 15131#
      A A 4", and the due date and application (as
      among principal, interest and Yield-Maintenance
      Amount) of the payment being made.

(2)   Address for all notices relating to payments
      and all other communications and notices:

      The Minnesota Mutual Life Insurance Company
      400 Robert Street North
      St. Paul, Minnesota 55101

      Attention: Advantus Capital Management, Inc.
      Telecopier: (612) 223-5959

(3)   Tax Identification No.: 41-0417830

                                                       Aggregate
                                                       Principal
                                                       Amount of
                                                       Notes to be   Note Denom-
                                                       Purchased     ination(s)
                                                       -----------   -----------

PIONEER MUTUAL LIFE INSURANCE COMPANY                  $ 1,000,000   $ 1,000,000

(1)   All payments on account of Notes held by such
      Purchaser shall be made by wire transfer of
      immediately available funds for credit to:

      The Bank of New York
      ABA #021-000-018

      For credit to:
            Pioneer Mutual Life Insurance Company/
            NCT &Co. Fargo
            Account No. 270576

      Each such wire transfer shall set forth the
      name of the Company, a reference to "6.81%
      Senior Notes due June 19, 2013, PPN 15131#
      A A 4", and the due date and application (as
      among principal, interest and Yield-Maintenance
      Amount) of the payment being made.

(2)   Address for all notices relating to payments
      and all other communications and notices:

      Pioneer Mutual Life Insurance Company
      c/o Advantus Capital Management, Inc.
      400 Robert Street North
      St. Paul, MN 55101

Attention: Client Administrator

(3) Tax Identification No.: 45-0220640

(4) Notes to be registered in nominee name, if any:

                                                       Aggregate
                                                       Principal
                                                       Amount of
                                                       Notes to be   Note Denom-
                                                       Purchased     ination(s)
                                                       -----------   -----------

MUTUAL TRUST LIFE INSURANCE COMPANY                    $ 1,000,000   $ 1,000,000

(1)   All payments on account of Notes held by such
      Purchaser shall be made by wire transfer of
      immediately available funds for credit to:

      The Northern Chgo/Trust
      ABA #071-000-152

      For credit to:  Account No.: 5186041000

      For further credit to:
            Mutual Trust Life Insurance Company
            Account No.: 26-00621
            Attention: Income Collections

      Each such wire transfer shall set forth the
      name of the Company, a reference to "6.81%
      Senior Notes due June 19, 2013, PPN 15131#
      A A 4", and the due date and application (as
      among principal, interest and Yield-Maintenance
      Amount) of the payment being made.

(2)   Address for all notices relating to payments
      and all other communications and notices:

      Mutual Trust Life Insurance Company
      c/o Advantus Capital Management, Inc.
      400 Robert Street North
      St. Paul, MN 55101

Attention: Client Administrator

(3) Tax Identification No.: 36-1516780

(4) Notes to be registered in nominee name, if any:

ELL & Co.

                                                       Aggregate
                                                       Principal
                                                       Amount of
                                                       Notes to be   Note Denom-
                                                       Purchased     ination(s)
                                                       -----------   -----------

GUARANTEE RESERVE LIFE INSURANCE COMPANY               $ 1,000,000   $ 1,000,000

(1)   All payments on account of Notes held by such
      Purchaser shall be made by wire transfer of
      immediately available funds for credit to:

      Mercantile National Bank of Indiana
      Hammond, IN
      ABA #071-912-813

      For credit to:
            Guarantee Reserve Life Insurance Company
            Attention: Trust Department, Geneva DeVine
            Account No. 287000

      Each such wire transfer shall set forth the
      name of the Company, a reference to "6.81%
      Senior Notes due June 19, 2013, PPN 15131#
      A A 4", and the due date and application (as
      among principal, interest and Yield-Maintenance
      Amount) of the payment being made.

(2)   Address for all notices relating to payments
      and all other communications and notices:

      Guarantee Reserve Life Insurance Company
      c/o Advantus Capital Management, Inc.
      400 Robert Street North
      St. Paul, MN 55101

Attention: Client Administrator

(3) Tax Identification No.: 35-0815760

(4) Notes to be registered in nominee name, if any:

                                                       Aggregate
                                                       Principal
                                                       Amount of
                                                       Notes to be   Note Denom-
                                                       Purchased     ination(s)
                                                       -----------   -----------

CATHOLIC AID ASSOCIATION (THE)                         $ 1,000,000   $ 1,000,000

(1)   All payments on account of Notes held by such
      Purchaser shall be made by wire transfer of
      immediately available funds for credit to:

      U.S. Bank, N.A.
      Minneapolis, MN
      ABA #091-000-022

      For credit to:
            U.S. Bank Trust, N.A.
            Account Number: 180121167365, TSU: 050

      For further credit to:
            Catholic Aid Association (The)
            Account Number: 12614950
            Attn: Doug O'Ryan (612) 244-5958

      Each such wire transfer shall set forth the
      name of the Company, a reference to "6.81%
      Senior Notes due June 19, 2013, PPN 15131#
      A A 4", and the due date and application (as
      among principal, interest and Yield-Maintenance
      Amount) of the payment being made.

(2)   Address for all notices relating to payments
      and all other communications and notices:

      Catholic Aid Association (The)
      c/o Advantus Capital Management, Inc.
      400 Robert Street North
      St. Paul, MN 55101

Attention: Client Administrator

(3) Tax Identification No.: 41-0182070

(4) Notes to be registered in nominee name, if any:

Var & Co.

                                                       Aggregate
                                                       Principal
                                                       Amount of
                                                       Notes to be   Note Denom-
                                                       Purchased     ination(s)
                                                       -----------   -----------

NATIONAL TRAVELERS LIFE COMPANY                        $ 1,000,000   $ 1,000,000

(1)   All payments on account of Notes held by such
      Purchaser shall be made by wire transfer of
      immediately available funds for credit to:

      U.S. Bank, N.A.
      Minneapolis, MN
      ABA #091-000-022

      For credit to:
            U.S. Bank Trust, N.A.
            Account No.: 180121167365, TSU: 47300050

      For further credit to:
            National Travelers Life Company
            Account No.: 12609110
            Attn: Doug O'Ryan (612) 244-5958

      Each such wire transfer shall set forth the
      name of the Company, a reference to "6.81%
      Senior Notes due June 19, 2013, PPN 15131#
      A A 4", and the due date and application (as
      among principal, interest and Yield-Maintenance
      Amount) of the payment being made.

(2)   Address for all notices relating to payments
      and all other communications and notices:

      National Travelers Life Company
      c/o Advantus Capital Management, Inc.
      400 Robert Street North
      St. Paul, MN 55101

Attention: Client Administrator

(3) Tax Identification No.: 42-0432940

(4) Notes to be registered in nominee name, if any:

Var & Co.

                                                       Aggregate
                                                       Principal
                                                       Amount of
                                                       Notes to be   Note Denom-
                                                       Purchased     ination(s)
                                                       -----------   -----------

UNITY MUTUAL LIFE INSURANCE COMPANY                    $ 1,000,000   $ 1,000,000

(1)   All payments on account of Notes held by such
      Purchaser shall be made by wire transfer of
      immediately available funds for credit to:

      Chase NYC
      ABA #021-000-021

      For credit to:
            Chase Rochester
            DDA# 0000400044
            Attention: Ms. Roni Norkus (716) 258-7784

      For further credit to:
            Unity Mutual Life Insurance Company -
            MIMLIC - 611002310

      Each such wire transfer shall set forth the
      name of the Company, a reference to "6.81%
      Senior Notes due June 19, 2013, PPN 15131#
      A A 4", and the due date and application (as
      among principal, interest and Yield-Maintenance
      Amount) of the payment being made.

(2)   Address for all notices relating to payments
      and all other communications and notices:

      Unity Mutual Life Insurance Company
      c/o Advantus Capital Management, Inc.
      400 Robert Street North
      St. Paul, MN 55101

Attention: Client Administrator

(3) Tax Identification No.: 15-0475585

(4) Notes to be registered in nominee name, if any:

                                                       Aggregate
                                                       Principal
                                                       Amount of
                                                       Notes to be   Note Denom-
                                                       Purchased     ination(s)
                                                       -----------   -----------

THE BALTIMORE LIFE INSURANCE COMPANY                   $ 2,000,000   $ 2,000,000

(1)   All payments on account of Notes held by such
      Purchaser shall be made by wire transfer of
      immediately available funds for credit to:

      NationsBank
      Baltimore, MD
      ABA #052-001-633

      For credit to:
            The Baltimore Life Insurance Company
            Account Number 200-060-084-1

      Each such wire transfer shall set forth the
      name of the Company, a reference to "6.81%
      Senior Notes due June 19, 2013, PPN 15131#
      A A 4", and the due date and application (as
      among principal, interest and Yield-Maintenance
      Amount) of the payment being made.

(2)   Address for all notices relating to payments
      and all other communications and notices:

      Baltimore Life Insurance Company (The)
      c/o Advantus Capital Management, Inc.
      400 Robert Street North
      St. Paul, MN 55101

      Attention: Client Administrator

(3)   Tax Identification No.: 52-0236900

                                                       Aggregate
                                                       Principal
                                                       Amount of
                                                       Notes to be   Note Denom-
                                                       Purchased     ination(s)
                                                       -----------   -----------

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY            $25,000,000   $17,500,000
                                                                      $5,000,000
                                                                      $2,500,000
(1)   All payments on account of Notes held by such
      Purchaser shall be made by wire transfer of
      immediately available funds for credit to:

      (a)  In the case of payments on account of
           the Note originally issued in the
           principal amount of $17,500,000

           Citibank, N.A.
           111 Wall Street
           New York, NY  10043
           ABA No. 021000089
           For MassMutual Long Term Pool
           Account No. 4067-3488

      (b)  In the case of payments on account of
           the Note originally issued in the
           principal amount of $5,000,000

           Chase Manhattan Bank, N.A.
           4 Chase MetroTech Center
           New York, NY  10081
           ABA No. 021000021
           For MassMutual Pension Management
           Account No. 910-2594018

      (c)  In the case of payments on account of
           the Note originally issued in the
           principal amount of $2,500,000

           Chase Manhattan Bank, N.A.
           4 Chase MetroTech Center
           New York, NY  10081
           ABA No. 021000021
           For Segment 47 - Guaranteed Investment
             Contract
           Account No. 910-2-742781

      In each case with telephone advice of payment
      to the Securities Custody and Collection
      Department of Massachusetts Mutual Life
      Insurance Company at (413) 744-3878

Each such wire transfer shall set forth the name of the Company, a reference to "6.81% Senior Notes due June 19, 2013, PPN 15131# A A 4", and the due date and application (as among principal, interest and Yield-Maintenance Amount) of the payment being made.

(2) Address for all notices relating to payments:

Massachusetts Mutual Life Insurance Company 1295 State Street
Springfield, MA 01111

Attention: Securities Custody and Collection Department F 381

(3) Address for all other communications and notices:

Massachusetts Mutual Life Insurance Company 1295 State Street
Springfield, MA 01111

Attention: Securities Investment Division Thomas Li, Managing Director

(4) Recipient of telephonic prepayment notices:

                                                       Aggregate
                                                       Principal
                                                       Amount of
                                                       Notes to be   Note Denom-
                                                       Purchased     ination(s)
                                                       -----------   -----------

THE GUARDIAN LIFE INSURANCE COMPANY
   OF AMERICA                                          $20,000,000   $20,000,000

(1)   All payments on account of Notes held by such
      Purchaser shall be made by wire transfer of
      immediately available funds for credit to:

      The Chase Manhattan Bank
      FED ABA #021000021
      CHASE/NYC/CTR/BNF
      A/C 900-9-000200
      Reference to A/C #G05978 The Guardian

      Each such wire transfer shall set forth the
      name of the Company, "6.81% Senior Notes due
      June 19, 2013, PPN 15131# A A 4", and the
      due date and application (as among
      principal, interest and Yield-Maintenance
      Amount) of the payment being made.

(2)   Address for all notices relating to payments:

      The Guardian Life Insurance Company
        of America
      Attn: Investment Accounting M-IA
      201 Park Avenue South
      New York, NY 10003

      Telecopier:  (212) 677-9023

(3)   Address for all other communications and
      notices:

      The Guardian Life Insurance Company
        of America
      201 Park Avenue South
      New York, NY   10003

      Attention:   Raymond J. Henry
                   Investment Department 7B
      Telecopier:  (212) 777-6715

(4) Tax Identification No.: 13-6022143

(5) Notes to be registered in nominee name, if any:

                                                       Aggregate
                                                       Principal
                                                       Amount of
                                                       Notes to be   Note Denom-
                                                       Purchased     ination(s)
                                                       -----------   -----------

UNITED OF OMAHA LIFE INSURANCE COMPANY                 $ 7,000,000   $ 7,000,000

(1)   All payments on account of Notes held by such
      Purchaser shall be made by wire transfer of
      immediately available funds for credit to:

      Chase Manhattan Bank
      ABA #021000021
      Private Income Processing

      For credit to:
      United of Omaha Life Insurance Company
      Account # 900-9000200
      a/c: G07097

      Each such wire transfer shall set forth the
      name of the Company, a reference to "6.81%
      Senior Notes due June 19, 2013, PPN 15131#
      A A 4", and the due date and application (as
      among principal, interest and Yield-Maintenance
      Amount) of the payment being made.

(2)   Address for all notices relating to payments,
      corporate actions and reorganization
      notifications:

      The Chase Manhattan Bank
      4 New York Plaza - 13th Floor
      New York, NY 10004
      Attention.: Income Processing - J. Pipperato
      a/c: G07097

(3)   Address for all other communications and
      notices:

      4 - Investment Loan Administration
      United of Omaha Life Insurance Company
      Mutual of Omaha Plaza
      Omaha, NE 68175-1011

(4)   Tax Identification No.: 47-0322111

                                                       Aggregate
                                                       Principal
                                                       Amount of
                                                       Notes to be   Note Denom-
                                                       Purchased     ination(s)
                                                       -----------   -----------

MUTUAL OF OMAHA INSURANCE COMPANY                      $ 3,000,000   $ 3,000,000

(1)   All payments on account of Notes held by such
      Purchaser shall be made by wire transfer of
      immediately available funds for credit to:

      Chase Manhattan Bank
      ABA #021000021
      Private Income Processing

      For credit to:
      Mutual of Omaha Insurance Company
      Account #900-9000200
      a/c G07096

      Each such wire transfer shall set forth the
      name of the Company, a reference to "6.81%
      Senior Notes due June 19, 2013, PPN 15131#
      A A 4", and the due date and application (as
      among principal, interest and Yield-Maintenance
      Amount) of the payment being made.

(2)   Address for all notices relating to payments,
      corporate actions and reorganization
      notifications:

      The Chase Manhattan Bank
      4 New York Plaza - 13th Floor
      New York, NY 10004
      Attn: Income Processing - J. Pipperato
      a/c: G07096

(3)   Address for all other communications and
      notices:

      4 - Investment Loan Administration
      Mutual of Omaha Insurance Company
      Mutual of Omaha Plaza
      Omaha, NE 68175-1011

(4)   Tax Identification No.: 47-0246511

                                                       Aggregate
                                                       Principal
                                                       Amount of
                                                       Notes to be   Note Denom-
                                                       Purchased     ination(s)
                                                       -----------   -----------

COMPANION LIFE INSURANCE COMPANY                       $ 2,000,000   $ 2,000,000

(1)   All payments on account of Notes held by such
      Purchaser shall be made by wire transfer of
      immediately available funds for credit to:

      Companion Life Insurance Company
      c/o The Bank of New York
      ABA #021000018
      Acct. #111566 Income Collection
      Attention: P & I Department

      Each such wire transfer shall set forth the
      name of the Company, a reference to "6.81%
      Senior Notes due June 19, 2013, PPN 15131#
      A A 4", and the due date and application (as
      among principal, interest and Yield-Maintenance
      Amount) of the payment being made.

(2)   Address for all notices relating to payments:

      Companion Life Insurance Company
      Attention: Investment Securities Accounting
      Mutual of Omaha Plaza
      Omaha, Nebraska 68175

      with duplicate notice to:

      Companion Life Insurance Company
      Attention: Financial Division
      401 Theodore Fremd Avenue
      Rye, New York 10580-1493

(3)   Address for all other communications and
       notices:

      Companion Life Insurance Company
      Attention: Investment Division
      Mutual of Omaha Plaza
      Omaha, Nebraska 68175

with duplicate notice to:

Companion Life Insurance Company
Attention: Financial Division
401 Theodore Fremd Avenue
Rye, New York 10580-1493

(4) Tax Identification No.: 13-6062916

(5) Notes to be registered in nominee name, if any:

                                                       Aggregate
                                                       Principal
                                                       Amount of
                                                       Notes to be   Note Denom-
                                                       Purchased     ination(s)
                                                       -----------   -----------

KNIGHTS OF COLUMBUS                                    $10,000,000   $10,000,000

(1)   All payments on account of Notes held by such
      Purchaser shall be made by wire transfer of
      immediately available funds for credit to:

      Bank of New York (ABA #021-000-018)
      One Wall Street
      New York, New York 10286

      For credit to:
      Knights of Columbus General Account
      Account #8900300825

      Each such wire transfer shall set forth the
      name of the Company, a reference to "6.81%
      Senior Notes due June 19, 2013, PPN 15131#
      A A 4", and the due date and application (as
      among principal, interest and Yield-Maintenance
      Amount) of the payment being made.

(2)   Address for all notices relating to payments:

      Knights of Columbus
      P.O. Box 2016
      New Haven, Connecticut 06521-2016

      Attention: Accounting Department

(3)   Address for all other communications and
      notices:

      Knights of Columbus
      One Columbus Plaza
      New Haven, Connecticut 06510-3326

      Attention:  Investment Department
      Telecopier: (203) 772-0037

(4)   Tax Identification No.: 06-0416470

                                                       Aggregate
                                                       Principal
                                                       Amount of
                                                       Notes to be   Note Denom-
                                                       Purchased     ination(s)
                                                       -----------   -----------

KEYPORT LIFE INSURANCE COMPANY                         $10,000,000   $10,000,000

(1)   All payments on account of Notes held by such
      Purchaser shall be made by wire transfer of
      immediately available funds for credit to:

      Federal Reserve Bank of Boston
      011001234/BOS SAFE DEP
      DDA 125261

      Attention: MBS Income CC: 1253
      For: Keyport #KEYF0005002

      Each such wire transfer shall set forth the
      name of the Company, a reference to "6.81%
      Senior Notes due June 19, 2013, PPN 15131#
      A A 4", and the due date and application (as
      among principal, interest and Yield-Maintenance
      Amount) of the payment being made.

(2)   Address for all notices relating to payments
      written confirmation of each such payment,
      and all other communications and notices:

      Keyport Life Insurance Company
      c/o Stein Roe & Farnham Incorporated
      1 South Wacker Drive
      Chicago, Illinois 60606

Attention: Private Placements

(3) Tax Identification No.: 05-0302931

(4) Notes to be registered in nominee name, if any:

                                                       Aggregate
                                                       Principal
                                                       Amount of
                                                       Notes to be   Note Denom-
                                                       Purchased     ination(s)
                                                       -----------   -----------

MODERN WOODMEN OF AMERICA                              $ 7,000,000   $ 7,000,000

(1)   All payments on account of Notes held by such
      Purchaser shall be made by wire transfer of
      immediately available funds for credit to:

      The Northern Trust Company
      50 South LaSalle Street
      Chicago, IL 60675
      ABA No. 071-000-152
      Account Name: Modern Woodmen of America
      Account No. 84352

      Each such wire transfer shall set forth the
      name of the Company, a reference to "6.81%
      Senior Notes due June 19, 2013, PPN 15131#
      A A 4", and the due date and application (as
      among principal, interest and Yield-Maintenance
      Amount) of the payment being made.

(2)   Address for all notices relating to payments:

      Modern Woodmen of America
      Attn.: Investment Accounting Department
      1701 First Avenue
      Rock Island, IL 61201

(3)   Address for all other communications and
      notices:

      Modern Woodmen of America
      Attn.: Investment Department
      1701 First Avenue
      Rock Island, IL 61201

(4)   Tax Identification No.: 36-1493430

                                                       Aggregate
                                                       Principal
                                                       Amount of
                                                       Notes to be   Note Denom-
                                                       Purchased     ination(s)
                                                       -----------   -----------

TMG LIFE INSURANCE COMPANY                             $ 5,000,000   $ 5,000,000

(1)   All payments on account of Notes held by such
      Purchaser shall be made by wire transfer of
      immediately available funds for credit to:

      Norwest Bank Minnesota, N.A.
      ABA# 091000019
      BNF A/C: 0840245
      BNF: Trust Clearing Account
      REF: ATTN: Income Collections
      TRUST ACCOUNT: 13075700

      Each such wire transfer shall set forth the
      name of the Company, a reference to "6.81%
      Senior Notes due June 19, 2013, PPN 15131#
      A A 4", and the due date and application (as
      among principal, interest and Yield-Maintenance
      Amount) of the payment being made.

(2)   Address for all notices relating to payments:

      TMG Life Insurance Company
      c/o The Mutual Group (U.S.), Inc.
      401 North Executive Drive, Suite 300
      Brookfield, WI 53008-0503

      Attention: Tamie Greenwood
      Telephone: (414) 641-4027
      Telecopier: (414) 641-4055

(3)   Address for all other communications and
      notices:

      TMG Life Insurance Company
      c/o The Mutual Group (U.S.), Inc.
      401 North Executive Drive, Suite 300
      Brookfield, WI 53008-0503

      Telephone: (414) 641-4027
      Telecopier: (414) 641-4055

(4)   Tax Identification No.: 45-0208990

                                                       Aggregate
                                                       Principal
                                                       Amount of
                                                       Notes to be   Note Denom-
                                                       Purchased     ination(s)
                                                       -----------   -----------

PROVIDENT MUTUAL LIFE INSURANCE COMPANY                $ 4,000,000   $ 4,000,000

(1)   All payments on account of Notes held by such
      Purchaser shall be made by wire transfer of
      immediately available funds for credit to:

      PNC Bank
      Broad and Chestnut Streets
      Philadelphia, PA 19101
      ABA# 031-000-053

      for credit to
      Provident Mutual Life Insurance Company
      Account # 85-4084-2176

      Each such wire transfer shall set forth the
      name of the Company, a reference to "6.81%
      Senior Notes due June 19, 2013, PPN 15131#
      A A 4", and the due date and application (as
      among principal, interest and Yield-Maintenance
      Amount) of the payment being made.

(2)   Address for all notices relating to payments
      and all other communications and notices:

      Provident Mutual Life Insurance Company
      1205 Westlakes Drive
      Berwyn, PA 19312-2405
      Attention: Treasurer

(3)   Tax Identification No.: 23-099-045-0

                                                       Aggregate
                                                       Principal
                                                       Amount of
                                                       Notes to be   Note Denom-
                                                       Purchased     ination(s)
                                                       -----------   -----------

PROVIDENTMUTUAL LIFE AND ANNUITY COMPANY
OF AMERICA                                             $ 1,000,000   $ 1,000,000

(1)   All payments on account of Notes held by such
      Purchaser shall be made by wire transfer of
      immediately available funds for credit to:

      PNC Bank
      Broad and Chestnut Streets
      Philadelphia, PA 19101
      ABA# 031-000-053

      for credit to
      Providentmutual Life and Annuity
      Company of America
      Account # 85-5075-4911

      Each such wire transfer shall set forth the
      name of the Company, a reference to "6.81%
      Senior Notes due June 19, 2013, PPN 15131#
      A A 4", and the due date and application (as
      among principal, interest and Yield-Maintenance
      Amount) of the payment being made.

(2)   Address for all notices relating to payments
      and all other communications and notices:

      Providentmutual Life and Annuity Company
        of America
      1205 Westlakes Drive
      Berwyn, PA 19312-2405
      Attention: Treasurer

(3)   Tax Identification No.: 23-161-908-2

                                                       Aggregate
                                                       Principal
                                                       Amount of
                                                       Notes to be   Note Denom-
                                                       Purchased     ination(s)
                                                       -----------   -----------

AMERITAS LIFE INSURANCE CORP.                          $ 3,000,000   $ 3,000,000

(1)   All payments on account of Notes held by such
      Purchaser shall be made by wire transfer of
      immediately available funds for credit to:

      U.S. Bank
      ABA# 104-000-029
      Ameritas Life Insurance Corp.
      Acct# 1-494-0070-0188

      Each such wire transfer shall set forth the
      name of the Company, a reference to "6.81%
      Senior Notes due June 19, 2013, PPN 15131#
      A A 4", and the due date and application (as
      among principal, interest and Yield-Maintenance
      Amount) of the payment being made.

(2)   Address for all notices relating to payments
      and written confirmations of wire transfers:

      Ameritas Life Insurance Corp.
      5900 "O" Street
      Lincoln, NE 68510-2234

      Attention: James Mikus
      Telecopier: (402) 467-6970

(3)   Address for all other communications and notices:

      Ameritas Life Insurance Corp.
      5900 "O" Street
      Lincoln, NE 68510-2234

      Attention: James Mikus

(4)   Tax Identification No.: 47-0098400

                                                       Aggregate
                                                       Principal
                                                       Amount of
                                                       Notes to be   Note Denom-
                                                       Purchased     ination(s)
                                                       -----------   -----------

INDIANAPOLIS LIFE INSURANCE COMPANY                    $ 3,000,000   $ 3,000,000

(1)   All payments on account of Notes held by such
      Purchaser shall be made by wire transfer of
      immediately available funds for credit to:

      The Bank of New York
      New York, New York 10286
      BNF: I0C 566
      ABA #021000018
      For credit to:
            Indianapolis Life Insurance Company
            Account #177862

      Each such wire transfer shall set forth the
      name of the Company, a reference to "6.81%
      Senior Notes due June 19, 2013, PPN 15131#
      A A 4", and the due date and application (as
      among principal, interest and Yield-Maintenance
      Amount) of the payment being made.

(2)   Address for all notices relating to payments:

      Indianapolis Life Insurance Company/#177862
      c/o The Bank of New York
      Attn: P&I Department
      P.O. Box 19266
      Newark, New Jersey 07195

(3)   Address for all other communications and
      notices:

      Indianapolis Life Insurance Company
      2960 N. Meridian Street
      Indianapolis, Indiana 46208
      Attention: Securities Department
      Fax: (317) 927-3363

(4)   Tax Identification No.: 35-0413330

                                                       Aggregate
                                                       Principal
                                                       Amount of
                                                       Notes to be   Note Denom-
                                                       Purchased     ination(s)
                                                       -----------   -----------

THE SECURITY MUTUAL LIFE INSURANCE
COMPANY OF LINCOLN, NEBRASKA                           $ 2,000,000   $ 2,000,000

(1)   All payments on account of Notes held by such
      Purchaser shall be made by wire transfer of
      immediately available funds at the opening of
      business on the due date, for credit to:

      National Bank of Commerce
      13th and O Street
      Lincoln, NE
      ABA No. 1040-00045

      Account of: Security Mutual Life
      Account of: 40-797-624

      Each such wire transfer shall set forth the
      name of the Company, a reference to "6.81%
      Senior Notes due June 19, 2013, PPN 15131#
      A A 4", and the due date and application (as
      among principal, interest and Yield-Maintenance
      Amount) of the payment being made.

(2)   Address for all notices relating to payments
      and written confirmation of such wire
      transfers:

      The Security Mutual Life Insurance
        Company of Lincoln, Nebraska
      200 Centennial Mall North
      Lincoln, NE 68508
      Attention: Investment Division
      Fax: (402-434-9599)
      Phone: (402-434-9500)

(3)   Address for all other communications and
      notices:

      The Security Mutual Insurance
        Company of Lincoln, Nebraska
      200 Centennial Mall North
      Lincoln, NE 68508

(4)   Tax Identification No.: 47-0293990

                                                       Aggregate
                                                       Principal
                                                       Amount of
                                                       Notes to be   Note Denom-
                                                       Purchased     ination(s)
                                                       -----------   -----------

WOODMEN ACCIDENT AND LIFE COMPANY                      $ 1,000,000   $ 1,000,000

(1)   All payments on account of Notes held by such
      Purchaser shall be made by wire transfer of
      immediately available funds for credit to:

      US Bank
      13 and M Streets
      Lincoln, Nebraska 68508
      ABA #1040 000 29

      for credit to
      Woodmen Accident and Life Company's
      General Fund
      Account No.  1-494-0092-9092

      Each such wire transfer shall set forth the
      name of the Company, a reference to "6.81%
      Senior Notes due June 19, 2013, PPN 15131#
      A A 4", and the due date and application (as
      among principal, interest and Yield-Maintenance
      Amount) of the payment being made.

(2)   Address for all notices relating to payments,
      including written conformation of each such
      payment, and all other communications and
      notices:

      Woodmen Accident and Life Company
      P.O. Box 82288
      Lincoln, Nebraska 68501
      Attention: Securities Division

      PROVIDED, HOWEVER, all notices and
      communication delivered by overnight courier
      shall be addressed as follows:

      Woodmen Accident and Life Company
      1526 K Street
      Lincoln, Nebraska  68508
      Attention: Securities Division

(4)   Tax Identification No.: 47-0339220

EXHIBIT A

[FORM OF NOTE]

No. _____                                                                 [Date]
$________                                                       PPN 15131# A A 4


         FOR VALUE RECEIVED, the undersigned, CENEX HARVEST STATES COOPERATIVES,

a nonstock agricultural cooperative corporation organized under the laws of the State of Minnesota (herein called the "Company"), hereby promises to pay to ___________________________________, or registered assigns, the principal sum of _________________________ DOLLARS on June 19, 2013, with interest (computed on the basis of a 360-day year--30-day month) (a) on the unpaid balance thereof at the rate of 6.81% per annum from the date hereof, payable semiannually on the 19th day of June and December in each year, commencing with the June 19 or December 19 next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Yield-Maintenance Amount (as defined in the Note Agreement referred to below), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to the greater of (i) 8.81% or (ii) 2.0% over the rate of interest publicly announced by Morgan Guaranty Trust Company of New York from time to time in New York City as its Prime Rate.

Payments of principal of, interest on and any Yield-Maintenance Amount payable with respect to this Note are to be made at the main office of The Bank of New York in New York City or at such other place as the holder hereof shall designate to the Company in writing, in lawful money of the United States of America.

This Note is one of a series of Series A Senior Notes (herein called the "Notes") issued pursuant to a Note Agreement, dated as of June 19, 1998 (herein called the "Agreement"), among the Company and the original purchasers of the Notes named in the Purchaser Schedule attached thereto and is entitled to the benefits thereof.

This Note is a registered Note and, as provided in the Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder's attorney duly authorized in writing,

a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company shall not be affected by any notice to the contrary.

The Company agrees to make required prepayments of principal on the dates and in the amounts specified in the Agreement. This Note is also subject to optional prepayment, in whole or from time to time in part, on the terms specified in the Agreement.

In case an Event of Default, as defined in the Agreement, shall occur and be continuing, the principal of this Note may be declared or otherwise become due and payable in the manner and with the effect provided in the Agreement.

THIS NOTE IS INTENDED TO BE PERFORMED IN THE STATE OF ILLINOIS AND

SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAW OF SUCH STATE.

CENEX HARVEST STATES COOPERATIVES

EXHIBIT 10.23

CREDIT AGREEMENT
(REVOLVING LOAN)

BY AND BETWEEN

COBANK, ACB,
AS CO-SYNDICATION AGENT, ADMINISTRATIVE AGENT AND BID AGENT
AND AS A SYNDICATION PARTY,

ST. PAUL BANK FOR COOPERATIVES
AS CO-SYNDICATION AGENT AND AS A SYNDICATION PARTY,

NATIONSBANK, N.A.,
AS DOCUMENTATION AGENT AND AS A SYNDICATION PARTY,

CREDIT AGRICOLE INDOSUEZ, BANQUE NATIONALE DE PARIS,
CHICAGO BRANCH, BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, DEUTSCHE GENOSSENSCHAFTSBANK, AND COOPERATIEVE
CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. "RABOBANK
NEDERLAND", NEW YORK BRANCH,
AS CO-MANAGERS AND AS SYNDICATION PARTIES,

THE BANK OF TOKYO-MITSUBISHI, LTD., CARIPLO-CASSA DI
RISPARMIO DELLE PROVINCIE LOMBARDE SPA,
NORWEST BANK MINNESOTA, N.A., SUNTRUST BANK, ATLANTA, AND
U.S. BANK NATIONAL ASSOCIATION,
AS SYNDICATION PARTIES,

AND

CENEX HARVEST STATES COOPERATIVES

DATED AS OF JUNE 1, 1998

                                TABLE OF CONTENTS

ARTICLE 1.  DEFINED TERMS......................................................1

     1.1 Additional Costs .....................................................1

     1.2 Adjusted Consolidated Funded Debt ....................................1

     1.3 Administrative Agent .................................................1

     1.4 Administrative Agent Office ..........................................1

     1.5 Advance ..............................................................1

     1.6 Advance Date .........................................................1

     1.7 Advance Payment ......................................................1

     1.8 Affected Loans .......................................................2

     1.9 Aggregate 5-Year Commitment ..........................................2

     1.10 Aggregate LC Commitment .............................................2

     1.11 Aggregate 364-Day Commitment ........................................2

     1.12 Amortization ........................................................2

     1.13 Annual Operating Budget .............................................2

     1.14 Applicable Lending Office ...........................................2

     1.15 Authorized Officer ..................................................2

     1.16 Bank Debt ...........................................................2

     1.17 Banking Day .........................................................2

     1.18 Bank Equity Interests ...............................................2

     1.19 Base Rate ...........................................................2

     1.20 Base Rate Loans .....................................................3

     1.21 Bid .................................................................3

     1.22 Bid Agent ...........................................................3


                                        i

     1.23 Bid Maturity Date ...................................................3

     1.24 Bid Request .........................................................3

     1.25 Bid Results Notice ..................................................3

     1.26 Bid Rate ............................................................3

     1.27 Bid Selection Notice ................................................3

     1.28 Borrower's Account ..................................................3

     1.29 Borrower Benefit Plan ...............................................3

     1.30 Borrowing Notice ....................................................3

     1.31 Capital Leases ......................................................3

     1.32 Change in Law .......................................................3

     1.33 Closing Date ........................................................3

     1.34 Code ................................................................3

     1.35 Committed 5-Year Advances ...........................................4

     1.36 Committed LC Request ................................................4

     1.37 Committed Letters of Credit .........................................4

     1.38 Committed Letter of Credit Fee ......................................4

     1.39 Committed 364-Day Advances ..........................................4

     1.40 Compliance Certificate ..............................................4

     1.41 Consolidated Cash Flow ..............................................4

     1.42 Consolidated Current Assets .........................................4

     1.43 Consolidated Current Liabilities ....................................4

     1.44 Consolidated Funded Debt ............................................4

     1.45 Consolidated Interest Expense .......................................4

     1.46 Consolidated Members' and Patrons' Equity ...........................5


                                       ii

     1.47 Consolidated Subsidiary .............................................5

     1.48 Contributing Syndication Parties ....................................5

     1.49 Debt ................................................................5

     1.50 Default Interest Rate ...............................................5

     1.51 Delinquency Interest ................................................5

     1.52 Delinquent Amount ...................................................5

     1.53 Delinquent Syndication Party ........................................5

     1.54 Depreciation ........................................................5

     1.55 Environmental Laws ..................................................5

     1.56 Environmental Regulations ...........................................5

     1.57 ERISA ...............................................................5

     1.58 ERISA Affiliate .....................................................6

     1.59 Event of Default ....................................................6

     1.60 Event of Syndication Default ........................................6

     1.61 Existing Credit Agreement ...........................................6

     1.62 Existing Letters of Credit ..........................................6

     1.64 Fiscal Quarter ......................................................6

     1.65 Fiscal Year .........................................................6

     1.66 5-Year Availability Period ..........................................6

     1.67 5-Year Bid Advance ..................................................6

     1.68 5-Year Bid Loan .....................................................6

     1.69 5-Year Borrowing Notice .............................................7

     1.70 5-Year Facility .....................................................7

     1.71 5-Year Facility Fee .................................................7


                                       iii

     1.72 5-Year Funding Notice ...............................................7

     1.72 5-Year Funding Notice ...............................................7

     1.73 5-Year Margin .......................................................7

     1.74 5-Year Maturity Date ................................................7

     1.75 5-Year Pro Rata Advance .............................................7

     1.76 Funded Debt .........................................................7

     1.77 Funding Losses ......................................................7

     1.78 Funding Loss Notice .................................................7

     1.79 Funding Share .......................................................7

     1.80 GAAP ................................................................7

     1.81 Good Faith Contest ..................................................8

     1.82 Governmental Authority ..............................................8

     1.83 Hazardous Substances ................................................8

     1.84 Indemnified Agency Parties ..........................................8

     1.85 Indemnified Parties .................................................8

     1.86 Individual Commitment ...............................................8

     1.87 Individual 5-Year Commitment ........................................8

     1.88 Individual 364-Day Commitment .......................................8

     1.89 Individual 5-Year Lending Capacity ..................................8

     1.90 Individual 364-Day Lending Capacity .................................8

     1.91 Individual Outstanding 5-Year Obligations ...........................9

     1.92 Individual Outstanding 364-Day Obligations ..........................9

     1.93 Individual 5-Year Pro Rata Share ....................................9

     1.94 Individual 364-Day Pro Rata Share ...................................9


                                       iv

     1.95 Investment ..........................................................9

     1.96 Issuing Syndication Party ..........................................10

     1.98 Letters of Credit ..................................................10

     1.99 Letter of Credit Bank ..............................................10

     1.100 LIBO Rate .........................................................10

     1.101 LIBO Rate Loan ....................................................10

     1.102 LIBO Rate Period ..................................................10

     1.103 LIBO Request ......................................................10

     1.104 Licensing Laws ....................................................10

     1.105 Lien ..............................................................10

     1.106 Loans .............................................................11

     1.107 Blank .............................................................11

     1.108 Loan Documents ....................................................11

     1.109 Material Adverse Effect ...........................................11

     1.110 Material Agreements ...............................................11

     1.111 Merger ............................................................11

     1.112 Multiemployer Plan ................................................11

     1.113 Negotiated LC Request .............................................11

     1.114 Negotiated Letter of Credit .......................................11

     1.115 Note or Notes .....................................................11

     1.117 Operating Lease ...................................................11

     1.118 Organization Documents ............................................11

     1.119 Overnight Advance .................................................11

     1.120 Overnight Advance Request .........................................11


                                        v

     1.122 Overnight Funding Commitment ......................................11

     1.123 Overnight Lenders .................................................12

     1.125 Overnight Maturity Date ...........................................12

     1.126 Overnight Rate ....................................................12

     1.127 Payment Account ...................................................12

     1.128 Payment Distribution ..............................................12

     1.129 PBGC ..............................................................12

     1.130 Permitted Encumbrance .............................................12

     1.131 Person ............................................................12

     1.132 Plan ..............................................................12

     1.133 Potential Default .................................................12

     1.134 Predecessor Companies .............................................12

     1.135 Prohibited Transaction ............................................12

     1.139 Regulatory Change .................................................12

     1.140 Reportable Event ..................................................12

     1.141 Requested 5-Year Advance ..........................................12

     1.142 Requested 364-Day Advance .........................................12

     1.143 Required Lenders ..................................................13

     1.144 Required License ..................................................13

     1.145 Restricted Subsidiary .............................................13

     1.146 Subsidiary ........................................................13

     1.147 Successor Agent ...................................................13

     1.148 Super Majority Lenders ............................................13

     1.149 Syndication Acquisition Agreement .................................13


                                       vi

     1.150 Syndication Interest ..............................................13

     1.151 Syndication Parties ...............................................13

     1.152 Syndication Party Advance Date ....................................13

     1.153 Term Loan Credit Agreement ........................................13

     1.154 364-Day Availability Period .......................................14

     1.155 364-Day Bid Advance ...............................................14

     1.156 364-Day Bid Loan ..................................................14

     1.157 364-Day Borrowing Notice ..........................................14

     1.158 364-Day Facility ..................................................14

     1.159 364-Day Facility Fee ..............................................14

     1.160 364-Day Facility Note(s) ..........................................14

     1.161 364-Day Funding Notice ............................................14

     1.162 364-Day Margin ....................................................14

     1.163 364-Day Maturity Date .............................................14

     1.164 364-Day Pro Rata Advance ..........................................14

     1.165 Transfer ..........................................................14

     1.166 Wire Instructions .................................................14

ARTICLE 2.  364-DAY FACILITY..................................................14

     2.1 364-Day Facility Loan ...............................................14

           2.1.1 Individual Syndication Party 364 Day Commitment .............14

           2.1.2 Individual Syndication Party 364-Day Pro Rata Share .........15

     2.2 Aggregate 364-Day Commitment ........................................15

     2.3 364-Day Borrowing Notice; Funding Notice ............................15

     2.4 364-Day Facility Promissory Notes ...................................15


                                       vii

     2.5 Syndication Party Records ...........................................15

     2.6 Use of Proceeds .....................................................16

     2.7 Syndication Party Funding Failure ...................................16

     2.8 Reduction of Aggregate 364-Day Commitment ...........................16

ARTICLE 3.  5-YEAR FACILITY...................................................16

     3.1 5-Year Facility Loan ................................................16

           3.1.1 Individual Syndication Party 5-Year Commitment ..............17

           3.1.2 Individual Syndication Party 5-Year Pro Rata Share ..........17

     3.2 Aggregate 5-Year Commitment .........................................17

     3.3 5-Year Borrowing Notice .............................................17

     3.4 5-Year Facility Promissory Notes ....................................17

     3.5 Syndication Party Records ...........................................18

     3.6 Use of Proceeds .....................................................18

     3.7 Syndication Party Funding Failure ...................................18

     3.8 Reduction of Aggregate 5-Year Commitment ............................18

ARTICLE 4.  BID RATE FACILITY.................................................19

     4.1 364-Day Facility Bid Rate Loans .....................................19

           4.1.2 Individual 364-Day Commitment ...............................19

           4.1.3 Aggregate 364-Day Commitment ................................19

           4.1.4 Amounts .....................................................19

     4.2 5-Year Facility Bid Rate Loans ......................................19

           4.2.2 Individual 5-Year Commitment ................................19

           4.2.3 Aggregate 5-Year Commitment .................................19

           4.2.4 Amounts .....................................................19


                                      viii

     4.3 Bid Request .........................................................20

     4.4 Bid Procedure .......................................................20

     4.5 Bid Acceptance Procedure ............................................20

     4.6 Bid Loan Funding ....................................................21

     4.7 Overnight Advances ..................................................21

     4.8 Syndication Party Funding Failure ...................................21

     4.9 Overnight Lender Funding Failure ....................................22

     4.10 Failure to Implement Bid Process ...................................22

ARTICLE 5.  LETTER OF CREDIT FACILITY.........................................22

     5.1 Letter of Credit Request ............................................22

           5.1.1 Request for Committed Letter of Credit ......................22

           5.1.2 Request for Negotiated Letter of Credit .....................22

           5.1.3 Notification of the Administrative Agent ....................23

     5.2 Committed Letters of Credit .........................................23

           5.2.1 Available Amount ............................................23

           5.2.2 Availability ................................................23

           5.2.3 Fees ........................................................23

           5.2.4 Treatment of Draws ..........................................24

     5.3 Negotiated Letters of Credit ........................................24

           5.3.1 Limits on Available Amount ..................................24

           5.3.2 Availability ................................................24

           5.3.3 Fees ........................................................24

           5.3.4 Treatment of Draws ..........................................24

     5.4 Notice of Issuance of Negotiated Letters of Credit ..................25



                                       ix

     5.5 Existing Letters of Credit ..........................................25

ARTICLE 6.  INTEREST AND FEES.................................................25

     6.1 Interest ............................................................25

           6.1.1 Base Rate Option ............................................25

           6.1.2 LIBO Rate Option ............................................25

     6.2 Additional Provisions for LIBO Rate Loans ...........................25

           6.2.1 Inapplicability or Unavailability of LIBO Rate ..............25

           6.2.2 Change in Law; LIBO Rate Loan Unlawful ......................26

     6.3 Default Interest Rate ...............................................26

     6.4 Interest Calculation ................................................26

     6.5 Fees ................................................................26

           6.5.3 364-Day Facility Fee ........................................26

           6.5.4 5-Year Facility Fee .........................................27

     6.6 364-Day Margin; 5-Year Margin .......................................27

ARTICLE 7.PAYMENTS; FUNDING LOSSES............................................27

     7.1 Principal Payments ..................................................27

     7.2 Interest Payments ...................................................27

     7.3 Application of Principal Payments ...................................28

     7.4 Manner of Payment ...................................................28

     7.5 Voluntary Prepayments ...............................................28

     7.6 Distribution of Principal and Interest Payments .....................29

           7.6.1 Principal and Interest Payments on 364-Day
                 Pro Rata Advances ...........................................29

           7.6.2 Principal Interest Payments on 5-Year
                 Pro Rata Rate Advances ......................................29


                                        x

           7.6.3 Principal and Interest Payments on Bid Rate Advance .........29

           7.6.4 Principal and Interest Payments on Overnight Advances .......29

ARTICLE 8.  BANK EQUITY INTERESTS.............................................29

ARTICLE 9.  SECURITY..........................................................29

ARTICLE 10.  REPRESENTATIONS AND WARRANTIES...................................29

     10.1 Organization, Good Standing, Etc. ..................................30

     10.2 Corporate Authority, Due Authorization; Consents ...................30

     10.3 Litigation .........................................................30

     10.4 No Violations ......................................................30

     10.5 Binding Agreement ..................................................30

     10.6 Compliance with Laws ...............................................31

     10.7 Principal Place of Business ........................................31

     10.8 Payment of Taxes ...................................................31

     10.9 Licenses and Approvals .............................................31

     10.10 Employee Benefit Plans ............................................31

     10.11 Equity Investments ................................................31

     10.12 Title to Real and Personal Property ...............................32

     10.13 Financial Statements ..............................................32

     10.14 Environmental Compliance ..........................................32

     10.15 Fiscal Year .......................................................33

     10.16 Material Agreements ...............................................33

     10.17 Regulations U and X ...............................................33

     10.18 Trademarks, Tradenames, etc. ......................................33

     10.19 No Default on Outstanding Judgments or Orders .....................33


                                       xi

     10.20 No Default in Other Agreements ....................................33

     10.21 Labor Disputes and Acts of God ....................................33

     10.22 Governmental Regulation ...........................................33

     10.23 Disclosure ........................................................34

ARTICLE 11.  CONDITIONS TO ADVANCES...........................................34

     11.1 Conditions to Closing ..............................................34

           11.1.1 Loan Documents .............................................34

           11.1.2 Approvals ..................................................34

           11.1.3 Organizational Documents ...................................34

           11.1.4 Evidence of Insurance ......................................34

           11.1.5 Appointment of Agent for Service ...........................34

           11.1.6 No Material Change .........................................34

           11.1.7 Fees and Expenses ..........................................35

           11.1.8 Bank Equity Interest Purchase Obligation ...................35

           11.1.9 Opinion of Counsel .........................................35

           11.1.10 Further Assurances ........................................35

     11.2 Conditions to Advance ..............................................35

           11.2.1 Consummation of Merger; Amendment of Articles of
                  Incorporation ..............................................35

           11.2.2 Evidence of Corporate Action ...............................35

           11.2.3 Cancellation of Existing Credit Agreements .................35

           11.2.4 Default ....................................................36

           11.2.5 Representations and Warranties .............................36

     11.3 Limitation on LIBO Rate Loans ......................................36


                                       xii

     11.4 Illegality of Loan .................................................36

     11.5 Treatment of Affected Loans ........................................37

ARTICLE 12.  AFFIRMATIVE COVENANTS............................................37

     12.1 Books and Records ..................................................37

     12.2 Reports and Notices ................................................37

           12.2.1 Annual Financial Statements ................................37

           12.2.2 Quarterly Financial Statements .............................37

           12.2.3 Notice of Default ..........................................38

           12.2.4 ERISA Reports ..............................................38

           12.2.5 Notice of Litigation .......................................38

           12.2.6 Notice of Material Adverse Effect ..........................38

           12.2.7 Notice of Environmental Proceedings ........................38

           12.2.8 Regulatory and Other Notices ...............................39

           12.2.9 Adverse Action Regarding Required Licenses .................39

           12.2.10 Budget ....................................................39

           12.2.11 Additional Information ....................................39

     12.3 Eligibility ........................................................39

     12.4 Maintenance of Existence and Qualification .........................39

     12.5 Compliance with Legal Requirements and Agreements ..................39

     12.6 Compliance with Environmental Laws .................................40

     12.7 Taxes ..............................................................40

     12.8 Insurance ..........................................................40

     12.9 Maintenance of Properties ..........................................40

     12.10 Payment of Liabilities ............................................40


                                      xiii

     12.11 Inspection ........................................................41

     12.12 Required Licenses; Permits; Etc ...................................41

     12.13 ERISA .............................................................41

     12.14 Maintenance of Commodity Position .................................41

     12.15 Financial Covenants ...............................................41

           12.15.1 Working Capital ...........................................41

           12.15.2 Consolidated Funded Debt to Consolidated
                   Cash Flow..................................................41

           12.15.3 Adjusted Consolidated Funded Debt to
                   Consolidated Members' and Patrons' Equity .................42

ARTICLE 13.  NEGATIVE COVENANTS...............................................42

     13.1 Borrowing ..........................................................42

     13.2 No Other Businesses ................................................42

     13.3 Liens ..............................................................42

     13.4 Sale of Assets .....................................................44

     13.5 Liabilities of Others ..............................................44

     13.6 Loans ..............................................................45

     13.7 Merger; Acquisitions; Business Form; Etc ...........................45

     13.8 Investments ........................................................45

     13.9 Transactions With Related Parties ..................................46

     13.10 Patronage Refunds, etc. ...........................................46

     13.11 Change in Fiscal Year .............................................46

ARTICLE 14.  INDEMNIFICATION..................................................46

     14.1 General; Stamp Taxes; Intangibles Tax ..............................46

     14.2 Indemnification Relating to Hazardous Substances ...................47


                                       xiv

ARTICLE 15.  EVENTS OF DEFAULT; RIGHTS AND REMEDIES...........................48

     15.1 Events of Default ..................................................48

     15.2 No Advance .........................................................49

     15.3 Rights and Remedies ................................................49

ARTICLE 16.  AGENCY AGREEMENT.................................................50

     16.1 Funding of Syndication Interest ....................................50

     16.2 Syndication Parties' Obligations to Remit Funds ....................50

     16.3 Notice to Administrative Agent .....................................50

     16.4 Syndication Party's Failure to Remit Funds .........................50

     16.5 Agency Appointment .................................................51

     16.6 Power and Authority of the Administrative Agent ....................52

           16.6.1 Advice .....................................................52

           16.6.2 Documents ..................................................52

           16.6.3 Proceedings ................................................52

           16.6.4 Retain Professionals .......................................52

           16.6.5 Incidental Powers ..........................................52

     16.7 Duties of the Administrative Agent .................................52

           16.7.1 Possession of Documents ....................................52

           16.7.2 Distribute Payments ........................................52

           16.7.3 Loan Administration ........................................52

           16.7.4 Determination of Individual Lending Capacity and
                  Individual Pro Rata Shares .................................53

           16.7.5 Action Upon Default ........................................53

           16.7.6 Indemnification as Condition to Action .....................53


                                       xv

     16.8 Bid Agent's Appointment, Power, Authority, Duties or Removal .......54

     16.9 Consent Required for Certain Actions ...............................54

           16.9.1 Unanimous ..................................................54

           16.9.2 Required Lenders ...........................................54

           16.9.3 Action Without Vote ........................................55

     16.10 Distribution of Principal and Interest ............................55

     16.11 Distribution of Certain Amounts ...................................55

           16.11.1 Funding Losses ............................................55

           16.11.1 Funding Losses ............................................56

     16.12 Possession of Loan Documents ......................................56

     16.13 Collateral Application ............................................56

     16.14 Amounts Required to be Returned ...................................56

     16.15 Reports and Information to Syndication Parties ....................57

     16.16 Standard of Care ..................................................57

     16.17 No Trust Relationship .............................................57

     16.18 Sharing of Costs and Expenses .....................................58

     16.19 Syndication Parties' Indemnification of the Administrative Agent ..58

     16.20 Books and Records .................................................58

     16.21 Administrative Agent Fee ..........................................59

     16.22 The Administrative Agent's Resignation or Removal .................59

     16.23 Representations and Warranties of All Parties .....................59

     16.24 Representations and Warranties of CoBank ..........................60

     16.25 Syndication Parties' Independent Credit Analysis ..................60

     16.26 No Joint Venture or Partnership ...................................60


                                       xvi

     16.27 Purchase for Own Account; Restrictions on Transfer; Participations 60

     16.28 Certain Participants' Voting Rights ...............................61

     16.29 Method of Making Payments .........................................61

     16.30 Events of Syndication Default/Remedies ............................61

           16.30.1 Syndication Party Default .................................61

           16.30.2 Remedies ..................................................62

     16.31 Withholding Taxes .................................................62

     16.32 Amendments Concerning Agency Function .............................62

     16.33 Further Assurances ................................................63

ARTICLE 17.  MISCELLANEOUS....................................................63

     17.1 Costs and Expenses .................................................63

     17.2 Service of Process and Consent to Jurisdiction .....................63

     17.3 Jury Waiver ........................................................63

     17.4 Notices ............................................................64

           17.4.1 Borrower ...................................................64

           17.4.2 Administrative Agent .......................................64

           17.4.3 Bid Agent ..................................................64

           17.4.4 Co-Syndication Agent .......................................65

           17.4.5 Syndication Parties ........................................65

     17.5 Liability of Administrative Agent and Bid Agent ....................65

     17.6 Successors and Assigns .............................................65

     17.7 Severability .......................................................65

     17.8 Entire Agreement ...................................................65

     17.9 Applicable Law .....................................................65


                                      xvii

     17.10 Captions ..........................................................65

     17.11 Complete Agreement; Amendments ....................................65

     17.12 Additional Costs of Maintaining Loan ..............................66

     17.13 Capital Requirements ..............................................67

     17.14 Replacement Notes .................................................67

     17.15 Patronage Payments ................................................67

     17.16 Mutual Release ....................................................68

     17.17 Liberal Construction ..............................................68

     17.18 Counterparts ......................................................68

     17.19 Confidentiality ...................................................68

Exhibit 1.40               Compliance Certificate

Exhibit 1.62               Existing Letters of Credit

Exhibit 1.138              List of Restricted Subsidiaries

Exhibit 2.3                364-Day Borrowing Notice

Exhibit 2.4                364-Day Facility Note Form

Exhibit 3.3                5-Year Borrowing Notice

Exhibit 3.4                5-Year Facility Note Form

Exhibit 4.3                Bid Request Form (364-Day Facility)
                           Bid Request Form (5-Year Facility)

Exhibit 4.4                Bid Form (364-Day Facility)
                           Bid Form (5-Year Facility)

Exhibit 4.5                Bid Selection Notice (364-Day Facility)
                           Bid Selection Notice (5-Year Facility)

Exhibit 10.3               Litigation

Exhibit 10.8               Payment of Taxes

Exhibit 10.11              Equity Investments

Exhibit 10.14              Environmental Compliance

Exhibit 13.1               Existing Indebtedness

Exhibit 16.27              Syndication Acquisition Agreement

Exhibit 16.29              Wire Instructions

Schedule 1                 Syndication Parties and Individual Commitments

Schedule 2                 Applicable Margins

CREDIT AGREEMENT
(REVOLVING LOAN)

Cenex Harvest States Cooperatives
Loan No. S0604 and TR0605

THIS AGREEMENT ("CREDIT AGREEMENT") is entered into as of the 1st day of June 1998, by and between COBANK, ACB ("COBANK") for its own benefit as a Syndication Party, as Co-Syndication Agent, and as the Administrative Agent for the benefit of the present and future Syndication Parties (in that capacity "ADMINISTRATIVE AGENT"), ST. PAUL BANK FOR COOPERATIVES, as Co-Syndication Agent ("ST. PAUL BANK") and as a Syndication Party, the Syndication Parties identified on Schedule 1 hereto, and CENEX HARVEST STATES COOPERATIVES (formerly known as Harvest States Cooperatives), a cooperative corporation formed under the laws of the State of Minnesota, whose address is 5500 Cenex Drive, Inver Grove Heights, Minnesota 55077 ("BORROWER").

ARTICLE 1. DEFINED TERMS

As used in this Credit Agreement, the following terms shall have the meanings set forth below (and such meaning shall be equally applicable to both the singular and plural form of the terms defined, as the context may require):

1.1 ADDITIONAL COSTS: shall have the meaning set forth in Section 17.12.

1.2 ADJUSTED CONSOLIDATED FUNDED DEBT: All indebtedness for borrowed money of the Borrower and its Subsidiaries, in each case maturing by its terms more than one year after, or which is renewable or extendible for a period ending one year or more after the date of determination, and shall include Debt of such maturity created or assumed by the Borrower or any Subsidiary either directly or indirectly, including obligations of such maturity secured by liens upon property of the Borrower or its Subsidiaries and upon which such entity customarily pays the interest, and all rental payments under capitalized leases of such maturity, and the net present value of operating leases as discounted by a rate which is 1.5% less than the National Prime Rate as stated in the WALL STREET JOURNAL.

1.3 ADMINISTRATIVE AGENT: shall mean CoBank, ACB.

1.4 ADMINISTRATIVE AGENT OFFICE: shall mean the address set forth at Subsection 17.4.2, as it may change from time to time by notice to all parties to this Credit Agreement.

1.5 ADVANCE: an advance of funds under either one of the Facilities.

1.6 ADVANCE DATE: a day (which shall be a Banking Day) on which an Advance is made.

1.7 ADVANCE PAYMENT: shall have the meaning set forth in Section 16.1.

1.8 AFFECTED LOANS: shall have the meaning set forth in Section 11.5.

1.9 AGGREGATE 5-YEAR COMMITMENT: shall be $200,000,000.00, subject to reduction as provided in Section 3.8 hereof.

1.10 AGGREGATE LC COMMITMENT: shall be $75,000,000.00.

1.11 AGGREGATE 364-DAY COMMITMENT: shall be $400,000,000.00, subject to reduction as provided in Section 2.8 hereof.

1.12 AMORTIZATION: the total amortization of Borrower and its Consolidated Subsidiaries as measured in accordance with GAAP.

1.13 ANNUAL OPERATING BUDGET: means the annual operating budget for Borrower and its Subsidiaries in substantially the form of, and containing substantially the same or similar information as set forth in, the Annual Operating Budget (Business Plan) for Borrower and its Subsidiaries included in the Confidential Information Memorandum dated April 1998 delivered to the Syndication Parties prior to the Closing Date.

1.14 APPLICABLE LENDING OFFICE: means, for each Syndication Party and for each type of Advance, the lending office of such Syndication Party designated as such for such type of Advance on its signature page hereof or in the applicable Syndication Acquisition Agreement or such other office of such Syndication Party as such Syndication Party may from time to time specify to the Administrative Agent and Borrower as the office by which its Advances of such type are to be made and maintained.

1.15 AUTHORIZED OFFICER: shall have the meaning set forth in Subsection 11.2.2.

1.16 BANK DEBT: all amounts owing under the Note, fees, Borrower's obligations to purchase Bank Equity Interests, Funding Losses and all interest, expenses, charges and other amounts payable by Borrower pursuant to the Loan Documents.

1.17 BANKING DAY: any day (a) other than a Saturday or Sunday and other than a day which is a Federal legal holiday or a legal holiday for banks in the States of Colorado, Minnesota, or New York, and (b) if such day relates to a borrowing of, a payment or prepayment of principal of or interest on, a continuation of or conversion into, or a LIBO Rate Period for, a LIBO Rate Loan, or a notice by Borrower with respect to any such borrowing, payment, prepayment, continuation, conversion, or LIBO

Rate Period, on which dealings in U.S. Dollar deposits are carried out in the London interbank market.

1.18 BANK EQUITY INTERESTS: shall have the meaning set forth in Article 8 hereof.

1.19 BASE RATE: a rate of interest per annum equal to the "prime rate" as published from time to time in the Eastern Edition of the WALL STREET JOURNAL as the average prime lending rate for seventy-five percent (75%) of the United States' thirty (30) largest commercial banks, or if the WALL STREET JOURNAL shall cease publication or cease publishing the "prime rate" on a regular basis, such other regularly published average prime rate applicable to such commercial banks as is acceptable to the Administrative Agent in its reasonable discretion.

1.20 BASE RATE LOANS: shall have the meaning set forth in Subsection 6.1.1.

1.21 BID: shall have the meaning set forth in Section 4.4.

1.22 BID AGENT: shall mean CoBank, ACB.

1.23 BID MATURITY DATE: shall have the meaning set forth in Section 4.3.

1.24 BID REQUEST: shall have the meaning set forth in Section 4.3.

1.25 BID RESULTS NOTICE: shall have the meaning set forth in Section 4.4.

1.26 BID RATE: shall have the meaning set forth in Section 4.4.

1.27 BID SELECTION NOTICE: shall have the meaning set forth in Section 4.5.

1.28 BORROWER'S ACCOUNT: shall mean Borrower's account #44070 at Norwest Bank Minnesota, N.A., Minneapolis, Minnesota (ABA #091000019).

1.29 BORROWER BENEFIT PLAN: means (a) any funded "employee welfare benefit plan," as that term is defined in Section 3(1) of ERISA; (b) any "multiemployer plans," as defined in Section 3(37) of ERISA; (c) any "employee pension benefit plan" as defined in Section 3(2) of ERISA; (d) any "employee benefit plan", as such term is defined in Section 3(3) of ERISA; (e) any "multiple employer plan" within the meaning of Section 413 of the Code; (f) any "multiple employer welfare arrangement" within the meaning of Section 3(40) of ERISA; (g) a "voluntary employees' beneficiary association" within the meaning of Section 501(a)(9) of the Code; (h) a "welfare benefit fund" within the meaning of Section 419 of the Code; or (i) any employee welfare benefit plan within the meaning of Section 3(1) of ERISA for the benefit of retired or former employees.

1.30 BORROWING NOTICE: shall mean a 364-Day Borrowing Notice or a 5-Year Borrowing Notice, as applicable.

1.31 CAPITAL LEASES: means any lease of property (whether real, personal or mixed) by a Person which has been or should be , in accordance with GAAP, reflected on the balance sheet of such Person as a capital lease.

1.32 CHANGE IN LAW: shall have the meaning set forth in Subsection 6.2.2.

1.33 CLOSING DATE: that date, which must occur on or before June 1, 1998, on which the Administrative Agent, the Bid Agent, the Syndication Parties, and Borrower have executed all Loan Documents to which they are parties and on which the conditions set forth in Section 11.1 of this Credit Agreement have been met.

1.34 CODE: means the Internal Revenue Code of 1986.

1.35 COMMITTED 5-YEAR ADVANCES: the principal amount of all 5-Year Facility Advances which any Syndication Party is obligated to make as a result of Borrower having made a 5-Year Borrowing Notice pursuant to Section 3.3 hereof, but which has not been funded.

1.36 COMMITTED LC REQUEST: shall have the meaning set forth in Subsection 5.1.1.

1.37 COMMITTED LETTER OF CREDIT: shall mean a letter of credit issued by the Letter of Credit Bank pursuant to the provisions of Sections 5.1 and 5.2 hereof.

1.38 COMMITTED LETTER OF CREDIT FEE: for any Committed Letter of Credit shall be an amount equal to the 5-Year Margin multiplied by (a) the face amount of such Committed Letter of Credit and (b) the number of days from, and including, the date of issuance until the expiry date, divided by 365.

1.39 COMMITTED 364-DAY ADVANCES: the principal amount of all 364-Day Facility Advances which any Syndication Party is obligated to make as a result of Borrower having made a 364-Day Borrowing Notice pursuant to Section 2.3 hereof, but which has not been funded.

1.40 COMPLIANCE CERTIFICATE: a certificate of the chief financial officer of Borrower acceptable to the Administrative Agent and in the form attached hereto as Exhibit 1.40.

1.41 CONSOLIDATED CASH FLOW: the sum of (i) earnings before income taxes of the Borrower and its Consolidated Subsidiaries calculated in accordance with GAAP plus (ii) amounts in determination of consolidated earnings before income taxes for such period, that have been deducted for (a) Consolidated Interest Expense for such period, (b) Depreciation and (c) Amortization minus the sum of (d) one-time gains, (e) extraordinary income, (f) non-cash patronage income, and (g) non-cash equity earnings in joint ventures.

1.42 CONSOLIDATED CURRENT ASSETS: the total current assets of Borrower and its Subsidiaries as measured in accordance with GAAP.

1.43 CONSOLIDATED CURRENT LIABILITIES: the total current liabilities of Borrower and its Subsidiaries as measured in accordance with GAAP.

1.44 CONSOLIDATED FUNDED DEBT: all indebtedness for borrowed money of the Borrower and its Subsidiaries, in each case maturing by its terms more than one year after, or which is renewable or extendible for a period ending one year or more after, the date of determination, and shall include Debt of such maturity created or assumed by the Borrower or any Subsidiary either directly or indirectly, including obligations of such maturity secured by liens upon property of the Borrower or its Subsidiaries and upon which such entity customarily pays the interest, and all rental payments under capitalized leases of such maturity.

1.45 CONSOLIDATED INTEREST EXPENSE: all interest expense of Borrower and its Consolidated Subsidiaries, as determined in accordance with GAAP.

1.46 CONSOLIDATED MEMBERS' AND PATRONS' EQUITY: the amount of equity accounts plus (or minus in the case of a deficit) the amount of surplus and retained earnings accounts of the Borrower and its Consolidated Subsidiaries and the minority interest in Subsidiaries, provided that the total amount of intangible assets of the Borrower and its Consolidated Subsidiaries (including, without limitation, unamortized debt discount and expense, deferred charges and goodwill) included therein shall not exceed $30,000,000 (and to the extent such intangible assets exceed $30,000,000.00, they will not be included in the calculation of Consolidated Members' and Patrons' Equity); all as determined in accordance with GAAP consistently applied, but excluding therefrom any minority interests in any Consolidated Subsidiaries without duplication of deduction if already deducted in determining retained earnings and surplus.

1.47 CONSOLIDATED SUBSIDIARY: any Subsidiary whose accounts are consolidated with those of Borrower in accordance with GAAP.

1.48 CONTRIBUTING SYNDICATION PARTIES: shall have the meaning set forth in Section 16.4.

1.49 DEBT: means as to any Person: (a) indebtedness or liability of such Person for borrowed money, or for the deferred purchase price of property or services (including trade obligations); (b) obligations of such Person as lessee under capital leases; (c) obligations of such Person arising under bankers' or trade acceptance facilities; (d) all obligations secured by a lien on property owned by such Person, whether or not the obligations have been assumed; and (e) all obligations of such Person under any agreement providing for an interest rate swap, cap, cap and floor, contingent participation or other hedging mechanisms with respect to interest payable on any of the items described in this definition.

1.50 DEFAULT INTEREST RATE: a rate of interest equal to 200 basis points in excess of the Base Rate which would otherwise be applicable on the Loan.

1.51 DELINQUENCY INTEREST: shall have the meaning set forth in Section 16.4.

1.52 DELINQUENT AMOUNT: shall have the meaning set forth in Section 16.4.

1.53 DELINQUENT SYNDICATION PARTY: shall have the meaning set forth in
Section 16.4.

1.54 DEPRECIATION: the total depreciation of Borrower and its Consolidated Subsidiaries as measured in accordance with GAAP.

1.55 ENVIRONMENTAL LAWS: the Comprehensive Environmental Response, Compensation and Liability Act of 1980 as amended, 42 U.S.C. 9601-9657 ("CERCLA") and the Resource Conservation and Recovery Act of 1976, 42 U.S.C. 6901-6987 ("RCRA").

1.56 ENVIRONMENTAL REGULATIONS: as defined in the definition of Hazardous Substances.

1.57 ERISA: shall have the meaning set forth in Section 10.10.

1.58 ERISA AFFILIATE: means any corporation or trade or business which is a member of the same controlled group of corporations (within the meaning of
Section 414(b) of the Code) as Borrower or is under common control (within the meaning of Section 414(c) of the Code) with Borrower, provided, however, that for purposes of provisions herein concerning minimum funding obligations (imposed under Section 412 of the Code or Section 302 of ERISA), the term "ERISA Affiliate" shall also include any entity required to be aggregated with Borrower under Section 414(m) or 414(o) of the Code.

1.59 EVENT OF DEFAULT: shall have the meaning set forth in Section 15.1.

1.60 EVENT OF SYNDICATION DEFAULT: shall have the meaning set forth in Subsection 16.30.1.

1.61 EXISTING CREDIT AGREEMENTS: shall mean (a) the Revolving Credit Agreement dated as of November 1, 1996 among Harvest States Cooperatives as borrower, St. Paul Bank as syndication agent and bank, and CoBank as syndication agent, administrative agent, bid agent, and bank and the other banks signatory thereto, as amended by the First Amendment to Revolving Credit Agreement dated as of October 31, 1997; (b) the Loan Agreement dated as of March 14, 1997 by and between St. Paul Bank and Cenex, Inc., as amended by the Amendment to Loan Agreement dated as of September 23, 1997, the Amendment to Loan Agreement dated as of December 31, 1997, and the Amendment to Loan Agreement dated as of March 18, 1998; (c) the Master Syndicated Loan Agreement dated as of August 28, 1995, by and between

CoBank, St. Paul Bank, and Harvest States Cooperatives, as amended and restated by the Amended and Restated Master Syndicated Loan Agreement dated as of October 28, 1996 by and between CoBank, St. Paul Bank, and Harvest States Cooperatives, and as the foregoing shall have been supplemented by the First Supplement dated as of August 28, 1995, by the St. Paul Supplement dated as of October 13, 1995 (by and between St. Paul Bank and Harvest States Cooperatives only), by the Third Supplement dated as of December 15, 1995, and by the Fourth Supplement dated as of July 25, 1997; and (d) the promissory notes, security documents, and other loan documents executed in connection with (a), (b) and (c).

1.62 EXISTING LETTERS OF CREDIT: The Letters of Credit which have been issued for the benefit of the Predecessor Companies by one or more of the Syndication Parties and which are outstanding on the Closing Date as listed on Exhibit 1.62 hereto.

1.63 FISCAL QUARTER: each three (3) month period beginning on the first day of each of the following months: September, December, March and June.

1.64 FISCAL YEAR: a year commencing on September 1 and ending on August 31.

1.65 5-YEAR AVAILABILITY PERIOD: shall mean the period from the Closing Date until the Banking Day immediately prior to the 5-Year Maturity Date.

1.66 5-YEAR BID ADVANCE: shall have the meaning set forth in Section 4.2.

1.67 5-YEAR BID LOAN: shall have the meaning set forth in Section 4.2.

1.68 5-YEAR BORROWING NOTICE: shall have the meaning set forth in
Section 3.3.

1.69 5-YEAR FACILITY: shall mean the loan facility made available to Borrower under Article 3 of this Agreement.

1.70 5-YEAR FACILITY FEE: shall have the meaning set forth in Subsection 6.5.2.

1.71 5-YEAR FACILITY NOTE: shall have the meaning set forth in Section 3.4.

1.72 5-YEAR FUNDING NOTICE: shall have the meaning set forth in Section 3.3.

1.73 5-YEAR MARGIN: the 5-Year Margin as set forth in Schedule 2 hereto.

1.74 5-YEAR MATURITY DATE: May 31, 2003.

1.75 5-YEAR PRO RATA ADVANCE: shall have the meaning set forth in Subsection 3.1.2.

1.76 FUNDED DEBT: means, with respect to any Person, at any time, all Debt of such Person in each case maturing by its terms more than one year after the date of creation thereof, or which is renewable or extendible at the option of such Person for a period ending more than one (1) year after the date of creation thereof, and shall include Debt of such maturity created or assumed by such Person either directly or indirectly, including obligations of such maturity secured by liens upon property of such Person and upon which such Person customarily pays the interest, and all obligations of such Person under Capital Leases of such maturity, and the net present value of obligations under Operating Leases as discounted by a rate which is 1.5% less than the Base Rate in effect at such time, and all obligations to reimburse the Letter of Credit Bank or any Syndication Party with respect to all Letters of Credit which support long-term debt, with expiration dates in excess of one year from the date of issuance thereof.

1.77 FUNDING LOSSES: shall have the meaning set forth in Section 7.5.

1.78 FUNDING LOSS NOTICE: shall have the meaning set forth in Section 7.5.

1.79 FUNDING SHARE: shall mean the amount of any Advance which each Syndication Party is required to fund, which shall be determined as follows: (a) for an Advance under the 364-Day Facility (other than pursuant to a Bid Advance or an Overnight Advance), the amount of such Advance multiplied by such Syndication Party's Individual 364-Day Pro Rata Share as of, but without giving effect to, such Advance; (b) for an Advance under the 5-Year Facility (other than pursuant to a Bid Advance), the amount of such Advance multiplied by such Syndication Party's Individual 5-Year Pro Rata Share as of, but without giving effect to, such Advance; (c) for an Advance under a Bid won by such Syndication Party, the amount of such Bid; and (d) for an Overnight Advance, the amount determined as provided in Section 4.7 hereof.

1.80 GAAP: generally accepted accounting principles in the United States of America, applied consistently, as in effect from time to time.

1.81 GOOD FAITH CONTEST: means the contest of an item if (a) the item is diligently contested in good faith by appropriate proceedings timely instituted, (b) either the item is (i) bonded or (ii) adequate reserves are established with respect to the contested item if and to the extent required in accordance with GAAP, (c) during the period of such contest, the enforcement of any contested item is effectively stayed, and (d) the failure to pay or comply with the contested item could not reasonably be expected to result in a Material Adverse Effect.

1.82 GOVERNMENTAL AUTHORITY: means any nation or government, any state or other political subdivision thereof, and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

1.83 HAZARDOUS SUBSTANCES: dangerous, toxic or hazardous pollutants, contaminants, chemicals, wastes, materials or substances, as defined in or governed by the provisions of any Environmental Laws or any other federal, state or local law,

statute, code, ordinance, regulation, requirement or rule relating thereto ("ENVIRONMENTAL REGULATIONS"), and also including urea formaldehyde, polychlorinated biphenyls, asbestos, asbestos-containing materials, nuclear fuel or waste, and petroleum products, or any other waste, material, substances, pollutant or contaminant which would subject an owner of property to any damages, penalties or liabilities under any applicable Environmental Regulations.

1.84 INDEMNIFIED AGENCY PARTIES: shall have the meaning set forth in
Section 16.19.

1.85 INDEMNIFIED PARTIES: shall have the meaning set forth in Section 14.1.

1.86 INDIVIDUAL COMMITMENT: shall mean with respect to any Syndication Party, its Individual 5-Year Commitment or its Individual 364-Day Commitment, as applicable.

1.87 INDIVIDUAL 5-YEAR COMMITMENT: shall mean with respect to any Syndication Party the amount shown as its Individual 5-Year Commitment on Schedule 1 hereto, subject to adjustment in the event of the sale of all or a portion of a Syndication Interest in accordance with Section 16.27 hereof, or a reduction in the Aggregate 5-Year Commitment in accordance with Section 3.8 hereof.

1.88 INDIVIDUAL 364-DAY COMMITMENT: shall mean with respect to any Syndication Party the amount shown as its Individual 364-Day Commitment on Schedule 1 hereto, subject to adjustment in the event of the sale of all or a portion of a Syndication Interest in accordance with Section 16.27 hereof, or a reduction in the Aggregate 364-Day Commitment in accordance with Section 2.8 hereof.

1.89 INDIVIDUAL 5-YEAR LENDING CAPACITY: shall mean with respect to any Syndication Party the amount at any time of its Individual 5-Year Commitment, less its Individual Outstanding 5-Year Obligations.

1.90 INDIVIDUAL 364-DAY LENDING CAPACITY: shall mean with respect to any Syndication Party the amount at any time of its Individual 364-Day Commitment, less its Individual Outstanding 364-Day Obligations.

1.91 INDIVIDUAL OUTSTANDING 5-YEAR OBLIGATIONS: shall mean with respect to any Syndication Party the total at any time, without duplication, of (a) the aggregate outstanding principal amount of all 5-Year Advances made by such Syndication Party, (b) the aggregate outstanding principal amount of all 5-Year Bid Advances made by such Syndication Party, (c) the undrawn face amount of all outstanding Negotiated Letters of Credit issued under the 5-Year Facility and as to which such Syndication Party is the Issuing Syndication Party, (d) such Syndication Party's 5-Year Pro Rata Share of the undrawn face amount of all Outstanding Committed Letters of Credit issued under the 5-Year Facility determined at the time of issuance; and (e) all of such Syndication Party's Committed 5-Year Advances.

1.92 INDIVIDUAL OUTSTANDING 364-DAY OBLIGATIONS: shall mean with respect to any Syndication Party the total at any time, without duplication, of
(a) the aggregate outstanding principal amount of all 364-Day Advances made by such Syndication Party (including, without duplication, Overnight Advances made by such Syndication Party in its capacity as an Overnight Lender), (b) the aggregate outstanding principal amount of all 364-Day Bid Advances made by such Syndication Party, (c) the undrawn face amount of all outstanding Negotiated Letters of Credit issued under the 364-Day Facility and as to which such Syndication Party is the Issuing Syndication Party, (d) such Syndication Party's 364-Day Pro Rata Share of the undrawn face amount of all Outstanding Committed Letters of Credit issued under the 364-Day Facility determined at the time of issuance, and (e) all of such Syndication Party's Committed 364-Day Advances.

1.93 INDIVIDUAL 5-YEAR PRO RATA SHARE: shall mean with respect to any Syndication Party a fraction, expressed as a percentage (rounded to 8 decimal points), where the numerator is such Syndication Party's Individual 5-Year Commitment less such Syndication Party's Individual Outstanding 5-Year Obligations; and the denominator is the Aggregate 5-Year Commitment less the sum of the Individual Outstanding 5-Year Obligations of all of the Syndication Parties, determined (a) in the case of LIBO Rate Loans, at 12:00 noon (Central time) on the Banking Day Borrower delivers a 5-Year Borrowing Notice pursuant to which Borrower requests such LIBOR Loan, and (b) in all other cases, 12:00 noon (Central time) on the Banking Day Borrower delivers a 5-Year Borrowing Notice or requests a Letter of Credit under the 5-Year Facility.

1.94 INDIVIDUAL 364-DAY PRO RATA SHARE: shall mean with respect to any Syndication Party a fraction, expressed as a percentage (rounded to 8 decimal points), where the numerator is such Syndication Party's Individual 364-Day Commitment less such Syndication Party's Individual Outstanding 364-Day Obligations; and the denominator is the Aggregate 364-Day Commitment less the sum of the Individual Outstanding 364-Day Obligations of all of the Syndication Parties, determined (a) in the case of LIBO Rate Loans, at 12:00 noon (Central time) on the Banking Day Borrower delivers a 364-Day Borrowing Notice pursuant to which Borrower requests such LIBOR Loan, and (b) in all other cases, 12:00 noon (Central time) on the Banking Day Borrower delivers a 364-Day Borrowing Notice or a Bid Request or requests a Letter of Credit under the 364-Day Facility.

1.95 INVESTMENT: means, with respect to any Person, (a) any loan or advance by such Person to any other Person, (b) the purchase or other acquisition by such Person of any capital stock, obligations or securities of, or any capital contribution to, or investment in, or the acquisition by such Person of all or substantially all of the assets of, or any interest in, any other Person, (c) any performance or standby letter of credit where (i) that Person has the reimbursement obligation to the issuer, and (ii) the proceeds of such letter of credit are to be used for the benefit of any other Person, (d) the agreement by such Person to make funds available for the benefit of another Person to either cover cost overruns incurred in connection with the construction of a project or

facility, or to fund a debt service reserve account, (e) the agreement by such Person to assume, guarantee, endorse or otherwise be or become directly or contingently responsible or liable for the obligations or Debts of any other Person (other than by endorsement for collection in the ordinary course of business), (f) an agreement to purchase any obligations, stocks, assets, goods or services but excluding an agreement to purchase any assets, goods or services entered into in the ordinary course of business, (g) an agreement to supply or advance any funds, assets, goods or services, or (h) an agreement to maintain or cause such Person to maintain a minimum working capital or net worth or otherwise to assure the creditors of any Person against loss.

1.96 ISSUING SYNDICATION PARTY: shall have the meaning set forth in
Section 5.3.

1.97 LETTERS OF CREDIT: shall mean collectively all Committed Letters of Credit, and all Negotiated Letters of Credit, outstanding at any time.

1.98 LETTER OF CREDIT BANK: shall mean CoBank, ACB.

1.99 LIBO RATE: the rate for deposits in U.S. dollars with maturities comparable to the selected LIBO Rate Period that appears on the display designated as Page "3750" of the Telerate Service (or such other Page as may replace the 3750 Page of that service or, if the Telerate Service shall cease displaying such rates, as published by such other service or services as may be nominated by the British Bankers' Association for the purpose of displaying London Interbank Offered Rates for U.S. Dollar deposits or, if none, the comparable reference on the Reuters Screen LIBOR Page or such other quotation service as may be chosen by the Administrative Agent), determined effective as of 1:00 P.M. (Eastern Standard Time) on the day which is two (2) Banking Days prior to the first day of each LIBO Rate Period, reserve adjusted basis for Regulation D on a demonstrated basis, with such rate modified by adding the 364-Day Margin or the 5-Year Margin, depending on whether the LIBO Rate Loan is being made under the 364-Day Facility or the 5-Year Facility respectively.

1.100 LIBO RATE LOAN: shall have the meaning set forth in Subsection 6.1.2.

1.101 LIBO RATE PERIOD: shall have the meaning set forth in Subsection 6.1.2.

1.102 LIBO REQUEST: shall have the meaning set forth in Subsection 6.1.2.

1.103 LICENSING LAWS: shall have the meaning set forth in Section 10.4.

1.104 LIEN: means with respect to any asset any mortgage, deed of trust, pledge, security interest, hypothecation, assignment for security purposes, encumbrance, lien (statutory or other), or other security agreement or charge, or encumbrance of any kind or nature whatsoever (including, without limitation, any conditional sale, Capital Lease or other title retention agreement related to such asset).

1.105 LOANS: shall mean, collectively, all Bid Rate Advances, all Base Rate Loans, all LIBO Rate Loans, and all Overnight Loans outstanding at any time.

1.106 This Section intentionally left blank.

1.107 LOAN DOCUMENTS: this Credit Agreement and the Notes.

1.108 MATERIAL ADVERSE EFFECT: means: (a) a material adverse effect on the financial condition, results of operation, business or property of Borrower; or (b) a material adverse effect on the ability of Borrower to perform its obligations under this Credit Agreement and the other Loan Documents.

1.109 MATERIAL AGREEMENTS: all agreements of Borrower, the termination or breach of which, based upon Borrower's knowledge as of the date of making any representation with respect thereto, would have a Material Adverse Effect.

1.110 MERGER: means the combination, by merger, of the two Predecessor Companies in accordance with (a) the Transaction Agreement between them dated as of January 29, 1998, (b) the Plan of Combination dated as of February 2, 1998, and (c) the Articles of Merger adopted and executed by each of the Predecessor Companies, with Borrower being the surviving corporation.

1.111 MULTIEMPLOYER PLAN: means a Plan defined as such in Section 3(37) of ERISA.

1.112 NEGOTIATED LC REQUEST: shall have the meaning set forth in Subsection 5.1.2.

1.113 NEGOTIATED LETTER OF CREDIT: shall mean a letter of credit issued by a Syndication Party pursuant to the provisions of Sections 5.1 and 5.3 hereof and shall include all Existing Letters of Credit as to which such Syndication Party was the Issuing Syndication Party.

1.114 NOTE OR NOTES: the promissory notes executed by Borrower pursuant to Sections 2.4 and 3.4 hereof, and all amendments, renewals, substitutions and extensions thereof.

1.115 OPERATING LEASE: means any lease of property (whether real, personal or mixed) by a Person under which such Person is lessee, other than a Capital Lease.

1.116 ORGANIZATION DOCUMENTS: in the case of a corporation, its articles or certificate of incorporation and bylaws; in the case of a partnership, its partnership agreement and certificate of limited partnership, if applicable; in the case of a limited liability company, its articles of organization and its operating agreement.

1.117 OVERNIGHT ADVANCE: shall have the meaning set forth in Section 4.7.

1.118 OVERNIGHT ADVANCE REQUEST: shall have the meaning set forth in
Section 4.7.

1.119 OVERNIGHT FUNDING COMMITMENT: shall mean $20,000,000.00.

1.120 OVERNIGHT LENDER: shall mean CoBank.

1.121 OVERNIGHT MATURITY DATE: shall have the meaning set forth in
Section 4.7.

1.122 OVERNIGHT RATE: shall have the meaning set forth in Section 4.7.

1.123 PAYMENT ACCOUNT: shall have the meaning set forth in Section 16.10.

1.124 PAYMENT DISTRIBUTION: shall have the meaning set forth in Section 16.10.

1.125 PBGC: shall have the meaning set forth in Section 10.10.

1.126 PERMITTED ENCUMBRANCE: shall have the meaning set forth in
Section 10.12.

1.127 PERSON: any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, corporation, limited liability company, cooperative association, institution, or government or governmental agency (whether national, federal, state, provincial, country, city, municipal or otherwise, including without limitation, and instrumentality, division, agency, body or department thereof), or other entity.

1.128 PLAN: means any plan, agreement, arrangement or commitment which is an employee benefit plan, as defined in Section 3(3) of ERISA, maintained by Borrower or any Subsidiary or any ERISA Affiliate or with respect to which Borrower or any Subsidiary or any ERISA Affiliate at any relevant time has any liability or obligation to contribute.

1.129 POTENTIAL DEFAULT: any event, other than an event described in
Section 15.1(a) hereof, which with the giving of notice or lapse of time, or both, would become an Event of Default.

1.130 PREDECESSOR COMPANIES: shall mean Harvest States Cooperatives and Cenex, Inc.

1.131 PROHIBITED TRANSACTION: means any transaction prohibited under
Section 406 of ERISA or Section 4975 of the Code.

1.132 REGULATORY CHANGE: shall have the meaning set forth in Section 17.12.

1.133 REPORTABLE EVENT: means any of the events set forth in Section 4043(b) of ERISA or in the regulations thereunder.

1.134 REQUESTED 5-YEAR ADVANCE: shall mean the amount of Advance requested by Borrower in any 5-Year Borrowing Notice.

1.135 REQUESTED 364-DAY ADVANCE: shall mean the amount of Advance requested by Borrower in any 364-Day Borrowing Notice.

1.136 REQUIRED LENDERS: shall mean (a) with respect to the 364-Day Facility, Syndication Parties whose Individual 364-Day Commitments constitute sixty-six and two-thirds percent (66 2/3%) of the Aggregate 364-Day Commitment, and (b) with respect to the 5-Year Facility, Syndication Parties whose Individual 5-Year Commitments constitute sixty-six and two-thirds percent (66 2/3%) of the Aggregate 5-Year Commitment; provided that in the case of either
(a) or (b), the number of Syndication Parties which constitute the Required Lenders must be no fewer than three (3) even if fewer than three (3) would constitute sixty-six and two-thirds percent (66 2/3%) of the Aggregate 364-Day Commitment or Aggregate 5-Year Commitment, as applicable.

1.137 REQUIRED LICENSE: shall have the meaning set forth in Section 10.09.

1.138 RESTRICTED SUBSIDIARY: shall mean those Subsidiaries identified on Exhibit 1.138 hereto, as it may be amended from time to time with the prior written consent of Borrower, the Administrative Agent and the Required Lenders.

1.139 SUBSIDIARY: means with respect to any Person: (a) any corporation in which such Person, directly or indirectly, (i) owns fifty percent (50%) or more of the outstanding stock thereof, or (ii) has the power under ordinary circumstances to elect at least a majority of the directors thereof, or (b) any partnership, association, joint venture, limited liability company, or other unincorporated organization or entity with respect to which such Person, directly or indirectly, owns an equity interest in an amount sufficient to control the management thereof.

1.140 SUCCESSOR AGENT: such Person as may be appointed as successor to the rights and duties of the Administrative Agent as provided in Section 16.22 of this Credit Agreement.

1.141 SUPER MAJORITY LENDERS: shall have the meaning set forth in
Section 16.22.

1.142 SYNDICATION ACQUISITION AGREEMENT: shall have the meaning set forth in Section 16.27.

1.143 SYNDICATION INTEREST: shall have the meaning set forth in Section 16.1.

1.144 SYNDICATION PARTIES: shall mean those entities listed on Schedule 1 hereto, including CoBank and St. Paul Bank in their roles as a lenders hereunder, but not in their roles as Co-Syndication Agents, the Administrative Agent, and/or the Bid Agent, as applicable, hereunder, and such Persons as shall from time to time execute a Syndication Acquisition Agreement substantially in the form of Exhibit 16.27 hereto signifying their election to purchase all or a portion of the Syndication Interest of any Syndication Party, in accordance with
Section 16.27 hereof, and to become a Syndication Party hereunder.

1.145 SYNDICATION PARTY ADVANCE DATE: shall have the meaning set forth in Section 16.2.

1.146 TERM LOAN CREDIT AGREEMENT: shall mean that certain Credit Agreement (Term Loan) dated as of June 1, 1998 by and between Borrower and St. Paul Bank, as administrative agent for all syndication parties thereunder, and as a syndication party thereunder, CoBank, and the other syndication parties set forth on the signature pages thereto.

1.147 364-DAY AVAILABILITY PERIOD: shall mean the period from the Closing Date until the Banking Day immediately prior to the 364-Day Maturity Date.

1.148 364-DAY BID ADVANCE: shall have the meaning set forth in Section 4.1.

1.149 364-DAY BID LOAN: shall have the meaning set forth in Section 4.1.

1.150 364-DAY BORROWING NOTICE: shall have the meaning set forth in
Section 2.3.

1.151 364-DAY FACILITY: shall mean the loan facility made available to Borrower under Article 2 of this Agreement.

1.152 364-DAY FACILITY FEE: shall have the meaning set forth in Subsection 6.5.1.

1.153 364-DAY FACILITY NOTE(S): shall have the meaning set forth in
Section 2.4.

1.154 364-DAY FUNDING NOTICE: shall have the meaning set forth in
Section 2.3.

1.155 364-DAY MARGIN : the 364-Day Margin as set forth in Schedule 2 hereto.

1.156 364-DAY MATURITY DATE: May 31, 1999.

1.157 364-DAY PRO RATA ADVANCE: shall have the meaning set forth in Subsection 2.1.2.

1.158 TRANSFER: shall have the meaning set forth in Section 16.27.

1.159 WIRE INSTRUCTIONS: shall have the meaning set forth in Section 16.29.

ARTICLE 2. 364-DAY FACILITY

2.1 364-DAY FACILITY LOAN. On the terms and conditions set forth in this Credit Agreement, and so long as no Event of Default or Potential Default has occurred (or if an Event of Default has occurred, it has been waived in writing by the Administrative Agent), each of the Syndication Parties severally agrees, to make Advances under the 364-Day Facility from time to time during the 364-Day Facility Availability Period, subject to the following:

2.1.1 INDIVIDUAL SYNDICATION PARTY 364-DAY COMMITMENT. No Syndication Party shall be required or permitted to make Advances under the 364-Day Facility which would exceed its Individual 364-Day Lending Capacity as in effect at the time of the Administrative Agent's receipt of the 364-Day Borrowing Notice requesting such Advance.

2.1.2 INDIVIDUAL SYNDICATION PARTY 364-DAY PRO RATA SHARE. No Syndication Party shall be required or permitted to make Advances under the 364-Day Facility ("364-DAY PRO RATA ADVANCE") in excess of an amount equal to its Individual 364-Day Pro Rata Share multiplied by the amount of the requested 364-Day Pro Rata Advance. Each Syndication Party severally agrees to fund its Individual 364-Day Pro Rata Share of each 364-Day Advance, except as provided in
Section 4.7 hereof regarding Overnight Loans and in Article 4 hereof regarding 364-Day Bid Advances.

2.2 AGGREGATE 364-DAY COMMITMENT. Borrower shall not be entitled to request a 364-Day Pro Rata Advance in an amount which, when added to the aggregate Individual Outstanding 364-Day Obligations of all Syndication Parties, would exceed the Aggregate 364-Day Commitment.

2.3 364-DAY BORROWING NOTICE; FUNDING NOTICE. Borrower shall give the Administrative Agent prior written notice by facsimile (effective upon receipt) of each request for a 364-Day Pro Rata Advance (a) in the case of a Base Rate Loan, on or before 11:00 A.M. (Central time) on the day of making such Base Rate Loan, and (b) in the case of a LIBO Rate Loan, on or before 11:00 A.M. (Central time) at least three (3) Banking Days prior to the date of making such LIBO Rate Loan. Each notice must be in substantially the form of Exhibit 2.3 hereto ("364-DAY BORROWING NOTICE") and must specify (w) the amount of such Advance,
(x) the proposed date of making such Advance, (y) whether Borrower requests that the Advance will bear interest at (i) the Base Rate or (ii) the LIBO Rate, and
(z) in the case of a LIBO Rate Loan, the initial LIBO Rate Period applicable thereto. The Administrative Agent shall, on or before 12:00 noon (Central time) of the same Banking Day, notify each Syndication Party ("364-DAY FUNDING NOTICE") of its receipt of each such 364-Day Borrowing Notice and the amount of such Syndication Party's Funding Share thereunder. Not later than 2:00 P.M.

(Central time) on the date of a 364-Day Pro Rata Advance, each Syndication Party will make available to the Administrative Agent at the Administrative Agent's Office, in immediately available funds, such Syndication Party's Funding Share of such Advance. After the Administrative Agent's receipt of such funds, but not later than 3:00 P.M. (Central time), and upon fulfillment of the applicable conditions set forth in Article 11 hereof, the Administrative Agent will make such Advance available to Borrower, in immediately available funds, and will transmit such funds by wire transfer to Borrower's Account.

2.4 364-DAY FACILITY PROMISSORY NOTES. Borrower's obligations to each Syndication Party under the 364-Day Facility, including Borrower's payment obligations with respect to all 364-Day Pro Rata Advances made by such Syndication Party, all Overnight Advances made by the Overnight Lenders, and all 364-Day Bid Advances made by each Syndication Party shall be evidenced by, and repaid with interest in accordance with, a single promissory note of Borrower in substantially the form of Exhibit 2.4 hereto duly completed, in the stated maximum principal amount equal to such Syndication Party's Individual 364-Day Facility Commitment, dated the date such Syndication Party becomes a Syndication Party, payable to such Syndication Party for the account of its Applicable Lending Office, and maturing as to principal on the 364-Day Maturity Date (each a "364-DAY FACILITY NOTE" and collectively, the "364-DAY FACILITY NOTES").

2.5 SYNDICATION PARTY RECORDS. Each Syndication Party shall record on its books and records the amount of each Advance (including Overnight Advances with respect to those Syndication Parties which are also Overnight Lenders) and any unreimbursed obligations to such Syndication Party with respect to payments by such Syndication Party under Negotiated Letters of Credit issued by such Syndication Party hereunder, the rate and interest period applicable thereto, all payments of principal and interest, and the principal balance from time to time outstanding. Each Syndication Party's record thereof shall be prima facie evidence as to all such amounts and shall be binding on Borrower absent manifest error. Notwithstanding the foregoing, Borrower will never be required to pay to any Syndication Party as principal more than the principal amount of the Loans made by such Syndication Party and any unreimbursed obligations to such Syndication Party with respect to payments by such Syndication Party under Negotiated Letters of Credit issued by such Syndication Party.

2.6 USE OF PROCEEDS. The proceeds of the 364-Day Loans will be used by Borrower for refinancing the revolving credit indebtedness owed by the Predecessor Companies under the Existing Credit Agreements and existing on the Closing Date, to fund working capital requirements, for general corporate purposes, and to support the issuance of Letters of Credit, and Borrower agrees not to request or use such proceeds for any other purpose. Borrower will not, directly or indirectly, use any part of such proceeds for the purpose of purchasing or carrying any margin stock within the meaning of Regulation U of the Board of Governors or to extend credit to any Person for the purpose of purchasing or carrying any such margin stock.

2.7 SYNDICATION PARTY FUNDING FAILURE. The failure of any Syndication Party to make any requested 364-Day Pro Rata Advance or 364-Day Bid Advance to be made by it on the date specified for such Advance shall not relieve any other Syndication Party of its obligation (if any) to make any Advance on such date, but, except as provided in Sections 4.8 and 4.9 hereof, no Syndication Party shall be responsible for the failure of any other Syndication Party to make any Advance to be made by such other Syndication Party.

2.8 REDUCTION OF AGGREGATE 364-DAY COMMITMENT. Borrower may, by written facsimile notice to the Administrative Agent on or before 10:00 A.M. (Central time) on any Banking Day, irrevocably reduce the Aggregate 364-Day Commitment; provided that (a) such reduction must be in multiples of one-million dollars ($1,000,000.00), and (b) Borrower must simultaneously make any principal payment necessary (along with any applicable Funding Losses on account of such principal payment) so that (i) the principal amount outstanding under the 364-Day Facility does not exceed the reduced Aggregate 364-Day Commitment on the date of such reduction, and (ii) the Individual Outstanding 364-Day Obligations owing to any Syndication Party do not exceed the Individual 364-Day Commitment of that Syndication Party (after reduction thereof in accordance with the following sentence). In the event the Aggregate 364-Day Commitment is reduced as provided in the preceding sentence, then the Individual 364-Day Commitment of each Syndication Party shall be reduced in the same proportion as the Individual 364-Day Commitment of such Syndication Party bears to the Aggregate 364-Day Commitment before such reduction.

ARTICLE 3. 5-YEAR FACILITY

3.1 5-YEAR FACILITY LOAN. On the terms and conditions set forth in this Credit Agreement, and so long as no Event of Default or Potential Default has occurred (or if an Event of Default has occurred, it has been waived in writing by the Administrative Agent), each of the Syndication Parties severally agrees, to make Advances under the 5-Year Facility from time to time during the 5-Year Facility Availability Period, subject to the following:

3.1.1 INDIVIDUAL SYNDICATION PARTY 5-YEAR COMMITMENT. No Syndication Party shall be required or permitted to make Advances under the 5-Year Facility which would exceed its Individual 5-Year Lending Capacity as in effect at the time of the Administrative Agent's receipt of the 5-Year Borrowing Notice requesting such Advance.

3.1.2 INDIVIDUAL SYNDICATION PARTY 5-YEAR PRO RATA SHARE. No Syndication Party shall be required or permitted to make Advances under the 5-Year Facility ("5-YEAR PRO RATA ADVANCE") in excess of an amount equal to its Individual 5-Year Pro Rata Share multiplied by the amount of the requested 5-Year Pro Rata Advance. Each Syndication Party severally agrees to fund its Individual 5-Year Pro Rata Share of each 5-Year Pro Rata Advance, except as provided in Article 4 hereof regarding 5-Year Bid Advances.

3.2 AGGREGATE 5-YEAR COMMITMENT. Borrower shall not be entitled to request a 5-Year Pro Rata Advance in an amount which, when added to the aggregate Individual Outstanding 5-Year Obligations of all Syndication Parties, would exceed the Aggregate 5-Year Commitment.

3.3 5-YEAR BORROWING NOTICE. Borrower shall give the Administrative Agent prior written notice by facsimile (effective upon receipt) of each request for a 5-Year Pro Rata Advance (a) in the case of a Base Rate Loan, on or before 11:00 A.M. (Central time) on the day of making such Base Rate Loan, and (b) in the case of a LIBO Rate Loan, on or before 11:00 A.M. (Central time) at least three (3) Banking Days prior to the date of making such LIBO Rate Loan. Each notice must be in substantially the form of Exhibit 3.3 hereto ("5-YEAR BORROWING NOTICE") and must specify (w) the amount of such Advance, (x) the proposed date of making such Advance, (y) whether Borrower requests that the Advance will bear interest at (i) the Base Rate or (ii) the LIBO Rate, and (z) in the case of a LIBO Rate Loan, the initial LIBO Rate Period applicable thereto. The Administrative Agent shall, on or before 12:00 noon (Central time) of the same Banking Day, notify each Syndication Party ("5-YEAR FUNDING NOTICE") of its receipt of each such 5-Year Borrowing Notice and the amount of such Syndication Party's Funding Share thereunder. Not later than 2:00 P.M. (Central time) on the date of a 5-Year Pro Rata Advance, each Syndication Party will make available to the Administrative Agent at the Administrative Agent's Office, in immediately available funds, such Syndication Party's Funding Share of such Advance. After the Administrative Agent's receipt of such funds, but not later than 3:00 P.M. (Central time), and upon fulfillment of the applicable conditions set forth in Article 11, the Administrative Agent will make such Advance available to Borrower, in immediately available funds, and will transmit such funds by wire transfer to Borrower's Account.

3.4 5-YEAR FACILITY PROMISSORY NOTES. Borrower's obligations to each Syndication Party under the 5-Year Facility, including Borrower's payment obligations with respect to all 5-Year Facility Advances made by each Syndication Party shall be evidenced by, and repaid with interest in accordance with, a single promissory note of Borrower in substantially the form of Exhibit 3.4 hereto duly completed, in the stated maximum principal amount equal to such Syndication Party's Individual 5-Year Facility Commitment, dated the date such Syndication Party becomes a Syndication Party, payable to such Syndication Party for the account of its Applicable Lending Office, and maturing as to principal on the 5-Year Maturity Date (each a "5-YEAR FACILITY NOTE" and collectively, the "5-YEAR FACILITY NOTES").

3.5 SYNDICATION PARTY RECORDS. Each Syndication Party shall record on its books and records the amount of each Advance and any unreimbursed obligations to such Syndication Party with respect to payments by such Syndication Party under Letters of Credit issued by such Syndication Party made by it hereunder, the rate and interest period applicable thereto, all payments of principal and interest, and the principal balance from time to time outstanding. The Syndication Party's record thereof shall be prima facie evidence as to all such amounts and shall be binding on Borrower absent manifest error. Notwithstanding the foregoing, Borrower will never be required

to pay as principal more than the principal amount of the Loans made by the Syndication Parties and any unreimbursed obligations to such Syndication Party with respect to payments by such Syndication Party under Letters of Credit issued by such Syndication Party.

3.6 USE OF PROCEEDS. The proceeds of the 5-Year Loans will be used by Borrower for refinancing the revolving credit indebtedness owed by the Predecessor Companies under the Existing Credit Agreements and existing on the Closing Date, to fund working capital requirements, for general corporate purposes, and to support the issue of Letters of Credit, and Borrower agrees not to request or use such proceeds for any other purpose. Borrower will not, directly or indirectly, use any part of such proceeds for the purpose of purchasing or carrying any margin stock within the meaning of Regulation U of the Board of Governors or to extend credit to any Person for the purpose of purchasing or carrying any such margin stock.

3.7 SYNDICATION PARTY FUNDING FAILURE. The failure of any Syndication Party to make any requested 5-Year Pro Rata Advance or 5-Year Bid Advance to be made by it on the date specified for such Advance shall not relieve any other Syndication Party of its obligation (if any) to make any Advance on such date, but, except as provided in Sections 4.8 and 4.9 hereof, no Syndication Party shall be responsible for the failure of any other Syndication Party to make any Advance to be made by such other Syndication Party.

3.8 REDUCTION OF AGGREGATE 5-YEAR COMMITMENT. Borrower may, by written facsimile notice to the Administrative Agent on or before 10:00 A.M. (Central time) on any Banking Day, irrevocably reduce the Aggregate 5-Year Commitment; provided that (a) such reduction must be in multiples of one-million dollars ($1,000,000.00), and (b) Borrower must simultaneously make any principal payment necessary (along with any applicable Funding Losses on account of such principal payment) so that (i) the principal amount outstanding under the 5-Year Facility does not exceed the reduced Aggregate 5-Year Commitment on the date of such reduction, and (ii) the Individual Outstanding 5-Year Obligations owing to any Syndication Party do not exceed the Individual 5-Year Commitment of that Syndication Party (after reduction thereof in accordance with the following sentence). In the event the Aggregate 5-Year Commitment is reduced as provided in the preceding sentence, then the Individual 5-Year Commitment of each Syndication Party shall be reduced in the same proportion as the Individual 5-Year Commitment of such Syndication Party bears to the Aggregate 5-Year Commitment before such reduction.

ARTICLE 4. BID RATE FACILITY

4.1 364-DAY FACILITY BID RATE LOANS. Subject to the terms and conditions of this Agreement, including the procedures set forth in Article 4 hereof, and so long as no Event of Default or Potential Default has occurred (or if an Event of Default has occurred, it has been waived in writing by the Administrative Agent), each Syndication Party may in its sole discretion make Advances (each Advance made by a Syndication

Party pursuant to this Section a "364-DAY BID ADVANCE" and the total of such Advances made by the Syndication Parties the "364-DAY BID LOANS") to Borrower from time to time during the 364-Day Facility Availability Period, provided that:

4.1.1 INDIVIDUAL 364-DAY COMMITMENT. No Syndication Party shall be permitted to make a 364-Day Bid Rate Advance under the 364-Day Facility which, when added to its aggregate Individual Outstanding 364-Day Obligations, would exceed such Syndication Party's Individual 364-Day Commitment.

4.1.2 AGGREGATE 364-DAY COMMITMENT. Borrower may not make a 364-Day Bid Request in an amount which, when added to the aggregate Individual Outstanding 364-Day Obligations of all Syndication Parties, would exceed the Aggregate 364-Day Commitment.

4.1.3 AMOUNTS. Each 364-Day Bid Request shall be in an amount at least equal to five million dollars ($5,000,000) and in integral multiples of one million dollars ($1,000,000), and each 364-Day Bid shall be in an amount at least equal to one million dollars ($1,000,000) or the amount remaining under its 364-Day Individual Commitment, if less. Each 364-Day Bid Advance made by a Syndication Party will be in the amount of its Bids, or portions thereof, that are accepted by Borrower in accordance with Section 4.5 hereof.

4.2 5-YEAR FACILITY BID RATE LOANS. Subject to the terms and conditions of this Agreement, including the procedures set forth in Article 4 hereof, each Syndication Party may in its sole discretion make Advances (each Advance made by a Syndication Party pursuant to this Section a "5-YEAR BID ADVANCE" and the total of such Advances made by the Syndication Parties the "5-YEAR BID LOANS") to Borrower from time to time during the 5-Year Facility Availability Period, provided that:

4.2.1 INDIVIDUAL 5-YEAR COMMITMENT. No Syndication Party shall be permitted to make a 5-Year Bid Rate Advance under the 5-Year Facility which, when added to its aggregate Individual Outstanding 5-Year Obligations, would exceed such Syndication Party's Individual 5-Year Commitment.

4.2.2 AGGREGATE 5-YEAR COMMITMENT. Borrower may not make a 5-Year Bid Request in an amount which, when added to the aggregate Individual Outstanding 5-Year Obligations of all Syndication Parties, would exceed the Aggregate 5-Year Commitment.

4.2.3 AMOUNTS. Each 5-Year Bid Request shall be in an amount at least equal to five million dollars ($5,000,000) and in integral multiples of one million dollars ($1,000,000), and each 5-Year Bid shall be in an amount at least equal to one million dollars ($1,000,000) or the amount remaining under its 5-Year Individual Commitment, if less. Each 5-Year Bid Advance made by a Syndication Party will be in the amount of its Bids, or portions thereof, that are accepted by Borrower in accordance with Section 4.5 hereof.

4.3 BID REQUEST. No more frequently than once each Banking Day, Borrower may request offers from all Syndication Parties which have an Individual Commitment in the Facility under which the offers are being requested, acting severally and not jointly, to make Bid Advances under such Facility by giving the Bid Agent notice by facsimile (effective upon receipt), substantially in the form of Exhibit 4.3 hereto ("BID REQUEST") on or before 9:00 A.M. (Central time) on the Banking Day the proposed Bid Loan is to be made. By 9:30 A.M. (Central time) of the same Banking Day, the Bid Agent shall send to all of the Syndication Parties eligible to receive a Bid Request by facsimile transmission a copy of such Bid Request. Each Bid Request must specify (a) the Facility under which the offers are being requested, (b) the total amount of such requested Bid Advances, (c) the individual amount of each requested Bid Advance with a different proposed Bid Maturity Date, (d) the proposed Banking Day of making such Bid Advance (which shall be the same Banking Day on which the Bid Request is submitted), and (e) the proposed maturity dates for such Bid Advances ("BID MATURITY DATE") which must be Banking Days and which must not extend beyond the 364-Day Maturity Date or the 5-Year Maturity Date, as applicable. Borrower may request offers to make more than one Bid Loan (up to a maximum of 5 Bid Loans in a single Bid Request for each of the two Facilities), each with a different Bid Maturity Date, in a single Bid Request.

4.4 BID PROCEDURE. Each Syndication Party with an Individual Commitment in the Facility under which the Bid Request is made may, in its sole discretion, submit to the Bid Agent a written quote, substantially in the form of Exhibit 4.4 hereto ("BID"), containing an offer or offers to make one or more Bid Advances in a specified amount or amounts in response to such Bid Request (and may elect to bid with respect to any or all Bid Advances with different Bid Maturity Dates specified in the Bid Request); provided, however, each Syndication Party is limited to one Bid submission per Bid Request (which may cover more than one Bid Maturity Date). Each Bid Quote for CoBank and/or St. Paul Bank may be submitted by CoBank. A Bid may set forth offers for up to five
(5) separate Bid Rates for each of the applicable Bid Advances, provided that each Bid shall specify the aggregate principal amount of Bid Advances for all Bid Maturity Dates that the Syndication Party submitting such Bid is willing to make at the interest rate or rates specified in such Bid (each a "BID Rate") pursuant to such Bid. Each Bid by a Syndication Party (other than by the Bid Agent acting in its capacity as a Syndication Party) must be submitted to the Bid Agent by facsimile not later than 10:15 A.M. (Central time) on the same Banking Day. Each Bid made by the Bid Agent in its capacity as a Syndication Party must be finalized not later than 10:00 A.M. (Central time) on the same Banking Day. Each Bid shall be irrevocable. The Bid Agent shall disregard a Bid if it (a) is not substantially in conformity with Exhibit 4.4 hereto, (b) contains qualifying or conditional language, (c) proposes terms other than or in addition to those set forth in the applicable Bid Request, or (d) arrives after the applicable time set forth in this Section. By 10:30 A.M. (Central time) on the same Banking Day, the Bid Agent shall send copies of all Bids to Borrower by facsimile ("BID RESULTS NOTICE").

4.5 BID ACCEPTANCE PROCEDURE. Not later than 11:00 A.M. (Central time) on the same Banking Day, Borrower shall provide to the Bid Agent by facsimile notice, in the form of Exhibit 4.5 hereto, of its acceptance or rejection of each of the Bids submitted to Borrower by the Bid Results Notice ("BID SELECTION NOTICE"). In the case of each acceptance the Bid Selection Notice shall specify the aggregate principal amount of Bid Advances for each of the Bids that are accepted. Regardless of the amounts or interest rates bid by any Syndication Party, Borrower may accept or decline any Bid in whole or in part, provided that
(a) the aggregate principal amount of Bid Advances accepted may not exceed the applicable amount set forth in the related Bid Request, and (b) Borrower may not accept any offer that fails to comply with this Article 4. Bids not accepted by 11:00 A.M. will be irrevocably deemed to have been rejected by Borrower. No later than 12:00 noon (Central time) on the same Banking Day, the Bid Agent shall send, by facsimile, a copy of such Bid Selection Notice to the Administrative Agent and each Syndication Party which submitted a Bid.

4.6 BID LOAN FUNDING. Not later than 2:00 P.M. (Central time) on the same Banking Day, each Syndication Party that is to make one or more Bid Advances in accordance with the Bid Selection Notice will make available to the Administrative Agent at the Administrative Agent's Office, in immediately available funds, an amount sufficient to fund such Bid Advances. After the Administrative Agent's receipt of such funds, but not later than 3:00 P.M. (Central time), and upon fulfillment of the applicable conditions set forth in Article 11 hereof, the Administrative Agent will make the proceeds of such Bid Advances available to Borrower, in immediately available funds, and will transmit such funds by wire transfer to Borrower's Account.

4.7 OVERNIGHT ADVANCES. In addition to Borrower's right to request 364-Day Bid Advances under Section 4.1 hereof, Borrower may, subject to the terms and conditions of this Section, at any time before 2:30 P.M. (Central time) on a Banking Day, request the Overnight Lender to make an Advance to Borrower under the 364-Day Facility on the same Banking Day ("OVERNIGHT ADVANCE") in accordance with the provisions of this Section. Each Banking Day by 10:30 A.M. (Central time) the Overnight Lender shall notify Borrower of the interest rate ("OVERNIGHT RATE") that it will charge on all Overnight Advances made that Banking Day. Borrower's request ("OVERNIGHT ADVANCE REQUEST") may be made orally or in writing by facsimile (if orally, shall be confirmed in writing on the same Banking Day), must be directed to the Overnight Lender, and must specify (a) the amount of such Advance, (b) and the date when such Overnight Advance will be due and payable ("OVERNIGHT MATURITY DATE"), which may not be later than the fifth Banking Day thereafter. If Borrower submits an Overnight Advance Request, the Overnight Lender shall promptly, but not later than 3:30 P.M. on the same Banking Day, fund such Overnight Advance. Each Overnight Advance shall bear interest at the applicable Overnight Rate and shall be payable in full, including interest, on the Overnight Maturity Date applicable to such Overnight Advance. Such payment may, at Borrower's discretion, and subject to the conditions of this Credit Agreement, be made by an Advance under the 364-Day Facility or under the 5-Year Facility, as applicable. Overnight Advances shall be made only by the Overnight

Lender. Borrower's entitlement to receive, and the Overnight Lender's obligation to fund, any Overnight Advance shall be subject to the conditions and limitations set forth in Section 2.1 hereof and applicable to 364-Day Advances generally, and, in addition, the aggregate outstanding principal amount of all such Overnight Advances shall not at any time exceed the Overnight Funding Commitment.

4.8 SYNDICATION PARTY FUNDING FAILURE. In the event any Syndication Party fails to make any requested 364-Day Bid Advance or 5-Year Bid Advance to be made by it on the date specified for such Advance, the Administrative Agent (in that capacity) will advance such funds to Borrower on behalf of such Syndication Party in its role and capacity of the Administrative Agent, and therefore notwithstanding limitations, if any, contained herein relating to the Administrative Agent in its role as a Syndication Party, including its Individual 364-Day Commitment, Individual 5-Year Commitment, individual 364-Day Lending Capacity, or individual 5-Year Lending Capacity, as applicable. In the event of any such advance by the Administrative Agent, the Syndication Party failing to fund such Advance will be treated as a Delinquent Syndication Party under Section 16.4 hereof, and the Administrative Agent will be treated as a Contributing Syndication Party under such Section.

4.9 OVERNIGHT LENDER FUNDING FAILURE. In the event the Overnight Lender fails to make any requested Overnight Advance to be made by it on the date specified for such Advance, the Administrative Agent (in that capacity) will, in its role and capacity of the Administrative Agent, advance such funds to Borrower on behalf of such Overnight Lender and, therefore, notwithstanding limitations, if any, contained herein relating to the Administrative Agent in its role as a Syndication Party, including its Individual 364-Day Commitment, Individual 5-Year Commitment, Individual 364-Day Lending Capacity, or Individual 5-Year Lending Capacity, as applicable. In the event of any such advance by the Administrative Agent, the Overnight Lender will be treated as a Delinquent Syndication Party under Section 16.4 hereof, and the Administrative Agent will be treated as a Contributing Syndication Party under such Section.

4.10 FAILURE TO IMPLEMENT BID PROCESS. In the event the Bid Agent fails to hold an auction pursuant to a proper Bid Request, the Administrative Agent (in that capacity) will make an Advance to Borrower on behalf of all Syndication Parties (as though one-half of such Advance was a 364-Day Pro Rata Advance and one-half was a 5-Year Pro Rata Advance), in the amount of each Bid Advance requested in such Bid Request to bear interest at the then current LIBO Rate (including the applicable 364-Day Margin) for a one (1) month LIBO Rate Period, and will cause the Bid Agent to hold the auction for such Bid Advances the following Banking Day.

ARTICLE 5. LETTER OF CREDIT FACILITY

5.1 LETTER OF CREDIT REQUEST. On the terms and conditions set forth in this Credit Agreement, and so long as no Event of Default or Potential Default has occurred (or if an Event of Default has occurred, it has been waived in writing by the Administrative Agent), Borrower may request the issuance of one or more documentary

letters of credit or standby letters of credit as Committed Letters of Credit or as Negotiated Letters of Credit pursuant to the conditions and limitations set forth below.

5.1.1 REQUEST FOR COMMITTED LETTER OF CREDIT. Borrower may request issuance of a Committed Letter of Credit by sending, not later than 11:00 A.M. (Central time) on a Banking Day, a written request therefore ("COMMITTED LC REQUEST") to the Letter of Credit Bank. The Committed LC Request shall set forth (a) the face amount and expiry date, (b) the beneficiary, (c) the terms thereof, and (d) such other information as the Letter of Credit Bank shall request. Committed Letters of Credit shall be issued under the 364-Day Facility if the expiry date therefore is no later than the 364-Day Maturity Date, or under the 5-Year Facility if the expiry date therefore is later than the 364-Day Maturity Date. In no event may the expiry date be later than the 5-Year Maturity Date.

5.1.2 REQUEST FOR NEGOTIATED LETTER OF CREDIT. Borrower may request issuance of a Negotiated Letter of Credit by (a) providing, no later than 12 noon (Central time) on a Banking Day, written notice to the Administrative Agent of (i) the face amount and expiry date of each Negotiated Letter of Credit which Borrower desires be issued and (ii) the identity of the Syndication Party or Parties from which Borrower intends to seek each such Negotiated Letter of Credit; (b) receiving written or oral confirmation from the Administrative Agent, to be provided no later than 12:30 P.M. (Central time) that such Syndication Party has sufficient Individual 364-Day Lending Capacity or sufficient Individual 5-Year Lending Capacity, as applicable depending upon the Facility under which each such Negotiated Letter of Credit will be issued, to issue such Negotiated Letter(s) of Credit; and (c) following receipt of the confirmation described in clause (b) above, but no later than 1:00 P.M. (Central time), sending a written request therefore ("NEGOTIATED LC REQUEST") to each such Syndication Party to issue such Negotiated Letter of Credit. Negotiated Letters of Credit shall be issued under the 364-Day Facility if the expiry date therefore is no later than the 364-Day Maturity Date, or under the 5-Year Facility if the expiry date therefore is later than the 364-Day Maturity Date. In no event may the expiry date be later than the 5-Year Maturity Date.

5.1.3 NOTIFICATION OF THE ADMINISTRATIVE AGENT. Borrower shall, no later than 3:00 P.M. (Central time) on the date of issuance, notify the Administrative Agent by facsimile of the face amount, expiry date, and Issuing Syndication Party with respect to each Negotiated Letter of Credit issued. Each Issuing Syndication Party shall also, no later than 3:00 P.M. (Central time) on the date of issuance, notify the Administrative Agent by facsimile of the face amount and expiry date with respect to each Negotiated Letter of Credit issued by such Syndication Party.

5.2 COMMITTED LETTERS OF CREDIT. No later than 12:00 noon (Central time) on the Banking Day of the receipt by the Letter of Credit Bank of a Committed LC Request, it shall issue the requested Committed Letter of Credit for any expiry period from seven (7) days to the earlier of (a) 364 days from the date of issuance or (b) the 5-Year Maturity Date, subject to the following:

5.2.1 AVAILABLE AMOUNT. The face amount of the requested Committed Letter of Credit may not exceed the lesser of (a) with respect to those Committed Letters of Credit which are, pursuant to Subsection 5.1.1 hereof, issued under the 364-Day Facility, an amount which, when added to the aggregate Individual Outstanding 364-Day Obligations of all Syndication Parties, would exceed the Aggregate 364-Day Commitment, (b) with respect to those Committed Letters of Credit which are, pursuant to Subsection 5.1.1 hereof, issued under the 5-Year Facility, an amount which, when added to the aggregate Individual Outstanding 5-Year Obligations of all Syndication Parties, would exceed the Aggregate 5-Year Commitment, or (c) with respect to all Committed Letters of Credit, an amount which, when added to the undrawn face amount of all Letters of Credit and Existing Letters of Credit then outstanding, would exceed the Aggregate LC Commitment.

5.2.2 AVAILABILITY. Committed Letters of Credit may be requested for issuance only during the 5-Year Availability Period.

5.2.3 FEES. Borrower shall pay at the time of issuance or reissuance of each Committed Letter of Credit (a) to the Administrative Agent, for the benefit of all Syndication Parties in accordance with their Individual 5-Year Pro Rata Share in effect on the date of such issuance or reissuance, the Committed Letter of Credit Fee, and (b) to the Letter of Credit Bank the Issuance Fee for each such Committed Letter of Credit.

5.2.4 TREATMENT OF DRAWS. Each draw under a Committed Letter of Credit shall be funded by each of the Syndication Parties: (a) if such Committed Letter of Credit was issued under the 364-Day Facility, as an Advance thereunder in accordance with their respective Individual 364-Day Pro Rata Share as of the date of issuance of such Committed Letter of Credit, and (b) if such Committed Letter of Credit was issued under the 5-Year Facility, as an Advance thereunder in accordance with their respective Individual 5-Year Pro Rata Share as of the date of issuance of such Committed Letter of Credit.

5.3 NEGOTIATED LETTERS OF CREDIT. Any Syndication Party may, in its sole discretion, issue a Negotiated Letter of Credit ("ISSUING SYNDICATION PARTY") for any expiry period from seven (7) days to the 5-Year Maturity Date, upon such terms and conditions as Borrower and such Issuing Syndication Party may agree; provided that (a) all Negotiated Letters of Credit must be issued on a Banking Day, and may be issued no earlier than 12:30 P.M. and no later than 2:30 P.M. (Central time), and (b) the issuance of Negotiated Letters of Credit shall also be subject to the following:

5.3.1 LIMITS ON AVAILABLE AMOUNT. The face amount of a Negotiated Letter of Credit issued under the 5-Year Facility may not exceed the lesser of
(a) an amount which, when added to the aggregate Individual Outstanding 5-Year Obligations of all Syndication Parties, would exceed the Aggregate 5-Year Commitment, (b) an amount which would exceed the Issuing Syndication Party's Individual 5-Year Lending Capacity, or (c) an amount which, when added to the undrawn face amount of all Letters of Credit and Existing Letters of Credit then

outstanding, would exceed the Aggregate LC Commitment. The face amount of a Negotiated Letter of Credit issued under the 364-Day Facility may not exceed the lesser of (x) an amount which, when added to the aggregate Individual Outstanding 364-Day Obligations of all Syndication Parties, would exceed the Aggregate 364-Day Commitment, (y) an amount which would exceed the Issuing Syndication Party's Individual 364-Day Lending Capacity, or (z) an amount which, when added to the undrawn face amount of all Letters of Credit and Existing Letters of Credit then outstanding, would exceed the Aggregate LC Commitment. Prior to the issuance of a Negotiated Letter of Credit, the Issuing Syndication Party shall confirm with the Administrative Agent that such Negotiated Letter of Credit will not exceed the limitations set forth in this Subsection.

5.3.2 AVAILABILITY. Negotiated Letters of Credit may be requested for issuance only during the 364-Day Availability Period or the 5-Year Availability Period, as applicable.

5.3.3 FEES. Borrower will be required to pay only such fees as the Issuing Syndication Party and Borrower agree upon in connection with each such Negotiated Letter of Credit and all such fees shall be collected by, paid to, and retained by the Issuing Syndication Party.

5.3.4 TREATMENT OF DRAWS. Each draw under a Negotiated Letter of Credit shall be treated as an Advance by the Issuing Syndication Party under the Facility under which such Negotiated Letter of Credit was issued and shall bear interest at the Base Rate until paid in full.

5.4 NOTICE OF ISSUANCE OF NEGOTIATED LETTERS OF CREDIT. Borrower shall notify the Administrative Agent of the face amount, expiry date, and name of the Issuing Syndication Party, no later than 3:00 P.M. Central time on the same Banking Day as any Negotiated Letters of Credit are issued.

5.5 EXISTING LETTERS OF CREDIT. Borrower and each Syndication Party agree that each Existing Letter of Credit shall, as of the Closing Date, be deemed to have been issued as a Negotiated Letter of Credit under the 364-Day Facility (if its expiry date is no later than the 364-Day Maturity Date), or under the 5-Year Facility (if its expiry date therefore is later than the 364-Day Maturity Date, but no later than the 5-Year Maturity Date), and that the actual issuer thereof shall for all purposes be deemed to be the Issuing Syndication Party hereunder with respect to each such Existing Letter of Credit.

ARTICLE 6. INTEREST AND FEES

6.1 INTEREST. Except as provided in Article 4 hereof, interest on all Loans shall be calculated as follows:

6.1.1 BASE RATE OPTION. Unless Borrower requests and receives a LIBO Rate Loan pursuant to Subsection 6.1.2 hereof, the outstanding principal balance

under the 364-Day Facility Notes and the 5-Year Facility Notes shall bear interest at the Base Rate (each a "BASE RATE LOAN").

6.1.2 LIBO RATE OPTION. From time to time, and so long as no Event of Default has occurred and is continuing, at the request of Borrower included in a Borrowing Notice, all or any part of the outstanding principal balance under the 364-Day Facility Notes or the 5-Year Facility Notes may bear interest at the LIBO Rate (each a "LIBO RATE LOAN"); provided that Borrower may have no more than ten (10) LIBO Rate Loans outstanding at any time. To effect this option, the Borrowing Notice must specify (a) the principal amount that is to bear interest at the LIBO Rate, which must be a minimum of $10,000,000.00 and in incremental multiples of $1,000,000.00 and (b) the period selected by Borrower during which the LIBO Rate is to be applied ("LIBO RATE PERIOD"), which may be any period of one, two, three, or six months, and, if available from all of the Syndication Parties, twelve months, but must expire no later than the 364-Day Maturity Date or the 5-Year Maturity Date, as applicable. In addition, Borrower may convert any Base Rate Loan to a LIBO Rate Loan, or continue a LIBO Rate Loan, by making a written request therefore ("LIBO REQUEST") to the Administrative Agent by facsimile, specifying (y) the principal amount that is to bear interest at the LIBO Rate, which must be a minimum of $10,000,000.00 and in incremental multiples of $1,000,000.00 and (z) the LIBO Rate Period selected by Borrower during which the LIBO Rate is to be applied. The Administrative Agent shall incur no liability in acting upon a request which it believed in good faith had been made by a properly authorized employee of Borrower. Following the expiration of the LIBO Rate Period for any LIBO Rate Loan, interest shall automatically accrue at the Base Rate unless Borrower requests and receives another LIBO Rate Loan as provided in this Subsection.

6.2 ADDITIONAL PROVISIONS FOR LIBO RATE LOANS.

6.2.1 INAPPLICABILITY OR UNAVAILABILITY OF LIBO RATE. If the Administrative Agent at any time shall determine that for any reason adequate and reasonable means do not exist for ascertaining the LIBO Rate, then the Administrative Agent shall promptly give notice thereof to Borrower. If such notice is given and until such notice has been withdrawn by the Administrative Agent, then any portion of the outstanding principal balance hereof which bears interest determined in relation to the LIBO Rate shall, subsequent to the end of the LIBO Rate Period applicable thereto, bear interest at the Base Rate.

6.2.2 CHANGE IN LAW; LIBO RATE LOAN UNLAWFUL. If any law, treaty, rule, regulation or determination of a court or governmental authority or any change therein or in the interpretation or application thereof (each, a "CHANGE IN LAW") shall make it unlawful for any of the Syndication Parties to (a) advance its Funding Share of any LIBO Rate Loan or (b) maintain its share of all or any portion of the LIBO Rate Loans, each such Syndication Party shall promptly, by telephone or facsimile, notify the Administrative Agent thereof, and of the reasons therefor and the Administrative Agent shall promptly notify Borrower thereof and if the notice from such

Syndication Party is in writing, the Administrative Agent shall provide a copy of such notice to Borrower. In the former event, any obligation of any such Syndication Party to make available its Funding Share of any future LIBO Rate Loan shall immediately be canceled (and, in lieu thereof shall be made as a Base Rate Loan), and in the latter event, any such unlawful LIBO Rate Loans or portions thereof then outstanding shall be converted, at the option of such Syndication Party, to a Base Rate Loan; provided, however, that if any such Change in Law shall permit the LIBO Rate to remain in effect until the expiration of the LIBO Rate Period applicable to any such unlawful LIBO Rate Loan, then such LIBO Rate Loan shall continue in effect until the expiration of such LIBO Rate Period. Upon the occurrence of any of the foregoing events on account of any change in any law, treaty, rule, regulation or determination of a court or governmental authority or in the interpretation or application thereof, Borrower shall pay to the Administrative Agent immediately upon demand such amounts as may be necessary to compensate any such Syndication Party for any fees, charges, or other costs incurred or payable by such Syndication Party as a result thereof and which are attributable to any LIBO Rate Loan made available to Borrower hereunder, and any reasonable allocation made by any such Syndication Party among its operations shall be conclusive and binding upon Borrower absent manifest error.

6.3 DEFAULT INTEREST RATE. All past due payments on the Notes or of any other Bank Debt (whether as a result of nonpayment by Borrower when due, at maturity, or upon acceleration) shall bear interest at the Default Interest Rate from and after the due date for the payment, or on the date of maturity or acceleration, as the case may be.

6.4 INTEREST CALCULATION. Interest on (a) LIBO Rate Loans, (b) 364-Day Bid Loans, and (c) 5-Year Bid Loans shall be calculated on the actual number of days the principal owing thereunder is outstanding with the daily rate calculated on the basis of a year consisting of 360 days. Interest on Base Rate Loans shall be calculated on the actual number of days each Advance is outstanding on the basis of a year consisting of 365 days. In calculating interest, the Advance Date shall be included and the date each payment is received shall be excluded.

6.5 FEES. Borrower shall pay or cause to be paid the following fees:

6.5.1 364-DAY FACILITY FEE. A non-refundable fee ("364-DAY FACILITY FEE") calculated on the Closing Date and on each annual anniversary thereof until the Loan is paid in full, all Letters of Credit are canceled or have expired, and the Syndication Parties have no further obligation to make Advances or issue Letters of Credit hereunder. The 364-Day Facility Fee for each year shall be equal to 0.10% of the Aggregate 364-Day Commitment in effect on the date of such calculation, and shall be payable quarterly to the Administrative Agent in arrears on the Banking Day coinciding with, or immediately preceding the three (3) month anniversary of the Closing Date and every third month thereafter for distribution to each Syndication Party in the ratio that its Individual 364-Day Commitment bears to the Aggregate 364-Day Commitment as calculated by the Administrative Agent on such date, until the Loan is paid in full, all

Letters of Credit are canceled or have expired, and the Syndication Parties have no further obligation to make Advances or issue Letters of Credit hereunder.

6.5.2 5-YEAR FACILITY FEE. A non-refundable fee ("5-YEAR FACILITY FEE") calculated on the Closing Date and on each annual anniversary thereof until the Loan is paid in full, all Letters of Credit are canceled or have expired, and the Syndication Parties have no further obligation to make Advances or issue Letters of Credit hereunder. The 5-Year Facility Fee for each year shall be equal to 0.125% of the Aggregate 5-Year Commitment in effect on the date of such calculation, and shall be payable quarterly to the Administrative Agent in arrears on the Banking Day coinciding with, or immediately preceding the three (3) month anniversary of the Closing Date and every third month thereafter for distribution to each Syndication Party in the ratio that its Individual 5-Year Commitment bears to the Aggregate 5-Year Commitment as calculated by the Administrative Agent on such date, until the Loan is paid in full, all Letters of Credit are canceled or have expired, and the Syndication Parties have no further obligation to make Advances or issue Letters of Credit hereunder.

6.6 364-DAY MARGIN; 5-YEAR MARGIN. If the Compliance Certificate with respect to any Fiscal Quarter is not received by the Administrative Agent by the date required as provided in Subsections 12.2.1 and 12.2.2 hereof, the 364-Day Margin and the 5-Year Margin for the period commencing on the first day of the Fiscal Quarter commencing immediately after the Fiscal Quarter for which such Compliance Report was required, shall be 52.5 basis points and 50.0 basis points, respectively.

ARTICLE 7.PAYMENTS; FUNDING LOSSES

7.1 PRINCIPAL PAYMENTS. Principal shall be payable under the 364-Day Facility on the 364-Day Maturity Date, and under the 5-Year Facility on the 5-Year Maturity Date; provided that (a) principal owing on all Bid Advances shall be payable on the Bid Maturity Date as provided in the Bid under which such Bid Advance was made, (b) principal owing on all Overnight Advances shall be payable on the applicable Overnight Maturity Date, and (c) prepayments may be made only as provided in Section 7.5 hereof.

7.2 INTEREST PAYMENTS. Interest shall be payable as follows: (a) interest on Base Rate Loans shall be payable monthly in arrears on the fifth Banking Day of the next month, (b) interest on LIBO Rate Loans shall be payable on the last day of the LIBO Rate Period therefor unless the LIBO Rate Period is longer than three (3) months, in which case interest shall also be payable every ninety (90) days from the date of the relevant Advance, (c) interest on each Bid Rate Loan shall be payable on the Bid Maturity Date therefor unless the Bid Maturity Date is more than three (3) months from the date of the Advance under such Bid Rate Loan, in which case interest shall also be payable every ninety
(90) days from the date of the relevant Advance, (d) interest on Overnight Advances shall be payable on the Overnight Maturity Date, and (e) interest on all Loans then accrued and unpaid shall be payable on the 364-Day Maturity Date or 5-Year Maturity Date, as applicable.

7.3 APPLICATION OF PRINCIPAL PAYMENTS. Principal payments and prepayments shall be applied (a) to principal amounts owing under the 364-Day Facility or the 5-Year Facility, or to Overnight Advances as Borrower directs in writing (provided that Bid Rate Loans under each Facility may not be prepaid), or (b) if Borrower provides no specific direction, then to principal amounts owing under the 364-Day Facility, the 5-Year Facility (other than Bid Rate Loans under the two Facilities), and the Overnight Advances in the ratio of the amount of the outstanding principal balance owed under each, divided by the principal balance owed under all three (excluding Bid Rate Loan balances in both cases). In the case of (a) and (b) and subject to the provisions of such clauses, payments shall be applied first to Base Rate Loans and then to LIBO Rate Loans unless Borrower directs otherwise in writing. However, upon the occurrence and during the continuance of an Event of Default or Potential Default, all principal payments shall be applied, as the Administrative Agent in its sole discretion shall determine, to fees, interest or principal indebtedness under the Notes, or to any other Bank Debt.

7.4 MANNER OF PAYMENT. All payments, including prepayments, that Borrower is required or permitted to make under the terms of this Credit Agreement shall be made to the Administrative Agent (a) in immediately available federal funds, to be received no later than 2:00 P.M. Central time of the Banking Day on which such payment is due by wire transfer through Federal Reserve Bank, Kansas City, Routing Number: 307088754, COBANK ENGWD (or to such other account as the Administrative Agent may designate by notice); and (b) without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, impost, duties, charges, fees, deductions, withholding, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless Borrower is required by law to make such deduction or withholding.

7.5 VOLUNTARY PREPAYMENTS. Borrower shall have the right to prepay all or any part of the outstanding principal balance under the Loans at any time in integral multiples of $1,000,000.00 (or the entire outstanding balance, if less) and subject to a $5,000,000.00 minimum prepayment on LIBO Rate Loans, on any Banking Day; provided that (a) in the event of prepayment of any LIBO Rate Loan, whether voluntary or on account of acceleration (i) Borrower must provide three
(3) Banking Days notice to the Administrative Agent prior to making such prepayment, and (ii) Borrower must, at the time of making such prepayment, pay all Funding Losses applicable to such prepayment, and (b) Borrower shall not have the right to prepay any Bid Loan before the applicable Bid Loan Maturity Date, but if a Bid Loan is deemed prepaid on account of acceleration, Borrower must pay all Funding Losses applicable to such prepayment. Principal amounts prepaid may be reborrowed under the terms and conditions of this Credit Agreement. "FUNDING LOSSES" shall be determined on an individual Syndication Party basis as the amount which would result in such Syndication Party being made whole (on a present value basis) for the actual or imputed funding losses (including, without limitation, any loss, cost or expense incurred by reason of obtaining, liquidating

or employing deposits or other funds acquired by such Syndication Party to fund or maintain such LIBO Rate Loan or Bid Loan) incurred by such Syndication Party as a result of such prepayment. In the event of any such prepayment, each Syndication Party which had funded the Loan being prepaid shall, promptly after being notified of such prepayment, send written notice ("FUNDING LOSS NOTICE") to the Administrative Agent by facsimile setting forth the amount of attributable Funding Losses and the method of calculating the same. The Administrative Agent shall notify Borrower orally or in writing of the amount of such Funding Losses. A determination by a Syndication Party as to the amounts payable pursuant to this Section shall be conclusive absent manifest error.

7.6 DISTRIBUTION OF PRINCIPAL AND INTEREST PAYMENTS. The Administrative Agent shall distribute payments of principal and interest among the Syndication Parties as follows:

7.6.1 PRINCIPAL AND INTEREST PAYMENTS ON 364-DAY PRO RATA ADVANCES. Principal and interest payments on 364-Day Pro Rata Advances shall be remitted to the Syndication Parties which made the 364-Day Pro Rata Advance to which such payments are applied in the ratio in which they funded such Advance.

7.6.2 PRINCIPAL AND INTEREST PAYMENTS ON 5-YEAR PRO RATA RATE ADVANCES. Principal and interest payments on 5-Year Pro Rata Advances shall be remitted to the Syndication Parties which made the 5-Year Pro Rata Advance to which such payments are applied in the ratio in which they funded such Advance.

7.6.3 PRINCIPAL AND INTEREST PAYMENTS ON BID RATE ADVANCES. Principal and interest payments on Bid Rate Advances shall be remitted to the Syndication Party which made the Bid Rate Advance to which such payments are applied.

7.6.4 PRINCIPAL AND INTEREST PAYMENTS ON OVERNIGHT ADVANCES. Principal and interest payments on Overnight Advances shall be remitted to the Overnight Lenders which made the Overnight Advance to which such payments are applied in the ratio in which they funded such Advance.

ARTICLE 8. BANK EQUITY INTERESTS

Borrower agrees to purchase such equity interests in CoBank and St. Paul Bank ("BANK EQUITY INTERESTS") as CoBank and St. Paul Bank may from time to time require in accordance with their bylaws and capital plans as applicable to cooperative borrowers generally. In connection with the foregoing, Borrower hereby acknowledges receipt, prior to the execution of this Credit Agreement, of the following with respect to CoBank and St. Paul Bank (a) the bylaws, (b) a written description of the terms and conditions under which the Bank Equity Interests are issued, (c) the most recent annual report, and if more recent than the latest annual report, the latest quarterly report. CoBank and St.

Paul Bank reserve the right to sell participations under the provisions of
Section 16.27 on a non-patronage basis.

ARTICLE 9. SECURITY

The obligations of Borrower under this Credit Agreement shall be unsecured.

ARTICLE 10. REPRESENTATIONS AND WARRANTIES

To induce the Syndication Parties to make the Loans, and the Letter of Credit Bank to issue Committed Letters of Credit, and recognizing that the Syndication Parties, the Administrative Agent, the Letter of Credit Bank, and the Bid Agent are relying thereon, Borrower represents and warrants as follows:

10.1 ORGANIZATION, GOOD STANDING, ETC. Borrower: (a) is duly organized, validly existing, and in good standing under the laws of its state of incorporation; (b) qualifies as a cooperative association under the laws of its state of incorporation; (c) is duly qualified to do business and is in good standing in each jurisdiction in which the transaction of its business makes such qualification necessary, except to the extent that the failure to so qualify has not resulted in, and could not reasonably be expected to cause, a Material Adverse Effect; and (d) has all requisite corporate and legal power to own and operate its assets and to carry on its business, and to enter into and perform the Loan Documents to which it is a party. Each Subsidiary: (a) is duly organized, validly existing, and in good standing under the laws of its state of incorporation; (b) is duly qualified to do business and is in good standing in each jurisdiction in which the transaction of its business makes such qualification necessary, except to the extent that the failure to so qualify has not resulted in, and could not reasonably be expected to cause, a Material Adverse Effect; and (c) has all requisite corporate and legal power to own and operate its assets and to carry on its business.

10.2 CORPORATE AUTHORITY, DUE AUTHORIZATION; CONSENTS. Borrower has full power and authority to conduct its business, and has taken, or on or before June 4, 1998 will take, all corporate action necessary to execute, deliver and perform its obligations under the Loan Documents to which it is a party. All consents or approvals of any Person which are necessary for, or are required as a condition of Borrower's execution, delivery and performance of and under the Loan Documents, have been obtained or will be obtained on or before June 4, 1998.

10.3 LITIGATION. Except as described on Exhibit 10.3 hereto, there are no pending legal or governmental actions, proceedings or investigations to which Borrower or any Subsidiary is a party or to which any property of Borrower or any Subsidiary is subject which might reasonably be expected to result in any Material Adverse Effect and, to Borrower's knowledge, no such actions or proceedings are threatened or contemplated by any federal, state, county, or city (or similar unit) governmental agency or any other Person.

10.4 NO VIOLATIONS. The execution, delivery and performance of the Loan Documents will not: (a) violate any provision of Borrower's articles of incorporation or bylaws, or any law, rule, regulation (including, without limitation, Regulations T, U, and X of the Board of Governors of the Federal Reserve System), or any judgment, order or ruling of any court or governmental agency; (b) violate, require consent under (except such consent as has been obtained), conflict with, result in a breach of, constitute a default under, or with the giving of notice or the expiration of time or both, constitute a default under, any existing real estate mortgage, indenture, lease, security agreement, contract, note, instrument or any other agreements or documents binding on Borrower or affecting its property; or (c) violate, conflict with, result in a breach of, constitute a default under, or result in the loss of, or restriction of rights under, any Required License or any order, law, rule, or regulation under or pursuant to which any Required License was issued or is maintained ("LICENSING LAWS").

10.5 BINDING AGREEMENT. Each of the Loan Documents to which Borrower is a party is, or when executed and delivered, will be, the legal, valid and binding obligation of Borrower, enforceable in accordance with its terms, subject only to limitations on enforceability imposed by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors' rights generally and by general principles of equity.

10.6 COMPLIANCE WITH LAWS. Borrower and each Subsidiary are in compliance with all federal, state, and local laws, rules, regulations, ordinances, codes and orders, including without limitation all Environmental Laws and all Licensing Laws, with respect to which noncompliance would result in a Material Adverse Effect.

10.7 PRINCIPAL PLACE OF BUSINESS. Borrower's place of business, or chief executive office if it has more than one place of business, and the place where the records required by Section 12.1 hereof are kept, is located at 5500 Cenex Drive, Inver Grove Heights, Minnesota 55077.

10.8 PAYMENT OF TAXES. Except as shown on Exhibit 10.8 hereto, Borrower and each Subsidiary have filed all required federal, state and local tax returns and have paid all taxes as shown on such returns as they have become due, and have paid when due all other taxes, assessments or impositions levied or assessed against Borrower or any Subsidiary, or their business or properties, except where the failure to make such filing or payment could not reasonably be expected to result in a Material Adverse Effect. Exhibit 10.8 specifically indicates all such taxes which are subject to a Good Faith Contest.

10.9 LICENSES AND APPROVALS. Borrower and each Subsidiary have ownership of, or license to use, or have been issued, all trademarks, patents, copyrights, franchises, certificates, approvals, permits, authorities, agreements, and licenses which are used or necessary to permit it to own its properties and to conduct the business as presently being conducted as to which the termination or revocation thereof could reasonably be expected to have a Material Adverse Effect ("REQUIRED LICENSES"). Each Required

License is in full force and effect, and there is no outstanding notice of cancellation or termination or, to Borrower's knowledge, any threatened cancellation or termination in connection therewith, nor has an event occurred with respect to any Required License which, with the giving of notice or passage of time or both, could result in the revocation or termination thereof or otherwise in any impairment of Borrower's rights with respect thereto, which impairment could reasonably be expected to have a Material Adverse Effect. No consent, permission, authorization, order, or license of any governmental authority, is necessary in connection with the execution, delivery, performance, or enforcement of and under the Loan Documents to which Borrower is a party except such as have been obtained and are in full force and effect.

10.10 EMPLOYEE BENEFIT PLANS. Borrower and its Subsidiaries are in compliance in all material respects with the Employee Retirement Income Security Act of 1974, as amended, and the regulations thereunder ("ERISA"), to the extent applicable to them, and have not received any notice to the contrary from the Pension Benefit Guaranty Corporation ("PBGC").

10.11 EQUITY INVESTMENTS. Borrower does not now own any stock or other voting or equity interest, directly or indirectly, in any Person valued at the greater of book value or market value at $5,000,000 or more, other than: (a) the Bank Equity Interests, and (b) as set forth on Exhibit 10.11.

10.12 TITLE TO REAL AND PERSONAL PROPERTY. Borrower and each Subsidiary have good and marketable title to, or valid leasehold interests in, all of their material properties and assets, real and personal, including the properties and assets and leasehold interests reflected in the financial statements of the Borrower and its Subsidiaries referred to in Section 10.13 hereof, except (a) any properties or assets disposed of in the ordinary course of business, and (b) for defects in title and encumbrances which could not reasonably be expected to result in a Material Adverse Effect; and none of the properties of Borrower or any Restricted Subsidiary are subject to any Lien, except as permitted by
Section 13.3 hereof ("PERMITTED ENCUMBRANCES"). All such property is in good operating condition and repair, reasonable wear and tear excepted, and suitable in all material respects for the purposes for which it is being utilized except where their failure to be in good operating condition could not reasonably be expected to result in a Material Adverse Effect. All of the leases of Borrower and each Subsidiary which constitute Material Agreements are in full force and effect and afford Borrower or such Subsidiary peaceful and undisturbed possession of the subject matter thereof.

10.13 FINANCIAL STATEMENTS. The consolidated balance sheets of the Predecessor Companies and their Subsidiaries as of May 31, 1997 and September 30, 1997 (respectively for Harvest States Cooperatives and Cenex, Inc.), and the related consolidated statements of operations, cash flows and consolidated statements of capital shares and equities for the Fiscal Year then ended, and the accompanying footnotes, together with the unqualified opinion thereon, dated August 15, 1997 and October 27, 1997 (respectively for Harvest States Cooperatives and Cenex, Inc.) of Deloitte &

Touche LLP, independent certified public accountants, copies of which have been furnished to the Syndication Parties, fairly present in all material respects the consolidated financial condition of the Predecessor Companies and their Subsidiaries as at such dates and the results of the consolidated operations of the Predecessor Companies and their Subsidiaries for the periods covered by such statements, all in accordance with GAAP consistently applied. Since May 31, 1997 and September 30, 1997 (respectively for Harvest States Cooperatives and Cenex, Inc.), there has been no material adverse change in the financial condition, results of operations, business or prospects of the Predecessor Companies or any of their Subsidiaries. As of the Closing Date, there are no liabilities of the Predecessor Companies or any of their Subsidiaries, fixed or contingent, which are material but are not reflected in the financial statements of the Predecessor Companies and their Subsidiaries referred to above or referred to in the notes thereto, other than liabilities arising in the ordinary course of business since May 31, 1997 and September 30, 1997 (respectively for Harvest States Cooperatives and Cenex, Inc.). No information, exhibit, or report furnished by Borrower or any of its Subsidiaries to the Syndication Parties in connection with the negotiation of this Credit Agreement contained any material misstatement of fact or omitted to state a material fact or any fact necessary to make the statements contained therein not materially misleading in light of the circumstances in which they were made and taken together with the other information, exhibits and reports furnished to the Syndication Parties.

10.14 ENVIRONMENTAL COMPLIANCE. Except as set forth on Exhibit 10.14 hereto, Borrower and each Subsidiary have obtained all permits, licenses and other authorizations which are required under all applicable Environmental Laws, except to the extent failure to have any such permit, license or authorization could not reasonably be expected to result in a Material Adverse Effect. Except as set forth on Exhibit 10.14 hereto, Borrower and each Subsidiary are in compliance with all Environmental Laws and the terms and conditions of the required permits, licenses and authorizations, and are also in compliance with all other limitations, restrictions, obligations, schedules and timetables contained in those Laws or contained in any plan, order, decree, judgment, injunction, notice or demand letter issued, entered, promulgated or approved thereunder, except to the extent, in each case, failure to comply has not resulted in, and could not reasonably be expected to result in, a Material Adverse Effect.

10.15 FISCAL YEAR. Each fiscal year of Borrower begins on September 1 of each calendar year and ends on August 31 of each calendar year.

10.16 MATERIAL AGREEMENTS. Neither Borrower nor, to Borrower's knowledge, any other party to any Material Agreement, is in default thereunder, and no facts exist which with the giving of notice or the passage of time, or both, would constitute such a default.

10.17 REGULATIONS U AND X. No portion of any Advance will be used for the purpose of purchasing, carrying, or making loans to finance the purchase of, any "margin security" or "margin stock" as such terms are used in Regulations U or X of the Board of Governors of the Federal Reserve System, 12 C.F.R. Parts 221 and 224.

10.18 TRADEMARKS, TRADENAMES, ETC. Borrower has ownership or the lawful right to use all tradenames, trademarks, and other intellectual property which it utilizes in its business as presently being conducted and as anticipated to be conducted, except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

10.19 NO DEFAULT ON OUTSTANDING JUDGMENTS OR ORDERS. Borrower and each Subsidiary have satisfied all judgments and Borrower and each Subsidiary are not in default with respect to any judgment, writ, injunction, decree, rule or regulation of any court, arbitrator or federal, state, municipal or other Governmental Authority, commission, board, bureau, agency or instrumentality, domestic or foreign, except to the extent such failure to satisfy any or all such judgments or to be in such a default has not resulted in, and could not reasonably be expected to result in, a Material Adverse Effect.

10.20 NO DEFAULT IN OTHER AGREEMENTS. Neither Borrower nor any Subsidiary is a party to any indenture, loan or credit agreement or any lease or other agreement or instrument or subject to any certificate of incorporation or corporate restriction which has resulted in, or could reasonably be expected to result in, a Material Adverse Effect. Neither Borrower nor any Subsidiary is in default in any respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument where such failure to perform, observe or fulfill has resulted in, or could reasonably be expected to result in, a Material Adverse Effect.

10.21 LABOR DISPUTES AND ACTS OF GOD. Neither the business nor the properties of Borrower or any Subsidiary are currently affected by any fire, explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty (whether or not covered by insurance) which has resulted in, or could reasonably be expected to result in, a Material Adverse Effect.

10.22 GOVERNMENTAL REGULATION. Neither Borrower nor any Subsidiary is subject to regulation under the Public Utility Holding Company Act of 1935, the Investment Company Act of 1940, the Interstate Commerce Act, the Federal Power Act or any statute or regulation, in each case, limiting its ability to incur indebtedness for money borrowed as contemplated hereby.

10.23 DISCLOSURE. The representations and warranties contained in this Article 10 and in the other Loan Documents or in any financial statements provided to the Administrative Agent do not contain any untrue statement of a material fact or omit to state a material fact necessary to make such representations or warranties not misleading; and all projections provided to the Administrative Agent were prepared in good faith based on reasonable assumptions.

ARTICLE 11. CONDITIONS TO ADVANCES

11.1 CONDITIONS TO CLOSING. The obligation of the Syndication Parties to make any Advances or the obligation of the Letter of Credit Bank to issue any Committed Letters of Credit hereunder is subject to satisfaction, in the sole discretion of the Administrative Agent and the Syndication Parties (except that satisfaction of Subsection 11.1.6 shall be determined in the reasonable discretion of the Administrative Agent and the Syndication Parties), of each of the following conditions precedent:

11.1.1 LOAN DOCUMENTS. The Administrative Agent shall have received duly executed originals of the Loan Documents.

11.1.2 APPROVALS. The Administrative Agent shall have received evidence satisfactory to it that all consents and approvals of governmental authorities and third parties which are with respect to Borrower, necessary for, or required as a condition of: (a) the validity and enforceability of the Loan Documents to which it is a party; and (b) the Merger.

11.1.3 ORGANIZATIONAL DOCUMENTS. The Administrative Agent shall have received: (a) good standing certificate, dated no more than thirty (30) days prior to the Closing Date, for Borrower for its state of incorporation; (b) a copy of the articles of incorporation of Borrower certified by the Secretary of State of its state of organization; and (c) a copy of the bylaws of Borrower, certified as true and complete by the Secretary or Assistant Secretary of Borrower.

11.1.4 EVIDENCE OF INSURANCE. Borrower shall have provided the Administrative Agent with insurance certificates and such other evidence, in form and substance satisfactory to the Administrative Agent, of all insurance required to be maintained by it under the Loan Documents.

11.1.5 APPOINTMENT OF AGENT FOR SERVICE. The Administrative Agent shall have received evidence satisfactory to the Administrative Agent that Borrower has appointed The Corporation Company to serve as its agent for service of process at their Denver, Colorado office (presently at 1675 Broadway), and that The Corporation Company has accepted such appointment by Borrower.

11.1.6 NO MATERIAL CHANGE. No change shall have occurred in the condition or operations of the Predecessor Companies since May 31, 1997 and September 30, 1997 (respectively for Harvest States Cooperatives and Cenex, Inc.) which could reasonably be expected to result in a Material Adverse Effect.

11.1.7 FEES AND EXPENSES. Borrower shall have paid the Administrative Agent, by wire transfer of immediately available federal funds all fees set forth in Section 6.5 hereof and any other fees owing to the Administrative Agent which are due on the Closing Date, and all expenses owing pursuant to Section 17.1 hereof.

11.1.8 BANK EQUITY INTEREST PURCHASE OBLIGATION. Borrower shall have purchased such Bank Equity Interests as CoBank and/or St. Paul Bank may require pursuant to Article 8 hereof.

11.1.9 OPINION OF COUNSEL. Borrower shall have provided a favorable opinion of its counsel addressed to the Administrative Agent and each of the present and future Syndication Parties, covering such matters as the Administrative Agent may reasonably require.

11.1.10 FURTHER ASSURANCES. Borrower shall have provided and/or executed and delivered to the Administrative Agent such further assignments, documents or financing statements, in form and substance satisfactory to the Administrative Agent, that Borrower is to execute and/or deliver pursuant to the terms of the Loan Documents or as the Administrative Agent may reasonably request.

11.2 CONDITIONS TO ADVANCE. The Syndication Parties' obligation to fund each Advance and the obligation of the Letter of Credit Bank to issue Committed Letters of Credit is subject to the satisfaction, in the sole discretion of the Administrative Agent and the Syndication Parties, of each of the following conditions precedent, as well as those set forth in Section 11.1 hereof, and each request by Borrower for an Advance or Committed Letter of Credit shall constitute a representation by Borrower, upon which the Administrative Agent may rely, that the conditions set forth in Subsections 11.2.4 and 11.2.5 hereof have been satisfied:

11.2.1 CONSUMMATION OF MERGER; AMENDMENT OF ARTICLES OF INCORPORATION. Borrower shall have provided proof satisfactory to the Administrative Agent that (a) the Plan of Combination has been executed by the Predecessor Companies and filed with the Minnesota Secretary of State, (b) the Merger has been consummated in accordance with the Plan of Combination effective as of 11:59 P.M. May 31, 1998, and (c) Borrower has properly amended its Articles of Incorporation (as in effect for Harvest States Cooperatives) and changed its name to "Cenex Harvest States Cooperatives" and filed such amendment with the Minnesota Secretary of State.

11.2.2 EVIDENCE OF CORPORATE ACTION. The Administrative Agent shall have received in form and substance satisfactory to the Administrative Agent: (a) documents evidencing all corporate action taken by Borrower to authorize (including the specific names and titles of the persons authorized to so act (each an "AUTHORIZED OFFICER")) the execution, delivery and performance of the Loan Documents to which it is a party, certified to be true and correct by the Secretary or Assistant Secretary of Borrower; (b) a certificate of the Secretary or Assistant Secretary of Borrower, dated the Closing Date, certifying the names and true signatures of the Authorized Officers; and (c) documents evidencing all corporate action taken by the Predecessor Companies to effect the Merger.

11.2.3 CANCELLATION OF EXISTING CREDIT AGREEMENTS. All amounts owing under the Existing Credit Agreements shall be paid in full and the Existing Credit

Agreements canceled and terminated by all parties thereto and all liens in connection therewith released or terminated.

11.2.4 DEFAULT. As of the Advance Date no Event of Default or Potential Default shall have occurred and be continuing, and the disbursing of the amount of the Advance requested shall not result in an Event of Default or Potential Default.

11.2.5 REPRESENTATIONS AND WARRANTIES. The representations and warranties of Borrower herein shall be true and correct in all material respects on and as of the date on which the Advance is to be made as though made on such date. Borrower shall have paid the Administrative Agent, by wire transfer of immediately available U.S. funds all fees set forth in Section 6.5 hereof which are then due and payable, including all expenses owing pursuant to Section 17.1 hereof.

11.3 LIMITATION ON LIBO RATE LOANS. Anything herein to the contrary notwithstanding, if, on or prior to the determination of the LIBO Rate for any LIBO Rate Period:

(a) The Administrative Agent determines (which determination shall be conclusive) that quotations of interest rates in the definition of LIBO Rate are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for LIBO Rate Loans as provided in this Credit Agreement; or

(b) any Syndication Party determines (which determination shall be conclusive) that the relevant rates of interest referred to in the definition of LIBO Rate upon the basis of which the rate of interest for LIBO Rate Loans for such LIBO Rate Period is to be determined do not adequately cover the cost to the Syndication Parties of making or maintaining such LIBO Rate Loans for such LIBO Rate Period;

(c) then the Administrative Agent shall give Borrower prompt notice thereof, and so long as such condition remains in effect, in the case of clause
(a) above, the Syndication Parties, and in the case of clause (b) above, the Syndication Party that makes the determination, shall be under no obligation to make LIBO Rate Loans, convert Base Rate Loans into LIBO Rate Loans, or continue LIBO Rate Loans, and Borrower shall, on the last day(s) of the then current applicable LIBO Rate Period(s) for the outstanding LIBO Rate Loans, either prepay such LIBO Rate Loans or convert such LIBO Rate Loans into a Base Rate Loan in accordance with Section 6.1 hereof.

11.4 ILLEGALITY OF LOAN. Notwithstanding any other provision of this Agreement, in the event that it becomes unlawful for any Syndication Party or its Applicable Lending Office to honor its obligation to make or maintain LIBO Rate Loans hereunder or convert Base Rate Loans into LIBO Rate Loans, then such Syndication Party shall promptly notify the Administrative Agent and Borrower thereof and such Syndication Party's obligation to make or continue, or to convert Base Rate Loans into,

LIBO Rate Loans shall be suspended until such time as such Syndication Party may again make and maintain LIBO Rate Loans (in which case the provisions of Section 11.5 hereof shall be applicable).

11.5 TREATMENT OF AFFECTED LOANS. If the obligations of any Syndication Party to make or continue LIBO Rate Loans, or to convert Base Rate Loans into LIBO Rate Loans, are suspended pursuant to Section 11.3 or 11.4 hereof (all LIBO Rate Loans so affected being herein called "AFFECTED LOANS"), such Syndication Party's Affected Loans shall be automatically converted into Base Rate Loans on the last day(s) of the then current LIBO Rate Period(s) for the Affected Loans (or, in the case of a conversion required by Section 11.3 or 11.4, on such earlier date as such Syndication Party may specify to Borrower). To the extent that such Syndication Party's Affected Loans have been so converted, all payments and prepayments of principal which would otherwise be applied to such Syndication Party's Affected Loans shall be applied instead to its Base Rate Loans. All Advances which would otherwise be made or continued by such Syndication Party as LIBO Rate Loans shall be made or continued instead as Base Rate Loans, and all Base Rate Loans of such Syndication Party which would otherwise be converted into LIBO Rate Loans shall remain as Base Rate Loans.

ARTICLE 12. AFFIRMATIVE COVENANTS

From and after the date of this Credit Agreement and until the Bank Debt is indefeasibly paid in full, all Letters of Credit and Existing Letters of Credit have expired, and the Syndication Parties have no obligation to make any Advance, and the Letter of Credit Bank has no obligation to issue any Committed Letters of Credit hereunder, Borrower agrees that it will observe and comply with the following covenants for the benefit of the Administrative Agent, the Syndication Parties, and the Letter of Credit Bank:

12.1 BOOKS AND RECORDS. Borrower shall at all times keep, and cause each Subsidiary to keep, proper books of record and account, in which correct and complete entries shall be made of all its dealings, in accordance with GAAP.

12.2 REPORTS AND NOTICES. Borrower shall provide to the Administrative Agent the following reports, information and notices:

12.2.1 ANNUAL FINANCIAL STATEMENTS. As soon as available, but in no event later than one hundred and twenty (120) days after the end of any Fiscal Year of Borrower occurring during the term hereof one copy of the audit report for such year and accompanying consolidated financial statements (including all footnotes thereto), including a consolidated balance sheet, a consolidated statement of earnings, a consolidated statement of capital, and a consolidated statement of cash flow for the Borrower and its Subsidiaries, showing in comparative form the figures for the previous Fiscal Year, all in reasonable detail, prepared in conformance with GAAP consistently applied and certified without qualification by Deloitte & Touche LLP, or other independent public accountants of nationally recognized standing selected by the

Borrower and satisfactory to the Administrative Agent, and to be accompanied by a copy of the management letter of such accountants addressed to the board of directors of Borrower related to such annual audit; and annual financial statements of Borrower. Such annual financial statements required pursuant to this Subsection shall be accompanied by a Compliance Certificate signed by Borrower's Vice President-Finance or other officer of Borrower acceptable to the Administrative Agent.

12.2.2 QUARTERLY FINANCIAL STATEMENTS. As soon as available but in no event more than forty-five (45) days after the end of each Fiscal Quarter (except the last Fiscal Quarter of Borrower's Fiscal Year) the following financial statements or other information concerning the operations of Borrower and its Subsidiaries for such Fiscal Quarter, the Fiscal Year to date, and for the corresponding periods of the preceding Fiscal Year, all prepared in accordance with GAAP consistently applied: (a) a consolidated balance sheet, (b) a consolidated summary of earnings, (c) a consolidated statement of cash flows, and (d) such other statements as the Administrative Agent may reasonably request. Such quarterly financial statements required pursuant to this Subsection shall be accompanied by a Compliance Certificate signed by Borrower's Vice President-Finance or other officer of Borrower acceptable to the Administrative Agent (subject to normal year end adjustments).

12.2.3 NOTICE OF DEFAULT. As soon as the existence of any Event of Default or Potential Default becomes known to any officer of Borrower, prompt written notice of such Event of Default or Potential Default, the nature and status thereof, and the action being taken or proposed to be taken with respect thereto.

12.2.4 ERISA REPORTS. As soon as possible and in any event within twenty (20) days after Borrower or any Subsidiary knows or has reason to know that any Reportable Event or Prohibited Transaction has occurred with respect to any Plan or that the PBGC or Borrower or any Subsidiary has instituted or will institute proceedings under Title IV of ERISA to terminate any Plan, or that Borrower, any Subsidiary or any ERISA Affiliate has completely or partially withdrawn from a Multiemployer Plan, or that a Plan which is a Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA) or is terminating, a certificate of the Group Vice President-Finance of Borrower or such Subsidiary setting forth details as to such Reportable Event or Prohibited Transaction or Plan termination or withdrawal or reorganization or insolvency and the action Borrower or such Subsidiary proposes to take with respect thereto, provided, however, that notwithstanding the foregoing, no reporting is required under this subsection (6) unless the matter(s), individually or in the aggregate, result, or could be reasonably expected to result, in aggregate obligations or liabilities of Borrower and/or the Subsidiaries in excess of five million dollars ($5,000,000).

12.2.5 NOTICE OF LITIGATION. Promptly after the commencement thereof, notice of all actions, suits, arbitration and any other proceedings before any Governmental Authority, affecting Borrower or any Subsidiary which, if determined adversely to Borrower or any Subsidiary, could reasonably be expected to require

Borrower or any Subsidiary to have to pay or deliver assets having a value of five million dollars ($5,000,000) or more (whether or not the claim is covered by insurance) or could reasonably be expected to result in a Material Adverse Effect.

12.2.6 NOTICE OF MATERIAL ADVERSE EFFECT. Promptly after Borrower obtains knowledge thereof, notice of any matter which, alone or when considered together with other matters, has resulted or could reasonably be expected to result in, a Material Adverse Effect.

12.2.7 NOTICE OF ENVIRONMENTAL PROCEEDINGS. Without limiting the provisions of Subsection 12.2.5 hereof, promptly after Borrower's receipt thereof, notice of the receipt of all pleadings, orders, complaints, indictments, or other communication alleging a condition that may require Borrower or any Subsidiary to undertake or to contribute to a cleanup or other response under Environmental Regulations, or which seeks penalties, damages, injunctive relief, or criminal sanctions related to alleged violations of such laws, or which claims personal injury or property damage to any person as a result of environmental factors or conditions or which, if adversely determined, could reasonably be expected to have a Material Adverse Effect.

12.2.8 REGULATORY AND OTHER NOTICES. Promptly after Borrower's receipt thereof, copies of any notices or other communications received from any Governmental Authority with respect to any matter or proceeding the effect of which could reasonably be expected to have a Material Adverse Effect.

12.2.9 ADVERSE ACTION REGARDING REQUIRED LICENSES. As soon as Borrower learns that any petition, action, investigation, notice of violation or apparent liability, notice of forfeiture, order to show cause, complaint or proceeding is pending, or, to the best of Borrower's knowledge, threatened, to seek to revoke, cancel, suspend, modify, or limit any of the Required Licenses, prompt written notice thereof and Borrower shall contest any such action in a Good Faith Contest.

12.2.10 BUDGET. Promptly upon becoming available and in any event within thirty (30) days after the beginning of each Fiscal Year, a copy of the Annual Operating Budget for the next succeeding Fiscal Year and for each Fiscal Year through the 5-Year Maturity Date approved by Borrower's board of directors, together with the assumptions and projections on which such budget is based and a copy of forecasts of operations and capital expenditures (including investments) for each Fiscal Year; provided that the first such Annual Operating Budget shall not be required until September 30, 1998. In addition, if any material changes are made to such budget or projections or forecasts during the year, then Borrower will furnish copies to the Administrative Agent of any such changes promptly after such changes have been approved.

12.2.11 ADDITIONAL INFORMATION. With reasonable promptness, such other information respecting the condition or operations, financial or otherwise, of

Borrower or any Subsidiary as any Syndication Party may from time to time reasonably request.

12.3 ELIGIBILITY. Borrower shall preserve and maintain its status as an entity eligible to borrow from CoBank and St. Paul Bank.

12.4 MAINTENANCE OF EXISTENCE AND QUALIFICATION. Borrower shall, and shall cause each Subsidiary to, maintain its corporate existence in good standing under the laws of its state of organization. Borrower shall, and shall cause each Subsidiary to, qualify and remain qualified as a foreign corporation in each jurisdiction in which such qualification is necessary in view of its business, operations and properties except where the failure to so qualify has not and could not reasonably be expected to result in a Material Adverse Effect.

12.5 COMPLIANCE WITH LEGAL REQUIREMENTS AND AGREEMENTS. Borrower shall, and shall cause each Subsidiary to: (a) comply with all laws, rules, regulations and orders applicable to Borrower (or such Subsidiary, as applicable) or its business unless such failure to comply is the subject of a Good Faith Contest; and (b) comply with all agreements, indentures, mortgages, and other instruments to which it (or any Subsidiary, as applicable) is a party or by which it or any of its (or any Subsidiary, or any of such Subsidiary's, as applicable) property is bound; provided, however, that the failure of Borrower to comply with this sentence in any instance not directly involving the Administrative Agent or a Syndication Party shall not constitute an Event of Default unless such failure would have a Material Adverse Effect.

12.6 COMPLIANCE WITH ENVIRONMENTAL LAWS. Without limiting the provisions of Section 12.5 of this Credit Agreement, Borrower shall, and shall cause Subsidiary to, comply in all material respects with, and take all reasonable steps necessary to cause all persons occupying or present on any properties owned or leased by Borrower (or any Subsidiary, as applicable) to comply with, all Environmental Regulations, the failure to comply with which would have a Material Adverse Effect or unless such failure to comply is the subject of a Good Faith Contest.

12.7 TAXES. Borrower shall cause to be paid, and shall cause each Subsidiary to pay, when due all taxes, assessments, and other governmental charges upon it, its income, its sales, its properties (or upon Subsidiary and its income, sales, and properties, as applicable), and federal and state taxes withheld from its (or Subsidiary's, as applicable) employees' earnings, unless
(a) the failure to pay such taxes, assessments, or other governmental charges could not reasonably be expected to result in a Material Adverse Effect, or (b) such taxes, assessments, or other governmental charges are the subject of a Good Faith Contest and Borrower has established adequate reserves therefor in accordance with GAAP.

12.8 INSURANCE. Borrower shall maintain, and cause each Subsidiary to maintain, insurance with one or more financially sound and reputable insurance carrier or carriers reasonably acceptable to the Administrative Agent, in such amounts

(including deductibles) and covering such risks (including fidelity coverage) as are usually carried by companies engaged in the same or a similar business and similarly situated, provided, however, that Borrower may, to the extent permitted by Law, provide for appropriate self-insurance with respect to workers' compensation. At the request of Administrative Agent, copies of all policies (or such other proof of compliance with this Section as may be reasonably satisfactory) shall be delivered to the Administrative Agent. Borrower agrees to pay all premiums on such insurance as they become due (including grace periods).

12.9 MAINTENANCE OF PROPERTIES. Borrower shall maintain, keep and preserve, and cause each Subsidiary to maintain, keep and preserve, all of its material properties (tangible and intangible) necessary or used in the proper conduct of its business in good working order and condition, ordinary wear and tear excepted, and shall cause to be made all repairs, renewals, replacements, betterments and improvements thereof, all as in the sole judgment of Borrower may be reasonably necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times.

12.10 PAYMENT OF LIABILITIES. Borrower shall pay, and shall cause its Subsidiaries to pay, all liabilities (including, without limitation: (a) any indebtedness for borrowed money or for the deferred purchase price of property or services; (b) any obligations under leases which have or should have been characterized as Capitalized Leases; and (c) any contingent liabilities, such as guaranties, for the obligations of others relating to indebtedness for borrowed money or for the deferred purchase price of property or services or relating to obligations under leases which have or should have been characterized as Capitalized Leases) as they become due beyond any period of grace under the instrument creating such liabilities, unless (with the exception of the Bank Debt) (a) the failure to pay such liabilities within such time period could not reasonably be expected to result in a Material Adverse Effect, or (b) they are contested in good faith by appropriate actions or legal proceedings, Borrower establishes adequate reserves therefor in accordance with GAAP, and such contesting will not result in a Material Adverse Effect.

12.11 INSPECTION. Borrower shall permit, and cause its Subsidiaries to permit, the Administrative Agent or any Syndication Party or their agents, during normal business hours or at such other times as the parties may agree, to examine, and make copies of or abstracts from, Borrower's properties, books, and records, and to discuss Borrower's affairs, finances, operations, and accounts with its respective officers, directors, employees, and independent certified public accountants; provided, that, in the case of each meeting with the independent accountants Borrower is given an opportunity to have a representative present at such meeting.

12.12 REQUIRED LICENSES; PERMITS; ETC. Borrower shall duly and lawfully obtain and maintain in full force and effect, and shall cause its Subsidiaries to obtain and maintain in full force and effect, all Required Licenses as appropriate for the

business being conducted and properties owned by Borrower or such Subsidiaries at any given time.

12.13 ERISA. Borrower shall make or cause to be made, and cause each Subsidiary to make or cause to be made, all payments or contributions to all Plans covered by Title IV of ERISA, which are necessary to enable those Plans to continuously meet all minimum funding standards or requirements.

12.14 MAINTENANCE OF COMMODITY POSITION. Borrower shall protect its commodity inventory holdings or commitments to buy or sell commodities against adverse price movements, including the taking of equal and opposite positions in the cash and futures markets, to minimize losses and protect margins in commodity production, storage, processing and marketing as is recognized as financially sound and reputable by prudent business persons in the commodity business.

12.15 FINANCIAL COVENANTS. Borrower shall maintain the following financial covenants, measured as an aggregation of the results of the Predecessor Companies (to the extent Borrower has not been in operation for four
(4) full Fiscal Quarters) and current financial results of Borrower through the first four Fiscal Quarters, for example measurement at the end of the first Fiscal Quarter ending after the Closing Date will incorporate the financial results of the Borrower for such Fiscal Quarter(or portion thereof) and the financial results of the Predecessor Companies for the three previous Fiscal Quarters (and, if applicable, for a portion of the Fiscal Quarter during which the Closing Date occurred):

12.15.1 WORKING CAPITAL. Borrower shall have at all times Consolidated Current Assets minus Consolidated Current Liabilities of not less than $150,000,000.

12.15.2 CONSOLIDATED FUNDED DEBT TO CONSOLIDATED CASH FLOW. Borrower shall have at all times and measured as of the end of each Fiscal Quarter, a ratio of Consolidated Funded Debt divided by Consolidated Cash Flow of no greater than 3.00 to 1.00 as measured on the previous consecutive four Fiscal Quarters.

12.15.3 ADJUSTED CONSOLIDATED FUNDED DEBT TO CONSOLIDATED MEMBERS' AND PATRONS' EQUITY. Borrower shall not permit the ratio of Adjusted Consolidated Funded Debt to Consolidated Members' and Patrons' Equity to exceed at any time .80 to 1.00.

ARTICLE 13. NEGATIVE COVENANTS

From and after the date of this Credit Agreement until the Bank Debt is indefeasibly paid in full, all Letters of Credit and Existing Letters of Credit have expired, the Syndication Parties have no obligation to make any Advance, and the Letter of Credit Bank has no obligation to issue any Committed Letters of Credit hereunder, Borrower agrees that it will observe and comply with the following covenants:

13.1 BORROWING. Borrower shall not (nor shall it permit any of its Restricted Subsidiaries to) create, incur, assume or permit to exist, directly or indirectly, any Debt, except for: (a) indebtedness of Borrower arising under this Credit Agreement and the other Loan Documents; (b) trade payables arising in the ordinary course of business; (c) Capital Leases in existence from time to time, (d) current operating liabilities (other than for borrowed money) incurred in the ordinary course of business; (e) unsecured indebtedness arising under uncommitted lines of credit; provided that the maximum principal amount that may be outstanding at any one time shall not exceed $15,000,000, (f) indebtedness on the date hereof as set forth in Exhibit 13.1 attached hereto; (g) unsecured long-term indebtedness, (h) Debt of Borrower incurred pursuant to the Term Loan Credit Agreement, (i) documentary and standby letters of credit issued at the request of Borrower or any Restricted Subsidiary by a financial institution other than the Letter of Credit Bank or a Syndication Party, provided the aggregate principal amount outstanding under such letters of credit together with the undrawn face amount under all of the Letters of Credit does not exceed $75,000,000 and provided further that the aggregate principal amount outstanding under such letters of credit together with all Advances, undrawn face amount of all the Letters of Credit and unreimbursed obligations with respect to payments made under all the Letters of Credit shall not exceed the Aggregate 364-Day Commitment, and (j) such other indebtedness agreed upon in writing between Borrower and the Syndication Parties.

13.2 NO OTHER BUSINESSES. Borrower shall not engage in any material respects in any business activity or operations other than operations or activities (a) in the agriculture industry, (b) in the food industry, or (c) which are not substantially different from or are related to its present business activities or operations.

13.3 LIENS. Borrower shall not (nor shall it permit any of its Restricted Subsidiaries to) create, incur, assume or suffer to exist any mortgage, pledge, lien, charge or other encumbrance on, or any security interest in, any of its real or personal properties (including, without limitation, leasehold interests, leasehold improvements and any other interest in real property or fixtures), now owned or hereafter acquired, except:

(a) Liens for taxes or assessments or other charges or levies of any Governmental Authority, that are not delinquent or if delinquent (i) are the subject of a Good Faith Contest but in no event past the time when a penalty would be incurred, and (ii) the aggregate amount of liabilities so secured (including interest and penalties) does not exceed $10,000,000 at any one time outstanding;

(b) Liens imposed by Law, such as mechanic's, worker's, repairman's, miner's, agister's, attorney's, materialmen's, landlord's, warehousemen's and carrier's Liens and other similar Liens which are securing obligations incurred in the ordinary course of business for sums not yet due and payable or if due and payable which are the subject of a Good Faith Contest;

(c) Liens under workers' compensation, unemployment insurance, social security or similar legislation (other than ERISA), or to secure payments of premiums for insurance purchased in the ordinary course of business, or to secure the performance of tenders, statutory obligations, surety and appearance bonds and bids, bonds for release of an attachment, stay of execution or injunction, leases, government contracts, performance and return-of-money bonds and other similar obligations, all of which are incurred in the ordinary course of business and not in connection with the borrowing of money;

(d) Any attachment or judgment Lien, the time for appeal or petition for rehearing of which shall not have expired or in respect of which Borrower or the Subsidiary is protected in all material respects by insurance or for the payment of which adequate reserves have been provided, provided that the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are the subject of a Good Faith Contest, and provided further that the aggregate amount of liabilities of Borrower and its Subsidiaries so secured (including interest and penalties) shall not be in excess of $5,000,000 at any one time outstanding;

(e) Easements, rights-of-way, restrictions, encroachments, covenants, servitudes, zoning and other similar encumbrances which, in the aggregate, do not materially interfere with the occupation, use and enjoyment by Borrower or any Restricted Subsidiary of the property or assets encumbered thereby in the normal course of its business or materially impair the value of the property subject thereto;

(f) Liens arising in the ordinary course of business and created in connection with amounts on deposit in charge card and like accounts (such as Visa or MasterCard);

(g) Liens on land, buildings and equipment existing at the time of their acquisition or Liens to secure the payment of all or any part of the purchase price of such land, buildings or equipment or to secure Funded Debt incurred prior to, at the time of, or within one-hundred eighty (180) days after the acquisition of such property for the purpose of financing all or any part of the purchase price thereof, provided that any such Liens shall not encumber any other property of Borrower or its Restricted Subsidiaries;

(h) Liens assumed in connection with permitted mergers and acquisitions, but only to the extent that such Liens shall secure only Funded Debt and shall not encumber any other property of Borrower or any Restricted Subsidiary;

(i) Liens on financed property created or incurred in connection with leases, mortgages, conditional sales contracts, security interests or arrangements for the retention of title entered into by Borrower or any of its Restricted Subsidiaries to secure "industrial revenue bonds" as defined in
Section 103(b)(2) of the Code and treated as obligations described in legislation similar to the provisions of said Sections of the Code enacted in any State of the United States or Puerto Rico, which are issued to finance property useful and intended to be used in carrying on the business of Borrower or any of its Restricted Subsidiaries, provided that upon creation of any such Lien

Borrower or such Restricted Subsidiary shall incur Funded Debt secured thereby in conformity with the provisions of Section 13.1 hereof;

(j) Liens on property or assets of a Restricted Subsidiary to secure Debt of such Restricted Subsidiary to Borrower;

(k) Liens of CoBank, St. Paul Bank and other cooperatives, respectively, on Investments by Borrower in the stock, participation certificates, or allocated reserves of CoBank, St. Paul Bank or other cooperatives, respectively, owned by Borrower;

(l) All precautionary filings of financing statements under the Uniform Commercial Code which cover property that is made available to or used by Borrower or any Restricted Subsidiary pursuant to the terms of an Operating Lease or Capital Lease; and

(m) Liens securing its reimbursement obligations under any letter of credit issued in connection with the acquisition of an asset; provided that (i) the lien attaches only to such asset, and (ii) the lien is released upon satisfaction of such reimbursement obligation.

13.4 SALE OF ASSETS. Borrower shall not (nor shall it permit any of its Restricted Subsidiaries to) sell, convey, assign, lease or otherwise transfer or dispose of, voluntarily, by operation of law or otherwise, any material part of its now owned or hereafter acquired assets during any twelve (12) month period commencing June 1, 1998 and each June 1 thereafter, except: (a) the sale of inventory, equipment and fixtures disposed of in the ordinary course of business, (b) the sale or other disposition of assets no longer necessary or useful for the conduct of its business, and (c) leases of assets to an entity in which Borrower has at least a fifty-percent (50%) interest in ownership, profits, and governance. For purposes of this Section, "material part" shall mean ten percent (10%) or more of the lesser of the book value or the market value of the assets of Borrower or such Restricted Subsidiary as shown on the balance sheets thereof as of the May 31 immediately preceding each such twelve
(12) month measurement period.

13.5 LIABILITIES OF OTHERS. Borrower shall not (nor shall it permit any of its Restricted Subsidiaries to) assume, guarantee, become liable as a surety, endorse, contingently agree to purchase, or otherwise be or become liable, directly or indirectly (including, but not limited to, by means of a maintenance agreement, an asset or stock purchase agreement, or any other agreement designed to ensure any creditor against loss), for or on account of the obligation of any Person, except (a) by the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of the Borrower's or any Restricted Subsidiary's business, and (b) guarantees made from time to time by Borrower and its Restricted Subsidiaries in the ordinary course of their respective businesses; provided, however, that the aggregate amount of all indebtedness guaranteed under clause (b) above shall not exceed $100,000,000 in the aggregate.

13.6 LOANS. Borrower shall not (nor shall it permit any of its Restricted Subsidiaries to) lend or advance money, credit, or property to any Person, except for (a) loans to Restricted Subsidiaries, (b) trade credit extended in the ordinary course of business, (c) loans made by Borrower to its members on open account maintained by such members with Borrower or made by Borrower to its members pursuant to its Affiliate Financing CoBank Participation Program; provided that the aggregate principal amount of all such loans outstanding at any time shall not exceed $150,000,000, and (d) loans made by Fin-Ag, Inc. to agricultural producers, provided that the aggregate principal amount of all such loans outstanding at any time shall not exceed $50,000,000.

13.7 MERGER; ACQUISITIONS; BUSINESS FORM; ETC. Borrower shall not merge (nor shall it permit any of its Restricted Subsidiaries to) or consolidate with any entity, or acquire all or substantially all of the assets of any person or entity, or form or create any new subsidiary (other than a Restricted Subsidiary formed by Borrower) or affiliate, change its business form from a cooperative corporation, or commence operations under any other name, organization, or entity, including any joint venture; provided, however, that the foregoing shall not prevent any consolidation or merger if after giving effect thereto:

(a) The book value of Borrower and its Subsidiaries does not increase due to all such mergers, consolidations or acquisitions by an aggregate amount in excess of $50,000,000 in any fiscal year of Borrower;

(b) Borrower is the surviving entity; and

(c) No Event of Default or Potential Default shall have occurred and be continuing.

13.8 INVESTMENTS. Except for the purchase of Bank Equity Interests, Borrower shall not (nor shall it permit any of its Restricted Subsidiaries to) own, purchase or acquire any stock, obligations or securities of, or any other interest in, or make any capital contribution to, any Person, except that Borrower and the Restricted Subsidiaries may own, purchase or acquire:

(a) commercial paper maturing not in excess of one year from the date of acquisition and rated P1 by Moody's Investors Service, Inc. or A1 by Standard & Poor's Corporation on the date of acquisition;

(b) certificates of deposit in North American commercial banks rated C or better by Keefe, Bruyette & Woods, Inc. or 3 or better by Cates Consulting Analysts, maturing not in excess of one year from the date of acquisition;

(c) obligations of the United States government or any agency thereof, the obligations of which are guaranteed by the United States government, maturing, in each case, not in excess of one year from the date of acquisition;

(d) repurchase agreements of any bank or trust company incorporated under the laws of the United States of America or any state thereof and fully secured by a pledge of obligations issued or fully and unconditionally guaranteed by the United States government;

(e) Investments permitted under Sections 13.5, 13.6, and 13.9;

(f) Investments made prior to the Closing Date in Persons, which are not Restricted Subsidiaries, identified on Exhibit 13.8 hereto as it may be supplemented (by adding or removing Persons) from time to time by Borrower;

(g) Investments (by Borrower) in the Restricted Subsidiaries; and

(h) Investments (by Borrower) in Subsidiaries, other than Restricted Subsidiaries, in an aggregate amount not exceeding $75,000,000.00;

(i) Investments in the form of non-cash patronage dividends in any Person; and

(j) Investments, in addition to those permitted by clauses (a) through (i) above, in an aggregate amount not exceeding $75,000,000.00.

13.9 TRANSACTIONS WITH RELATED PARTIES. Borrower shall not purchase, acquire, provide, or sell any equipment, other personal property, real property or services from or to any Subsidiary (other than a Restricted Subsidiary), except in the ordinary course and pursuant to the reasonable requirements of Borrower's business and upon fair and reasonable terms no less favorable than would be obtained by Borrower in a comparable arm's-length transaction with an unrelated Person.

13.10 PATRONAGE REFUNDS, ETC. Borrower shall not, directly or indirectly, in any Fiscal Year (a) declare or pay any cash patronage refunds to patrons or members which in the aggregate exceed 20% of Borrower's consolidated net patronage income for the Fiscal Year of Borrower preceding the Fiscal Year in which such patronage refunds are to be paid, (b) directly or indirectly redeem or otherwise retire its equity, or (c) make any cash distributions of any kind or character in respect of its equity, unless, in the case of (a), (b), or
(c), (i) at the time of taking such action no Event of Default or Potential Default exists hereunder and (ii) after giving effect thereto no Event of Default or Potential Default would exist hereunder.

13.11 CHANGE IN FISCAL YEAR. Borrower shall not change its Fiscal Year from a year ending on August 31 unless required to do so by the Internal Revenue Service, in which case Borrower agrees to such amendment of the terms Fiscal Quarter and Fiscal Year, as used herein, as the Administrative Agent reasonably deems necessary.

ARTICLE 14. INDEMNIFICATION

14.1 GENERAL; STAMP TAXES; INTANGIBLES TAX. Borrower agrees to indemnify and hold the Administrative Agent and each Syndication Party and their directors, officers, employees, agents, professional advisers and representatives ("INDEMNIFIED PARTIES") harmless from and against any and all claims, damages, losses, liabilities, costs or expenses whatsoever which the Administrative Agent or any other Indemnified Party may incur (or which may be claimed against any such Indemnified Party by any Person), including attorneys' fees incurred by any Indemnified Party, arising out of or resulting from: (a) the material inaccuracy of any representation or warranty of or with respect to Borrower in this Credit Agreement or the other Loan Documents; (b) the material failure of Borrower to perform or comply with any covenant or obligation of Borrower under this Credit Agreement or the other Loan Documents; or (c) the exercise by the Administrative Agent of any right or remedy set forth in this Credit Agreement or the other Loan Documents, provided that Borrower shall have no obligation to indemnify any Indemnified Party against claims, damages, losses, liabilities, costs or expenses to the extent that a court of competent jurisdiction renders a final non-appealable determination that the foregoing are solely the result of the willful misconduct or gross negligence of such Indemnified Party. In addition, Borrower agrees to indemnify and hold the Indemnified Parties harmless from and against any and all claims, damages, losses, liabilities, costs or expenses whatsoever which the Administrative Agent or any other Indemnified Party may incur (or which may be claimed against any such Indemnified Party by any Person), including attorneys' fees incurred by any Indemnified Party, arising out of or resulting from the imposition or nonpayment by Borrower of any stamp tax, intangibles tax, or similar tax imposed by any state, including any amounts owing by virtue of the assertion that the property valuation used to calculate any such tax was understated. Borrower shall have the right to assume the defense of any claim as would give rise to Borrower's indemnification obligation under this Section with counsel of Borrower's choosing so long as such defense is being diligently and properly conducted and Borrower shall establish to the Indemnified Party's satisfaction that the amount of such claims are not, and will not be, material in comparison to the liquid and unrestricted assets of Borrower available to respond to any award which may be granted on account of such claim. So long as the conditions of the preceding sentence are met, Indemnified Party shall have no further right to reimbursement of attorneys' fees incurred thereafter. The obligation to indemnify set forth in this Section shall survive the termination of this Credit Agreement and other covenants.

14.2 INDEMNIFICATION RELATING TO HAZARDOUS SUBSTANCES. Borrower shall not locate, produce, treat, transport, incorporate, discharge, emit, release, deposit or dispose of any Hazardous Substance in, upon, under, over or from any property owned or held by Borrower, except in accordance with all Environmental Regulations; Borrower shall not permit any Hazardous Substance to be located, produced, treated, transported, incorporated, discharged, emitted, released, deposited, disposed of or to escape in, upon, under, over or from any property owned or held by Borrower, except in accordance with

Environmental Regulations; and Borrower shall comply with all Environmental Regulations which are applicable to such property. Borrower shall indemnify the Indemnified Parties against, and shall reimburse the Indemnified Parties for, any and all claims, demands, judgments, penalties, liabilities, costs, damages and expenses, including court costs and attorneys' fees incurred by the Indemnified Parties (prior to trial, at trial and on appeal) in any action against or involving the Indemnified Parties, resulting from any breach of the foregoing covenants in this Section or the covenants in Section 12.6 hereof, or from the discovery of any Hazardous Substance in, upon, under or over, or emanating from, such property, it being the intent of Borrower and the Indemnified Parties that the Indemnified Parties shall have no liability or responsibility for damage or injury to human health, the environmental or natural resources caused by, for abatement and/or clean-up of, or otherwise with respect to, Hazardous Substances as the result of the Administrative Agent or any Syndication Party exercising any of its rights or remedies with respect thereto, including but not limited to becoming the owner thereof by foreclosure or conveyance in lieu of foreclosure of a judgment lien; provided that such indemnification as it applies to the exercise by the Administrative Agent or any Syndication Party of its rights or remedies with respect to the Loan Documents shall not apply to claims arising solely with respect to Hazardous Substances brought onto such property by the Administrative Agent or such Syndication Party while engaged in activities other than operations substantially the same as the operations previously conducted on such property by Borrower. The foregoing covenants of this Section shall be deemed continuing covenants for the benefit of the Indemnified Parties, and any successors and assigns of the Indemnified Parties, including but not limited to, any transferee of the title of the Administrative Agent or any Syndication Party or any subsequent owner of the property, and shall survive the satisfaction or release of any lien, any foreclosure of any lien and/or any acquisition of title to the property or any part thereof by the Administrative Agent or any Syndication Party, or anyone claiming by, through or under the Administrative Agent or any Syndication Party or Borrower by deed in lieu of foreclosure or otherwise. Any amounts covered by the foregoing indemnification shall bear interest from the date incurred at the Default Interest Rate, shall be payable on demand, and shall be secured by the Security Documents. The indemnification and covenants of this Section shall survive the termination of this Credit Agreement and other covenants.

ARTICLE 15. EVENTS OF DEFAULT; RIGHTS AND REMEDIES

15.1 EVENTS OF DEFAULT. The occurrence of any of the following events (each an "EVENT OF DEFAULT") shall, at the option of the Administrative Agent, make the entire Bank Debt immediately due and payable (provided, that in the case of an Event of Default under Subsection 15.1(f) all amounts owing under the Notes and the other Loan Documents shall automatically and immediately become due and payable without any action by or on behalf of the Administrative Agent), and the Administrative Agent may exercise all rights and remedies for the collection of any amounts outstanding hereunder and take whatever action it deems necessary to secure itself, all without notice of

default, presentment or demand for payment, protest or notice of nonpayment or dishonor, or other notices or demands of any kind or character:

(a) Failure of Borrower to pay (i) when due, whether by acceleration or otherwise, any principal in accordance with this Credit Agreement or the other Loan Documents, or (ii) within five (5) days of the date when due, whether by acceleration or otherwise, any interest or amounts other than principal in accordance with this Credit Agreement or the other Loan Documents.

(b) Any representation or warranty set forth in any Loan Document, any Borrowing Notice, any financial statements or reports or projections or forecasts, or in connection with any transaction contemplated by any such document, shall prove in any material respect to have been false or misleading when made or furnished by Borrower.

(c) Any default by Borrower in the performance or compliance with the covenants, promises, conditions or provisions of Sections 12.3, 12.8, 12.11, 12.15, 13.1, 13.3, 13.4, 13.5, 13.7, or 13.10 of this Credit Agreement; provided that a default under Subsection 12.15.1 hereof shall not constitute an Event of Default nor a Potential Default if Borrower is in compliance with such Subsection within five (5) Banking Days after the earlier of (i) the date on which Borrower discovers that it is not in compliance with such test, or (ii) the date by which Borrower is required by Subsections 12.2.1 or 12.2.2 hereof to provide quarterly or year-end financial statements and/or Compliance Certificates to the Administrative Agent.

(d) Any default by Borrower in the performance or compliance with the covenants, promises, conditions or provisions of Sections 12.2, 12.5, 12.6, 12.7, 12.9, 12.10, (except as provided in Section 15.1(e)), 12.12, 12.13, 12.14, 13.6, 13.8, 13.9, or 13.11 of this Credit Agreement, and such failure continues for fifteen (15) days after Borrower learns of such failure to comply, whether by Borrower's own discovery or through notice from the Administrative Agent.

(e) The failure of Borrower to pay when due, or failure to perform or observe any other obligation or condition with respect to any of the following obligations to any Person, beyond any period of grace under the instrument creating such obligation: (i) any indebtedness for borrowed money or for the deferred purchase price of property or services, (ii) any obligations under leases which have or should have been characterized as Capitalized Leases, or
(iii) any contingent liabilities, such as guaranties, for the obligations of others relating to indebtedness for borrowed money or for the deferred purchase price of property or services or relating to obligations under leases which have or should have been characterized as Capitalized Leases; provided that no such failure will be deemed to be an Event of Default hereunder unless and until the aggregate amount owing under obligations with respect to which such failures have occurred and are continuing is at least $1,000,000.00.

(f) Borrower applies for or consents to the appointment of a trustee or receiver for any part of its properties; any bankruptcy, reorganization, debt arrangement,

dissolution or liquidation proceeding is commenced or consented to by Borrower; or any application for appointment of a receiver or a trustee, or any proceeding for bankruptcy, reorganization, debt management or liquidation is filed for or commenced against Borrower, and is not withdrawn or dismissed within sixty (60) days thereafter.

(g) Failure of Borrower to comply with any other provision of this Credit Agreement or the other Loan Documents not constituting an Event of Default under any of the preceding subparagraphs of this Section 15.1, and such failure continues for thirty (30) days after Borrower learns of such failure to comply, whether by Borrower's own discovery or through notice from the Administrative Agent.

(h) The entry of one or more judgments in an aggregate amount in excess of $5,000,000.00 against Borrower not stayed, discharged or paid within thirty (30) days after entry.

(i) The occurrence of an "Event of Default" under the Term Loan Credit Agreement.

15.2 NO ADVANCE. The Syndication Parties shall have no obligation to make any Advance or issue any Letter of Credit if a Potential Default or an Event of Default shall occur and be continuing.

15.3 RIGHTS AND REMEDIES. In addition to the remedies set forth in
Section 15.1 and 15.2 hereof, upon the occurrence of an Event of Default, the Administrative Agent shall be entitled to exercise all the rights and remedies provided in the Loan Documents and by any applicable law. Each and every right or remedy granted to the Administrative Agent pursuant to this Credit Agreement and the other Loan Documents, or allowed the Administrative Agent by law or equity, shall be cumulative. Failure or delay on the part of the Administrative Agent to exercise any such right or remedy shall not operate as a waiver thereof. Any single or partial exercise by the Administrative Agent of any such right or remedy shall not preclude any future exercise thereof or the exercise of any other right or remedy.

ARTICLE 16. AGENCY AGREEMENT

16.1 FUNDING OF SYNDICATION INTEREST. Each Syndication Party, severally but not jointly, hereby irrevocably agrees to fund its Funding Share of the Advances ("ADVANCE PAYMENT") as determined pursuant to the terms and conditions contained herein and in particular, Articles 2, 3, and 4 hereof. Each Syndication Party's interest ("SYNDICATION INTEREST") in each Advance hereunder shall be without recourse to the Administrative Agent or any other Syndication Party and shall not be construed as a loan from any Syndication Party to the Administrative Agent or any other Syndication Party.

16.2 SYNDICATION PARTIES' OBLIGATIONS TO REMIT FUNDS. Each Syndication Party agrees to remit its Funding Share to the Administrative Agent as, and within the

time deadlines ("SYNDICATION PARTY ADVANCE DATE"), required in this Credit Agreement. Unless the Administrative Agent shall have received notice from a Syndication Party prior to the date on which such Syndication Party is to provide funds to the Administrative Agent for an Advance to be made by such Syndication Party that such Syndication Party will not make available to the Administrative Agent such funds, the Administrative Agent may assume that such Syndication Party has made such funds available to the Administrative Agent on the date of such Advance in accordance with the terms of this Credit Agreement and the Administrative Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, make available to Borrower on such date a corresponding amount. If and to the extent such Syndication Party shall not have made such funds available to the Administrative Agent by 2:00 P.M. (Central time) on the Banking Day due, such Syndication Party agrees to repay the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower until the Banking Day such amount is repaid to the Administrative Agent (assuming payment is received by the Administrative Agent at or prior to 2:00 P.M. (Central time), and until the next Banking Day if payment is not received until after 2:00 P.M.), at the customary rate set by the Administrative Agent for the correction of errors among banks for three (3) Banking Days and thereafter at the Base Rate. If such Syndication Party shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Syndication Party's Advance for purposes of this Credit Agreement. If such Syndication Party does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent shall promptly notify Borrower, and Borrower shall immediately pay such corresponding amount to the Administrative Agent with the interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is repaid to the Administrative Agent, at the rate of interest applicable at the time to such Advance.

16.3 NOTICES TO ADMINISTRATIVE AGENT. On or prior to 3:00 P.M. (Central time) on each Banking Day, each Syndication Party will notify the Administrative Agent of each Negotiated Letter of Credit issued by such Syndication Party on such day, and all payments on, reimbursements made to such Syndication Party, or terminations of Negotiated Letters of Credit on such Day.

16.4 SYNDICATION PARTY'S FAILURE TO REMIT FUNDS. If a Syndication Party ("DELINQUENT SYNDICATION PARTY") fails to remit (a) its Funding Share, (b) its 364-Day Bid Advance, or (c) its 5-Year Bid Advance, in full by the date and time required (the unpaid amount of any such payment being hereinafter referred to as the "DELINQUENT AMOUNT"), in addition to any other remedies available hereunder, any other Syndication Party or Syndication Parties may, but shall not be obligated to, advance the Delinquent Amount (the Syndication Party or Syndication Parties which advance such Delinquent Amount are referred to as the "CONTRIBUTING SYNDICATION PARTIES"), in which case (a) the Delinquent Amount which any Contributing Syndication Party advances shall be treated as a loan to the Delinquent Syndication Party and shall not be counted in

determining the Individual Outstanding 364-Day Obligations or Individual Outstanding 5-Year Obligations, as applicable, of any Contributing Syndication Party, and (b) the Delinquent Syndication Party shall be obligated to pay to the Administrative Agent, for the account of the Contributing Syndication Parties, interest on the Delinquent Amount at a rate of interest equal to the rate of interest which Borrower is obligated to pay on the Delinquent Amount plus 200 basis points ("DELINQUENCY INTEREST") until the Delinquent Syndication Party remits the full Delinquent Amount and remits all Delinquency Interest to the Administrative Agent, which will distribute such payments to the Contributing Syndication Parties (pro rata based on the amount of the Delinquent Amount which each of them (if more than one) advanced) on the same Banking Day as such payments are received by the Administrative Agent if received no later than 11:00 A.M. Central time or the next Banking Day if received by the Administrative Agent thereafter. In addition, the Contributing Syndication Parties shall be entitled to share, on the same pro rata basis, and the Administrative Agent shall pay over to them, for application against Delinquency Interest and the Delinquent Amount, the Delinquent Syndication Party's Payment Distribution and any fee distributions or distributions made under Section 16.11 hereof until the Delinquent Amount and all Delinquency Interest have been paid in full. For voting purposes the Administrative Agent shall readjust the Individual Commitments of such Delinquent Syndication Party and the Contributing Syndication Parties from time to time first to reflect the advance of the Delinquent Amount by the Contributing Syndication Parties, and then to reflect the full or partial reimbursement to the Contributing Syndication Parties of such Delinquent Amount. As between the Delinquent Syndication Party and the Contributing Syndication Parties, the Delinquent Syndication Party's interest in its Notes shall be deemed to have been partially assigned to the Contributing Syndication Parties in the amount of the Delinquent Amount and Delinquency Interest owing to the Contributing Syndication Parties from time to time. This
Section shall also be applicable to Advances funded by the Administrative Agent
(y) under Section 4.8 hereof, in which case the Administrative Agent, in its capacity as such, shall be deemed to be the Contributing Syndication Party, and
(z) under Section 4.9 hereof, in which case the Administrative Agent, in its capacity as such, shall be deemed to be the Contributing Syndication Party and the Overnight Lender shall be deemed to be the Delinquent Syndication Party. For the purposes of calculating interest owed by a Delinquent Syndication Party, payments received on other than a Banking Day shall be deemed to have been received on the next Banking Day, and payments received after 2:00 P.M. (Central time) shall be deemed to have been received on the next Banking Day.

16.5 AGENCY APPOINTMENT. Each of the Syndication Parties hereby designates and appoints the Administrative Agent to act as agent to service and collect the Loans and its respective Notes and to take such action on behalf of such Syndication Party with respect to the Loans and such Notes, and to execute such powers and to perform such duties, as specifically delegated or required herein, as well as to exercise such powers and to perform such duties as are reasonably incident thereto, and to receive and benefit from such fees and indemnifications as are provided for or set forth herein, until such time as a successor is appointed and qualified to act as the Administrative Agent.

16.6 POWER AND AUTHORITY OF THE ADMINISTRATIVE AGENT. Without limiting the generality of the power and authority vested in the Administrative Agent pursuant to Section 16.5 hereof, the power and authority vested in the Administrative Agent includes, but is not limited to, the following:

16.6.1 ADVICE. To solicit the advice and assistance of each of the Syndication Parties concerning the administration of the Loans and the exercise by the Administrative Agent of its various rights, remedies, powers, and discretions with respect thereto. As to any matters not expressly provided for by this Credit Agreement or any other Loan Document, the Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder in accordance with instructions signed by all of the Syndication Parties, the Required Lenders, or Super Majority Lenders, as the case may be, and any action taken or failure to act pursuant thereto shall be binding on all of the Syndication Parties and the Administrative Agent.

16.6.2 DOCUMENTS. To execute, seal, acknowledge, and deliver as the Administrative Agent, all such instruments as may be appropriate in connection with the administration of the Loans and the exercise by the Administrative Agent of its various rights with respect thereto.

16.6.3 PROCEEDINGS. To initiate, prosecute, defend, and to participate in, actions and proceedings in its name as the Administrative Agent for the ratable benefit of the Syndication Parties.

16.6.4 RETAIN PROFESSIONALS. To retain attorneys, accountants, and other professionals to provide advice and professional services to the Administrative Agent, with their fees and expenses reimbursable to the Administrative Agent by Syndication Parties pursuant to Section 16.18 hereof.

16.6.5 INCIDENTAL POWERS. To exercise powers reasonably incident to the Administrative Agent's discharge of its duties enumerated in Section 16.7 hereof.

16.7 DUTIES OF THE ADMINISTRATIVE AGENT. The duties of the Administrative Agent hereunder shall consist of the following:

16.7.1 POSSESSION OF DOCUMENTS. To safekeep one original of each of the Loan Documents other than the Notes (which will be in the possession of the Syndication Party named as payee therein).

16.7.2 DISTRIBUTE PAYMENTS. To receive and distribute to the Syndication Parties payments made by Borrower pursuant to the Loan Documents, as provided herein.

16.7.3 LOAN ADMINISTRATION. Subject to the provisions of Section 16.9 hereof, to, on behalf of and for the ratable benefit of all Syndication Parties, in accordance with customary banking practices, exercise all rights, powers,

privileges, and discretion to which the Administrative Agent is entitled to administer the Loans, including, without limitation: (a) monitor all borrowing activity, issuances of Letters of Credit, Individual Commitment balances, and maturity dates of all LIBO Rate Loans; (b) prepare and provide to Borrower by 4:00 P.M. (Central time) of each Banking Day a report detailing all outstanding Advances and the Individual 364-Day Lending Capacity and Individual 5-Year Lending Capacity of each Syndication Party; (c) monitor and report Credit Agreement and covenant compliance, and coordinate required credit actions by the Syndication Parties; (d) manage the process for future waivers and amendments if modifications to the Credit Agreement are required; and (e) administer, record, and process all assignments to be made for the current and future Syndication Parties.

16.7.4 DETERMINATION OF INDIVIDUAL LENDING CAPACITY AND INDIVIDUAL PRO RATA SHARES. The Administrative Agent shall (a) on or before 10:00 A.M. and again at 12:30 P.M. (Central time) on each Banking Day calculate the respective Individual 364-Day Lending Capacity and the respective Individual 5-Year Lending Capacity of each Syndication Party, which 10:00 A.M. calculation shall be in effect until 12:30 P.M. of the same Banking Day and which 12:30 P.M. calculation shall be in effect until 10:00 A.M. of the next succeeding Banking Day; and (b) on or before 12:00 noon (Central time) on each Banking Day calculate the respective Individual 364-Day Pro Rata Share and the respective Individual 5-Year Pro Rata Share of each Syndication Party, which calculation shall be in effect until 12:00 noon of the next succeeding Banking Day.

16.7.5 ACTION UPON DEFAULT. Each Syndication Party agrees that upon its learning of any facts which would constitute a Potential Default or Event of Default, it shall promptly notify the Administrative Agent by a writing designated as a notice of default specifying in detail the nature of such facts and default, and the Administrative Agent shall promptly send a copy of such notice to all other Syndication Parties. The Administrative Agent shall be entitled to assume that no Event of Default or Potential Default has occurred or is continuing unless an officer thereof primarily responsible for the Administrative Agent's duties as such with respect to the Loans or primarily responsible for the credit relationship between the Administrative Agent and Borrower has actual knowledge of facts which would result in or constitute a Potential Default or Event of Default, or has received written notice from Borrower of such fact, or has received written notice of default from a Syndication Party. In the event the Administrative Agent has obtained actual knowledge (in the manner described above) or received written notice of the occurrence of a Potential Default or Event of Default as provided in the preceding sentences, the Administrative Agent may, but is not required to exercise or refrain from exercising any rights which may be available under the Loan Documents or at law on account of such occurrence and shall be entitled to use its discretion with respect to exercising or refraining from exercising any such rights, unless and until the Administrative Agent has received specific written instruction from the Required Lenders to refrain from exercising such rights or to take specific designated action, in which case it shall follow such instruction; provided that the

Administrative Agent shall not be required to take any action which will subject it to personal liability, or which is or may be contrary to any provision of the Loan Documents or applicable law. The Administrative Agent shall not be subject to any liability by reason of its acting or refraining from acting pursuant to any such instruction.

16.7.6 INDEMNIFICATION AS CONDITION TO ACTION. Except for action expressly required of the Administrative Agent hereunder, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder unless it shall have received further assurances (which may include cash collateral) of the indemnification obligations of the Syndication Parties under Section 16.19 hereof in respect of any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action.

16.8 BID AGENT'S APPOINTMENT, POWER, AUTHORITY, DUTIES AND RESIGNATION OR REMOVAL. Each of the Syndication Parties hereby designates and appoints the Bid Agent to act as such and to take such action on behalf of such Syndication Party with respect to the acceptance and processing of Bid Requests and Bids as provided herein, as well as to exercise such powers and to perform such duties as are reasonably incident thereto, and to receive and benefit from such fees and indemnifications as are provided for or set forth herein, until such time as a successor is appointed and qualified to act as the Bid Agent. The Bid Agent shall have such duties as specified in this Credit Agreement. The resignation, removal, and designation of a successor for, the Bid Agent shall be in accordance with the procedures set forth in Section 16.22 hereof with respect to the Administrative Agent.

16.9 CONSENT REQUIRED FOR CERTAIN ACTIONS. Notwithstanding the fact that this Credit Agreement may otherwise provide that the Administrative Agent may act at its discretion, the Administrative Agent may not take any of the following actions (nor may the Syndication Parties take the action described in Subsection 16.9.1(c)) with respect to, or under, the Loan Documents without the prior written consent, given after notification by the Administrative Agent of its intention to take any such action (or notification by such Syndication Parties as are proposing the action described in Subsection 16.9.1(c) of their intention to do so), of:

16.9.1 UNANIMOUS. Each of the Syndication Parties holding an Individual 364-Day Commitment or an Individual 5-Year Commitment, as applicable, before:

(a) Agreeing to an increase in the Aggregate 364-Day Commitment or the Aggregate 5-Year Commitment, as applicable, or an extension of the 364-Day Maturity Date or the 5-Year Maturity Date, as applicable;

(b) Agreeing to a reduction in the amount, or to a delay in the due date, of any payment by Borrower of interest, principal, or fees with respect to the 364-Day Facility or the 5-Year Facility, as applicable; provided, however, this

restriction shall not apply to a delay in payment granted by the Administrative Agent in the ordinary course of administration of the Loans and the exercise of reasonable judgment, so long as such payment delay does not exceed five (5) days;

(c) Reducing the voting rights percentage set forth in this Subsection 16.9.1; or

(d) Agreeing to waive any material provisions of this Credit Agreement relating to the 364-Day Facility or the 5-Year Facility, as applicable.

16.9.2 REQUIRED LENDERS. The Required Lenders before:

(a) Consenting to any action, amendment, or granting any waiver with respect to either the 364-Day Facility or the 5-Year Facility, not covered in Subsection 16.9.1; or

(b) Agreeing to amend Article 16 of this Credit Agreement (other than Subsection 16.9.1(c)).

16.9.3 ACTION WITHOUT VOTE. Notwithstanding any other provisions of this Section, the Administrative Agent may take the following actions without obtaining the consent of the Syndication Parties:

(a) Determining (i) whether the conditions to an Advance have been met, and (ii) the amount of such Advance;

(b) Determining whether the Bid Advance conditions and procedures as set forth in Article 4 hereof have been properly satisfied.

If no written consent or denial is received from a Syndication Party within five
(5) Banking Days after written notice of any proposed action as described in this Section is delivered to such Syndication Party by the Administrative Agent, such Syndication Party shall be conclusively deemed to have consented thereto for the purposes of this Section.

16.10 DISTRIBUTION OF PRINCIPAL AND INTEREST. The Administrative Agent will receive and accept all payments (including prepayments) of principal and interest made by Borrower on the Loans and the Notes and will hold all such payments in trust for the benefit of all present and future Syndication Parties, and, if requested in writing by the Required Lenders, in an account segregated from the Administrative Agent's other funds and accounts ("PAYMENT ACCOUNT"). After the receipt by the Administrative Agent of any payment representing interest or principal on the Loans, the Administrative Agent shall remit to each Syndication Party its share of such payment as provided in Article 7 hereof, ("PAYMENT DISTRIBUTION") no later than 3:00 P.M. (Central time) on the same Banking Day as such payment is received by the Administrative Agent if received no later than 1:00 P.M. (Central time) or the next Banking Day if received by the

Administrative Agent thereafter. Any Syndication Party's rights to its Payment Distribution shall be subject to the rights of any Contributing Syndication Parties to such amounts as set forth in Section 16.4 hereof.

16.11 DISTRIBUTION OF CERTAIN AMOUNTS. The Administrative Agent shall
(a) receive and hold in trust for the benefit of all present and future Syndication Parties, in the Payment Account and, if requested in writing by the Required Lenders, segregated from the Administrative Agent's other funds and accounts and (b) shall remit to the Syndication Parties, as indicated, the amounts described below:

16.11.1 FUNDING LOSSES. To each Syndication Party the amount of any Funding Losses paid by Borrower to the Administrative Agent in connection with a prepayment of any portion of a LIBO Rate Loan or a Bid Loan, in accordance with the Funding Loss Notice such Syndication Party provided to the Administrative Agent, no later than 3:00 P.M. (Central time) on the same Banking Day that payment of such Funding Losses is received by the Administrative Agent, if received no later than 1:00 P.M. (Central time), or the next Banking Day if received by the Administrative Agent thereafter.

16.11.2 FEES. To each Syndication Party its share of any 364-Day Facility Fees and 5-Year Facility Fees paid by Borrower to the Administrative Agent, no later than 3:00 P.M. (Central time) on the same Banking Day that payment of such fees is received by the Administrative Agent, if received no later than 1:00 P.M. (Central time), or the next Banking Day if received by the Administrative Agent thereafter.

16.12 POSSESSION OF LOAN DOCUMENTS. The Loan Documents (other than the Notes) shall be held by the Administrative Agent in its name, for the ratable benefit of itself and the other Syndication Parties without preference or priority.

16.13 COLLATERAL APPLICATION. The Syndication Parties shall have no interest in any other loans made to Borrower by any other Syndication Party other than the Loans, or in any property taken as security for any other loan or loans made to Borrower by any other Syndication Party, or in any property now or hereinafter in the possession or control of any other Syndication Party, which may be or become security for the Loans solely by reason of the provisions of a security instrument that would cause such security instrument and the property covered thereby to secure generally all indebtedness owing by Borrower to such other Syndication Party. Notwithstanding the foregoing, to the extent such other Syndication Party applies such funds or the proceeds of such property to reduction of the Loans, such other Syndication Party shall share such funds or proceeds with all Syndication Parties according to their respective Individual Commitments. In the event that any Syndication Party shall obtain payment, whether partial or full, from any source in respect of the Loans, including without limitation payment by reason of the exercise of a right of offset, banker's lien, general lien, or counterclaim, such Syndication Party shall promptly make such adjustments (which may include payment in cash or the purchase of further syndications or participations in the Loans) to the end that such excess payment shall be shared with all other Syndication

Parties in accordance with their respective Individual Commitments. Notwithstanding any of the foregoing provisions of this Section or Article 9 hereof: (a) no Syndication Party other than CoBank shall have any right to, or to the proceeds of, or any right to the application to any amount owing to such Syndication Party hereunder of any the proceeds of, any Bank Equity Interests issued to Borrower by CoBank or on account of any statutory lien held by CoBank on such Bank Equity Interests, and (b) no Syndication Party other than St. Paul Bank shall have any right to, or to the proceeds of, or any right to the application to any amount owing to such Syndication Party hereunder of any the proceeds of, any Bank Equity Interests issued to Borrower by St. Paul Bank or on account of any statutory lien held by St. Paul Bank on such Bank Equity Interests.

16.14 AMOUNTS REQUIRED TO BE RETURNED. If the Administrative Agent makes any payment to a Syndication Party in anticipation of the receipt of final funds from Borrower, and such funds are not received from Borrower, or if excess funds are paid by the Administrative Agent to any Syndication Party as the result of a miscalculation by the Administrative Agent, then such Syndication Party shall, on demand of the Administrative Agent, forthwith return to the Administrative Agent any such amounts, plus interest thereon (from the day such amounts were transferred by the Administrative Agent to the Syndication Party to, but not including, the day such amounts are returned by Syndication Party) at a rate per annum equal to the customary rate set by the Administrative Agent for the correction of errors among banks for three (3) Banking Days and thereafter at the Base Rate. If the Administrative Agent is required at any time to return to Borrower or a trustee, receiver, liquidator, custodian, or similar official any portion of the payments made by Borrower to the Administrative Agent, whether pursuant to any bankruptcy or insolvency law or otherwise, then each Syndication Party shall, on demand of the Administrative Agent, forthwith return to the Administrative Agent any such payments transferred to such Syndication Party by the Administrative Agent but without interest or penalty (unless the Administrative Agent is required to pay interest or penalty on such amounts to the person recovering such payments).

16.15 REPORTS AND INFORMATION TO SYNDICATION PARTIES. The Administrative Agent shall use reasonable efforts to provide to Syndication Parties, as soon as practicable after actual knowledge thereof is acquired by an officer thereof primarily responsible for the Administrative Agent's duties as such with respect to the Loans or primarily responsible for the credit relationship between the Administrative Agent and Borrower, any material factual information which has a material adverse effect on the creditworthiness of Borrower and Borrower hereby authorizes such disclosure by the Administrative Agent to the Syndication Parties (and by the Syndication Parties to any of their participants). Failure of the Administrative Agent to provide the information referred to in this Section or in Subsection 16.7.5 hereof shall not result in any liability upon, or right to make a claim against, the Administrative Agent except where a court of competent jurisdiction renders a final non-appealable determination that such failure is a result of the willful misconduct or gross negligence of the Administrative Agent. Syndication Parties acknowledge and agree that all information and reports received pursuant to this Credit Agreement will be received in confidence in connection with

their Syndication Interest, and that such information and reports constitute confidential information and shall not, without the prior written consent of the Administrative Agent or Borrower, as applicable, be (x) disclosed to any third party (other than the Administrative Agent, another Syndication Party or potential Syndication Party, or a participant or potential participant in the interest of a Syndication Party, which disclosure is hereby approved by Borrower), except pursuant to appropriate legal or regulatory process, or (y) used by the Syndication Party except in connection with the Loans and its Syndication Interest.

16.16 STANDARD OF CARE. the Administrative Agent shall not be liable to Syndication Parties for any error in judgment or for any action taken or not taken by the Administrative Agent or its agents, except for its gross negligence or willful misconduct. Subject to the preceding sentence, the Administrative Agent will exercise the same care in administering the Loans and the Loan Documents as it exercises for similar loans which it holds for its own account and risk, and the Administrative Agent shall not have any further responsibility to the Syndication Parties. Without limiting the foregoing, the Administrative Agent may rely on the advice of counsel concerning legal matters and on any written document it believes to be genuine and correct and to have been signed or sent by the proper Person or Persons.

16.17 NO TRUST RELATIONSHIP. Neither the execution of this Credit Agreement, nor the sharing in the Loans, nor the holding of the Loan Documents in its name by the Administrative Agent, nor the management and administration of the Loans and Loan Documents by the Administrative Agent (including the obligation to hold certain payments and proceeds in the Payment Account in trust for the Syndication Parties), nor any other right, duty or obligation of the Administrative Agent under or pursuant to this Credit Agreement is intended to be or create, and none of the foregoing shall be construed to be or create, any express, implied or constructive trust relationship between the Administrative Agent and any Syndication Party. Each Syndication Party hereby agrees and stipulates that the Administrative Agent is not acting as trustee for such Syndication Party with respect to the Loans, this Credit Agreement, or any aspect of either, or in any other respect.

16.18 SHARING OF COSTS AND EXPENSES. To the extent not paid by Borrower, each Syndication Party will promptly upon demand reimburse the Administrative Agent for its proportionate share (based on the ratio of the total of its Individual Commitments to the sum of the Aggregate 364-Day Commitment and the Aggregate 5-Year Commitment), for all reasonable costs, disbursements, and expenses incurred by the Administrative Agent on or after the date of this Credit Agreement for legal, accounting, consulting, and other services rendered to the Administrative Agent in its role as the Administrative Agent in the administration of the Loans, interpreting the Loan Documents, and protecting, enforcing, or otherwise exercising any rights, both before and after default by Borrower under the Loan Documents, and including, without limitation, all costs and expenses incurred in connection with any bankruptcy proceedings; provided, however, that the costs and expenses to be shared in accordance with this Section shall not include any costs or expenses incurred by the Administrative

Agent solely as a Syndication Party in connection with the Loans, nor to the Administrative Agent's internal costs and expenses.

16.19 SYNDICATION PARTIES' INDEMNIFICATION OF THE ADMINISTRATIVE AGENT. Each of the Syndication Parties agree to indemnify the Administrative Agent, including any Successor Agent, and the Bid Agent, and their respective directors, officers, employees, agents, professional advisers and representatives ("INDEMNIFIED AGENCY PARTIES"), (to the extent not reimbursed by Borrower, and without in any way limiting the obligation of Borrower to do so), ratably (based on the ratio of the total of its Individual Commitments to the sum of the Aggregate 364-Day Commitment and the Aggregate 5-Year Commitment), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including, without limitation, at any time following the payment of the Loans and/or the expiration or termination of this Credit Agreement) be imposed on, incurred by or asserted against the Administrative Agent or the Bid Agent (or any of the Indemnified Agency Parties while acting for the Administrative Agent or for any Successor Agent) in any way relating to or arising out of this Credit Agreement or the Loan Documents, or the performance of the duties of the Administrative Agent or the Bid Agent hereunder or thereunder or any action taken or omitted while acting in the capacity of the Administrative Agent or the Bid Agent under or in connection with any of the foregoing; provided that the Syndication Parties shall not be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of an Indemnified Agency Party to the extent that any of the forgoing result from the gross negligence or willful misconduct of that Indemnified Agency Party as determined by a court of competent jurisdiction. The agreements and obligations in this Section shall survive the payment of the Loans and the expiration or termination of this Credit Agreement.

16.20 BOOKS AND RECORDS. The Administrative Agent shall maintain such books of account and records relating to the Loans as it maintains with respect to other loans of similar type and amount, and which shall clearly and accurately reflect the Syndication Interest of each Syndication Party. Syndication Parties, or their agents, may inspect such books of account and records at all reasonable times during the Administrative Agent's regular business hours.

16.21 ADMINISTRATIVE AGENT FEE. CoBank and any Successor Agent shall be entitled to the Administrative Agent Fee for acting as the Administrative Agent. In the event the Successor Agent is contractually entitled to an additional fee, each Syndication Party will be responsible for its proportionate share (based on the ratio of the total of its Individual Commitments to the sum of the Aggregate 364-Day Commitment and the Aggregate 5-Year Commitment) thereof.

16.22 THE ADMINISTRATIVE AGENT'S RESIGNATION OR REMOVAL. The Administrative Agent may resign at any time by giving at least sixty (60) days' prior written notice of its intention to do so to each of the Syndication Parties and Borrower.

After the receipt of such notice, the Syndication Parties holding Individual Commitments in the aggregate at least sixty-six and two-thirds percent (66 2/3%) of the sum of the Aggregate 364-Day Commitment and the Aggregate 5-Year Commitment ("SUPER MAJORITY LENDERS") shall appoint a successor ("SUCCESSOR AGENT"). If (a) no Successor Agent shall have been so appointed which is either
(i) a Syndication Party, or (ii) if not a Syndication Party, which is a Person approved by Borrower, or (b) if such Successor Agent has not accepted such appointment, in either case within forty-five (45) days after the retiring Administrative Agent's giving of such notice of resignation, then the retiring Administrative Agent may, after consulting with, but without requiring the approval of, Borrower, appoint a Successor Agent which shall be a bank or a trust company organized under the laws of the United States of America or any state thereof and having a combined capital, surplus and undivided profit of at least $250,000,000. Any Administrative Agent may be removed upon the written demand of the Super Majority Lenders, which demand shall also appoint a Successor Agent. Upon the appointment of a Successor Agent hereunder, (a) the term "Administrative Agent" shall for all purposes of this Credit Agreement thereafter mean such Successor Agent, and (b) the Successor Agent shall notify Borrower of its identity and of the information called for in Subsection 17.4.2 hereof. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent, or the removal hereunder of any Administrative Agent, the provisions of this Credit Agreement shall continue to inure to the benefit of such Administrative Agent as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Credit Agreement.

16.23 REPRESENTATIONS AND WARRANTIES OF ALL PARTIES. The Administrative Agent, the Bid Agent, and each Syndication Party represents and warrants that:
(a) the execution and delivery of, and performance of its obligations under, this Credit Agreement is within its power and has been duly authorized by all necessary corporate and other action by it; (b) this Credit Agreement is in compliance with all applicable laws and regulations promulgated under such laws and does not conflict with nor constitute a breach of its charter or by-laws nor any agreements by which it is bound, and does not violate any judgment, decree or governmental or administrative order, rule or regulation applicable to it;
(c) no approval, authorization or other action by, or declaration to or filing with, any governmental or administrative authority or any other Person is required to be obtained or made by it in connection with the execution and delivery of, and performance of its obligations under, this Credit Agreement; and (d) this Credit Agreement has been duly executed by it, and constitutes the legal, valid, and binding obligation of such Person, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and general equitable principles (regardless of whether such enforceability is considered in a proceeding at law or in equity). Each Syndication Party that is a state or national bank represents and warrants that the act of entering into and performing its obligations under this Credit Agreement has been approved by its board of directors or its loan committee and such action was duly noted in the written minutes of the meeting

of such board or committee, and that it will furnish the Administrative Agent with a certified copy of such minutes or an excerpt therefrom reflecting such approval.

16.24 REPRESENTATIONS AND WARRANTIES OF COBANK. Except as expressly set forth in Section 16.23 hereof, CoBank, in its role as a Syndication Party and as the Administrative Agent, makes no express or implied representation or warranty and assumes no responsibilities with respect to the due authorization, execution, or delivery of the Loan Documents; the accuracy of any information, statements, or certificates provided by Borrower, the legality, validity, or enforceability of the Loan Documents; the filing or recording of any document; the collectibility of the Loans; the performance by Borrower of any of its obligations under the Loan Documents; or the financial condition or solvency of Borrower or any other party obligated with respect to the Loans or the Loan Documents.

16.25 SYNDICATION PARTIES' INDEPENDENT CREDIT ANALYSIS. Each Syndication Party acknowledges receipt of true and correct copies of all Loan Documents (other than any Note payable to another Syndication Party) from the Administrative Agent. Each Syndication Party agrees and represents that it has relied upon its independent review (a) of the Loan Documents, and (b) any information independently acquired by such Syndication Party from Borrower or otherwise in making its decision to acquire an interest in the Loans independently and without reliance on the Administrative Agent. Each Syndication Party represents and warrants that it has obtained such information as it deems necessary (including any information such Syndication Party independently obtained from Borrower or others) prior to making its decision to acquire an interest in the Loans. Each Syndication Party further agrees and represents that it has made its own independent analysis and appraisal of and investigation into each Borrower's authority, business, operations, financial and other condition, creditworthiness, and ability to perform its obligations under the Loan Documents and has relied on such review in making its decision to acquire an interest in the Loans. Each Syndication Party agrees that it will continue to rely solely upon its independent review of the facts and circumstances related to Borrower, and without reliance upon the Administrative Agent, in making future decisions with respect to all matters under or in connection with the Loan Documents and the Loans. The Administrative Agent assumes no responsibility for the financial condition of Borrower or for the performance of Borrower's obligations under the Loan Documents. Except as otherwise expressly provided herein, no Syndication Party shall have any duty or responsibility to furnish to any other Syndication Parties any credit or other information concerning Borrower which may come into its possession.

16.26 NO JOINT VENTURE OR PARTNERSHIP. Neither the execution of this Credit Agreement, the sharing in the Loans, nor any agreement to share in payments or losses arising as a result of this transaction is intended to be or to create, and the foregoing shall not be construed to be, any partnership, joint venture or other joint enterprise between the Administrative Agent and any Syndication Party, nor between or among any of the Syndication Parties.

16.27 PURCHASE FOR OWN ACCOUNT; RESTRICTIONS ON TRANSFER; PARTICIPATIONS. Each Syndication Party represents that it has acquired and is retaining its interest in the Loans for its own account in the ordinary course of its banking or financing business and not with a view toward the sale, distribution, further participation, or transfer thereof. Each Syndication Party other than CoBank and St. Paul Bank agrees that it will not sell, assign, convey or otherwise dispose of ("TRANSFER"), or create or permit to exist any lien or security interest on all or any part of its interest in the Loans, without the prior written consent of the Administrative Agent and Borrower (which consent will not be unreasonably withheld); provided that: (a) any such Transfer (except a Transfer to another Syndication Party or a Transfer by CoBank or by St. Paul Bank) must be in a minimum amount of $10,000,000.00; (b) each Syndication Party must maintain an Individual Commitment of no less than $15,000,000.00, unless it Transfers its entire interest in the Loans; (c) the transferee must execute an agreement substantially in the form of Exhibit 16.27 hereto ("SYNDICATION ACQUISITION AGREEMENT") and assume all of the transferor's obligations hereunder and execute such documents as the Administrative Agent may reasonably require; and (d) the Syndication Party making such Transfer must pay the Administrative Agent an assignment fee of $3,500.00. Any Syndication Party may participate any part of its interest in the Loans to any Person with the prior written consent of the Administrative Agent and Borrower (which consent will not be unreasonably withheld), and each Syndication Party understands and agrees that in the event of any such participation: (x) its obligations hereunder will not change on account of such participation; (y) except as provided in Section 16.28 hereof, the participant will have no rights under this Credit Agreement, including, without limitation, voting rights or the right to receive payments or distributions; and (z) the Administrative Agent shall continue to deal directly with the Syndication Party with respect to the Loans (including with respect to voting rights) as though no participation had been granted and will not be obligated to deal directly with any participant. Notwithstanding any provision contained herein to the contrary, any Syndication Party may at any time pledge or assign all or any portion of its interest in the Loans to any Federal Reserve Bank in accordance with applicable law. CoBank and St. Paul Bank reserve the right to sell participations on a non-patronage basis.

16.28 CERTAIN PARTICIPANTS' VOTING RIGHTS. All Persons which purchase a participation interest in the interest of CoBank or St. Paul Bank as a Syndication Party hereunder may, in the sole discretion of CoBank or St. Paul Bank, respectively (or as required in any agreement under which such purchase is made and governed), be allowed by CoBank or St. Paul Bank to vote, on a dollar basis, as if such participant were a Syndication Party, on any matter requiring or allowing CoBank or St. Paul Bank, as applicable, in its capacity as a Syndication Party, to provide or withhold its consent, or to otherwise vote on any proposed action.

16.29 METHOD OF MAKING PAYMENTS. Payment and transfer of all amounts owing or to be paid or remitted hereunder, including, without limitation, payment of the Advance Payment by Syndication Parties, and distribution of principal or interest payments or fees or other amounts by the Administrative Agent, shall be by wire

transfer in accordance with the instructions contained on Exhibit 16.29 hereto ("WIRE INSTRUCTIONS").

16.30 EVENTS OF SYNDICATION DEFAULT/REMEDIES.

16.30.1 SYNDICATION PARTY DEFAULT. Any of the following occurrences, failures or acts, with respect to any of the Syndication Parties shall constitute an "EVENT OF SYNDICATION DEFAULT" hereunder by such party: (a) if any representation or warranty made by such party in this Credit Agreement shall be found to have been untrue in any material respect; (b) if such party fails to make any distributions or payments required under this Credit Agreement within five (5) days of the date required; (c) if such party breaches any other covenant, agreement, or provision of this Credit Agreement which breach shall have continued uncured for a period of thirty (30) consecutive days after such breach first occurs, unless a shorter period is required to avoid prejudicing the rights and position of the other Syndication Parties; (d) if any agency having supervisory authority over such party, or any creditors thereof, shall file a petition to reorganize or liquidate such party pursuant to any applicable federal or state law or regulation and such petition shall not be discharged or denied within fifteen (15) days after the date on which it is filed; (e) if by the order of a court of competent jurisdiction or by any appropriate supervisory agency, a receiver, trustee or liquidator shall be appointed for such party or for all or any material part of its property or if such party shall be declared insolvent; or (f) if such party shall be dissolved, or shall make an assignment for the benefit of its creditors, or shall file a petition seeking to take advantage of any debtors' act, including the bankruptcy act, or shall admit in writing its inability to pay its debts generally as they become due, or shall consent to the appointment of a receiver or liquidator of all or any material part of its property.

16.30.2 REMEDIES. Upon the occurrence of an Event of Syndication Default, the non-defaulting parties, acting by, or through the direction of, a simple majority (determined based on the ratio of the total of their Individual Commitments to the sum of the Aggregate 364-Day Commitment and the Aggregate 5-Year Commitment) of the non-defaulting parties, may, in addition to any other remedy specifically set forth in this Credit Agreement, have and exercise any and all remedies available generally at law or equity, including the right to damages and to specific performance.

16.31 WITHHOLDING TAXES. Each Syndication Party represents that it is entitled to receive any payments to be made to it hereunder without the withholding of any tax and will furnish to the Administrative Agent and to Borrower such forms, certifications, statements and other documents as the Administrative Agent or Borrower may request from time to time to evidence such Syndication Party's exemption from the withholding of any tax imposed by any jurisdiction or to enable the Administrative Agent or Borrower, as the case may be, to comply with any applicable laws or regulations relating thereto. Without limiting the effect of the foregoing, if any Syndication Party is not created or organized under the laws of the United States of America or any state thereof, such Syndication Party will furnish to the Administrative Agent and Borrower

IRS Form 4224 or Form 1001, or such other forms, certifications, statements or documents, duly executed and completed by such Syndication Party, as evidence of such Syndication Party's exemption from the withholding of United States tax with respect thereto. Notwithstanding anything herein to the contrary, Borrower shall not be obligated to make any payments hereunder to such Syndication Party until such Syndication Party shall have furnished to the Administrative Agent and Borrower the requested form, certification, statement or document.

16.32 AMENDMENTS CONCERNING AGENCY FUNCTION. Neither the Administrative Agent nor the Bid Agent shall be bound by any waiver, amendment, supplement or modification of this Credit Agreement or any other Loan Document which affects its duties hereunder or thereunder unless it shall have given its prior written consent thereto.

16.33 FURTHER ASSURANCES. The Administrative Agent and each Syndication Party agree to take whatever steps and execute such documents as may be reasonable and necessary to implement this Article 16 and to carry out fully the intent thereof.

ARTICLE 17. MISCELLANEOUS

17.1 COSTS AND EXPENSES. To the extent permitted by law, Borrower agrees to pay to the Administrative Agent and the Syndication Parties, on demand, all out-of-pocket costs and expenses (a) incurred by the Administrative Agent (including, without limitation, the reasonable fees and expenses of counsel retained by the Administrative Agent, and including fees and expenses incurred for consulting, appraisal, engineering, inspection, and environmental assessment services) in connection with the preparation, negotiation, and execution of the Loan Documents and the transactions contemplated thereby, and processing the Borrowing Notices; and (b) incurred by the Administrative Agent or any Syndication Party (including, without limitation, the reasonable fees and expenses of counsel retained by the Administrative Agent and the Syndication Parties) in connection with the enforcement or protection of the Syndication Parties' rights under the Loan Documents upon the occurrence of an Event of Default or upon the commencement of an action by Borrower against the Administrative Agent or any Syndication Party, including without limitation collection of the Loan (regardless of whether such enforcement or collection is by court action or otherwise). Borrower shall not be obligated to pay the costs or expenses of any Person whose only interest in the Loan is as a holder of a participation interest.

17.2 SERVICE OF PROCESS AND CONSENT TO JURISDICTION. Borrower hereby agrees that any litigation with respect to this Credit Agreement or to enforce any judgment obtained against Borrower for breach of this Credit Agreement or under the Notes or other Loan Documents may be brought in the courts of the State of Colorado and in the United States District Court for the District of Colorado (if applicable subject matter jurisdictional requirements are present), as the Administrative Agent may elect; and, by execution and delivery of this Credit Agreement, Borrower irrevocably submits to such jurisdiction. With respect to litigation concerning this Credit Agreement or under the

Notes or other Loan Documents within the jurisdiction of the courts of the State of Colorado or the United States District Court for the District of Colorado, Borrower hereby irrevocably appoints, until January 15, 2004, The Corporation Company to serve as the agent of Borrower to receive for and on behalf of Borrower at such agent's Denver, Colorado office (presently at 1675 Broadway), service of process, which service may be made by mailing a copy of any summons or other legal process to Borrower in care of such agent. Borrower agrees that Borrower shall maintain a duly appointed agent in Colorado for service of summons and other legal process as long as Borrower remains obligated under this Credit Agreement and shall keep the Administrative Agent advised in writing of the identity and location of such agent. The receipt by such agent and/or by Borrower of such summons or other legal process in any such litigation shall be deemed personal service and acceptance by Borrower for all purposes of such litigation.

17.3 JURY WAIVER. IT IS MUTUALLY AGREED BY AND BETWEEN THE ADMINISTRATIVE AGENT, EACH SYNDICATION PARTY, AND BORROWER THAT THEY EACH WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY ANY OF THEM AGAINST ANY OTHER PARTY ON ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS CREDIT AGREEMENT, THE NOTES, OR THE OTHER LOAN DOCUMENTS.

17.4 NOTICES. All notices, requests and demands required or permitted under the terms of this Credit Agreement shall be in writing and (a) shall be addressed as set forth below or at such other address as either party shall designate in writing, (b) shall be deemed to have been given or made: (i) if delivered personally, immediately upon delivery, (ii) if by telex, telegram or facsimile transmission, immediately upon sending and upon confirmation of receipt, (iii) if by nationally recognized overnight courier service with instructions to deliver the next Banking Day, one (1) Banking Day after sending, and (iv) if by United States Mail, certified mail, return receipt requested, five (5) days after mailing.

17.4.1 BORROWER:

Cenex Harvest States Cooperatives 5500 Cenex Drive
Inver Grove Heights, Minnesota 55077 FAX: (612) 451-4554
Attention: Vice President Finance

with a copy to:

Cenex Harvest States Cooperatives 5500 Cenex Drive
Inver Grove Heights, Minnesota 55077 FAX: (612) 451-4554
Attention: General Counsel

17.4.2 ADMINISTRATIVE AGENT:

CoBank, ACB
5500 South Quebec Street
Englewood, Colorado 80111 FAX: (303) 694-5830
Attention: Administrative Agent

17.4.3 BID AGENT:

CoBank, ACB
5500 South Quebec Street
Englewood, Colorado 80111 FAX: (303) 740-4021
Attention: Bid Agent

17.4.4 CO-SYNDICATION AGENT:

St. Paul Bank for Cooperatives 375 Jackson Street
St. Paul, MN 55101-1849
FAX: (612) 282-8201
Attention: Jeff Swanhorst, Associate Vice President

17.4.5 SYNDICATION PARTIES:

See signature pages hereto.

17.5 LIABILITY OF ADMINISTRATIVE AGENT AND BID AGENT. Neither the Administrative Agent nor the Bid Agent shall have any liabilities or responsibilities to Borrower or any Subsidiary on account of the failure of any Syndication Party to perform its obligations hereunder or to any Syndication Party on account of the failure of Borrower or any Subsidiary to perform their respective obligations hereunder or under any other Loan Document.

17.6 SUCCESSORS AND ASSIGNS. This Credit Agreement shall be binding upon and inure to the benefit of Borrower, the Administrative Agent, the Bid Agent, and the Syndication Parties, and their respective successors and assigns, except that Borrower may not assign or transfer its rights or obligations hereunder without the prior written consent of all of the Syndication Parties.

17.7 SEVERABILITY. The invalidity or unenforceability of any provision of this Credit Agreement or the other Loan Documents shall not affect the remaining portions of such documents or instruments; in case of such invalidity or unenforceability, such documents or instruments shall be construed as if such invalid or unenforceable provisions had not been included therein.

17.8 ENTIRE AGREEMENT. This Credit Agreement (together with all exhibits hereto, which are incorporated herein by this reference) and the other Loan Documents represent the entire understanding of the Administrative Agent, the Bid Agent, each Syndication Party, and Borrower with respect to the subject matter hereof and shall replace and supersede any previous agreements of the parties with respect to the subject matter hereof.

17.9 APPLICABLE LAW. To the extent not governed by federal law, this Credit Agreement and the other Loan Documents, and the rights and obligations of the parties hereto and thereto shall be governed by and interpreted in accordance with the internal laws of the State of Colorado, without giving effect to any otherwise applicable rules concerning conflicts of law.

17.10 CAPTIONS. The captions or headings in this Credit Agreement and any table of contents hereof are for convenience only and in no way define, limit or describe the scope or intent of any provision of this Credit Agreement.

17.11 COMPLETE AGREEMENT; AMENDMENTS. THIS CREDIT AGREEMENT, THE NOTES, AND THE OTHER LOAN DOCUMENTS ARE INTENDED BY THE PARTIES HERETO TO BE A COMPLETE AND FINAL EXPRESSION OF THEIR AGREEMENT AND MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR OR CONTEMPORANEOUS ORAL AGREEMENT. BY INITIALING IN THE MARGIN, THE ADMINISTRATIVE AGENT, THE BID AGENT, EACH SYNDICATION PARTY, AND BORROWER ACKNOWLEDGE AND AGREE THAT NO UNWRITTEN ORAL AGREEMENT EXISTS BETWEEN THEM WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT. This Credit Agreement may not be modified or amended unless such modification or amendment is in writing and is signed by Borrower, the Administrative Agent, the Bid Agent, and all Syndication Parties (and each Syndication Party hereby agrees to execute any such amendment approved pursuant to Section 16.9 hereof). Borrower agrees that it shall reimburse the Administrative Agent for all fees and expenses incurred by the Administrative Agent in retaining outside legal counsel in connection with any amendment or modification to this Credit Agreement requested by Borrower.

17.12 ADDITIONAL COSTS OF MAINTAINING LOAN. Borrower shall pay to the Administrative Agent from time to time such amounts as the Administrative Agent may determine to be necessary to compensate any Syndication Party for any increase in costs to such Syndication Party which the Administrative Agent determines, based on information presented to it by such Syndication Party, are attributable to such Syndication Party's making or maintaining an Advance hereunder or its obligation to

make such Advance, or any reduction in any amount receivable by such Syndication Party under this Credit Agreement or the Notes payable to it in respect to such Advance or such obligation (such increases in costs and reductions in amounts receivable being herein called "ADDITIONAL COSTS"), resulting from any change after the date of this Credit Agreement in United States federal, state, municipal, or foreign laws or regulations (including Regulation D of the Federal Reserve Board), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including such Syndication Party of or under any United States federal, state, municipal, or foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof ("REGULATORY CHANGE"), which: (a) changes the basis of taxation of any amounts payable to such Syndication Party under this Credit Agreement or the Notes payable to such Syndication Party in respect of such Advance (other than taxes imposed on the overall net income of such Syndication Party); or (b) imposes or modifies any reserve, special deposit, or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Syndication Party; or (c) imposes any other condition affecting this Credit Agreement or the Notes payable to such Syndication Party (or any of such extensions of credit or liabilities). The Administrative Agent will notify Borrower of any event occurring after the date of this Credit Agreement which will entitle such Syndication Party to compensation pursuant to this Section as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. the Administrative Agent shall include with such notice, a certificate from such Syndication Party setting forth in reasonable detail the calculation of the amount of such compensation. Determinations by the Administrative Agent for purposes of this Section of the effect of any Regulatory Change on the costs of such Syndication Party of making or maintaining an Advance or on amounts receivable by such Syndication Party in respect of Advances, and of the additional amounts required to compensate such Syndication Party in respect of any Additional Costs, shall be conclusive absent manifest error, provided that such determinations are made on a reasonable basis.

17.13 CAPITAL REQUIREMENTS. In the event that the introduction of or any change in: (a) any law or regulation; or (b) the judicial, administrative, or other governmental interpretation of any law or regulation; or (c) compliance by any Syndication Party or any corporation controlling any such Syndication Party with any guideline or request from any governmental authority (whether or not having the force of law) has the effect of requiring an increase in the amount of capital required or expected to be maintained by such Syndication Party or any corporation controlling such Syndication Party, and such Syndication Party certifies that such increase is based in any part upon such Syndication Party's obligations hereunder with respect to the 364-Day Facility and/or the 5-Year Facility, and other similar obligations, Borrower shall pay to such Syndication Party such additional amount as shall be certified by such Syndication Party to the Administrative Agent and to Borrower to be the net present value (discounted at the Base Rate) of (a) the amount by which such increase in capital reduces the rate of return on capital which such Syndication Party could have achieved

over the period remaining until the 364-Day Maturity Date or the 5-Year Maturity Date, as applicable (depending upon which Facility or Facilities such claim to increase costs is based), but for such introduction or change, (b) multiplied by the product of such Syndication Party's Individual 364-Day Pro Rata Share times the Aggregate 364-Day Commitment or such Syndication Party's Individual 5-Year Pro Rata Share times the Aggregate 5-Year Commitment, as applicable. The Administrative Agent will notify Borrower of any event occurring after the date of this Credit Agreement that will entitle any such Syndication Party to compensation pursuant to this Section as promptly as practicable after it obtains knowledge thereof and of such Syndication Party's determination to request such compensation. The Administrative Agent shall include with such notice, a certificate from such Syndication Party setting forth in reasonable detail the calculation of the amount of such compensation. Determinations by any Syndication Party for purposes of this Section of the effect of any increase in the amount of capital required to be maintained by any such Syndication Party and of the amount of compensation owed to any such Syndication Party under this
Section shall be conclusive absent manifest error, provided that such determinations are made on a reasonable basis.

17.14 REPLACEMENT NOTES. Upon receipt by Borrower of evidence satisfactory to it of: (a) the loss, theft, destruction or mutilation of any Note, and (in case of loss, theft or destruction) of the agreement of the Syndication Party to which the Note was payable to indemnify Borrower, and upon surrender and cancellation of such Note, if mutilated; or (b) the assignment by any Syndication Party of its interest hereunder and the Note relating thereto, or any portion thereof, pursuant to this Credit Agreement, then Borrower will pay any unpaid principal and interest (and Funding Losses, if applicable) then or previously due and payable on such Note and will (upon delivery of such Note for cancellation, unless covered by subparagraph (a) of this Section) deliver in lieu of such Note a new Note or, in the case of an assignment of a portion of any such Syndication Party's Interest, new Notes, for any remaining balance.

17.15 PATRONAGE PAYMENTS. Borrower acknowledges and agrees that: (a) only that portion of the Loan represented by CoBank's Individual 364-Day Pro Rata Share and/or CoBank's Individual 5-Year Pro Rata Share which is retained by CoBank for its own account is entitled to patronage distributions in accordance with CoBank's bylaws and its practices and procedures related to patronage distribution; (b) any patronage, or similar, payments to which Borrower is entitled on account its ownership of Bank Equity Interests or otherwise will not be based on any portion of CoBank's interest in the Loans in which CoBank has at any time granted a participation interest; (c) only that portion of the Loan represented by St. Paul Bank's Individual 364-Day Pro Rata Share and/or St. Paul Bank's Individual 5-Year Pro Rata Share which is retained by St. Paul Bank for its own account is entitled to patronage distributions in accordance with St. Paul Bank's bylaws and its practices and procedures related to patronage distribution; and (d) any patronage, or similar, payments to which Borrower is entitled on account its ownership of Bank Equity Interests or otherwise will not be based on any portion of St.

Paul Bank's interest in the Loans in which St. Paul Bank has at any time granted a participation interest.

17.16 MUTUAL RELEASE. Upon full indefeasible payment and satisfaction of the Bank Debt and Notes and the other obligations contained in this Credit Agreement, the parties, including Borrower, the Administrative Agent, the Bid Agent, and each Syndication Party shall, except as provided in Article 14 hereof, thereupon automatically each be fully, finally, and forever released and discharged from any further claim, liability, or obligation in connection with the Bank Debt.

17.17 LIBERAL CONSTRUCTION. This Credit Agreement constitutes a fully negotiated agreement between commercially sophisticated parties, each assisted by legal counsel, and shall not be construed and interpreted for or against any party hereto.

17.18 COUNTERPARTS. This Credit Agreement may be executed by the parties hereto in separate counterparts, each of which, when so executed and delivered, shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all of the parties hereto.

17.19 CONFIDENTIALITY. Each Syndication Party shall maintain the confidential nature of, and shall not use or disclose, any of Borrower's financial information, confidential information or trade secrets without first obtaining Borrower's written consent. Nothing in this Section shall require any Syndication Party to obtain such consent after there is an Event of Default. The obligations of the Syndication Parties shall in no event apply to: (a) providing information about Borrower to any financial institution contemplated in Sections 16.7, 16.15, and 16.27 hereof or to such Syndication Party's parent holding company or any of such Syndication Party's affiliates; (b) any situation in which any Syndication Party is required by Law or required by any Governmental Authority to disclose information; (c) providing information to counsel to any Syndication Party in connection with the transactions contemplated by the Loan Documents; (d) providing information to independent auditors retained by the such Syndication Party; (e) any information that is in or becomes part of the public domain otherwise than through a wrongful act of such Syndication Party or any of its employees or agents thereof; (f) any information that is in the possession of any Syndication Party prior to receipt thereof from Borrower or any other Person known to such Syndication Party to be acting on behalf of Borrower; (g) any information that is independently developed by any Syndication Party; and (h) any information that is disclosed to any Syndication Party by a third party that has no obligation of confidentiality with respect to the information disclosed. A Syndication Party's confidentiality requirements continue after it is no longer a Syndication Party under this Credit Agreement.

[signature pages commence with page 69]

IN WITNESS WHEREOF, the parties have executed this Credit Agreement as of the date first above written.

BORROWER:

CENEX HARVEST STATES
COOPERATIVES, a cooperative corporation
formed under the laws of the State of
Minnesota

By: /s/ T. F. Baker
    ---------------------------------------
Name: T. F. Baker
Title: Executive Vice President Finance and
Administration

ADMINISTRATIVE AGENT:

COBANK, ACB

By: /s/ Greg E. Somerhalder
    ---------------------------------------
Name: Greg E. Somerhalder
Title: Vice President

BID AGENT:

CoBANK, ACB

By: /s/ Greg E. Somerhalder
    ---------------------------------------
Name: Greg E. Somerhalder
Title: Vice President

CO-SYNDICATION AGENT:

ST. PAUL BANK FOR COOPERATIVES

By: /s/ Jeff Swanhorst
    ---------------------------------------
Name: Jeff Swanhorst
Title: Associate Vice President

SYNDICATION PARTIES:

COBANK, ACB

By: /s/ Greg Somerhalder
    ---------------------------------------
Name: Greg Somerhalder
Title: Vice President

Contact Name: Greg Somerhalder
Title: Vice President
Address: 245 North Waco
         Wichita, KS 67202
Phone No.: 316/290-2052
Fax No.: 316/290-2006
Individual 364-Day Commitment: $96,666,666.64
Individual 5-Year Commitment: $48,333,333.36
Payment Instructions:
    CoBank, ACB
    ABA No.: 307088754
    Acct. Name: CoBank, ACB
    Account No.: 22274433
    Attn: Marshall Allen
    Reference: Cenex Harvest States

SYNDICATION PARTIES:

ST. PAUL BANK FOR COOPERATIVES

By: /s/ Jeff Swanhorst
    ---------------------------------------
Name: Jeff Swanhorst
Title: Associate Vice President

Contact Name: Jeff Swanhorst
Title: Associate Vice President
Address: 375 Jackson Street
         St. Paul, MN 55101-1849
Phone No.: 612/282-8205
Fax No.: 612/282-8249
Individual 364-Day Commitment: $43,333,333.33
Individual 5-Year Commitment: $21,666,666.67
Payment Instructions:
      St. Paul Bank for Cooperatives
      ABA No.: 296090471
      Acct. Name: Cenex Harvest States
      Account No.: 271998
      Reference: Scott Malm

SYNDICATION PARTIES:

CARIPLO-CASSA DI RISPARMIO DELLE PROVINCIE
LOMBARDE SPA

By: /s/ Maria Elena Greene
    ---------------------------------------
Name: Maria Elena Greene
Title: Asst. Treasurer


By: /s/ Charles W. Kennedy
    ---------------------------------------
Name: Charles W. Kennedy
Title: First Vice President


Contact Name: Anthony Giobbi
Title: First Vice President
Address: 10 East 53rd Street, 36th Floor
         New York, NY 10022
Phone No.: 212/527-8737
Fax No.: 212/527-8777
Individual 364-Day Commitment: $16,666,666.67
Individual 5-Year Commitment: $8,333,333.33
Payment Instructions:
    Citibank - New York
    ABA - 021000089
    For account of Cariplo - New York
    Account No.: 36022295
    Attn: M. Greene
    Ref: Cenex Harvest States Cooperatives

SYNDICATION PARTIES:

CREDIT AGRICOLE INDOSUEZ

By: /s/ K. L. Abbott
    ---------------------------------------
Name: Katherine L. Abbott
Title: First Vice President


By: /s/ Dean Balice
    ---------------------------------------
Name: Dean Balice
Title: Branch Manager


Contact Name: Theodore D. Tice
Title: Vice President
Address: 55 E. Monroe Street
         Chicago, IL 60603-5702
Phone No.: 312/917-7463
Fax No.: 312/372-3455
Individual 364-Day Commitment: $33,333,333.33
Individual 5-Year Commitment: $16,666,666.67
Payment Instructions:
     Citibank - New York, New York
     ABA - 021-000-089
     Acct. Name: Credit Agricole Indoseuz
       Chgo Branch
     Account No.: 36023853
     Swift Code: CITIUS33
     Ref: Cenex Harvest States

SYNDICATION PARTIES:

SUNTRUST BANK, ATLANTA

By: /s/ Brian M. Davis
    ---------------------------------------
Name: Brian M. Davis
Title: Assistant Vice President



By: /s/ Robert V. Honeycutt
    ---------------------------------------
Name: Robert V. Honeycutt
Title: Vice President


Contact Name: Brian M. Davis
Title: Assistant Vice President
Address: 25 Park Place
         Atlanta, GA 30303
Phone No.: 404/581-1792
Fax No.: 404/230-5305
Individual 364-Day Commitment: $16,666,666.67
Individual 5-Year Commitment: $8,333,333.33
Payment Instructions:
         SunTrust Bank, Atlanta
         ABA - 061000104
         Acct. Name: Corporate Banking
           Operations General Ledger Account
         Account No.: 9088000112
         Ref: Cenex Harvest States Cooperatives

SYNDICATION PARTIES:

BANQUE NATIONALE DE PARIS

By: /s/ Arnaud Collin du Bocage
    ---------------------------------------
Name: Arnaud Collin du Bocage
Title: Executive Vice President and General
  Manager


Contact Name: Cathleen F. Schaede
Title: Assistant Vice President
Address: 209 South LaSalle Street
         Chicago, IL 60604
Phone No.: 312/977-1383
Fax No.: 312/977-1380
Individual 364-Day Commitment: $26,666,666.67
Individual 5-Year Commitment: $13,333,333.33
Payment Instructions:
    Banque Nationale de Paris - New York
    ABA - 0260-0768-9
    Acct. Name: Banque Nationale de Paris
            - Chicago
    Account No.: 14119400189

SYNDICATION PARTIES:

COOPERATIEVE CENTRALE RAIFFEISEN- BOERENLEENBANK B.A. "RABOBANK NEDERLAND", NEW YORK BRANCH

By: /s/ Hans F. Breukhoven
    ---------------------------------------
Name: Hans F. Breukhoven
Title: Vice President


By: /s/ W. Jeffrey Vollack
    ---------------------------------------
Name: W. Jeffrey Vollack
Title: Senior Vice President


Contact Name: David Nelson
Title: Vice President
Address: 300 South Wacker Drive
         Suite 3500
         Chicago, IL 60606
Phone No.: 312/408-8207
Fax No.: 312/408-8240
Individual 364-Day Commitment: $26,666,666.67
Individual 5-Year Commitment: $13,333,333.33
Payment Instructions:
     The Bank of New York
       (New York, NY  10167)
     ABA - 021 000 018
     Acct. Name: Rabobank Nederland
     Account No.: 802 6002 533
     Attn: Debra Rivers
     Ref: Cenex Harvest States

SYNDICATION PARTIES:

NATIONSBANK, N.A.

By: /s/ Steven O. Stoecker
    ---------------------------------------
Name: Steven O. Stoecker
Title:  Senior Vice President


Contact Name: Steven O. Stoecker
Title: Senior Vice President
Address: 14 W. 10th Street
         P.O. Box 419038
         Kansas City, MO 64105
          (box 464183)
Phone No.: 816/979-7149
Fax No.: 816/979-7426
Individual 364-Day Commitment: $36,666,666.67
Individual 5-Year Commitment: $18,333,333.33
Payment Instructions:
     NationsBank, N.A.
     ABA - 111000012
     Acct. Name: Corporate Funds Transfer
     Account No.: 1292000883
     Attn: Jane Mitchell
     Ref: Cenex Harvest States Cooperatives

SYNDICATION PARTIES:

THE BANK OF TOKYO-MITSUBISHI, LTD., CHICAGO
BRANCH

By: /s/ Jeffrey R. Arnold
    ---------------------------------------
Name: Jeffrey R. Arnold
Title: Vice President and Manager


Contact Name: Peter Kline
Title: Assistant Vice President
Address: 90 South Seventh Street
         5100 Norwest Center
         Minneapolis, MN 55402
Phone No.: 612/333-0505
Fax No.: 612/333-3735

Loan Administration Contact Name:

Janice Hennig
Address: 227 West Monroe Street
Suite 2300
Chicago, Illinois 60606
Phone No.: 312/696-4710
Fax No.: 312/696-4532

Individual 364-Day Commitment: $16,666,666.67 Individual 5-Year Commitment: $8,333,333.33 Payment Instructions:

The Federal Reserve Bank of Chicago
ABA - 071002341
Acct. Name: The Bank of Tokyo-
Mitsubishi, Ltd.
Attention: Loan Administration
Ref: Cenex Harvest States Cooperatives

SYNDICATION PARTIES:

BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION

By: /s/ John W. Wenbbe
    ---------------------------------------
Name: John W. Wenbbe
Title: Vice President


Contact Name: Edward L. Cooper, III
Title: Vice President
Address: 231 South La Salle Street
         Chicago, IL  60697
Phone No.: 312/828-1273
Fax No.: 312/828-1974
Individual 364-Day Commitment: $26,666,666.67
Individual 5-Year Commitment: $13,333,333.33
Payment Instructions:
      Bank of America National Trust and
        Savings Association
      ABA - 071000039
      Acct. Name: Attention: Cash Book 418
        Loan Department
        Attention: Laura A. Ikens
      Ref: Cenex Harvest States Cooperatives

SYNDICATION PARTIES:

NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION

By: /s/ Douglas A. Lindstrom
    ---------------------------------------
Name: Douglas A. Lindstrom
Title: Assistant Vice President


Contact Name: Douglas A. Lindstrom
Title: Assistant Vice President
Address: Sixth and Marquette
         Minneapolis, MN  55479-0085
Phone No.: 612/667-5542
Fax No.: 612/667-4145
Individual 364-Day Commitment: $16,666,666.67
Individual 5-Year Commitment: $8,333,333.33
Payment Instructions:
         Norwest Bank Minnesota
         ABA - 091000019
         Acct. Name: Commercial Loan Clearing
            Account
         Account No.: 840165
         Ref: Cenex Harvest States

SYNDICATION PARTIES:

DG BANK DEUTSCHE GENOSSENSCHAFTSBANK,
CAYMAN ISLAND BRANCH

By: /s/ Lynne McCarthy
    ---------------------------------------
Name: Lynne McCarthy
Title: Asst. Vice President


By: /s/ W. D. Casey
    ---------------------------------------
Name: William D. Casey
Title: Vice President


Contact Name: Mark Connelly
Title: Vice President
Address: 609 Fifth Avenue
         New York, NY  10017
Phone No.: 212/745-1560
Fax No.: 212/745-1556
Individual 364-Day Commitment: $26,666,666.67
Individual 5-Year Commitment: $13,333,333.33
Payment Instructions:
         (1) DG Bank
             via Chips System
             DG Bank ABA #845

(2) Federal Reserve Bank of New York Routing/Account # 026008455

SYNDICATION PARTIES:

U.S. BANK NATIONAL ASSOCIATION

By: /s/ Thomas W. Cherry
    ---------------------------------------
Name: Thomas W. Cherry
Title: Vice President


Contact Name: Thomas W. Cherry
Title: Vice President
Address: 601 Second Avenue South
         Minneapolis, MN 55402-4302
Phone No.: 612/973-0555
Fax No.: 612/973-0825
Individual 364-Day Commitment: $16,666,666.67
Individual 5-Year Commitment: $8,333,333.33
Payment Instructions:
    U.S. Bank National Association
    ABA - 091000022
    Acct. Name: Commercial Loans
    Account No.: 30000472160600
    Attn:  Karen Johnson
    Ref: Cenex Harvest States Cooperatives

EXHIBIT 2.4
to Credit Agreement

364-DAY FACILITY NOTE

$__________.00 Effective Date: _____ __, 199_

FOR VALUE RECEIVED, CENEX HARVEST STATES COOPERATIVES, a Minnesota cooperative corporation ("Maker"), promises to pay to the order of _______________ ("Payee") at the office of the Administrative Agent (as defined in the Credit Agreement), %CoBank, ACB at 5500 South Quebec Street, Englewood, Colorado 80111, or such other place as the Administrative Agent shall direct in writing, the principal sum of ______________ Dollars ($__________.00) or, if less, the amount outstanding under this Note for (a) 364-Day Pro Rata Advances,
[and] (b) 364-Day Bid Advances[, and (c) Overnight Advances] made pursuant to the Credit Agreement dated as of June 1, 1998, by and between CoBank (for its own benefit as a Syndication Party, and as the Administrative Agent for the benefit of the present and future Syndication Parties as named or defined therein, and as the Bid Agent) and Maker (as it may be amended from time to time in the future, the "Credit Agreement") and any Bank Debt related thereto. This Note is issued and delivered to Payee pursuant to the Credit Agreement. All capitalized terms used in this Note and not otherwise defined herein shall have the same meanings as set forth in the Credit Agreement.

The unpaid balance of this Note from time to time outstanding shall bear interest as set forth in the Credit Agreement. Interest shall be payable as provided in the Credit Agreement. Principal shall be payable on the 364-Day Maturity Date and as otherwise provided in the Credit Agreement. This Note has been issued by Maker to Payee pursuant to the Credit Agreement and reference is made thereto for specific terms and conditions under which this Note is made and to which this Note is subject.

This Note is subject to voluntary and mandatory prepayments as set forth in the Credit Agreement. Amounts repaid may be reborrowed during the 364-Day Availability Period. Upon the occurrence of an Event of Default, Maker agrees that the Administrative Agent and the Payee shall have all rights and remedies set forth in the Credit Agreement, including without limitation the rights of acceleration set forth in the Credit Agreement. In addition, the Administrative Agent and the Payee shall have the right to recover all costs of collection and enforcement of this Note as provided in the Credit Agreement.

Maker and any endorser, guarantor, surety or assignor hereby waives presentment for payment, demand, protest, notice of protest, and notice of dishonor and nonpayment of this Note, and all defenses on the ground of delay, suretyship, impairment of collateral, or of extension of time at or after maturity for the payment of this Note.

This Note shall be governed in all respects by the law of the State of Colorado.

Maker:

CENEX HARVEST STATES COOPERATIVES
a Minnesota corporation

By: _____________________________
Name:_____________________________
Title:____________________________

EXHIBIT 3.4
to Credit Agreement

5-YEAR FACILITY NOTE

$____________.00 Effective Date: _____ __, 199_

FOR VALUE RECEIVED, CENEX HARVEST STATES COOPERATIVES, a Minnesota cooperative corporation ("Maker"), promises to pay to the order of _______________ ("Payee") at the office of the Administrative Agent (as defined in the Credit Agreement), %CoBank, ACB at 5500 South Quebec Street, Englewood, Colorado 80111, or such other place as the Administrative Agent shall direct in writing, the principal sum of ______________ Dollars ($__________.00) or, if less, the amount outstanding under this Note for (a) 5-Year Pro Rata Advances, and (b) 5-Year Bid Advances made pursuant to the Credit Agreement dated as of June 1, 1998, by and between CoBank (for its own benefit as a Syndication Party, and as the Administrative Agent for the benefit of the present and future Syndication Parties as named or defined therein, and as the Bid Agent) and Maker
(as it may be amended from time to time in the future, the "Credit Agreement")
and any Bank Debt related thereto. This Note is issued and delivered to Payee pursuant to the Credit Agreement. All capitalized terms used in this Note and not otherwise defined herein shall have the same meanings as set forth in the Credit Agreement.

The unpaid balance of this Note from time to time outstanding shall bear interest as set forth in the Credit Agreement. Interest shall be payable as provided in the Credit Agreement. Principal shall be payable on the 5-Year Maturity Date and as otherwise provided in the Credit Agreement. This Note has been issued by Maker to Payee pursuant to the Credit Agreement and reference is made thereto for specific terms and conditions under which this Note is made and to which this Note is subject.

This Note is subject to voluntary and mandatory prepayments as set forth in the Credit Agreement. Amounts repaid may be reborrowed during the 5-Year Availability Period. Upon the occurrence of an Event of Default, Maker agrees that the Administrative Agent and the Payee shall have all rights and remedies set forth in the Credit Agreement, including without limitation the rights of acceleration set forth in the Credit Agreement. In addition, the Administrative Agent and the Payee shall have the right to recover all costs of collection and enforcement of this Note as provided in the Credit Agreement.

Maker and any endorser, guarantor, surety or assignor hereby waives presentment for payment, demand, protest, notice of protest, and notice of dishonor and nonpayment of this Note, and all defenses on the ground of delay, suretyship, impairment of collateral, or of extension of time at or after maturity for the payment of this Note.

This Note shall be governed in all respects by the law of the State of Colorado.

Maker:

CENEX HARVEST STATES COOPERATIVES
a Minnesota corporation

By: _____________________________
Name:_____________________________
Title:____________________________

EXHIBIT 10.24

CREDIT AGREEMENT

(TERM LOAN)

BY AND BETWEEN

COBANK, ACB,

AS CO-SYNDICATION AGENT AND AS A SYNDICATION PARTY,

ST. PAUL BANK FOR COOPERATIVES,

AS CO-SYNDICATION AGENT, ADMINISTRATIVE AGENT, AND AS A SYNDICATION
PARTY,

AND

CENEX HARVEST STATES COOPERATIVES,

AS BORROWER

DATED AS OF JUNE 1, 1998

                                TABLE OF CONTENTS

ARTICLE 1.  DEFINED TERMS.....................................................1

     1.1 Additional Costs ....................................................1

     1.2 Adjusted Consolidated Funded Debt ...................................1

     1.3 Administrative Agent ................................................1

     1.4 Administrative Agent's Office .......................................1

     1.5 Advance .............................................................1

     1.6 Advance Date ........................................................1

     1.7 Advance Payment .....................................................1

     1.8 Aggregate Commitment ................................................2

     1.9 Amortization ........................................................2

     1.10 Annual Operating Budget ............................................2

     1.11 Applicable Lending Office ..........................................2

     1.12 Authorized Officer .................................................2

     1.13 Availability Period ................................................2

     1.14 Bank Debt ..........................................................2

     1.15 Banking Day ........................................................2

     1.16 Bank Equity Interests ..............................................2

     1.17 Base Rate ..........................................................2

     1.18 Base Rate Loans ....................................................2

     1.19 Borrower's Account .................................................2

     1.20 Borrowing Notice ...................................................2

     1.21 Capital Leases .....................................................3


                                       i

     1.22 Closing Date .......................................................3

     1.23 Code ...............................................................3

     1.24 Compliance Certificate .............................................3

     1.25 Consolidated Cash Flow .............................................3

     1.26 Consolidated Current Assets ........................................3

     1.27 Consolidated Current Liabilities ...................................3

     1.28 Consolidated Funded Debt ...........................................3

     1.29 Consolidated Interest Expense ......................................3

     1.30 Consolidated Members' and Patrons' Equity ..........................3

     1.31 Consolidated Subsidiary ............................................4

     1.32 Contributing Syndication Parties ...................................4

     1.33 Debt ...............................................................4

     1.34 Default Interest Rate ..............................................4

     1.35 Delinquency Interest ...............................................4

     1.36 Delinquent Amount ..................................................4

     1.37 Delinquent Syndication Party .......................................4

     1.38 Depreciation .......................................................4

     1.39 Environmental Laws .................................................4

     1.40 Environmental Regulations ..........................................4

     1.41 ERISA ..............................................................4

     1.42 ERISA Affiliate ....................................................4

     1.43 Event of Default ...................................................5

     1.44 Event of Syndication Default .......................................5


                                       ii

     1.45 Existing Credit Agreement ..........................................5

     1.46 Facility Letters of Credit .........................................5

     1.47 Fiscal Quarter .....................................................5

     1.48 Fiscal Year ........................................................5

     1.49 Funded Debt ........................................................5

     1.50 Funding Losses .....................................................5

     1.51 Funding Loss Notice ................................................5

     1.52 Funding Share ......................................................6

     1.53 GAAP ...............................................................6

     1.54 Good Faith Contest .................................................6

     1.55 Governmental Authority .............................................6

     1.56 Hazardous Substances ...............................................6

     1.57 Indemnified Agency Parties .........................................6

     1.58 Indemnified Parties ................................................6

     1.59 Individual Commitment ..............................................6

     1.60 Individual Lending Capacity ........................................6

     1.61 Individual Outstanding Obligations .................................6

     1.62 Individual Pro Rata Share ..........................................7

     1.63 Investment .........................................................7

     1.64 Licensing Laws .....................................................7

     1.65 Lien ...............................................................7

     1.66 Loan Documents .....................................................7

     1.67 Material Adverse Effect ............................................7


                                      iii

     1.68 Material Agreements ................................................7

     1.69 Maturity Date ......................................................7

     1.70 Merger .............................................................7

     1.71 Multiemployer Plan .................................................8

     1.72 Note or Notes ......................................................8

     1.73 Operating Lease ....................................................8

     1.74 Organization Documents .............................................8

     1.75 Payment Account ....................................................8

     1.76 Payment Distribution ...............................................8

     1.77 PBGC ...............................................................8

     1.78 Permitted Encumbrance ..............................................8

     1.79 Person .............................................................8

     1.80 Plan ...............................................................8

     1.81 Potential Default ..................................................8

     1.82 Predecessor Companies ..............................................8

     1.83 Prohibited Transaction .............................................8

     1.84 Quarter ............................................................9

     1.85 Quoted Rate ........................................................9

     1.86 Quoted Rate Loan ...................................................9

     1.87 Quoted Rate Period .................................................9

     1.88 Quoted Rate Request ................................................9

     1.89 Regulatory Change ..................................................9

     1.90 Reportable Event ...................................................9


                                       iv

     1.91 Required Lenders ....................................................9

     1.92 Required License ....................................................9

     1.93 Restricted Subsidiary ...............................................9

     1.94 Revolving Loan Credit Agreement .....................................9

     1.95 Subsidiary ..........................................................9

     1.96 Successor Agent .....................................................9

     1.97 Syndication Acquisition Agreement ..................................10

     1.98 Syndication Interest ...............................................10

     1.99 Syndication Parties ................................................10

     1.100 Syndication Party Advance Date ....................................10

     1.101 Transfer ..........................................................10

     1.102 Treasury Rate .....................................................10

     1.103 Treasury Rate Loan ................................................10

     1.104 Treasury Rate Period ..............................................10

     1.105 Treasury Rate Request .............................................10

     1.106 Wire Instructions .................................................10

ARTICLE 2.  TERM LOAN.........................................................11

     2.1 Term Loan ...........................................................11

                    2.1.1 Individual Commitment ..............................11

                    2.1.2 Individual Pro Rata Share ..........................11

     2.2 Aggregate Commitment ................................................11

     2.3 Borrowing Notice ....................................................11

     2.4 Promissory Notes ....................................................11


                                       v

     2.5 Syndication Party Records ...........................................12

     2.6 Use of Proceeds .....................................................12

     2.7 Syndication Party Funding Failure ...................................12

     2.8 Reduction of Aggregate Commitment ...................................12

ARTICLE 3.  INTEREST AND FEES.................................................12

     3.1 Interest ............................................................12

                    3.1.1 Base Rate Option ...................................12

                    3.1.2 Treasury Rate Option ...............................13

                    3.1.3 Quoted Rate Option .................................13

     3.2 Default Interest Rate ...............................................14

     3.3 Interest Calculation ................................................14

     3.4 Fees ................................................................14

                    3.4.1 Unused Commitment Fee ..............................14

ARTICLE 4.PAYMENTS; FUNDING LOSSES............................................14

     4.1 Principal Payments ..................................................14

     4.2 Interest Payments ...................................................14

     4.3 Application of Principal Payments ...................................14

     4.4 Manner of Payment ...................................................15

     4.5 Voluntary Prepayments ...............................................15

ARTICLE 5.  BANK EQUITY INTERESTS.............................................15

ARTICLE 6.  SECURITY..........................................................16

ARTICLE 7.  REPRESENTATIONS AND WARRANTIES....................................16

     7.1 Organization, Good Standing, Etc. ...................................16


                                       vi

     7.2 Corporate Authority, Due Authorization; Consents ....................16

     7.3 Litigation ..........................................................16

     7.4 No Violations .......................................................16

     7.5 Binding Agreement ...................................................17

     7.6 Compliance with Laws ................................................17

     7.7 Principal Place of Business .........................................17

     7.8 Payment of Taxes ....................................................17

     7.9 Licenses and Approvals ..............................................17

     7.10 Employee Benefit Plans .............................................18

     7.11 Equity Investments .................................................18

     7.12 Title to Real and Personal Property ................................18

     7.13 Financial Statements ...............................................18

     7.14 Environmental Compliance ...........................................19

     7.15 Fiscal Year ........................................................19

     7.16 Material Agreements ................................................19

     7.17 Regulations U and X ................................................19

     7.18 Trademarks, Tradenames, etc. .......................................19

     7.19 No Default on Outstanding Judgments or Orders ......................19

     7.20 No Default in Other Agreements .....................................19

     7.21 Labor Disputes and Acts of God .....................................20

     7.22 Governmental Regulation ............................................20

     7.23 Disclosure .........................................................20

ARTICLE 8.  CONDITIONS TO ADVANCES............................................20


                                      vii

     8.1 Conditions to Closing ...............................................20

                    8.1.1 Loan Documents .....................................20

                    8.1.2 Approvals ..........................................20

                    8.1.3 Organizational Documents ...........................20

                    8.1.4 Evidence of Insurance ..............................21

                    8.1.5 Appointment of Agent for Service ...................21

                    8.1.6 No Material Change .................................21

                    8.1.7 Fees and Expenses ..................................21

                    8.1.8 Bank Equity Interest Purchase Obligation ...........21

                    8.1.9 Opinion of Counsel .................................21

                    8.1.10 Further Assurances ................................21

     8.2 Conditions to Advance ...............................................21

                    8.2.1 Evidence of Corporate Action .......................21

                    8.2.2 Consummation of Merger; Amendment of Articles of
                          Incorporation ......................................22

                    8.2.3 Cancellation of Existing Credit Agreements .........22

                    8.2.4 Default ............................................22

                    8.2.5 Representations and Warranties .....................22

ARTICLE 9.  AFFIRMATIVE COVENANTS.............................................22

     9.1 Books and Records ...................................................22

     9.2 Reports and Notices .................................................22

                    9.2.1 Annual Financial Statements ........................22

                    9.2.2 Quarterly Financial Statements .....................23

                    9.2.3 Notice of Default ..................................23


                                      viii

                    9.2.4 ERISA Reports ......................................23

                    9.2.5 Notice of Litigation ...............................23

                    9.2.6 Notice of Material Adverse Effect ..................24

                    9.2.7 Notice of Environmental Proceedings ................24

                    9.2.8 Regulatory and Other Notices .......................24

                    9.2.9 Adverse Action Regarding Required Licenses .........24

                    9.2.10 Budget ............................................24

                    9.2.11 Additional Information ............................24

     9.3 Eligibility .........................................................24

     9.4 Maintenance of Existence and Qualification ..........................25

     9.5 Compliance with Legal Requirements and Agreements ...................25

     9.6 Compliance with Environmental Laws ..................................25

     9.7 Taxes ...............................................................25

     9.8 Insurance ...........................................................25

     9.9 Maintenance of Properties ...........................................26

     9.10 Payment of Liabilities .............................................26

     9.11 Inspection .........................................................26

     9.12 Required Licenses; Permits; Etc ....................................26

     9.13 ERISA ..............................................................26

     9.14 Maintenance of Commodity Position ..................................26

     9.15 Financial Covenants ................................................26

                    9.15.1 Working Capital ...................................27

                    9.15.2 Consolidated Funded Debt to Consolidated Cash Flow 27


                                       ix

                    9.15.3 Adjusted Consolidated Funded Debt to Consolidated
                            Members' and Patrons' Equity .....................27

ARTICLE 10.  NEGATIVE COVENANTS...............................................27

     10.1 Borrowing ..........................................................27

     10.2 No Other Businesses ................................................27

     10.3 Liens ..............................................................27

     10.4 Sale of Assets .....................................................29

     10.5 Liabilities of Others ..............................................29

     10.6 Loans ..............................................................30

     10.7 Merger; Acquisitions; Business Form; Etc ...........................30

     10.8 Investments ........................................................30

     10.9 Transactions With Related Parties ..................................31

     10.10 Patronage Refunds, etc. ...........................................31

     10.11 Change in Fiscal Year .............................................31

ARTICLE 11.  INDEMNIFICATION..................................................32

     11.1 General; Stamp Taxes; Intangibles Tax ..............................32

     11.2 Indemnification Relating to Hazardous Substances ...................32

ARTICLE 12.  EVENTS OF DEFAULT; RIGHTS AND REMEDIES...........................33

     12.1 Events of Default ..................................................33

     12.2 No Advance .........................................................35

     12.3 Rights and Remedies ................................................35

ARTICLE 13.  AGENCY AGREEMENT.................................................35

     13.1 Funding of Syndication Interest ....................................35

     13.2 Syndication Parties' Obligations to Remit Funds ....................35


                                       x

     13.3 Syndication Party's Failure to Remit Funds .........................36

     13.4 Agency Appointment .................................................36

     13.5 Power and Authority of the Administrative Agent ....................37

                    13.5.1 Advice ............................................37

                    13.5.2 Documents .........................................37

                    13.5.3 Proceedings .......................................37

                    13.5.4 Retain Professionals ..............................37

                    13.5.5 Incidental Powers .................................37

     13.6 Duties of the Administrative Agent .................................37

                    13.6.1 Possession of Documents ...........................37

                    13.6.2 Distribute Payments ...............................37

                    13.6.3 Loan Administration ...............................38

                    13.6.4 Action Upon Default ...............................38

                    13.7 Indemnification as Condition to Action ..............39

     13.8 Consent Required for Certain Actions ...............................39

                    13.8.1 Unanimous .........................................39

                    13.8.2 Required Lenders ..................................39

                    13.8.3 Action Without Vote ...............................39

     13.9 Distribution of Principal and Interest .............................40

     13.10 Distribution of Certain Amounts ...................................40

                    13.10.1 Funding Losses ...................................40

     13.11 Possession of Loan Documents ......................................40

     13.12 Collateral Application ............................................40


                                       xi

     13.13 Amounts Required to be Returned ...................................41

     13.14 Reports and Information to Syndication Parties ....................41

     13.15 Standard of Care ..................................................42

     13.16 No Trust Relationship .............................................42

     13.17 Sharing of Costs and Expenses .....................................42

     13.18 Syndication Parties' Indemnification of the Administrative Agent ..43

     13.19 Books and Records .................................................43

     13.20 Administrative Agent Fee ..........................................43

     13.21 The Administrative Agent's Resignation or Removal .................43

     13.22 Representations and Warranties of All Parties .....................44

     13.23 Representations and Warranties of St. Paul Bank ...................44

     13.24 Syndication Parties' Independent Credit Analysis ..................44

     13.25 No Joint Venture or Partnership ...................................45

     13.26 Purchase for Own Account; Restrictions on Transfer; Participations 45

     13.27 Certain Participants' Voting Rights ...............................46

     13.28 Method of Making Payments .........................................46

     13.29 Events of Syndication Default/Remedies ............................46

                    13.29.1 Syndication Party Default ........................46

                    13.29.2 Remedies .........................................47

     13.30 Withholding Taxes .................................................47

     13.31 Amendments Concerning Agency Function .............................47

     13.32 Further Assurances ................................................47

ARTICLE 14.  MISCELLANEOUS....................................................47


                                      xii

     14.1 Costs and Expenses .................................................47

     14.2 Service of Process and Consent to Jurisdiction .....................48

     14.3 Jury Waiver ........................................................48

     14.4 Notices ............................................................48

                    14.4.1 Borrower ..........................................49

                    14.4.2 Administrative Agent ..............................49

                    14.4.3 Syndication Parties ...............................49

     14.5 Liability of Administrative Agent ..................................49

     14.6 Successors and Assigns .............................................49

     14.7 Severability .......................................................49

     14.8 Entire Agreement ...................................................49

     14.9 Applicable Law .....................................................50

     14.10 Captions ..........................................................50

     14.11 Complete Agreement; Amendments ....................................50

     14.12 Additional Costs of Maintaining Loan ..............................50

     14.13 Capital Requirements ..............................................51

     14.14 Replacement Notes .................................................51

     14.15 Patronage Payments ................................................52

     14.16 Mutual Release ....................................................52

     14.17 Liberal Construction ..............................................52

     14.18 Counterparts ......................................................52

     14.19 Confidentiality ...................................................52

Exhibit 1.24               Compliance Certificate

Exhibit 1.93               Restricted Subsidiary

Exhibit 2.3                Borrowing Notice

Exhibit 2.4                Promissory Note Form

Exhibit 4.1                Principal Payments

Exhibit 7.3                Litigation

Exhibit 7.8                Payment of Taxes

Exhibit 7.11               Equity Investments

Exhibit 7.12               Permitted Encumbrances

Exhibit 7.14               Environmental Compliance

Exhibit 10.1               Existing Indebtedness

Exhibit 13.26              Syndication Acquisition Agreement

Exhibit 13.28              Wire Instructions

CREDIT AGREEMENT
(TERM LOAN)

Cenex Harvest States Cooperatives
Loan No. T-39610

THIS AGREEMENT ("CREDIT AGREEMENT") is entered into as of the 1st day of June 1998, by and between COBANK, ACB ("COBANK") for its own benefit as a Syndication Party and as Co-Syndication Agent, and ST. PAUL BANK FOR COOPERATIVES ("ST. PAUL BANK"), for its own benefit as a Syndication Party, as Co-Syndication Agent, and as the Administrative Agent for the benefit of the present and future Syndication Parties (in that capacity "ADMINISTRATIVE AGENT"), the other Syndication Parties identified on Schedule 2 hereto, and CENEX HARVEST STATES COOPERATIVES (formerly known as Harvest States Cooperatives), a cooperative corporation formed under the laws of the State of Minnesota, whose address is 5500 Cenex Drive, Inver Grove Heights, Minnesota 55077 ("BORROWER").

ARTICLE 1. DEFINED TERMS

As used in this Credit Agreement, the following terms shall have the meanings set forth below (and such meaning shall be equally applicable to both the singular and plural form of the terms defined, as the context may require):

1.1 ADDITIONAL COSTS: shall have the meaning set forth in Section 14.12.

1.2 ADJUSTED CONSOLIDATED FUNDED DEBT: All indebtedness for borrowed money of the Borrower and its Subsidiaries, in each case maturing by its terms more than one year after, or which is renewable or extendible for a period ending one year or more after the date of determination, and shall include Debt of such maturity created or assumed by the Borrower or any Subsidiary either directly or indirectly, including obligations of such maturity secured by liens upon property of the Borrower or its Subsidiaries and upon which such entity customarily pays the interest, and all rental payments under Capital Leases of such maturity, and the net present value of operating leases as discounted by a rate which is 1.5% less than the National Prime Rate as stated in the WALL STREET JOURNAL.

1.3 ADMINISTRATIVE AGENT: shall mean St. Paul Bank.

1.4 ADMINISTRATIVE AGENT'S OFFICE: that address set forth for the Administrative Agent in Section 14.4 as it may change from time to time by notice to all parties to this Credit Agreement.

1.5 ADVANCE: a disbursement of the proceeds of the Term Loan.

1.6 ADVANCE DATE: a day (which shall be a Banking Day) on which an Advance is made.

1.7 ADVANCE PAYMENT: shall have the meaning set forth in Section 13.1.

1.8 AGGREGATE COMMITMENT: shall be $200,000,000.00, subject to reduction as provided in Section 2.8 hereof.

1.9 AMORTIZATION: the total amortization of Borrower and its Consolidated Subsidiaries as measured in accordance with GAAP.

1.10 ANNUAL OPERATING BUDGET: means the annual operating budget for Borrower and its Subsidiaries in substantially the form of, and containing substantially the same or similar information as set forth in, the Annual Operating Budget (Business Plan) for Borrower and its Subsidiaries included in the Confidential Information Memorandum dated April 1998 delivered to the Syndication Parties prior to the Closing Date.

1.11 APPLICABLE LENDING OFFICE: means, for each Syndication Party, the lending office of such Syndication Party designated as such on its signature page hereof or in the applicable Syndication Acquisition Agreement or such other office of such Syndication Party as such Syndication Party may from time to time specify to the Administrative Agent and Borrower as the office by which its Advances are to be made and maintained.

1.12 AUTHORIZED OFFICER: shall have the meaning set forth in Subsection 8.1.6.

1.13 AVAILABILITY PERIOD: shall mean the period commencing on the Closing Date and expiring on May 31, 1999.

1.14 BANK DEBT: all amounts owing under the Notes, fees, Borrower's obligations to purchase Bank Equity Interests, Funding Losses and all interest, expenses, charges and other amounts payable by Borrower pursuant to the Loan Documents.

1.15 BANKING DAY: any day other than a Saturday or Sunday and other than a day which is a Federal legal holiday or a legal holiday for banks in the States of Colorado, Minnesota or New York.

1.16 BANK EQUITY INTERESTS: shall have the meaning set forth in Article 5 hereof.

1.17 BASE RATE: a rate of interest per annum equal to the "prime rate" as published from time to time in the Eastern Edition of the WALL STREET JOURNAL as the average prime lending rate for seventy-five percent (75%) of the United States' thirty (30) largest commercial banks, or if the WALL STREET JOURNAL shall cease publication or

cease publishing the "prime rate" on a regular basis, such other regularly published average prime rate applicable to such commercial banks as is acceptable to the Administrative Agent in its reasonable discretion.

1.18 BASE RATE LOANS: shall have the meaning set forth in Subsection 3.1.1.

1.19 BORROWER'S ACCOUNT: shall mean Borrower's account #44070 at Norwest Bank Minnesota, N.A., Minneapolis, Minnesota (ABA #091000019).

1.20 BORROWING NOTICE: shall have the meaning set forth in Section 2.3.

1.21 CAPITAL LEASES: means any lease of property (whether real, personal or mixed) by a Person which has been or should be, in accordance with GAAP, reflected on the balance sheet of such Person as a capital lease.

1.22 CLOSING DATE: that date, which must occur on or before June 1, 1998, on which the Administrative Agent, the Syndication Parties, and Borrower have executed all Loan Documents to which they are parties and on which the conditions set forth in Section 8.1 of this Credit Agreement have been met.

1.23 CODE: means the Internal Revenue Code of 1986.

1.24 COMPLIANCE CERTIFICATE: a certificate of the chief financial officer of Borrower acceptable to the Administrative Agent and in the form attached hereto as Exhibit 1.24.

1.25 CONSOLIDATED CASH FLOW: the sum of (i) earnings before income taxes of the Borrower and its Consolidated Subsidiaries calculated in accordance with GAAP plus (ii) amounts in determination of consolidated earnings before income taxes for such period, that have been deducted for (a) Consolidated Interest Expense for such period, (b) Depreciation and (c) Amortization minus the sum of (d) one-time gains, (e) extraordinary income, (f) non-cash patronage income, and (g) non-cash equity earnings in joint ventures.

1.26 CONSOLIDATED CURRENT ASSETS: the total current assets of Borrower and its Subsidiaries as measured in accordance with GAAP.

1.27 CONSOLIDATED CURRENT LIABILITIES: the total current liabilities of Borrower and its Subsidiaries as measured in accordance with GAAP.

1.28 CONSOLIDATED FUNDED DEBT: all indebtedness for borrowed money of the Borrower and its Subsidiaries, in each case maturing by its terms more than one year after, or which is renewable or extendible for a period ending one year or more after, the date of determination, and shall include Debt of such maturity created or assumed by the Borrower or any Subsidiary either directly or indirectly, including obligations of such maturity secured by liens upon property of the Borrower or its Subsidiaries and upon

which such entity customarily pays the interest, and all rental payments under capitalized leases of such maturity.

1.29 CONSOLIDATED INTEREST EXPENSE: all interest expense of Borrower and its Consolidated Subsidiaries, as determined in accordance with GAAP.

1.30 CONSOLIDATED MEMBERS' AND PATRONS' EQUITY: the amount of equity accounts plus (or minus in the case of a deficit) the amount of surplus and retained earnings accounts of the Borrower and its Consolidated Subsidiaries and the minority interest in Subsidiaries, provided that the total amount of intangible assets of the Borrower and its Consolidated Subsidiaries (including, without limitation, unamortized debt discount and expense, deferred charges and goodwill) included therein shall not exceed $30,000,000 (and to the extent such intangible assets exceed $30,000,000.00, they will not be included in the calculation of Consolidated Members' and Patrons' Equity); all as determined in accordance with GAAP consistently applied, but excluding therefrom any minority interests in any Consolidated Subsidiaries without duplication of deduction if already deducted in determining retained earnings and surplus.

1.31 CONSOLIDATED SUBSIDIARY: any Subsidiary whose accounts are consolidated with those of Borrower in accordance with GAAP.

1.32 CONTRIBUTING SYNDICATION PARTIES: shall have the meaning set forth in Section 13.3.

1.33 DEBT: means as to any Person: (a) indebtedness or liability of such Person for borrowed money, or for the deferred purchase price of property or services (including trade obligations); (b) obligations of such Person as lessee under Capital Leases; (c) obligations of such Person arising under bankers' or trade acceptance facilities; (d) all obligations secured by a lien on property owned by such Person, whether or not the obligations have been assumed; and (e) all obligations of such Person under any agreement providing for an interest rate swap, cap, cap and floor, contingent participation or other hedging mechanisms with respect to interest payable on any of the items described in this definition.

1.34 DEFAULT INTEREST RATE: a rate of interest equal to 200 basis points in excess of the Base Rate which would otherwise be applicable on the Loan.

1.35 DELINQUENCY INTEREST: shall have the meaning set forth in Section 13.3.

1.36 DELINQUENT AMOUNT: shall have the meaning set forth in Section 13.3.

1.37 DELINQUENT SYNDICATION PARTY: shall have the meaning set forth in
Section 13.3.

1.38 DEPRECIATION: the total depreciation of Borrower and its Consolidated Subsidiaries as measured in accordance with GAAP.

1.39 ENVIRONMENTAL LAWS: the Comprehensive Environmental Response, Compensation and Liability Act of 1980 as amended, 42 U.S.C. 9601-9657 ("CERCLA") and the Resource Conservation and Recovery Act of 1976, 42 U.S.C. 6901-6987 ("RCRA").

1.40 ENVIRONMENTAL REGULATIONS: as defined in the definition of Hazardous Substances.

1.41 ERISA: shall have the meaning set forth in Section 7.10.

1.42 ERISA AFFILIATE: means any corporation or trade or business which is a member of the same controlled group of corporations (within the meaning of
Section 414(b) of the Code) as Borrower or is under common control (within the meaning of Section 414(c) of the Code) with Borrower, provided, however, that for purposes of provisions herein concerning minimum funding obligations (imposed under Section 412 of the Code or Section 302 of ERISA), the term "ERISA Affiliate" shall also include any entity required to be aggregated with Borrower under Section 414(m) or 414(o) of the Code.

1.43 EVENT OF DEFAULT: shall have the meaning set forth in Section 12.1.

1.44 EVENT OF SYNDICATION DEFAULT: shall have the meaning set forth in Subsection 13.29.1.

1.45 EXISTING CREDIT AGREEMENTS: shall mean (a) the Revolving Credit Agreement dated as of November 1, 1996 among Harvest States Cooperatives as borrower, St. Paul Bank as syndication agent and bank, and CoBank as syndication agent, administrative agent, bid agent, and bank and the other banks signatory thereto, as amended by the First Amendment to Revolving Credit Agreement dated as of October 31, 1997, (b) the Loan Agreement dated as of March 14, 1997 by and between St. Paul Bank and Cenex, Inc., as amended by the Amendment to Loan Agreement dated as of September 23, 1997, the Amendment to Loan Agreement dated as of December 31, 1997, and the Amendment to Loan Agreement dated as of March 18, 1998; (c) the Master Syndicated Loan Agreement dated as of August 28, 1995, by and between CoBank, St. Paul Bank, and Harvest States Cooperatives, as amended and restated by the Amended and Restated Master Syndicated Loan Agreement dated as of October 28, 1996 by and between CoBank, St. Paul Bank, and Harvest States Cooperatives, and as the foregoing shall have been supplemented by the First Supplement dated as of August 28, 1995, by the St. Paul Supplement dated as of October 13, 1995 (by and between St. Paul Bank and Harvest States Cooperatives only), by the Third Supplement dated as of December 15, 1995, and by the Fourth Supplement dated as of July 25, 1997; and (d) the

promissory notes, security documents, and other loan documents executed in connection with (a), (b) and (c).

1.46 FACILITY LETTERS OF CREDIT: shall mean those letters of credit issued pursuant to the terms of the Revolving Loan Credit Agreement.

1.47 FISCAL QUARTER: each three (3) month period beginning on the first day of each of the following months: September, December, March and June.

1.48 FISCAL YEAR: a year commencing on September 1 and ending on August 31.

1.49 FUNDED DEBT: means, with respect to any Person, at any time, all Debt of such Person in each case maturing by its terms more than one year after the date of creation thereof, or which is renewable or extendible at the option of such Person for a period ending more than one (1) year after the date of creation thereof, and shall include Debt of such maturity created or assumed by such Person either directly or indirectly, including obligations of such maturity secured by liens upon property of such Person and upon which such Person customarily pays the interest, and all obligations of such Person under Capital Leases of such maturity, and the net present value of obligations under Operating Leases as discounted by a rate which is 1.5% less than the Base Rate in effect at such time, and all obligations to reimburse financial institutions issuing letters of credit for the account of such Person with respect to all letters of credit which support long-term debt, with expiration dates in excess of one year from the date of issuance thereof.

1.50 FUNDING LOSSES: shall have the meaning set forth in Section 4.5.

1.51 FUNDING LOSS NOTICE: shall have the meaning set forth in Section 4.5.

1.52 FUNDING SHARE: shall mean the amount of any Advance which each Syndication Party is required to fund, which shall be determined as follows: the amount of such Advance multiplied by such Syndication Party's Individual Pro Rata Share as of, but without giving effect to, such Advance.

1.53 GAAP: generally accepted accounting principles in the United States of America, applied consistently, as in effect from time to time.

1.54 GOOD FAITH CONTEST: means the contest of an item if (a) the item is diligently contested in good faith by appropriate proceedings timely instituted, (b) either the item is (i) bonded or (ii) adequate reserves are established with respect to the contested item if and to the extent required in accordance with GAAP, (c) during the period of such contest, the enforcement of any contested item is effectively stayed, and (d) the failure to pay or comply with the contested item could not reasonably be expected to result in a Material Adverse Effect.

1.55 GOVERNMENTAL AUTHORITY: means any nation or government, any state or other political subdivision thereof, and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

1.56 HAZARDOUS SUBSTANCES: dangerous, toxic or hazardous pollutants, contaminants, chemicals, wastes, materials or substances, as defined in or governed by the provisions of any Environmental Laws or any other federal, state or local law, statute, code, ordinance, regulation, requirement or rule relating thereto ("ENVIRONMENTAL REGULATIONS"), and also including urea formaldehyde, polychlorinated biphenyls, asbestos, asbestos-containing materials, nuclear fuel or waste, and petroleum products, or any other waste, material, substances, pollutant or contaminant which would subject an owner of property to any damages, penalties or liabilities under any applicable Environmental Regulations.

1.57 INDEMNIFIED AGENCY PARTIES: shall have the meaning set forth in
Section 13.18.

1.58 INDEMNIFIED PARTIES: shall have the meaning set forth in Section 11.1.

1.59 INDIVIDUAL COMMITMENT: shall mean with respect to any Syndication Party, the amount shown as its Individual Commitment on Schedule 1 hereto, subject to adjustment in the event of the sale of all or a portion of a Syndication Interest in accordance with Section 13.26 hereof, or a reduction in the Aggregate Commitment in accordance with Section 2.8 hereof.

1.60 INDIVIDUAL LENDING CAPACITY: shall mean with respect to any Syndication Party the amount at any time of its Individual Commitment less its Individual Outstanding Obligations.

1.61 INDIVIDUAL OUTSTANDING OBLIGATIONS: shall mean, with respect to any Syndication Party, the aggregate outstanding principal amount of all Advances made by such Syndication Party.

1.62 INDIVIDUAL PRO RATA SHARE: shall mean with respect to any Syndication Party a fraction, expressed as a percentage, where the numerator is such Syndication Party's Individual Commitment and the denominator is the Aggregate Commitment, determined at 12:00 noon (Central time) on the Banking Day Borrower delivers a Borrowing Notice.

1.63 INVESTMENT: means, with respect to any Person, (a) any loan or advance by such Person to any other Person, (b) the purchase or other acquisition by such Person of any capital stock, obligations or securities of, or any capital contribution to, or investment in, or the acquisition by such Person of all or substantially all of the assets of, or any interest in, any other Person, (c) any performance or standby letter of credit where (i) that Person has the reimbursement obligation to the issuer, and (ii) the

proceeds of such letter of credit are to be used for the benefit of any other Person, (d) the agreement by such Person to make funds available for the benefit of another Person to either cover cost overruns incurred in connection with the construction of a project or facility, or to fund a debt service reserve account, (e) the agreement by such Person to assume, guarantee, endorse or otherwise be or become directly or contingently responsible or liable for the obligations or Debts of any other Person (other than by endorsement for collection in the ordinary course of business), (f) an agreement to purchase any obligations, stocks, assets, goods or services but excluding an agreement to purchase any assets, goods or services entered into in the ordinary course of business, (g) an agreement to supply or advance any funds, assets, goods or services, or (h) an agreement to maintain or cause such Person to maintain a minimum working capital or net worth or otherwise to assure the creditors of any Person against loss.

1.64 LICENSING LAWS: shall have the meaning set forth in Section 7.4.

1.65 LIEN: means with respect to any asset any mortgage, deed of trust, pledge, security interest, hypothecation, assignment for security purposes, encumbrance, lien (statutory or other), or other security agreement or charge, or encumbrance of any kind or nature whatsoever (including, without limitation, any conditional sale, Capital Lease or other title retention agreement related to such asset).

1.66 LOAN DOCUMENTS: this Credit Agreement and the Notes.

1.67 MATERIAL ADVERSE EFFECT: means: (a) a material adverse effect on the financial condition, results of operation, business or property of Borrower; or (b) a material adverse effect on the ability of Borrower to perform its obligations under this Credit Agreement and the other Loan Documents.

1.68 MATERIAL AGREEMENTS: all agreements of Borrower, the termination or breach of which, based upon Borrower's knowledge as of the date of making any representation with respect thereto, would have a Material Adverse Effect.

1.69 MATURITY DATE: May 31, 2009.

1.70 MERGER: means the combination, by merger, of the two Predecessor Companies in accordance with (a) the Transaction Agreement between them dated as of January 29, 1998, (b) the Plan of Combination dated as of February 2, 1998, and (c) the Articles of Merger adopted and executed by each of the Predecessor Companies, with Borrower being the surviving corporation.

1.71 MULTIEMPLOYER PLAN: means a Plan defined as such in Section 3(37) of ERISA.

1.72 NOTE OR NOTES: the promissory notes executed by Borrower pursuant to Section 2.4 hereof, and all amendments, renewals, substitutions and extensions thereof.

1.73 OPERATING LEASE: means any lease of property (whether real, personal or mixed) by a Person under which such Person is lessee, other than a Capital Lease.

1.74 ORGANIZATION DOCUMENTS: in the case of a corporation, its articles or certificate of incorporation and bylaws; in the case of a partnership, its partnership agreement and certificate of limited partnership, if applicable; in the case of a limited liability company, its articles of organization and its operating agreement.

1.75 PAYMENT ACCOUNT: shall have the meaning set forth in Section 13.9.

1.76 PAYMENT DISTRIBUTION: shall have the meaning set forth in Section 13.9.

1.77 PBGC: shall have the meaning set forth in Section 7.10.

1.78 PERMITTED ENCUMBRANCE: shall have the meaning set forth in Section 7.12.

1.79 PERSON: any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, corporation, limited liability company, cooperative association, institution, or government or governmental agency (whether national, federal, state, provincial, country, city, municipal or otherwise, including without limitation, and instrumentality, division, agency, body or department thereof), or other entity.

1.80 PLAN: means any plan, agreement, arrangement or commitment which is an employee benefit plan, as defined in Section 3(3) of ERISA, maintained by Borrower or any Subsidiary or any ERISA Affiliate or with respect to which Borrower or any Subsidiary or any ERISA Affiliate at any relevant time has any liability or obligation to contribute.

1.81 POTENTIAL DEFAULT: any event, other than an event described in
Section 12.1(a) hereof, which with the giving of notice or lapse of time, or both, would become an Event of Default.

1.82 PREDECESSOR COMPANIES: shall mean Harvest States Cooperatives and Cenex, Inc.

1.83 PROHIBITED TRANSACTION: means any transaction prohibited under
Section 406 of ERISA or Section 4975 of the Code.

1.84 QUARTER: the quarters of the calendar year commencing as of January 1, April 1, July 1 and October 1.

1.85 QUOTED RATE: shall mean a fixed rate of interest determined and quoted by the Administrative Agent in its sole and absolute discretion from time to time at the

request of Borrower, which may not necessarily be the lowest rate at which the Administrative Agent or any of the Syndication Parties loans funds at that time.

1.86 QUOTED RATE LOAN: shall have the meaning set forth in Subsection 3.1.3.

1.87 QUOTED RATE PERIOD: shall have the meaning set forth in Subsection 3.1.3.

1.88 QUOTED RATE REQUEST: shall have the meaning set forth in Subsection 3.1.3.

1.89 REGULATORY CHANGE: shall have the meaning set forth in Section 14.12.

1.90 REPORTABLE EVENT: means any of the events set forth in Section 4043(b) of ERISA or in the regulations thereunder.

1.91 REQUIRED LENDERS: shall mean Syndication Parties whose Individual Commitments constitute sixty-six and two-thirds percent (66 2/3%) of the Aggregate Commitment; provided that the number of Syndication Parties which constitute the Required Lenders must be no fewer than two (2) even if fewer than two (2) would constitute sixty-six and two-thirds percent (66 2/3%) of the Aggregate Commitment.

1.92 REQUIRED LICENSE: shall have the meaning set forth in Section 7.9.

1.93 RESTRICTED SUBSIDIARY: shall mean those Subsidiaries identified on Exhibit 1.93 hereto, as it may be amended from time to time with the prior written consent of Borrower, the Administrative Agent and the Required Lenders.

1.94 REVOLVING LOAN CREDIT AGREEMENT: shall mean that certain Credit Agreement (Revolving Loan) dated as of June 1, 1998 by and between Borrower and CoBank, as administrative agent for all syndication parties thereunder, and as a syndication party thereunder, St. Paul Bank, and the other syndication parties set forth on the signature pages thereto.

1.95 SUBSIDIARY: means with respect to any Person: (a) any corporation in which such Person, directly or indirectly, (i) owns fifty percent (50%) or more of the outstanding stock thereof, or (ii) has the power under ordinary circumstances to elect at least a majority of the directors thereof, or (b) any partnership, association, joint venture, limited liability company, or other unincorporated organization or entity with respect to which such Person, directly or indirectly, owns an equity interest in an amount sufficient to control the management thereof.

1.96 SUCCESSOR AGENT: such Person as may be appointed as successor to the rights and duties of the Administrative Agent as provided in Section 13.21 of this Credit Agreement.

1.97 SYNDICATION ACQUISITION AGREEMENT: shall have the meaning set forth in Section 13.26.

1.98 SYNDICATION INTEREST: shall have the meaning set forth in Section 13.1.

1.99 SYNDICATION PARTIES: shall mean those entities listed on Schedule 1 hereto, including CoBank and St. Paul Bank in their roles as Syndication Parties hereunder, but not in their roles as Co-Syndication Agents, or the Administrative Agent, as applicable, hereunder, and such Persons as shall from time to time execute a Syndication Acquisition Agreement substantially in the form of Exhibit 13.26 hereto signifying their election to purchase all or a portion of the Syndication Interest of any Syndication Party, in accordance with
Section 13.26 hereof, and to become a Syndication Party hereunder.

1.100 SYNDICATION PARTY ADVANCE DATE: shall have the meaning set forth in Section 13.2.

1.101 TRANSFER: shall have the meaning set forth in Section 13.26.

1.102 TREASURY RATE: shall mean (a) the yield to maturity on U.S. Treasury instruments having the same maturity date as the last day of the Treasury Rate Period selected by the Borrower pursuant to Subsection 3.1.2, as indicated by Bloomberg (page GGR 30) at approximately 9:30 A.M. (Central time) on the date the rate is fixed under the Treasury Rate Loan, plus (b) 110 basis points. If no yield is available for the period selected as provided in clause
(a) above, then the rate shall be interpolated based on the rates quoted for the next longest and shortest periods of time. In the event Bloomberg ceases to provide such quotations or materially changes the form or substance of page GGR
30 (as determined by the Administrative Agent), the Administrative Agent will notify the Borrower and the Syndication Parties, and then the Borrower and the Syndication Parties will agree upon a substitute basis for obtaining such quotations. If no mutual agreement can be reached, the Treasury Rate option will not be available until agreement is reached. If the spread between the Syndication Parties' cost of funds (as reasonably determined by the Administrative Agent solely on the basis of calculations provided to it by the Syndication Parties) and the Treasury Rate should widen (or lessen) from the spread in effect for the same period of time on the date hereof, then the Administrative Agent shall adjust the Treasury Rate upward (or downward) in an amount determined by the Administrative Agent in its sole discretion, to reflect any such change. The first such adjustment may not be made until ninety (90) days after the Closing Date, and no adjustment shall be applied retroactively to any existing Treasury Rate Loan.

1.103 TREASURY RATE LOAN: shall have the meaning set forth in Subsection 3.1.2.

1.104 TREASURY RATE PERIOD: shall have the meaning set forth in Subsection 3.1.2.

1.105 TREASURY RATE REQUEST: shall have the meaning set forth in Subsection 3.1.2.

1.106 WIRE INSTRUCTIONS: shall have the meaning set forth in Section 13.28.

ARTICLE 2. TERM LOAN

2.1 TERM LOAN. On the terms and conditions set forth in this Credit Agreement, and so long as no Event of Default or Potential Default has occurred (or if an Event of Default has occurred, it has been waived in writing by the Administrative Agent), each of the Syndication Parties severally agrees, to make Advances to Borrower during the Availability Period in an aggregate principal amount up to the Aggregate Commitment ("TERM LOAN"), subject to the following:

2.1.1 INDIVIDUAL COMMITMENT. No Syndication Party shall be required or permitted to make Advances under the Term Loan which would exceed its Individual Lending Capacity as in effect at the time of the Administrative Agent's receipt of the Borrowing Notice requesting such Advance.

2.1.2 INDIVIDUAL PRO RATA SHARE. No Syndication Party shall be required or permitted to make Advances under the Term Loan in excess of an amount equal to its Individual Pro Rata Share multiplied by the amount of the requested Advance. Each Syndication Party severally agrees to fund its Individual Pro Rata Share of each Advance.

2.2 AGGREGATE COMMITMENT. Borrower shall not be entitled to request an Advance in an amount which, when added to all previous Advances would exceed the Aggregate Commitment.

2.3 BORROWING NOTICE. Borrower shall give the Administrative Agent prior written notice by facsimile (effective upon receipt) of each request for an Advance on or before 11:00 A.M. (Central time) at least one (1) Banking Day prior to the date of making such Advance. Each notice must be in substantially the form of Exhibit 2.3 hereto ("BORROWING NOTICE") and must specify (w) the amount of such Advance, (x) the proposed date of making such Advance, (y) whether Borrower requests that the Advance will bear interest at (i) the Base Rate, (ii) the Treasury Rate, or (iii) the Quoted Rate, and (z) in the case of either a Treasury Rate Loan or a Quoted Rate Loan, the initial Treasury Rate Period or Quoted Rate Period applicable thereto. The Administrative Agent shall, on or before 12:00 noon (Central time) of the same Banking Day, notify each Syndication Party ("FUNDING NOTICE") of its receipt of each such Borrowing Notice and the amount of such Syndication Party's Funding Share thereunder. Not later than 2:00 P.M. (Central time) on the date of an Advance, each Syndication Party will make

available to the Administrative Agent at the Administrative Agent's Office, in immediately available funds, such Syndication Party's Funding Share of such Advance. After the Administrative Agent's receipt of such funds, but not later than 3:00 P.M. (Central time), and upon fulfillment of the applicable conditions set forth in Article 8, the Administrative Agent will make such Advance available to Borrower, in immediately available funds, and will transmit such funds by wire transfer to Borrower's Account.

2.4 PROMISSORY NOTES. Borrower's obligations to each Syndication Party under the Term Loan, including Borrower's payment obligations with respect to all Advances made by each Syndication Party shall be evidenced by, and repaid with interest in accordance with, a single promissory note of Borrower, in substantially the form of Exhibit 2.4 hereto, duly completed, in the stated maximum principal amount equal to such Syndication Party's Individual Commitment, dated the date such Syndication Party becomes a Syndication Party, payable to such Syndication Party for the account of its Applicable Lending Office, and maturing as to principal on the Maturity Date (each a "NOTE" and collectively, the "NOTES").

2.5 SYNDICATION PARTY RECORDS. Each Syndication Party shall record on its books and records the amount of each Advance, the rate and interest period applicable thereto, all payments of principal and interest, and the principal balance from time to time outstanding. The Syndication Party's record thereof shall be prima facie evidence as to all such amounts and shall be binding on Borrower absent manifest error. Notwithstanding the foregoing, Borrower will never be required to pay as principal more than the principal amount of the Advances made by the Syndication Parties.

2.6 USE OF PROCEEDS. The proceeds of the Term Loan will be used by Borrower for refinancing the term loan indebtedness owed by the Predecessor Companies under the Existing Credit Agreements and existing on the Closing Date, to fund the payment of all or a portion of the principal and interest owing on Borrower's promissory note in the principal amount of $35,000,000.00 payable to CoBank and dated as of June 1, 1998, and to fund Borrower's capital expenditures. Borrower agrees not to request or use such proceeds for any other purpose. Borrower will not, directly or indirectly, use any part of such proceeds for the purpose of purchasing or carrying any margin stock within the meaning of Regulation U of the Board of Governors or to extend credit to any Person for the purpose of purchasing or carrying any such margin stock.

2.7 SYNDICATION PARTY FUNDING FAILURE. The failure of any Syndication Party to make its Funding Share of any requested Advance on the date specified for such Advance shall not relieve any other Syndication Party of its obligation to make its Funding Share of any Advance on such date. No Syndication Party shall be responsible for the failure of any other Syndication Party to make any Advance to be made by such other Syndication Party.

2.8 REDUCTION OF AGGREGATE COMMITMENT. During the Availability Period, Borrower may, by written facsimile notice to the Administrative Agent on or before 10:00 A.M. (Central time) on any Banking Day, irrevocably reduce the Aggregate Commitment; provided that (a) such reduction must be in multiples of $1,000,000.00, and (b) Borrower must simultaneously make any principal payment necessary (along with any applicable Funding Losses on account of such principal payment) so that the principal amount outstanding under the Term Loan does not exceed the reduced Aggregate Commitment on the date of such reduction. In the event the Aggregate Commitment is reduced as provided in the preceding sentence, then the Individual Commitment of each Syndication Party shall be reduced in the same proportion as the Individual Commitment of such Syndication Party bears to the Aggregate Commitment before such reduction.

ARTICLE 3. INTEREST AND FEES

3.1 INTEREST. Interest on Advances under the Term Loan shall be calculated as follows:

3.1.1 BASE RATE OPTION. Unless Borrower requests and receives a Treasury Rate Loan pursuant to Subsection 3.1.2 hereof or a Quoted Rate Loan pursuant to Subsection 3.1.3 hereof, the outstanding principal balance under the Notes shall bear interest at the Base Rate (each a "BASE RATE LOAN").

3.1.2 TREASURY RATE OPTION. During the Availability Period and so long as no Event of Default has occurred and is continuing, Borrower may request in a Borrowing Notice that all or any part of the outstanding principal balance under the Notes bear interest at the Treasury Rate (each, a "TREASURY RATE LOAN"). To effect this option, the Borrowing Notice containing such request must specify (a) the principal amount that is to bear interest at the Treasury Rate, which must be a minimum of $10,000,000.00 and in incremental multiples of $5,000,000.00 and (b) the period selected by Borrower during which the Treasury Rate is to be applied which may be any period equal to or longer than 1 year but must expire no later than the Maturity Date ("TREASURY RATE PERIOD"). In addition, during the Availability Period, Borrower may convert any Base Rate Loan to a Treasury Rate Loan by making a written request therefor ("TREASURY RATE REQUEST") to the Administrative Agent by facsimile, specifying (y) the principal amount that is to bear interest at the Treasury Rate, which must be a minimum of $10,000,000.00 and in incremental multiples of $5,000,000.00 and (z) the Treasury Rate Period selected by Borrower during which the Treasury Rate is to be applied. Borrower may not have more than 10 Treasury Rate Loans outstanding at any time. Each Borrower Notice or Treasury Rate Request which requests a Treasury Rate Loan shall be effective as of the Banking Day after it is received if received by the Administrative Agent no later than 11:30 A.M. (Central time) or as of the second Banking Day if received later than 11:30 A.M. (Central time). The Administrative Agent shall incur no liability in acting upon a request which it believed in good faith had been made by a properly authorized employee of Borrower. Following the

expiration of the Treasury Rate Period for any Treasury Rate Loan, interest shall automatically accrue at the Base Rate unless Borrower requests and receives a Quoted Rate Loan pursuant to Subsection 3.1.3.

3.1.3 QUOTED RATE OPTION. Commencing on the Closing Date and until the Maturity Date, and so long as no Event of Default has occurred and is continuing, Borrower may request in a Borrowing Notice that all or any part of the outstanding principal balance under the Notes bear interest at the Quoted Rate (each, a "QUOTED RATE LOAN"). To effect this option, the Borrowing Notice containing such request must specify (a) the principal amount that is to bear interest at the Quoted Rate, which must be a minimum of $1,000,000.00 and in incremental multiples of $1,000,000.00 and (b) the period selected by Borrower during which the Quoted Rate is to be applied, which may be any period equal to or longer than 30-days but must expire no later than the Maturity Date ("QUOTED RATE Period"). In addition, Borrower may convert any Base Rate Loan to a Quoted Rate Loan, may convert any Treasury Rate Loan to a Quoted Rate Loan upon expiration of the Treasury Rate Period for such Treasury Rate Loan, or may continue a Quoted Rate Loan, by making a written request therefore ("QUOTED RATE REQUEST") to the Administrative Agent by facsimile, specifying (y) the principal amount that is to bear interest at the Quoted Rate, which must be a minimum of $1,000,000.00 and in incremental multiples of $1,000,000.00 and (z) the Quoted Rate Period selected by Borrower during which the Quoted Rate is to be applied. Each Borrower Notice or Quoted Rate Request which requests a Quoted Rate Loan shall be effective as of the Banking Day after the Banking Day on which it is received if received by the Administrative Agent no later than 11:30 A.M. (Central time) or as of the second Banking Day if received later than 11:30 A.M. (Central time). The Administrative Agent shall incur no liability in acting upon a request which it believed in good faith had been made by a properly authorized employee of Borrower. Following the expiration of the Quoted Rate Period for any Quoted Rate Loan, interest shall automatically accrue at the Base Rate unless Borrower requests and receives another Quoted Rate Loan pursuant to this Subsection.

3.2 DEFAULT INTEREST RATE. All past due payments on the Notes or of any other Bank Debt (whether as a result of nonpayment by Borrower when due, at maturity, or upon acceleration) shall bear interest at the Default Interest Rate from and after the due date for the payment, or on the date of maturity or acceleration, as the case may be.

3.3 INTEREST CALCULATION. Interest on Treasury Rate Loans and Quoted Rate Loans shall be calculated on the actual number of days that the principal owing thereunder is outstanding with the daily rate calculated on the basis of a year consisting of 360 days. Interest on Base Rate Loans shall be calculated on the actual number of days that the principal owing thereunder is outstanding on the basis of a year consisting of 365 days. In calculating interest, the Advance Date shall be included and the date each payment is received shall be excluded.

3.4 FEES. Borrower shall pay or cause to be paid the following fees:

3.4.1 UNUSED COMMITMENT FEE. A non-refundable fee equal to 0.20% per annum multiplied by the average daily undrawn amount of the Aggregate Commitment in each Quarter ending during the Availability Period, payable to the Administrative Agent, for distribution to each Syndication Party based on its respective Individual Pro Rata Share, in arrears on the Banking Day coinciding with, or immediately preceding the three (3) month anniversary of the Closing Date and every third month thereafter during the Availability Period.

ARTICLE 4. PAYMENTS; FUNDING LOSSES

4.1 PRINCIPAL PAYMENTS. Principal shall be payable (a) on such dates set forth on Exhibit 4.1 hereto and (b) in the amount shown in the "Principal Repayment" column on Exhibit 4.1 with respect to each such date, multiplied by a fraction the numerator of which is the principal owing on the Notes as of May 31, 1999 and the denominator of which is $200,000,000.00.

4.2 INTEREST PAYMENTS. Interest on Base Rate Loans, Treasury Rate Loans and Quoted Rate Loans shall be payable monthly in arrears on the fifth Banking Day of the next month.

4.3 APPLICATION OF PRINCIPAL PAYMENTS. Provided no Event of Default or Potential Default has occurred, scheduled principal payments shall be applied first to outstanding Base Rate Loans and then to outstanding amounts owing under Treasury Rate Loans or Quoted Rate Loans as Borrower directs in writing, but if Borrower provides no specific direction, then to principal amounts owing under Treasury Rate Loans and to Quoted Rate Loans in the ratio of the amount of the outstanding principal balance owed under all Treasury Rate Loans or Quoted Rate Loans, as applicable, to the principal balance owed under the aggregate of all Treasury Rate Loans and all Quoted Rate Loans. However, upon the occurrence and during the continuance of an Event of Default or Potential Default, all principal payments shall be applied, as the Administrative Agent in its sole discretion shall determine, to fees, interest or principal indebtedness under the Notes, or to any other Bank Debt.

4.4 MANNER OF PAYMENT. All payments, including prepayments, that Borrower is required or permitted to make under the terms of this Credit Agreement shall be made to the Administrative Agent (a) in immediately available federal funds, to be received no later than 2:00 P.M. (Central time) of the Banking Day on which such payment is due by wire transfer through Federal Reserve Bank, # 296090471, Routing Number: ST PAUL BK COOPS, Account Number 271998 (or to such other account as the Administrative Agent may designate by notice); and (b) without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, impost, duties, charges, fees, deductions, withholding, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless Borrower is required by law to make such deduction or withholding.

4.5 VOLUNTARY PREPAYMENTS. Borrower shall have the right to prepay all or any part of the outstanding principal balance under the Term Loan at any time provided that any such prepayment must be in a minimum amount of $5,000,000 and in integral multiples of $1,000,000 (or the entire outstanding balance, if less), on any Banking Day; provided that (a) in the event of prepayment of any Treasury Rate Loan or any Quoted Rate Loan, whether voluntary or on account of acceleration (i) Borrower must provide three (3) Banking Days notice to the Administrative Agent prior to making such prepayment and (ii) Borrower must, at the time of making such prepayment, pay all Funding Losses applicable to such prepayment. "FUNDING LOSSES" shall be determined on an individual Syndication Party basis as the amount which would result in such Syndication Party being made whole (on a present value basis) for the actual or imputed funding losses (including, without limitation, any loss, cost or expense incurred by reason of obtaining, liquidating or employing deposits or other funds acquired by such Syndication Party to fund or maintain such Treasury Rate Loan or Quoted Rate Loan) incurred by such Syndication Party as a result of such prepayment. In the event of any such prepayment, each Syndication Party shall, promptly after being notified of such prepayment, send written notice ("FUNDING LOSS NOTICE") to the Administrative Agent by facsimile setting forth the amount of attributable Funding Losses and the method of calculating the same. The Administrative Agent shall notify Borrower orally or in writing of the amount of such Funding Losses. A determination by a Syndication Party as to the amounts payable pursuant to this Section shall be conclusive absent manifest error.

ARTICLE 5. BANK EQUITY INTERESTS

Borrower agrees to purchase such equity interests in CoBank and St. Paul Bank ("BANK EQUITY INTERESTS") as CoBank and St. Paul Bank may from time to time require in accordance with their bylaws and capital plans as applicable to cooperative borrowers generally. In connection with the foregoing, Borrower hereby acknowledges receipt, prior to the execution of this Credit Agreement, of the following with respect to CoBank and St. Paul Bank (a) the bylaws, (b) a written description of the terms and conditions under which the Bank Equity Interests are issued, (c) the most recent annual report, and (d) if more recent than the latest annual report, the latest quarterly report. CoBank and St. Paul Bank reserve the right to sell participations under the provisions of Section 13.26 on a non-patronage basis.

ARTICLE 6. SECURITY

The obligations of Borrower under this Credit Agreement shall be unsecured.

ARTICLE 7. REPRESENTATIONS AND WARRANTIES

To induce the Syndication Parties to make the Term Loan, and recognizing that the Syndication Parties and the Administrative Agent are relying thereon, Borrower represents and warrants as follows:

7.1 ORGANIZATION, GOOD STANDING, ETC. Borrower: (a) is duly organized, validly existing, and in good standing under the laws of its state of incorporation; (b) qualifies as a cooperative association under the laws of its state of incorporation; (c) is duly qualified to do business and is in good standing in each jurisdiction in which the transaction of its business makes such qualification necessary, except to the extent that the failure to so qualify has not resulted in, and could not reasonably be expected to cause, a Material Adverse Effect; and (d) has all requisite corporate and legal power to own and operate its assets and to carry on its business, and to enter into and perform the Loan Documents to which it is a party. Each Subsidiary: (a) is duly organized, validly existing, and in good standing under the laws of its state of incorporation; (b) is duly qualified to do business and is in good standing in each jurisdiction in which the transaction of its business makes such qualification necessary, except to the extent that the failure to so qualify has not resulted in, and could not reasonably be expected to cause, a Material Adverse Effect; and (c) has all requisite corporate and legal power to own and operate its assets and to carry on its business.

7.2 CORPORATE AUTHORITY, DUE AUTHORIZATION; CONSENTS. Borrower has full power and authority to conduct its business, and has taken, or on or before June 4, 1998 will take, all corporate action necessary to execute, deliver and perform its obligations under the Loan Documents to which it is a party. All consents or approvals of any Person which are necessary for, or are required as a condition of Borrower's execution, delivery and performance of and under the Loan Documents, have been obtained or will be obtained on or before June 4, 1998.

7.3 LITIGATION. Except as described on Exhibit 7.3 hereto, there are no pending legal or governmental actions, proceedings or investigations to which Borrower or any Subsidiary is a party or to which any property of Borrower or any Subsidiary is subject which might reasonably be expected to result in any Material Adverse Effect and, to Borrower's knowledge, no such actions or proceedings are threatened or contemplated by any federal, state, county, or city (or similar unit) governmental agency or any other Person.

7.4 NO VIOLATIONS. The execution, delivery and performance of the Loan Documents will not: (a) violate any provision of Borrower's articles of incorporation or bylaws, or any law, rule, regulation (including, without limitation, Regulations T, U, and X of the Board of Governors of the Federal Reserve System), or any judgment, order or ruling of any court or governmental agency; (b) violate, require consent under (except such consent as has been obtained), conflict with, result in a breach of, constitute a default under, or with the giving of notice or the expiration of time or both, constitute a default under, any existing real estate mortgage, indenture, lease, security agreement, contract, note, instrument or any other agreements or documents binding on Borrower or affecting its property; or (c) violate, conflict with, result in a breach of, constitute a default under, or result in the loss of, or restriction of rights under, any Required License or any order, law, rule, or regulation under or pursuant to which any Required License was issued or is maintained ("LICENSING LAWS").

7.5 BINDING AGREEMENT. Each of the Loan Documents to which Borrower is a party is, or when executed and delivered, will be, the legal, valid and binding obligation of Borrower, enforceable in accordance with its terms, subject only to limitations on enforceability imposed by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors' rights generally and by general principles of equity.

7.6 COMPLIANCE WITH LAWS. Borrower and each Subsidiary are in compliance with all federal, state, and local laws, rules, regulations, ordinances, codes and orders, including without limitation all Environmental Laws and all Licensing Laws, with respect to which noncompliance would result in a Material Adverse Effect.

7.7 PRINCIPAL PLACE OF BUSINESS. Borrower's place of business, or chief executive office if it has more than one place of business, and the place where the records required by Section 9.1 hereof are kept, are located at 5500 Cenex Drive, Inver Grove Heights, Minnesota 55077.

7.8 PAYMENT OF TAXES. Except as shown on Exhibit 7.8 hereto, Borrower and each Subsidiary have filed all required federal, state and local tax returns and have paid all taxes as shown on such returns as they have become due, and have paid when due all other taxes, assessments or impositions levied or assessed against Borrower, any Subsidiary, or their business or properties, except where the failure to make such filing or payment could not reasonably be expected to result in a Material Adverse Effect. Exhibit 7.8 specifically indicates all such taxes which are subject to a Good Faith Contest.

7.9 LICENSES AND APPROVALS. Borrower and each Subsidiary have ownership of, or license to use, or have been issued, all trademarks, patents, copyrights, franchises, certificates, approvals, permits, authorities, agreements, and licenses which are used or necessary to permit it to own its properties and to conduct the business as presently being conducted as to which the termination or revocation thereof could reasonably be expected to have a Material Adverse Effect ("REQUIRED LICENSES"). Each Required License is in full force and effect, and there is no outstanding notice of cancellation or termination or, to Borrower's knowledge, any threatened cancellation or termination in connection therewith, nor has an event occurred with respect to any Required License which, with the giving of notice or passage of time or both, could result in the revocation or termination thereof or otherwise in any impairment of Borrower's rights with respect thereto, which impairment could reasonably be expected to have a Material Adverse Effect. No consent, permission, authorization, order, or license of any governmental authority, is necessary in connection with the execution, delivery, performance, or enforcement of and under the Loan Documents to which Borrower is a party except such as have been obtained and are in full force and effect.

7.10 EMPLOYEE BENEFIT PLANS. Borrower and its Subsidiaries are in compliance in all material respects with the Employee Retirement Income Security Act

of 1974, as amended, and the regulations thereunder ("ERISA"), to the extent applicable to them, and have not received any notice to the contrary from the Pension Benefit Guaranty Corporation ("PBGC").

7.11 EQUITY INVESTMENTS. Borrower does not now own any stock or other voting or equity interest, directly or indirectly, in any Person valued at the greater of book value or market value at $5,000,000 or more, other than: (a) the Bank Equity Interests, and (b) as set forth on Exhibit 7.11.

7.12 TITLE TO REAL AND PERSONAL PROPERTY. Borrower and each Subsidiary have good and marketable title to, or valid leasehold interests in, all of their material properties and assets, real and personal, including the properties and assets and leasehold interests reflected in the financial statements of the Borrower and its Subsidiaries referred to in Section 7.13 hereof, except (a) any properties or assets disposed of in the ordinary course of business, and (b) for defects in title and encumbrances which could not reasonably be expected to result in a Material Adverse Effect; and none of the properties of Borrower or any Restricted Subsidiary are subject to any Lien, except as permitted by
Section 10.3 hereof ("PERMITTED ENCUMBRANCES"). All such property is in good operating condition and repair, reasonable wear and tear excepted, and suitable in all material respects for the purposes for which it is being utilized except where their failure to be in good operating condition could not reasonably be expected to result in a Material Adverse Effect. All of the leases of Borrower and each Subsidiary which constitute Material Agreements are in full force and effect and afford Borrower or such Subsidiary peaceful and undisturbed possession of the subject matter thereof.

7.13 FINANCIAL STATEMENTS. The consolidated balance sheet of the Predecessor Companies and their Subsidiaries as of May 31, 1997 and September 30, 1997 (respectively for Harvest States Cooperatives and Cenex, Inc.), and the related consolidated statements of operations, cash flows and consolidated statements of capital shares and equities for the Fiscal Year then ended, and the accompanying footnotes, together with the unqualified opinion thereon, dated August 15, 1997 and October 27, 1997 (respectively for Harvest States Cooperatives and Cenex, Inc.) of Deloitte & Touche LLP, independent certified public accountants, copies of which have been furnished to the Syndication Parties, fairly present in all material respects the consolidated financial condition of Borrower and its Subsidiaries as at such dates and the results of the consolidated operations of Borrower and its Subsidiaries for the periods covered by such statements, all in accordance with GAAP consistently applied. Since May 31, 1997 and September 30, 1997 (respectively for Harvest States Cooperatives and Cenex, Inc.), there has been no material adverse change in the financial condition, results of operations, business or prospects of the Predecessor Companies or any of their Subsidiaries. As of the Closing Date, there are no liabilities of the Predecessor Companies or any of their Subsidiaries, fixed or contingent, which are material but are not reflected in the financial statements of the Predecessor Companies and their Subsidiaries referred to above or referred to in the notes thereto,

other than liabilities arising in the ordinary course of business since May 31, 1997 and September 30, 1997 (respectively for Harvest States Cooperatives and Cenex, Inc.). No information, exhibit, or report furnished by Borrower or any of its Subsidiaries to the Syndication Parties in connection with the negotiation of this Credit Agreement contained any material misstatement of fact or omitted to state a material fact or any fact necessary to make the statements contained therein not materially misleading in light of the circumstances in which they were made and taken together with the other information, exhibits and reports furnished to the Syndication Parties.

7.14 ENVIRONMENTAL COMPLIANCE. Except as set forth on Exhibit 7.14 hereto, Borrower and each Subsidiary have obtained all permits, licenses and other authorizations which are required under all applicable Environmental Laws, except to the extent failure to have any such permit, license or authorization could not reasonably be expected to result in a Material Adverse Effect. Except as set forth on Exhibit 7.14 hereto, Borrower and each Subsidiary are in compliance with all Environmental Laws and the terms and conditions of the required permits, licenses and authorizations, and are also in compliance with all other limitations, restrictions, obligations, schedules and timetables contained in those Laws or contained in any plan, order, decree, judgment, injunction, notice or demand letter issued, entered, promulgated or approved thereunder, except to the extent, in each case, failure to comply has not resulted in, and could not reasonably be expected to result in, a Material Adverse Effect.

7.15 FISCAL YEAR. Each fiscal year of Borrower begins on September 1 of each calendar year and ends on August 31 of each calendar year.

7.16 MATERIAL AGREEMENTS. Neither Borrower nor, to Borrower's knowledge, any other party to any Material Agreement, is in default thereunder, and no facts exist which with the giving of notice or the passage of time, or both, would constitute such a default.

7.17 REGULATIONS U AND X. No portion of any Advance will be used for the purpose of purchasing, carrying, or making loans to finance the purchase of, any "margin security" or "margin stock" as such terms are used in Regulations U or X of the Board of Governors of the Federal Reserve System, 12 C.F.R. Parts 221 and 224.

7.18 TRADEMARKS, TRADENAMES, ETC. Borrower has ownership or the lawful right to use all tradenames, trademarks, and other intellectual property which it utilizes in its business as presently being conducted and as anticipated to be conducted, except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

7.19 NO DEFAULT ON OUTSTANDING JUDGMENTS OR ORDERS. Borrower and each Subsidiary have satisfied all judgments and Borrower and each Subsidiary are not in default with respect to any judgment, writ, injunction, decree, rule or regulation of any court, arbitrator or federal, state, municipal or other Governmental Authority,

commission, board, bureau, agency or instrumentality, domestic or foreign, except to the extent such failure to satisfy any or all such judgments or to be in such a default has not resulted in, and could not reasonably be expected to result in, a Material Adverse Effect.

7.20 NO DEFAULT IN OTHER AGREEMENTS. Neither Borrower nor any Subsidiary is a party to any indenture, loan or credit agreement or any lease or other agreement or instrument or subject to any certificate of incorporation or corporate restriction which has resulted in, or could reasonably be expected to result in, a Material Adverse Effect. Neither Borrower nor any Subsidiary is in default in any respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument where such failure to perform, observe or fulfill has resulted in, or could reasonably be expected to result in, a Material Adverse Effect.

7.21 LABOR DISPUTES AND ACTS OF GOD. Neither the business nor the properties of Borrower or any Subsidiary are currently affected by any fire, explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty (whether or not covered by insurance) which has resulted in, or could reasonably be expected to result in, a Material Adverse Effect.

7.22 GOVERNMENTAL REGULATION. Neither Borrower nor any Subsidiary is subject to regulation under the Public Utility Holding Company Act of 1935, the Investment Company Act of 1940, the Interstate Commerce Act, the Federal Power Act or any statute or regulation, in each case, limiting its ability to incur indebtedness for money borrowed as contemplated hereby.

7.23 DISCLOSURE. The representations and warranties contained in this Article 7 and in the other Loan Documents or in any financial statements provided to the Administrative Agent do not contain any untrue statement of a material fact or omit to state a material fact necessary to make such representations or warranties not misleading; and all projections provided to the Administrative Agent were prepared in good faith based on reasonable assumptions.

ARTICLE 8. CONDITIONS TO ADVANCES

8.1 CONDITIONS TO CLOSING. The obligation of the Syndication Parties to make any Advances hereunder is subject to satisfaction, in the sole discretion of the Administrative Agent and the Syndication Parties (except that satisfaction of Subsection 8.1.6 shall be determined in the reasonable discretion of the Administrative Agent and the Syndication Parties), of each of the following conditions precedent:

8.1.1 LOAN DOCUMENTS. The Administrative Agent shall have received duly executed originals of the Loan Documents.

8.1.2 APPROVALS. The Administrative Agent shall have received evidence satisfactory to it that all consents and approvals of governmental authorities and third parties which are with respect to Borrower, necessary for, or required as a condition of: (a) the validity and enforceability of the Loan Documents to which it is a party; and (b) the Merger.

8.1.3 ORGANIZATIONAL DOCUMENTS. The Administrative Agent shall have received: (a) good standing certificate, dated no more than thirty (30) days prior to the Closing Date, for Borrower for its state of incorporation; (b) a copy of the articles of incorporation of Borrower certified by the Secretary of State of its state of organization; and (c) a copy of the bylaws of Borrower, certified as true and complete by the Secretary or Assistant Secretary of Borrower.

8.1.4 EVIDENCE OF INSURANCE. Borrower shall have provided the Administrative Agent with insurance certificates and such other evidence, in form and substance satisfactory to the Administrative Agent, of all insurance required to be maintained by it under the Loan Documents.

8.1.5 APPOINTMENT OF AGENT FOR SERVICE. The Administrative Agent shall have received evidence satisfactory to the Administrative Agent that Borrower has appointed The Corporation Company to serve as its agent for service of process at their Denver, Colorado office (presently at 1675 Broadway), and that The Corporation Company has accepted such appointment by Borrower.

8.1.6 NO MATERIAL CHANGE. No change shall have occurred in the condition or operations of the Predecessor Companies since May 31, 1997 and September 30, 1997 (respectively for Harvest States Cooperatives and Cenex, Inc.) which could reasonably be expected to result in a Material Adverse Effect.

8.1.7 FEES AND EXPENSES. Borrower shall have paid the Administrative Agent, by wire transfer of immediately available federal funds all fees set forth in Section 3.4 hereof and any other fees owing to the Administrative Agent which are due on the Closing Date, and all expenses owing pursuant to Section 14.1 hereof.

8.1.8 BANK EQUITY INTEREST PURCHASE OBLIGATION. Borrower shall have purchased such Bank Equity Interests as CoBank and/or St. Paul Bank may require pursuant to Article 5 hereof.

8.1.9 OPINION OF COUNSEL. Borrower shall have provided a favorable opinion of its counsel addressed to the Administrative Agent and each of the present and future Syndication Parties, covering such matters as the Administrative Agent may reasonably require.

8.1.10 FURTHER ASSURANCES. Borrower shall have provided and/or executed and delivered to the Administrative Agent such further assignments, documents or financing statements, in form and substance satisfactory to the Administrative Agent, that Borrower is to execute and/or deliver pursuant to the terms of the Loan Documents or as the Administrative Agent may reasonably request.

8.2 CONDITIONS TO ADVANCE. The Syndication Parties' obligation to fund each Advance is subject to the satisfaction, in the sole discretion of the Administrative Agent, of each of the following conditions precedent, as well as those set forth in Section 8.1 hereof:

8.2.1 EVIDENCE OF CORPORATE ACTION. The Administrative Agent shall have received in form and substance satisfactory to the Administrative Agent: (a) documents evidencing all corporate action taken by Borrower to authorize (including the specific names and titles of the persons authorized to so act (each an "AUTHORIZED OFFICER")) the execution, delivery and performance of the Loan Documents to which it is a party, certified to be true and correct by the Secretary or Assistant Secretary of Borrower; (b) a certificate of the Secretary or Assistant Secretary of Borrower, dated the Closing Date, certifying the names and true signatures of the Authorized Officers; and (c) documents evidencing all corporate action taken by the Predecessor Companies to effect the Merger.

8.2.2 CONSUMMATION OF MERGER; AMENDMENT OF ARTICLES OF INCORPORATION. Borrower shall have provided proof satisfactory to the Administrative Agent that (a) the Plan of Combination has been executed by the Predecessor Companies and filed with the Minnesota Secretary of State, (b) the Merger has been consummated in accordance with the Plan of Combination effective as of 11:59 P.M. May 31, 1998, and (c) Borrower has properly amended its Articles of Incorporation (as in effect for Harvest States Cooperatives) and changed its name to be "Cenex Harvest States Cooperatives" and filed such amendment with the Minnesota Secretary of State.

8.2.3 CANCELLATION OF EXISTING CREDIT AGREEMENTS. All amounts owing under the Existing Credit Agreements shall be paid in full and the Existing Credit Agreements canceled and terminated by all parties thereto and all liens in connection therewith released or terminated.

8.2.4 DEFAULT. As of the Advance Date no Event of Default or Potential Default shall have occurred and be continuing, and the disbursing of the amount of the Advance requested shall not result in an Event of Default or Potential Default.

8.2.5 REPRESENTATIONS AND WARRANTIES. The representations and warranties of Borrower herein shall be true and correct in all material respects on and as of the date on which the Advance is to be made as though made on such date. Borrower shall have paid the Administrative Agent, by wire transfer of immediately available U.S.

funds all fees set forth in Section 3.4 hereof which are then due and payable, including all expenses owing pursuant to Section 14.1 hereof.

ARTICLE 9. AFFIRMATIVE COVENANTS

From and after the date of this Credit Agreement and until the Bank Debt is indefeasibly paid in full and the Syndication Parties have no obligation to make any Advance, Borrower agrees that it will observe and comply with the following covenants for the benefit of the Administrative Agent and the Syndication Parties:

9.1 BOOKS AND RECORDS. Borrower shall at all times keep, and cause each Subsidiary to keep, proper books of record and account, in which correct and complete entries shall be made of all its dealings, in accordance with GAAP.

9.2 REPORTS AND NOTICES. Borrower shall provide to the Administrative Agent the following reports, information and notices:

9.2.1 ANNUAL FINANCIAL STATEMENTS. As soon as available, but in no event later than one hundred and twenty (120) days after the end of any Fiscal Year of Borrower occurring during the term hereof, one copy of the audit report for such year and accompanying consolidated financial statements (including all footnotes thereto), including a consolidated balance sheet, a consolidated statement of earnings, a consolidated statement of capital, and a consolidated statement of cash flow for Borrower and its Subsidiaries, showing in comparative form the figures for the previous Fiscal Year, all in reasonable detail, prepared in conformance with GAAP consistently applied and certified without qualification by Deloitte & Touche LLP, or other independent public accountants of nationally recognized standing selected by the Borrower and satisfactory to the Administrative Agent, and to be accompanied by a copy of the management letter of such accountants addressed to the board of directors of Borrower related to such annual audit. Such annual financial statements required pursuant to this Subsection shall be accompanied by a Compliance Certificate signed by Borrower's Vice President-Finance or other officer of Borrower acceptable to the Administrative Agent.

9.2.2 QUARTERLY FINANCIAL STATEMENTS. As soon as available but in no event more than forty-five (45) days after the end of each Fiscal Quarter (except the last Fiscal Quarter of Borrower's Fiscal Year) the following financial statements or other information concerning the operations of Borrower and its Subsidiaries for such Fiscal Quarter, the Fiscal Year to date, and for the corresponding periods of the preceding Fiscal Year, all prepared in accordance with GAAP consistently applied: (a) a consolidated balance sheet, (b) a consolidated summary of earnings, (c) a consolidated statement of cash flows, and (d) such other statements as the Administrative Agent may reasonably request. Such quarterly financial statements required pursuant to this Subsection shall be accompanied by a Compliance Certificate signed by Borrower's

Vice President-Finance or other officer of Borrower acceptable to the Administrative Agent (subject to normal year end adjustments).

9.2.3 NOTICE OF DEFAULT. As soon as the existence of any Event of Default or Potential Default becomes known to any officer of Borrower, prompt written notice of such Event of Default or Potential Default, the nature and status thereof, and the action being taken or proposed to be taken with respect thereto.

9.2.4 ERISA REPORTS. As soon as possible and in any event within twenty (20) days after Borrower or any Subsidiary knows or has reason to know that any Reportable Event or Prohibited Transaction has occurred with respect to any Plan or that the PBGC or Borrower or any Subsidiary has instituted or will institute proceedings under Title IV of ERISA to terminate any Plan, or that Borrower, any Subsidiary or any ERISA Affiliate has completely or partially withdrawn from a Multiemployer Plan, or that a Plan which is a Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA) or is terminating, a certificate of the Group Vice President-Finance of Borrower or such Subsidiary setting forth details as to such Reportable Event or Prohibited Transaction or Plan termination or withdrawal or reorganization or insolvency and the action Borrower or such Subsidiary proposes to take with respect thereto, provided, however, that notwithstanding the foregoing, no reporting is required under this subsection unless the matter(s), individually or in the aggregate, result, or could be reasonably expected to result, in aggregate obligations or liabilities of Borrower and/or the Subsidiaries in excess of five million dollars ($5,000,000).

9.2.5 NOTICE OF LITIGATION. Promptly after the commencement thereof, notice of all actions, suits, arbitration and any other proceedings before any Governmental Authority, affecting Borrower or any Subsidiary which, if determined adversely to Borrower or any Subsidiary, could reasonably be expected to require Borrower or any Subsidiary to have to pay or deliver assets having a value of five million dollars ($5,000,000) or more (whether or not the claim is covered by insurance) or could reasonably be expected to result in a Material Adverse Effect.

9.2.6 NOTICE OF MATERIAL ADVERSE EFFECT. Promptly after Borrower obtains knowledge thereof, notice of any matter which, alone or when considered together with other matters, has resulted or could reasonably be expected to result, in a Material Adverse Effect.

9.2.7 NOTICE OF ENVIRONMENTAL PROCEEDINGS. Without limiting the provisions of Subsection 9.2.5 hereof, promptly after Borrower's receipt thereof, notice of the receipt of all pleadings, orders, complaints, indictments, or other communication alleging a condition that may require Borrower or any Subsidiary to undertake or to contribute to a cleanup or other response under Environmental Regulations, or which seeks penalties, damages, injunctive relief, or criminal sanctions related to alleged violations of such laws, or which claims personal injury or property damage to any

person as a result of environmental factors or conditions or which, if adversely determined, could reasonably be expected to have a Material Adverse Effect.

9.2.8 REGULATORY AND OTHER NOTICES. Promptly after Borrower's receipt thereof, copies of any notices or other communications received from any Governmental Authority with respect to any matter or proceeding the effect of which could reasonably be expected to have a Material Adverse Effect.

9.2.9 ADVERSE ACTION REGARDING REQUIRED LICENSES. As soon as Borrower learns that any petition, action, investigation, notice of violation or apparent liability, notice of forfeiture, order to show cause, complaint or proceeding is pending, or, to the best of Borrower's knowledge, threatened, to seek to revoke, cancel, suspend, modify, or limit any of the Required Licenses, prompt written notice thereof. Borrower shall contest any such action in a Good Faith Contest.

9.2.10 BUDGET. Promptly upon becoming available and in any event within thirty (30) days after the beginning of each Fiscal Year, a copy of the Annual Operating Budget for the next succeeding Fiscal Year approved by Borrower's board of directors, together with the assumptions and projections on which such budget is based and a copy of forecasts of operations and capital expenditures (including investments) for each Fiscal Year; provided that the first such Annual Operating Budget shall not be required until September 30, 1998. In addition, if any material changes are made to such budget or projections or forecasts during the year, then Borrower will furnish copies to the Administrative Agent of any such changes promptly after such changes have been approved.

9.2.11 ADDITIONAL INFORMATION. With reasonable promptness, such other information respecting the condition or operations, financial or otherwise, of Borrower or any Subsidiary as any Syndication Party may from time to time reasonably request.

9.3 ELIGIBILITY. Borrower shall preserve and maintain its status as an entity eligible to borrow from CoBank and St. Paul Bank.

9.4 MAINTENANCE OF EXISTENCE AND QUALIFICATION. Borrower shall, and shall cause each Subsidiary to, maintain its corporate existence in good standing under the laws of its state of organization. Borrower will, and will cause each Subsidiary to, qualify and remain qualified as a foreign corporation in each jurisdiction in which such qualification is necessary in view of its business, operations and properties except where the failure to so qualify has not and could not reasonably be expected to result in a Material Adverse Effect.

9.5 COMPLIANCE WITH LEGAL REQUIREMENTS AND AGREEMENTS. Borrower shall, and shall cause each Subsidiary to: (a) comply with all laws, rules, regulations and orders applicable to Borrower (or such Subsidiary, as applicable) or its business unless

such failure to comply is the subject of a Good Faith Contest; and (b) comply with all agreements, indentures, mortgages, and other instruments to which it (or any Subsidiary, as applicable) is a party or by which it or any of its (or any Subsidiary, or any of such Subsidiary's, as applicable) property is bound; provided, however, that the failure of Borrower to comply with this sentence in any instance not directly involving the Administrative Agent or a Syndication Party shall not constitute an Event of Default unless such failure would have a Material Adverse Effect.

9.6 COMPLIANCE WITH ENVIRONMENTAL LAWS. Without limiting the provisions of Section 9.5 of this Credit Agreement, Borrower shall, and shall cause Subsidiary to, comply in all material respects with, and take all reasonable steps necessary to cause all persons occupying or present on any properties owned or leased by Borrower (or any Subsidiary, as applicable) to comply with, all Environmental Regulations, the failure to comply with which would have a Material Adverse Effect or unless such failure to comply is the subject of a Good Faith Contest.

9.7 TAXES. Borrower shall cause to be paid, and shall cause each Subsidiary to pay, when due all taxes, assessments, and other governmental charges upon it, its income, its sales, its properties (or upon Subsidiary and its income, sales, and properties, as applicable), and federal and state taxes withheld from its (or Subsidiary's, as applicable) employees' earnings, unless
(a) the failure to pay such taxes, assessments, or other governmental charges could not reasonably be expected to result in a Material Adverse Effect, or (b) such taxes, assessments, or other governmental charges are the subject of a Good Faith Contest and Borrower has established adequate reserves therefor in accordance with GAAP.

9.8 INSURANCE. Borrower shall maintain, and cause each Subsidiary to maintain, insurance with one or more financially sound and reputable insurance carrier or carriers reasonably acceptable to the Administrative Agent, in such amounts (including deductibles) and covering such risks (including fidelity coverage) as are usually carried by companies engaged in the same or a similar business and similarly situated, provided, however, that Borrower may, to the extent permitted by Law, provide for appropriate self-insurance with respect to workers' compensation. At the request of Administrative Agent, copies of all policies (or such other proof of compliance with this Section as may be reasonably satisfactory) shall be delivered to the Administrative Agent. Borrower agrees to pay all premiums on such insurance as they become due (including grace periods).

9.9 MAINTENANCE OF PROPERTIES. Borrower shall maintain, keep and preserve, and cause each Subsidiary to maintain, keep and preserve, all of its material properties (tangible and intangible) necessary or used in the proper conduct of its business in good working order and condition, ordinary wear and tear excepted, and shall cause to be made all repairs, renewals, replacements, betterments and improvements thereof, all as in the sole judgment of Borrower may be reasonably necessary so that the business

carried on in connection therewith may be properly and advantageously conducted at all times.

9.10 PAYMENT OF LIABILITIES. Borrower shall pay all liabilities (including, without limitation: (a) any indebtedness for borrowed money or for the deferred purchase price of property or services; (b) any obligations under leases which have or should have been characterized as Capital Leases; and (c) any contingent liabilities, such as guaranties, for the obligations of others relating to indebtedness for borrowed money or for the deferred purchase price of property or services or relating to obligations under leases which have or should have been characterized as Capital Leases) as they become due beyond any period of grace under the instrument creating such liabilities, unless (with the exception of the Bank Debt) (x) the failure to pay such liabilities within such time period could not reasonably be expected to result in a Material Adverse Effect, or (y) they are contested in good faith by appropriate actions or legal proceedings, Borrower establishes adequate reserves therefor in accordance with GAAP, and such contesting will not result in a Material Adverse Effect.

9.11 INSPECTION. Borrower shall permit, and cause its Subsidiaries to permit, the Administrative Agent or any Syndication Party or their agents, during normal business hours or at such other times as the parties may agree, to examine, and make copies of or abstracts from, Borrower's properties, books, and records, and to discuss Borrower's affairs, finances, operations, and accounts with its respective officers, directors, employees, and independent certified public accountants; provided, that, in the case of each meeting with the independent accountants Borrower is given an opportunity to have a representative present at such meeting.

9.12 REQUIRED LICENSES; PERMITS; ETC. Borrower shall duly and lawfully obtain and maintain in full force and effect all Required Licenses as appropriate for the business being conducted and properties owned by Borrower at any given time.

9.13 ERISA. Borrower shall make or cause to be made, and cause each Subsidiary to make or cause to be made, all payments or contributions to all Plans covered by Title IV of ERISA, which are necessary to enable those Plans to continuously meet all minimum funding standards or requirements.

9.14 MAINTENANCE OF COMMODITY POSITION. Borrower shall protect its commodity inventory holdings or commitments to buy or sell commodities against adverse price movements, including the taking of equal and opposite positions in the cash and futures markets, to minimize losses and protect margins in commodity production, storage, processing and marketing as is recognized as financially sound and reputable by prudent business persons in the commodity business.

9.15 FINANCIAL COVENANTS. Borrower shall maintain the following financial covenants, measured as an aggregation of the results of the Predecessor Companies (to the extent Borrower has not been in operation for four
(4) full Fiscal Quarters) and

current financial results of Borrower through the first four Fiscal Quarters, for example measurement at the end of the first Fiscal Quarter ending after the Closing Date will incorporate the financial results of the Borrower for such Fiscal Quarter(or portion thereof) and the financial results of the Predecessor Companies for the three previous Fiscal Quarters (and, if applicable, for a portion of the Fiscal Quarter during which the Closing Date occurred):

9.15.1 WORKING CAPITAL. Borrower shall have at all times Consolidated Current Assets minus Consolidated Current Liabilities of not less than $150,000,000.

9.15.2 CONSOLIDATED FUNDED DEBT TO CONSOLIDATED CASH FLOW. Borrower shall have at all times and measured as of the end of each Fiscal Quarter, a ratio of Consolidated Funded Debt divided by Consolidated Cash Flow of no greater than 3.00 to 1.00 as measured on the previous consecutive four Fiscal Quarters.

9.15.3 ADJUSTED CONSOLIDATED FUNDED DEBT TO CONSOLIDATED MEMBERS' AND PATRONS' EQUITY. Borrower shall not permit the ratio of Adjusted Consolidated Funded Debt to Consolidated Members' and Patrons' Equity to exceed at any time .80 to 1.00.

ARTICLE 10. NEGATIVE COVENANTS

From and after the date of this Credit Agreement until the Bank Debt is indefeasibly paid in full and the Syndication Parties have no obligation to make any Advance, Borrower agrees that it will observe and comply with the following covenants:

10.1 BORROWING. Borrower shall not (nor shall it permit any of its Restricted Subsidiaries to) create, incur, assume or permit to exist, directly or indirectly, any Debt, except for: (a) indebtedness of Borrower arising under this Credit Agreement and the other Loan Documents; (b) trade payables arising in the ordinary course of business; (c) Capital Leases in existence from time to time; (d) current operating liabilities (other than for borrowed money) incurred in the ordinary course of business; (e) unsecured indebtedness arising under uncommitted lines of credit; provided that the maximum principal amount that may be outstanding at any one time shall not exceed $15,000,000; (f) indebtedness on the date hereof as set forth in Exhibit 10.1 attached hereto; (g) unsecured long-term indebtedness; (h) Debt of Borrower incurred pursuant to the Revolving Loan Credit Agreement; (i) documentary and standby letters of credit issued at the request of Borrower or any Subsidiary; provided, however, that the undrawn face amount under all such letters of credit shall not exceed $75,000,000; and
(j) such other indebtedness agreed upon in writing between Borrower and the Syndication Parties.

10.2 NO OTHER BUSINESSES. Borrower shall not engage in any material respects in any business activity or operations other than operations or activities (a) in the

agriculture industry, (b) in the food industry, or (c) which are not substantially different from or are related to its present business activities or operations.

10.3 LIENS. Borrower shall not (nor shall it permit any of its Restricted Subsidiaries to) create, incur, assume or suffer to exist any mortgage, pledge, lien, charge or other encumbrance on, or any security interest in, any of its real or personal properties (including, without limitation, leasehold interests, leasehold improvements and any other interest in real property or fixtures), now owned or hereafter acquired, except:

(a) Liens for taxes or assessments or other charges or levies of any Governmental Authority, that are not delinquent or if delinquent (i) are the subject of a Good Faith Contest but in no event past the time when a penalty would be incurred, and (ii) the aggregate amount of liabilities so secured (including interest and penalties) does not exceed $10,000,000 at any one time outstanding;

(b) Liens imposed by Law, such as mechanic's, worker's, repairman's, miner's, agister's, attorney's, materialmen's, landlord's, warehousemen's and carrier's Liens and other similar Liens which are securing obligations incurred in the ordinary course of business for sums not yet due and payable or if due and payable which are the subject of a Good Faith Contest;

(c) Liens under workers' compensation, unemployment insurance, social security or similar legislation (other than ERISA), or to secure payments of premiums for insurance purchased in the ordinary course of business, or to secure the performance of tenders, statutory obligations, surety and appearance bonds and bids, bonds for release of an attachment, stay of execution or injunction, leases, government contracts, performance and return-of-money bonds and other similar obligations, all of which are incurred in the ordinary course of business and not in connection with the borrowing of money;

(d) Any attachment or judgment Lien, the time for appeal or petition for rehearing of which shall not have expired or in respect of which Borrower or the Subsidiary is protected in all material respects by insurance or for the payment of which adequate reserves have been provided, provided that the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are the subject of a Good Faith Contest, and provided further that the aggregate amount of liabilities of Borrower and its Subsidiaries so secured (including interest and penalties) shall not be in excess of $5,000,000 at any one time outstanding;

(e) Easements, rights-of-way, restrictions, encroachments, covenants, servitudes, zoning and other similar encumbrances which, in the aggregate, do not materially interfere with the occupation, use and enjoyment by Borrower or any Restricted Subsidiary of the property or assets encumbered thereby in the normal course of its business or materially impair the value of the property subject thereto;

(f) Liens arising in the ordinary course of business and created in connection with amounts on deposit in charge card and like accounts (such as Visa or MasterCard);

(g) Liens on land, buildings and equipment existing at the time of their acquisition or Liens to secure the payment of all or any part of the purchase price of such land, buildings or equipment or to secure Funded Debt incurred prior to, at the time of, or within one-hundred eighty (180) days after the acquisition of such property for the purpose of financing all or any part of the purchase price thereof, provided that any such Liens shall not encumber any other property of Borrower or its Restricted Subsidiaries;

(h) Liens assumed in connection with permitted mergers and acquisitions, but only to the extent that such Liens shall secure only Funded Debt and shall not encumber any other property of Borrower or any Restricted Subsidiary;

(i) Liens on financed property created or incurred in connection with leases, mortgages, conditional sales contracts, security interests or arrangements for the retention of title entered into by Borrower or any of its Restricted Subsidiaries to secure "industrial revenue bonds" as defined in Section 103(b)(2) of the Code and treated as obligations described in legislation similar to the provisions of said Sections of the Code enacted in any State of the United States or Puerto Rico, which are issued to finance property useful and intended to be used in carrying on the business of Borrower or any of its Restricted Subsidiaries, provided that upon creation of any such Lien Borrower or such Restricted Subsidiary shall incur Funded Debt secured thereby in conformity with the provisions of Section 10.1 hereof;

(j) Liens on property or assets of a Restricted Subsidiary to secure Debt of such Restricted Subsidiary to Borrower;

(k) Liens of CoBank, St. Paul Bank and other cooperatives, respectively, on Investments by Borrower in the stock, participation certificates, or allocated reserves of CoBank, St. Paul Bank or other cooperatives, respectively, owned by Borrower;

(l) All precautionary filings of financing statements under the Uniform Commercial Code which cover property that is made available to or used by Borrower or any Restricted Subsidiary pursuant to the terms of an Operating Lease or Capital Lease; and

(m) Liens securing its reimbursement obligations under any letter of credit issued in connection with the acquisition of an asset; provided that (i) the lien attaches only to such asset, and (ii) the lien is released upon satisfaction of such reimbursement obligation.

10.4 SALE OF ASSETS. Borrower shall not (nor shall it permit any of its Restricted Subsidiaries to) sell, convey, assign, lease or otherwise transfer or dispose of, voluntarily, by operation of law or otherwise, any material part of its now owned or

hereafter acquired assets during any twelve (12) month period commencing June 1, 1998 and each June 1 thereafter, except: (a) the sale of inventory, equipment and fixtures disposed of in the ordinary course of business, (b) the sale or other disposition of assets no longer necessary or useful for the conduct of its business, and (c) leases of assets to an entity in which Borrower has at least a fifty-percent (50%) interest in ownership, profits, and governance. For purposes of this Section, "material part" shall mean ten percent (10%) or more of the lesser of the book value or the market value of the assets of Borrower or such Restricted Subsidiary as shown on the balance sheets thereof as of the May 31 immediately preceding each such twelve (12) month measurement period.

10.5 LIABILITIES OF OTHERS. Borrower shall not (nor shall it permit any of its Restricted Subsidiaries to) assume, guarantee, become liable as a surety, endorse, contingently agree to purchase, or otherwise be or become liable, directly or indirectly (including, but not limited to, by means of a maintenance agreement, an asset or stock purchase agreement, or any other agreement designed to ensure any creditor against loss), for or on account of the obligation of any Person, except (a) by the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of the Borrower's or any Restricted Subsidiary's business, and (b) guarantees made from time to time by Borrower and its Restricted Subsidiaries in the ordinary course of their respective businesses; provided, however, that the aggregate amount of all indebtedness guaranteed under clause (b) above shall not exceed $100,000,000 in the aggregate.

10.6 LOANS. Borrower shall not (nor shall it permit any of its Restricted Subsidiaries to) lend or advance money, credit, or property to any Person, except for (a) loans to Restricted Subsidiaries, (b) trade credit extended in the ordinary course of business, (c) loans made by Borrower to its members on open account maintained by such members with Borrower or made by Borrower to its members pursuant to its Affiliate Financing CoBank Participation Program; provided that the aggregate principal amount of all such loans outstanding at any time shall not exceed $150,000,000 and (d) loans made by Fin-Ag, Inc. to agricultural producers, provided that the aggregate principal amount of all such loans outstanding at any time shall not exceed $50,000,000.

10.7 MERGER; ACQUISITIONS; BUSINESS FORM; ETC. Borrower shall not (nor shall it permit any of its Restricted Subsidiaries to) merge or consolidate with any entity, or acquire all or substantially all of the assets of any person or entity, or form or create any new subsidiary (other than a Restricted Subsidiary formed by Borrower) or affiliate, change its business form from a cooperative corporation, or commence operations under any other name, organization, or entity, including any joint venture; provided, however, that the foregoing shall not prevent any consolidation or merger if after giving effect thereto:

(a) The book value of Borrower and its Subsidiaries does not increase due to all such mergers, consolidations or acquisitions by an aggregate amount in excess of $50,000,000 in any fiscal year of Borrower;

(b) Borrower is the surviving entity; and

(c) No Event of Default or Potential Default shall have occurred and be continuing.

10.8 INVESTMENTS. Except for the purchase of Bank Equity Interests, Borrower shall not (nor shall it permit any of its Restricted Subsidiaries to) own, purchase or acquire any stock, obligations or securities of, or any other interest in, or make any capital contribution to, any Person, except that Borrower and the Restricted Subsidiaries may own, purchase or acquire:

(a) commercial paper maturing not in excess of one year from the date of acquisition and rated P1 by Moody's Investors Service, Inc. or A1 by Standard & Poor's Corporation on the date of acquisition;

(b) certificates of deposit in North American commercial banks rated C or better by Keefe, Bruyette & Woods, Inc. or 3 or better by Cates Consulting Analysts, maturing not in excess of one year from the date of acquisition;

(c) obligations of the United States government or any agency thereof, the obligations of which are guaranteed by the United States government, maturing, in each case, not in excess of one year from the date of acquisition;

(d) repurchase agreements of any bank or trust company incorporated under the laws of the United States of America or any state thereof and fully secured by a pledge of obligations issued or fully and unconditionally guaranteed by the United States government;

(e) Investments permitted under Sections 10.5, 10.6, and 10.9;

(f) Investments made prior to the Closing Date in Persons, which are not Restricted Subsidiaries, identified on Exhibit 10.8 hereto as it may be supplemented (by adding or removing Persons) from time to time by Borrower;

(g) Investments (by Borrower) in the Restricted Subsidiaries; and

(h) Investments (by Borrower) in Subsidiaries, other than Restricted Subsidiaries, in an aggregate amount not exceeding $75,000,000.00;

(i) Investments in the form of non-cash patronage dividends in any Person; and

(j) Investments, in addition to those permitted by clauses
(a) through (i) above, in an aggregate amount not exceeding $75,000,000.00.

10.9 TRANSACTIONS WITH RELATED PARTIES. Borrower shall not purchase, acquire, provide, or sell any equipment, other personal property, real property or services from or to any Subsidiary of Borrower (other than a Restricted Subsidiary), except in the ordinary course and pursuant to the reasonable requirements of Borrower's business and upon fair and reasonable terms no less favorable than would be obtained by Borrower in a comparable arm's-length transaction with an unrelated Person.

10.10 PATRONAGE REFUNDS, ETC. Borrower shall not, directly or indirectly, in any Fiscal Year (a) declare or pay any cash patronage refunds to patrons or members which in the aggregate exceed 20% of Borrower's consolidated net patronage income for the Fiscal Year of Borrower preceding the Fiscal Year in which such patronage refunds are to be paid, (b) directly or indirectly redeem or otherwise retire its equity, or (c) make any cash distributions of any kind or character in respect of its equity, unless, in the case of (a), (b), or
(c), (i) at the time of taking such action no Event of Default or Potential Default exists hereunder and (ii) after giving effect thereto no Event of Default or Potential Default would exist hereunder.

10.11 CHANGE IN FISCAL YEAR. Borrower shall not change its Fiscal Year from a year ending on August 31 unless required to do so by the Internal Revnue Service, in which case Borrower agrees to such amendment of the terms Fiscal Quarter and Fiscal Year, as used herein, as the Administrative Agent reasonably deems necessary.

ARTICLE 11. INDEMNIFICATION

11.1 GENERAL; STAMP TAXES; INTANGIBLES TAX. Borrower agrees to indemnify and hold the Administrative Agent and each Syndication Party and their directors, officers, employees, agents, professional advisers and representatives ("INDEMNIFIED PARTIES") harmless from and against any and all claims, damages, losses, liabilities, costs or expenses whatsoever which the Administrative Agent or any other Indemnified Party may incur (or which may be claimed against any such Indemnified Party by any Person), including attorneys' fees incurred by any Indemnified Party, arising out of or resulting from: (a) the material inaccuracy of any representation or warranty of or with respect to Borrower in this Credit Agreement or the other Loan Documents; (b) the material failure of Borrower to perform or comply with any covenant or obligation of Borrower under this Credit Agreement or the other Loan Documents; or (c) the exercise by the Administrative Agent of any right or remedy set forth in this Credit Agreement or the other Loan Documents, provided that Borrower shall have no obligation to indemnify any Indemnified Party against claims, damages, losses, liabilities, costs or expenses to the extent that a court of competent jurisdiction renders a final non-appealable determination that the foregoing are solely the result of the willful misconduct or gross negligence of such Indemnified Party. In addition, Borrower agrees to indemnify and hold the Indemnified Parties harmless from and against any and all claims, damages, losses, liabilities, costs or expenses whatsoever which the Administrative Agent or any other Indemnified Party may incur (or which may be claimed against any such Indemnified Party by any Person), including attorneys' fees

incurred by any Indemnified Party, arising out of or resulting from the imposition or nonpayment by Borrower of any stamp tax, intangibles tax, or similar tax imposed by any state, including any amounts owing by virtue of the assertion that the property valuation used to calculate any such tax was understated. Borrower shall have the right to assume the defense of any claim as would give rise to Borrower's indemnification obligation under this Section with counsel of Borrower's choosing so long as such defense is being diligently and properly conducted and Borrower shall establish to the Indemnified Party's satisfaction that the amount of such claims are not, and will not be, material in comparison to the liquid and unrestricted assets of Borrower available to respond to any award which may be granted on account of such claim. So long as the conditions of the preceding sentence are met, Indemnified Party shall have no further right to reimbursement of attorneys' fees incurred thereafter. The obligation to indemnify set forth in this Section shall survive the termination of this Credit Agreement and other covenants.

11.2 INDEMNIFICATION RELATING TO HAZARDOUS SUBSTANCES. Borrower shall not locate, produce, treat, transport, incorporate, discharge, emit, release, deposit or dispose of any Hazardous Substance in, upon, under, over or from any property owned or held by Borrower, except in accordance with all Environmental Regulations; Borrower shall not permit any Hazardous Substance to be located, produced, treated, transported, incorporated, discharged, emitted, released, deposited, disposed of or to escape in, upon, under, over or from any property owned or held by Borrower, except in accordance with Environmental Regulations; and Borrower shall comply with all Environmental Regulations which are applicable to such property. Borrower shall indemnify the Indemnified Parties against, and shall reimburse the Indemnified Parties for, any and all claims, demands, judgments, penalties, liabilities, costs, damages and expenses, including court costs and attorneys' fees incurred by the Indemnified Parties (prior to trial, at trial and on appeal) in any action against or involving the Indemnified Parties, resulting from any breach of the foregoing covenants in this Section or the covenants in Section 9.6 hereof, or from the discovery of any Hazardous Substance in, upon, under or over, or emanating from, such property, it being the intent of Borrower and the Indemnified Parties that the Indemnified Parties shall have no liability or responsibility for damage or injury to human health, the environmental or natural resources caused by, for abatement and/or clean-up of, or otherwise with respect to, Hazardous Substances as the result of the Administrative Agent or any Syndication Party exercising any of its rights or remedies with respect thereto, including but not limited to becoming the owner thereof by foreclosure or conveyance in lieu of foreclosure of a judgment lien; provided that such indemnification as it applies to the exercise by the Administrative Agent or any Syndication Party of its rights or remedies with respect to the Loan Documents shall not apply to claims arising solely with respect to Hazardous Substances brought onto such property by the Administrative Agent or such Syndication Party while engaged in activities other than operations substantially the same as the operations previously conducted on such property by Borrower. The foregoing covenants of this Section shall be deemed continuing covenants for the benefit of the Indemnified Parties, and any

successors and assigns of the Indemnified Parties, including but not limited to any transferee of the title of the Administrative Agent or any Syndication Party or any subsequent owner of the property, and shall survive the satisfaction or release of any lien, any foreclosure of any lien and/or any acquisition of title to the property or any part thereof by the Administrative Agent or any Syndication Party, or anyone claiming by, through or under the Administrative Agent or any Syndication Party or Borrower by deed in lieu of foreclosure or otherwise. Any amounts covered by the foregoing indemnification shall bear interest from the date incurred at the Default Interest Rate, shall be payable on demand, and shall be secured by the Security Documents. The indemnification and covenants of this Section shall survive the termination of this Credit Agreement and other covenants.

ARTICLE 12. EVENTS OF DEFAULT; RIGHTS AND REMEDIES

12.1 EVENTS OF DEFAULT. The occurrence of any of the following events (each an "EVENT OF DEFAULT") shall, at the option of the Administrative Agent, make the entire Bank Debt immediately due and payable (provided, that in the case of an Event of Default under Subsection 12.1(f) all amounts owing under the Notes and the other Loan Documents shall automatically and immediately become due and payable without any action by or on behalf of the Administrative Agent), and the Administrative Agent may exercise all rights and remedies for the collection of any amounts outstanding hereunder and take whatever action it deems necessary to secure itself, all without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor, or other notices or demands of any kind or character:

(a) Failure of Borrower to pay within five (5) days of the date when due, whether by acceleration or otherwise, any of the Bank Debt in accordance with this Credit Agreement or the other Loan Documents.

(b) Any representation or warranty set forth in any Loan Document, any Borrowing Notice, any financial statements or reports or projections or forecasts, or in connection with any transaction contemplated by any such document, shall prove in any material respect to have been false or misleading when made or furnished by Borrower.

(c) Any default by Borrower in the performance or compliance with the covenants, promises, conditions or provisions of Sections 9.3, 9.8, 9.11, 9.15, 10.1, 10.3, 10.4, 10.5, 10.7, or 10.10 of this Credit Agreement; provided that a default under Subsection 9.15.1 hereof shall not constitute an Event of Default nor a Potential Default if Borrower is in compliance with such Subsection within five (5) Banking Days after the earlier of (i) the date on which Borrower discovers that it is not in compliance with such test, or (ii) the date by which Borrower is required by Subsections 9.2.1 or 9.2.2 hereof to provide quarterly or year-end financial statements and/or Compliance Certificates to the Administrative Agent.

(d) Any default by Borrower in the performance or compliance with the covenants, promises, conditions or provisions of Sections 9.2, 9.5, 9.6, 9.7, 9.9, 9.10, (except as provided in Section 12.1(e)), 9.12, 9.13, 9.14, 10.6, 10.8, 10.9, or 10.11 of this Credit Agreement, and such failure continues for fifteen (15) days after Borrower learns of such failure to comply, whether by Borrower's own discovery or through notice from the Administrative Agent.

(e) The failure of Borrower to pay when due, or failure to perform or observe any other obligation or condition with respect to any of the following obligations to any Person, beyond any period of grace under the instrument creating such obligation: (i) any indebtedness for borrowed money or for the deferred purchase price of property or services, (ii) any obligations under leases which have or should have been characterized as Capital Leases, or
(iii) any contingent liabilities, such as guaranties, for the obligations of others relating to indebtedness for borrowed money or for the deferred purchase price of property or services or relating to obligations under leases which have or should have been characterized as Capital Leases; provided that no such failure will be deemed to be an Event of Default hereunder unless and until the aggregate amount owing under obligations with respect to which such failures have occurred and are continuing is at least $1,000,000.00.

(f) Borrower applies for or consents to the appointment of a trustee or receiver for any part of its properties; any bankruptcy, reorganization, debt arrangement, dissolution or liquidation proceeding is commenced or consented to by Borrower; or any application for appointment of a receiver or a trustee, or any proceeding for bankruptcy, reorganization, debt management or liquidation is filed for or commenced against Borrower, and is not withdrawn or dismissed within sixty (60) days thereafter.

(g) Failure of Borrower to comply with any other provision of this Credit Agreement or the other Loan Documents not constituting an Event of Default under any of the preceding subparagraphs of this Section 12.1, and such failure continues for thirty (30) days after Borrower learns of such failure to comply, whether by Borrower's own discovery or through notice from the Administrative Agent.

(h) The occurrence of an "Event of Default" under the Revolving Loan Credit Agreement.

(i) The entry of one or more judgments in an aggregate amount in excess of $5,000,000.00 against Borrower not stayed, discharged or paid within thirty (30) days after entry.

12.2 NO ADVANCE. The Syndication Parties shall have no obligation to make any Advance if a Potential Default or an Event of Default shall occur and be continuing.

12.3 RIGHTS AND REMEDIES. In addition to the remedies set forth in
Section 12.1 and 12.2 hereof, upon the occurrence of an Event of Default, the

Administrative Agent shall be entitled to exercise all the rights and remedies provided in the Loan Documents and by any applicable law. Each and every right or remedy granted to the Administrative Agent pursuant to this Credit Agreement and the other Loan Documents, or allowed the Administrative Agent by law or equity, shall be cumulative. Failure or delay on the part of the Administrative Agent to exercise any such right or remedy shall not operate as a waiver thereof. Any single or partial exercise by the Administrative Agent of any such right or remedy shall not preclude any future exercise thereof or the exercise of any other right or remedy.

ARTICLE 13. AGENCY AGREEMENT

13.1 FUNDING OF SYNDICATION INTEREST. Each Syndication Party, severally but not jointly, hereby irrevocably agrees to fund its Funding Share of the Advances ("ADVANCE PAYMENT") as determined pursuant to the terms and conditions contained herein and in particular, Article 2, hereof. Each Syndication Party's interest ("SYNDICATION INTEREST") in each Advance hereunder shall be without recourse to the Administrative Agent or any other Syndication Party and shall not be construed as a loan from any Syndication Party to the Administrative Agent or any other Syndication Party.

13.2 SYNDICATION PARTIES' OBLIGATIONS TO REMIT FUNDS. Each Syndication Party agrees to remit its Funding Share to the Administrative Agent as, and within the time deadlines ("SYNDICATION PARTY ADVANCE DATE"), required in this Credit Agreement. Unless the Administrative Agent shall have received notice from a Syndication Party prior to the date on which such Syndication Party is to provide funds to the Administrative Agent for an Advance to be made by such Syndication Party that such Syndication Party will not make available to the Administrative Agent such funds, the Administrative Agent may assume that such Syndication Party has made such funds available to the Administrative Agent on the date of such Advance in accordance with the terms of this Credit Agreement and the Administrative Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, make available to Borrower on such date a corresponding amount. If and to the extent such Syndication Party shall not have made such funds available to the Administrative Agent by 2:00 P.M. (Central time) on the Banking Day due, such Syndication Party agrees to repay the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower until the Banking Day such amount is repaid to the Administrative Agent (assuming payment is received by the Administrative Agent at or prior to 2:00 P.M. (Central time), and until the next Banking Day if payment is not received until after 2:00 P.M.), at the customary rate set by the Administrative Agent for the correction of errors among banks for three (3) Banking Days and thereafter at the Base Rate. If such Syndication Party shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Syndication Party's Advance for purposes of this Credit Agreement. If such Syndication Party does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent

shall promptly notify Borrower, and Borrower shall immediately pay such corresponding amount to the Administrative Agent with the interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is repaid to the Administrative Agent, at the rate of interest applicable at the time to such Advance.

13.3 SYNDICATION PARTY'S FAILURE TO REMIT FUNDS. If a Syndication Party ("DELINQUENT SYNDICATION PARTY") fails to remit its Funding Share in full by the date and time required (the unpaid amount of any such payment being hereinafter referred to as the "DELINQUENT AMOUNT"), in addition to any other remedies available hereunder, any other Syndication Party or Syndication Parties may, but shall not be obligated to, advance the Delinquent Amount (the Syndication Party or Syndication Parties which advance such Delinquent Amount are referred to as the "CONTRIBUTING SYNDICATION PARTIES"), in which case (a) the Delinquent Amount which any Contributing Syndication Party advances shall be treated as a loan to the Delinquent Syndication Party and shall not be counted in determining the Individual Outstanding Obligations, as applicable, of any Contributing Syndication Party, and (b) the Delinquent Syndication Party shall be obligated to pay to the Administrative Agent, for the account of the Contributing Syndication Parties, interest on the Delinquent Amount at a rate of interest equal to the rate of interest which Borrower is obligated to pay on the Delinquent Amount plus 200 basis points ("DELINQUENCY Interest") until the Delinquent Syndication Party remits the full Delinquent Amount and remits all Delinquency Interest to the Administrative Agent, which will distribute such payments to the Contributing Syndication Parties (pro rata based on the amount of the Delinquent Amount which each of them (if more than one) advanced) on the same Banking Day as such payments are received by the Administrative Agent if received no later than 11:00 A.M. (Central time) or the next Banking Day if received by the Administrative Agent thereafter. In addition, the Contributing Syndication Parties shall be entitled to share, on the same pro rata basis, and the Administrative Agent shall pay over to them, for application against Delinquency Interest and the Delinquent Amount, the Delinquent Syndication Party's Payment Distribution and any fee distributions or distributions made under Section 13.10 hereof until the Delinquent Amount and all Delinquency Interest have been paid in full. For voting purposes the Administrative Agent shall readjust the Individual Commitments of such Delinquent Syndication Party and the Contributing Syndication Parties from time to time first to reflect the advance of the Delinquent Amount by the Contributing Syndication Parties, and then to reflect the full or partial reimbursement to the Contributing Syndication Parties of such Delinquent Amount. As between the Delinquent Syndication Party and the Contributing Syndication Parties, the Delinquent Syndication Party's interest in its Note shall be deemed to have been partially assigned to the Contributing Syndication Parties in the amount of the Delinquent Amount and Delinquency Interest owing to the Contributing Syndication Parties from time to time. For the purposes of calculating interest owed by a Delinquent Syndication Party, payments received on other than a Banking Day shall be deemed to

have been received on the next Banking Day, and payments received after 2:00 P.M. (Central time) shall be deemed to have been received on the next Banking Day.

13.4 AGENCY APPOINTMENT. Each of the Syndication Parties hereby designates and appoints the Administrative Agent to act as agent to service and collect the Term Loan and its respective Note and to take such action on behalf of such Syndication Party with respect to the Term Loan and such Note, and to execute such powers and to perform such duties, as specifically delegated or required herein, as well as to exercise such powers and to perform such duties as are reasonably incident thereto, and to receive and benefit from such fees and indemnifications as are provided for or set forth herein, until such time as a successor is appointed and qualified to act as the Administrative Agent.

13.5 POWER AND AUTHORITY OF THE ADMINISTRATIVE AGENT. Without limiting the generality of the power and authority vested in the Administrative Agent pursuant to Section 13.4 hereof, the power and authority vested in the Administrative Agent includes, but is not limited to, the following:

13.5.1 ADVICE. To solicit the advice and assistance of each of the Syndication Parties concerning the administration of the Term Loan and the exercise by the Administrative Agent of its various rights, remedies, powers, and discretions with respect thereto. As to any matters not expressly provided for by this Credit Agreement or any other Loan Document, the Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder in accordance with instructions signed by all of the Syndication Parties, the Required Lenders, or Super Majority Lenders, as the case may be, and any action taken or failure to act pursuant thereto shall be binding on all of the Syndication Parties and the Administrative Agent.

13.5.2 DOCUMENTS. To execute, seal, acknowledge, and deliver as the Administrative Agent, all such instruments as may be appropriate in connection with the administration of the Term Loan and the exercise by the Administrative Agent of its various rights with respect thereto.

13.5.3 PROCEEDINGS. To initiate, prosecute, defend, and to participate in, actions and proceedings in its name as the Administrative Agent for the ratable benefit of the Syndication Parties.

13.5.4 RETAIN PROFESSIONALS. To retain attorneys, accountants, and other professionals to provide advice and professional services to the Administrative Agent, with their fees and expenses reimbursable to the Administrative Agent by Syndication Parties pursuant to Section 13.17 hereof.

13.5.5 INCIDENTAL POWERS. To exercise powers reasonably incident to the Administrative Agent's discharge of its duties enumerated in Section 13.6 hereof.

13.6 DUTIES OF THE ADMINISTRATIVE AGENT. The duties of the Administrative Agent hereunder shall consist of the following:

13.6.1 POSSESSION OF DOCUMENTS. To safekeep one original of each of the Loan Documents other than the Notes (which will be in the possession of the Syndication Party named as payee therein).

13.6.2 DISTRIBUTE PAYMENTS. To receive and distribute to the Syndication Parties payments made by Borrower pursuant to the Loan Documents, as provided in Article 4 hereof. Unless the Administrative Agent shall have received notice from Borrower prior to the date on which any payment is due to any Syndication Party hereunder that Borrower will not make such payment in full, the Administrative Agent may assume that Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, cause to be distributed to each Syndication Party on such due date an amount equal to the amount then due such Syndication Party. If and to the extent Borrower shall not have so made such payment in full to the Administrative Agent, each Syndication Party shall repay to the Administrative Agent forthwith on demand such amount distributed to such Syndication Party together with interest thereon, for each day from the date such amount is distributed to such Syndication Party until the date such Syndication Party repays such amount to the Administrative Agent at the customary rate set by the Administrative Agent for the correction of errors among banks for three (3) Banking Days and thereafter at the Base Rate.

13.6.3 LOAN ADMINISTRATION. Subject to the provisions of Section 13.8 hereof, to, on behalf of and for the ratable benefit of all Syndication Parties, in accordance with customary banking practices, exercise all rights, powers, privileges, and discretion to which the Administrative Agent is entitled to administer the Term Loan, including, without limitation: (a) monitor all borrowing activity, Individual Commitment balances, and maturity dates of all Treasury Rate Loans and Quoted Rate Loans; (b) monitor and report Credit Agreement and covenant compliance, and coordinate required credit actions by the Syndication Parties; (c) manage the process for future waivers and amendments if modifications to the Credit Agreement are required; and (d) administer, record, and process all assignments to be made for the current and future Syndication Parties.

13.6.4 ACTION UPON DEFAULT. Each Syndication Party agrees that upon its learning of any facts which would constitute a Potential Default or Event of Default, it shall promptly notify the Administrative Agent by a writing designated as a notice of default specifying in detail the nature of such facts and default, and the Administrative Agent shall promptly send a copy of such notice to all other Syndication Parties. The Administrative Agent shall be entitled to assume that no Event of Default or Potential Default has occurred or is continuing unless an officer thereof primarily responsible for the Administrative Agent's duties as such with respect to the Term Loan or primarily

responsible for the credit relationship between the Administrative Agent and Borrower has actual knowledge of facts which would result in or constitute a Potential Default or Event of Default, or has received written notice from Borrower of such fact, or has received written notice of default from a Syndication Party. In the event the Administrative Agent has obtained actual knowledge (in the manner described above) or received written notice of the occurrence of a Potential Default or Event of Default as provided in the preceding sentences, the Administrative Agent may, but is not required to exercise or refrain from exercising any rights which may be available under the Loan Documents or at law on account of such occurrence and shall be entitled to use its discretion with respect to exercising or refraining from exercising any such rights, unless and until the Administrative Agent has received specific written instruction from the Required Lenders to refrain from exercising such rights or to take specific designated action, in which case it shall follow such instruction; provided that the Administrative Agent shall not be required to take any action which will subject it to personal liability, or which is or may be contrary to any provision of the Loan Documents or applicable law. The Administrative Agent shall not be subject to any liability by reason of its acting or refraining from acting pursuant to any such instruction.

13.7 INDEMNIFICATION AS CONDITION TO ACTION. Except for action expressly required of the Administrative Agent hereunder, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder unless it shall have received further assurances (which may include cash collateral) of the indemnification obligations of the Syndication Parties under Section 13.18 hereof in respect of any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action.

13.8 CONSENT REQUIRED FOR CERTAIN ACTIONS. Except as provided in
Section 13.3 hereof, and notwithstanding the fact that this Credit Agreement may otherwise provide that the Administrative Agent may act at its discretion, the Administrative Agent may not take any of the following actions (nor may the Syndication Parties take the action described in Subsection 13.8.1(c)) with respect to, or under, the Loan Documents without the prior written consent, given after notification by the Administrative Agent of its intention to take any such action (or notification by such Syndication Parties as are proposing the action described in Subsection 13.8.1(c) of their intention to do so), of:

13.8.1 UNANIMOUS. Each of the Syndication Parties before:

(a) Agreeing to an increase in the Aggregate Commitment or an extension of the Availability Period or the Maturity Date;

(b) Agreeing to a reduction in the amount, or to a delay in the due date, of any payment by Borrower of interest, principal, or fees with respect to the Term Loan; provided, however, this restriction shall not apply to a delay in payment

granted by the Administrative Agent in the ordinary course of administration of the Term Loan and the exercise of reasonable judgment, so long as such payment delay does not exceed five (5) days;

(c) Reducing the voting rights percentage set forth in this Subsection 13.8.1; or

(d) Agreeing to waive any material provisions of this Credit Agreement relating to the Term Loan.

13.8.2 REQUIRED LENDERS. The Required Lenders before:

(a) Consenting to any action, amendment, or granting any waiver with respect to the Term Loan not covered in Subsection 13.8.1; or

(b) Agreeing to amend Article 13 of this Credit Agreement (other than Subsection 13.8.1(c)).

13.8.3 ACTION WITHOUT VOTE. Notwithstanding any other provisions of this Section, the Administrative Agent may take the following action without obtaining the consent of the Syndication Parties:

(a) Determining (i) whether the conditions to an Advance have been met, and (ii) the amount of such Advance.

If no written consent or denial is received from a Syndication Party within five
(5) Banking Days after written notice of any proposed action as described in this Section is delivered to such Syndication Party by the Administrative Agent, such Syndication Party shall be conclusively deemed to have consented thereto for the purposes of this Section.

13.9 DISTRIBUTION OF PRINCIPAL AND INTEREST. The Administrative Agent will receive and accept all payments (including prepayments) of principal and interest made by Borrower on the Term Loan and the Notes and will hold all such payments in trust for the benefit of all present and future Syndication Parties, and, if requested in writing by the Required Lenders, in an account segregated from the Administrative Agent's other funds and accounts ("PAYMENT ACCOUNT"). After the receipt by the Administrative Agent of any payment representing interest or principal on the Term Loan, the Administrative Agent shall remit to each Syndication Party its share of such payment as provided in Article 4 hereof, ("PAYMENT DISTRIBUTION") no later than the same Banking Day as such payment is received by the Administrative Agent if received no later than 11:00
A.M. (Central time) or the next Banking Day if received by the Administrative Agent thereafter. Any Syndication Party's rights to its Payment Distribution shall be subject to the rights of any Contributing Syndication Parties to such amounts as set forth in Section 13.3 hereof.

13.10 DISTRIBUTION OF CERTAIN AMOUNTS. The Administrative Agent shall
(a) receive and hold in trust for the benefit of all present and future Syndication Parties, in the Payment Account and, if requested in writing by the Required Lenders, segregated from the Administrative Agent's other funds and accounts and (b) shall remit to the Syndication Parties, as indicated, the amounts described below:

13.10.1 FUNDING LOSSES. To each Syndication Party, the amount of any Funding Losses paid by Borrower to the Administrative Agent in connection with a prepayment of any portion of a Treasury Rate Loan or a Quoted Rate Loan, in accordance with the Funding Loss Notice such Syndication Party provided to the Administrative Agent, no later than the same Banking Day that payment of such Funding Losses is received by the Administrative Agent, if received no later than 11:00 A.M. (Central time), or the next Banking Day if received by the Administrative Agent thereafter.

13.11 POSSESSION OF LOAN DOCUMENTS. The Loan Documents (other than the Notes) shall be held by the Administrative Agent in its name, for the ratable benefit of itself and the other Syndication Parties without preference or priority.

13.12 COLLATERAL APPLICATION. The Syndication Parties shall have no interest in any other loans made to Borrower by any other Syndication Party other than the Term Loan, or in any property taken as security for any other loan or loans made to Borrower by any other Syndication Party, or in any property now or hereinafter in the possession or control of any other Syndication Party, which may be or become security for the Term Loan solely by reason of the provisions of a security instrument that would cause such security instrument and the property covered thereby to secure generally all indebtedness owing by Borrower to such other Syndication Party. Notwithstanding the foregoing, to the extent such other Syndication Party applies such funds or the proceeds of such property to reduction of the Term Loan, such other Syndication Party shall share such funds or proceeds with all Syndication Parties according to their respective Individual Commitments. In the event that any Syndication Party shall obtain payment, whether partial or full, from any source in respect of the Term Loan, including without limitation payment by reason of the exercise of a right of offset, banker's lien, general lien, or counterclaim, such Syndication Party shall promptly make such adjustments (which may include payment in cash or the purchase of further syndications or participations in the Term Loan) to the end that such excess payment shall be shared with all other Syndication Parties in accordance with their respective Individual Commitments. Notwithstanding any of the foregoing provisions of this Section or Article 6 hereof: (a) no Syndication Party other than CoBank shall have any right to, or to the proceeds of, or any right to the application to any amount owing to such Syndication Party hereunder of any the proceeds of, any Bank Equity Interests issued to Borrower by CoBank or on account of any statutory lien held by CoBank on such Bank Equity Interests, and (b) no Syndication Party other than St. Paul Bank shall have any right to, or to the proceeds of, or any right to the application to any amount owing to such Syndication Party hereunder of any the proceeds of, any Bank Equity Interests

issued to Borrower by St. Paul Bank or on account of any statutory lien held by St. Paul Bank on such Bank Equity Interests.

13.13 AMOUNTS REQUIRED TO BE RETURNED. If the Administrative Agent makes any payment to a Syndication Party in anticipation of the receipt of final funds from Borrower, and such funds are not received from Borrower, or if excess funds are paid by the Administrative Agent to any Syndication Party as the result of a miscalculation by the Administrative Agent, then Syndication Party shall, on demand of the Administrative Agent, forthwith return to the Administrative Agent any such amounts, plus interest thereon (from the day such amounts were transferred by the Administrative Agent to the Syndication Party to, but not including, the day such amounts are returned by Syndication Party) at a rate per annum equal to the customary rate set by the Administrative Agent for the correction of errors among banks for three (3) Banking Days and thereafter at the Base Rate. If the Administrative Agent is required at any time to return to Borrower or a trustee, receiver, liquidator, custodian, or similar official any portion of the payments made by Borrower to the Administrative Agent, whether pursuant to any bankruptcy or insolvency law or otherwise, then each Syndication Party shall, on demand of the Administrative Agent, forthwith return to the Administrative Agent any such payments transferred to such Syndication Party by the Administrative Agent but without interest or penalty (unless the Administrative Agent is required to pay interest or penalty on such amounts to the person recovering such payments).

13.14 REPORTS AND INFORMATION TO SYNDICATION PARTIES. The Administrative Agent shall use reasonable efforts to provide to Syndication Parties, as soon as practicable after actual knowledge thereof is acquired by an officer thereof primarily responsible for the Administrative Agent's duties as such with respect to the Term Loan or primarily responsible for the credit relationship between the Administrative Agent and Borrower, any material factual information which has a material adverse effect on the creditworthiness of Borrower, and Borrower hereby authorizes such disclosure by the Administrative Agent to the Syndication Parties (and by the Syndication Parties to any of their participants). Failure of the Administrative Agent to provide the information referred to in this Section or in Subsection 13.6.4 hereof shall not result in any liability upon, or right to make a claim against, the Administrative Agent except where a court of competent jurisdiction renders a final non-appealable determination that such failure is a result of the willful misconduct or gross negligence of the Administrative Agent. Syndication Parties acknowledge and agree that all information and reports received pursuant to this Credit Agreement will be received in confidence in connection with their Syndication Interest, and that such information and reports constitute confidential information and shall not, without the prior written consent of the Administrative Agent or Borrower, as applicable, be (x) disclosed to any third party (other than the Administrative Agent, another Syndication Party or potential Syndication Party, or a participant or potential participant in the interest of a Syndication Party, which disclosure is hereby approved by Borrower), except pursuant

to appropriate legal or regulatory process, or (y) used by the Syndication Party except in connection with the Term Loan and its Syndication Interest.

13.15 STANDARD OF CARE. the Administrative Agent shall not be liable to Syndication Parties for any error in judgment or for any action taken or not taken by the Administrative Agent or its agents, except for its gross negligence or willful misconduct. Subject to the preceding sentence, the Administrative Agent will exercise the same care in administering the Term Loan and the Loan Documents as it exercises for similar loans which it holds for its own account and risk, and the Administrative Agent shall not have any further responsibility to the Syndication Parties. Without limiting the foregoing, the Administrative Agent may rely on the advice of counsel concerning legal matters and on any written document it believes to be genuine and correct and to have been signed or sent by the proper Person or Persons.

13.16 NO TRUST RELATIONSHIP. Neither the execution of this Credit Agreement, nor the sharing in the Term Loan, nor the holding of the Loan Documents in its name by the Administrative Agent, nor the management and administration of the Term Loan and Loan Documents by the Administrative Agent (including the obligation to hold certain payments and proceeds in the Payment Account in trust for the Syndication Parties), nor any other right, duty or obligation of the Administrative Agent under or pursuant to this Credit Agreement is intended to be or create, and none of the foregoing shall be construed to be or create, any express, implied or constructive trust relationship between the Administrative Agent and any Syndication Party. Each Syndication Party hereby agrees and stipulates that the Administrative Agent is not acting as trustee for such Syndication Party with respect to the Term Loan, this Credit Agreement, or any aspect of either, or in any other respect.

13.17 SHARING OF COSTS AND EXPENSES. To the extent not paid by Borrower, each Syndication Party will promptly upon demand reimburse the Administrative Agent for its proportionate share (based on its Individual Pro Rata Share), for all reasonable costs, disbursements, and expenses incurred by the Administrative Agent on or after the date of this Credit Agreement for legal, accounting, consulting, and other services rendered to the Administrative Agent in its role as the Administrative Agent in the administration of the Term Loan, interpreting the Loan Documents, and protecting, enforcing, or otherwise exercising any rights, both before and after default by Borrower under the Loan Documents, and including, without limitation, all costs and expenses incurred in connection with any bankruptcy proceedings; provided, however, that the costs and expenses to be shared in accordance with this Section shall not include any costs or expenses incurred by the Administrative Agent solely as a Syndication Party in connection with the Term Loan, nor to the Administrative Agent's internal costs and expenses.

13.18 SYNDICATION PARTIES' INDEMNIFICATION OF THE ADMINISTRATIVE AGENT. Each of the Syndication Parties agree to indemnify the Administrative Agent, including any Successor Agent, and their respective directors, officers, employees, agents,

professional advisers and representatives ("INDEMNIFIED AGENCY PARTIES"), (to the extent not reimbursed by Borrower, and without in any way limiting the obligation of Borrower to do so), ratably (based on the ratio of the total of its Individual Commitment to the Aggregate Commitment), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including, without limitation, at any time following the payment of the Term Loan and/or the expiration or termination of this Credit Agreement) be imposed on, incurred by or asserted against the Administrative Agent (or any of the Indemnified Agency Parties while acting for the Administrative Agent or for any Successor Agent) in any way relating to or arising out of this Credit Agreement or the Loan Documents, or the performance of the duties of the Administrative Agent hereunder or thereunder or any action taken or omitted while acting in the capacity of the Administrative Agent under or in connection with any of the foregoing; provided that the Syndication Parties shall not be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of an Indemnified Agency Party to the extent that any of the forgoing result from the gross negligence or willful misconduct of that Indemnified Agency Party as determined by a court of competent jurisdiction. The agreements and obligations in this Section shall survive the payment of the Term Loan and the expiration or termination of this Credit Agreement.

13.19 BOOKS AND RECORDS. The Administrative Agent shall maintain such books of account and records relating to the Term Loan as it maintains with respect to other loans of similar type and amount, and which shall clearly and accurately reflect the Syndication Interest of each Syndication Party. Syndication Parties, or their agents, may inspect such books of account and records at all reasonable times during the Administrative Agent's regular business hours.

13.20 ADMINISTRATIVE AGENT FEE. St. Paul Bank and any Successor Agent shall be entitled to the Administrative Agent Fee for acting as the Administrative Agent. In the event the Successor Agent is contractually entitled to an additional fee, each Syndication Party will be responsible for its proportionate share (based on its Individual Pro Rata Share) thereof.

13.21 THE ADMINISTRATIVE AGENT'S RESIGNATION OR REMOVAL. The Administrative Agent may resign at any time by giving at least sixty (60) days' prior written notice of its intention to do so to each of the Syndication Parties and Borrower. After the receipt of such notice, the Required Lenders shall appoint a successor ("SUCCESSOR AGENT"). If (a) no Successor Agent shall have been so appointed which is either (i) a Syndication Party, or (ii) if not a Syndication Party, which is a Person approved by Borrower, or (b) if such Successor Agent has not accepted such appointment, in either case within forty-five (45) days after the retiring Administrative Agent's giving of such notice of resignation, then the retiring Administrative Agent may, after consulting with, but without requiring the approval of, Borrower, appoint a Successor Agent which shall be a bank or a trust company organized under the laws of

the United States of America or any state thereof and having a combined capital, surplus and undivided profit of at least $250,000,000. Any Administrative Agent may be removed upon the written demand of the Required Lenders, which demand shall also appoint a Successor Agent. Upon the appointment of a Successor Agent hereunder, (a) the term "Administrative Agent" shall for all purposes of this Credit Agreement thereafter mean such Successor Agent, and (b) the Successor Agent shall notify Borrower of its identity and of the information called for in Subsection 14.4.2 hereof. After any retiring Administrative Agent's resignation hereunder as the Administrative Agent, or the removal hereunder of any Administrative Agent, the provisions of this Credit Agreement shall continue to inure to the benefit of such Administrative Agent as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Credit Agreement.

13.22 REPRESENTATIONS AND WARRANTIES OF ALL PARTIES. The Administrative Agent and each Syndication Party represents and warrants that: (a) the execution and delivery of, and performance of its obligations under, this Credit Agreement is within its power and has been duly authorized by all necessary corporate and other action by it; (b) this Credit Agreement is in compliance with all applicable laws and regulations promulgated under such laws and does not conflict with nor constitute a breach of its charter or by-laws nor any agreements by which it is bound, and does not violate any judgment, decree or governmental or administrative order, rule or regulation applicable to it; (c) no approval, authorization or other action by, or declaration to or filing with, any governmental or administrative authority or any other Person is required to be obtained or made by it in connection with the execution and delivery of, and performance of its obligations under, this Credit Agreement; and (d) this Credit Agreement has been duly executed by it, and constitutes the legal, valid, and binding obligation of such Person, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and general equitable principles (regardless of whether such enforceability is considered in a proceeding at law or in equity). Each Syndication Party that is a state or national bank represents and warrants that the act of entering into and performing its obligations under this Credit Agreement has been approved by its board of directors or its loan committee and such action was duly noted in the written minutes of the meeting of such board or committee, and that it will furnish the Administrative Agent with a certified copy of such minutes or an excerpt therefrom reflecting such approval.

13.23 REPRESENTATIONS AND WARRANTIES OF ST. PAUL BANK. St. Paul Bank, in its role as a Syndication Party and as the Administrative Agent, makes no express or implied representation or warranty and assumes no responsibilities with respect to the due authorization, execution, or delivery of the Loan Documents; the accuracy of any information, statements, or certificates provided by Borrower, the legality, validity, or enforceability of the Loan Documents; the filing or recording of any document; the collectibility of the Term Loan; the performance by Borrower of any of its obligations

under the Loan Documents; or the financial condition or solvency of Borrower or any other party obligated with respect to the Term Loan or the Loan Documents.

13.24 SYNDICATION PARTIES' INDEPENDENT CREDIT ANALYSIS. Each Syndication Party acknowledges receipt of true and correct copies of all Loan Documents (other than any Note payable to another Syndication Party) from the Administrative Agent. Each Syndication Party agrees and represents that it has relied upon its independent review (a) of the Loan Documents, and (b) any information independently acquired by such Syndication Party from Borrower or otherwise in making its decision to acquire an interest in the Term Loan independently and without reliance on the Administrative Agent. Each Syndication Party represents and warrants that it has obtained such information as it deems necessary (including any information such Syndication Party independently obtained from Borrower or others) prior to making its decision to acquire an interest in the Term Loan. Each Syndication Party further agrees and represents that it has made its own independent analysis and appraisal of and investigation into each Borrower's authority, business, operations, financial and other condition, creditworthiness, and ability to perform its obligations under the Loan Documents and has relied on such review in making its decision to acquire an interest in the Term Loan. Each Syndication Party agrees that it will continue to rely solely upon its independent review of the facts and circumstances related to Borrower, and without reliance upon the Administrative Agent, in making future decisions with respect to all matters under or in connection with the Loan Documents and the Term Loan. The Administrative Agent assumes no responsibility for the financial condition of Borrower or for the performance of Borrower's obligations under the Loan Documents. Except as otherwise expressly provided herein, no Syndication Party shall have any duty or responsibility to furnish to any other Syndication Parties any credit or other information concerning Borrower which may come into its possession.

13.25 NO JOINT VENTURE OR PARTNERSHIP. Neither the execution of this Credit Agreement, the sharing in the Term Loan, nor any agreement to share in payments or losses arising as a result of this transaction is intended to be or to create, and the foregoing shall not be construed to be, any partnership, joint venture or other joint enterprise between the Administrative Agent and any Syndication Party, nor between or among any of the Syndication Parties.

13.26 PURCHASE FOR OWN ACCOUNT; RESTRICTIONS ON TRANSFER; PARTICIPATIONS. Each Syndication Party other than CoBank or St. Paul Bank represents that it has acquired and is retaining its interest in the Term Loan for its own account in the ordinary course of its banking or financing business and not with a view toward the sale, distribution, further participation, or transfer thereof. Each Syndication Party agrees that it will not sell, assign, convey or otherwise dispose of ("TRANSFER"), or create or permit to exist any lien or security interest on all or any part of its interest in the Term Loan, without the prior written consent of the Administrative Agent and Borrower (which consent will not be unreasonably withheld); provided that: (a) any such Transfer (except a Transfer to another Syndication Party) or a Transfer by CoBank or St. Paul

Bank must be in a minimum amount of $10,000,000.00; (b) each Syndication Party must maintain an Individual Commitment of no less than $15,000,000.00, unless it Transfers its entire interest in the Term Loan; (c) the transferee must execute an agreement substantially in the form of Exhibit 13.26 hereto ("SYNDICATION ACQUISITION AGREEMENT") and assume all of the transferor's obligations hereunder and execute such documents as the Administrative Agent may reasonably require; and (d) the Syndication Party making such Transfer must pay the Administrative Agent an assignment fee of $3,500.00. Any Syndication Party may participate any part of its interest in the Term Loan to any Person with the prior written consent of the Administrative Agent and Borrower (which consent will not be unreasonably withheld), and each Syndication Party understands and agrees that it must maintain a hold position in the Term Loan not subject to participation of no less than $15,000,000.00 and further agrees that in the event of any such participation: (x) its obligations hereunder will not change on account of such participation; (y) except as provided in Section 13.27 hereof, the participant will have no rights under this Credit Agreement, including, without limitation, voting rights or the right to receive payments or distributions; and (z) the Administrative Agent shall continue to deal directly with the Syndication Party with respect to the Term Loan (including with respect to voting rights) as though no participation had been granted and will not be obligated to deal directly with any participant. Notwithstanding any provision contained herein to the contrary, any Syndication Party may at any time pledge or assign all or any portion of its interest in the Term Loan to any Federal Reserve Bank in accordance with applicable law. CoBank and St. Paul Bank reserve the right to sell participations on a non-patronage basis.

13.27 CERTAIN PARTICIPANTS' VOTING RIGHTS. All Persons which purchase a participation interest in the interest of CoBank or St. Paul Bank as a Syndication Party hereunder may, in the sole discretion of CoBank or St. Paul Bank, respectively (or as required in any agreement under which such purchase is made and governed), be allowed by CoBank or St. Paul Bank to vote, on a dollar basis, on any matter requiring or allowing CoBank or St. Paul Bank, as applicable, in its capacity as a Syndication Party, to provide or withhold its consent, or to otherwise vote on any proposed action.

13.28 METHOD OF MAKING PAYMENTS. Payment and transfer of all amounts owing or to be paid or remitted hereunder, including, without limitation, payment of the Advance Payment by Syndication Parties, and distribution of principal or interest payments or fees or other amounts by the Administrative Agent, shall be by wire transfer in accordance with the instructions contained on Exhibit 13.28 hereto ("WIRE INSTRUCTIONS").

13.29 EVENTS OF SYNDICATION DEFAULT/REMEDIES.

13.29.1 SYNDICATION PARTY DEFAULT. Any of the following occurrences, failures or acts, with respect to any of the Syndication Parties shall constitute an "EVENT OF SYNDICATION DEFAULT" hereunder by such party: (a) if any representation or warranty made by such party in this Credit Agreement shall be found to have been untrue in any

material respect; (b) if such party fails to make any distributions or payments required under this Credit Agreement within five (5) days of the date required;
(c) if such party breaches any other covenant, agreement, or provision of this Credit Agreement which breach shall have continued uncured for a period of thirty (30) consecutive days after such breach first occurs, unless a shorter period is required to avoid prejudicing the rights and position of the other Syndication Parties; (d) if any agency having supervisory authority over such party, or any creditors thereof, shall file a petition to reorganize or liquidate such party pursuant to any applicable federal or state law or regulation and such petition shall not be discharged or denied within fifteen
(15) days after the date on which it is filed; (e) if by the order of a court of competent jurisdiction or by any appropriate supervisory agency, a receiver, trustee or liquidator shall be appointed for such party or for all or any material part of its property or if such party shall be declared insolvent; or
(f) if such party shall be dissolved, or shall make an assignment for the benefit of its creditors, or shall file a petition seeking to take advantage of any debtors' act, including the bankruptcy act, or shall admit in writing its inability to pay its debts generally as they become due, or shall consent to the appointment of a receiver or liquidator of all or any material part of its property.

13.29.2 REMEDIES. Upon the occurrence of an Event of Syndication Default, the non-defaulting parties, acting by, or through the direction of, a simple majority (determined based on the ratio of their Individual Commitments to the Aggregate Commitment) of the non-defaulting parties, may, in addition to any other remedy specifically set forth in this Credit Agreement, have and exercise any and all remedies available generally at law or equity, including the right to damages and to specific performance.

13.30 WITHHOLDING TAXES. Each Syndication Party represents that it is entitled to receive any payments to be made to it hereunder without the withholding of any tax and will furnish to the Administrative Agent and to Borrower such forms, certifications, statements and other documents as the Administrative Agent or Borrower may request from time to time to evidence such Syndication Party's exemption from the withholding of any tax imposed by any jurisdiction or to enable the Administrative Agent or Borrower, as the case may be, to comply with any applicable laws or regulations relating thereto. Without limiting the effect of the foregoing, if any Syndication Party is not created or organized under the laws of the United States of America or any state thereof, such Syndication Party will furnish to the Administrative Agent and Borrower IRS Form 4224 or Form 1001, or such other forms, certifications, statements or documents, duly executed and completed by such Syndication Party, as evidence of such Syndication Party's exemption from the withholding of United States tax with respect thereto. Notwithstanding anything herein to the contrary, Borrower shall not be obligated to make any payments hereunder to such Syndication Party until such Syndication Party shall have furnished to the Administrative Agent and Borrower the requested form, certification, statement or document.

13.31 AMENDMENTS CONCERNING AGENCY FUNCTION. The Administrative Agent shall not be bound by any waiver, amendment, supplement or modification of this Credit Agreement or any other Loan Document which affects its duties hereunder or thereunder unless it shall have given its prior written consent thereto.

13.32 FURTHER ASSURANCES. The Administrative Agent and each Syndication Party agree to take whatever steps and execute such documents as may be reasonable and necessary to implement this Article 13 and to carry out fully the intent thereof.

ARTICLE 14. MISCELLANEOUS

14.1 COSTS AND EXPENSES. To the extent permitted by law, Borrower agrees to pay to the Administrative Agent and the Syndication Parties, on demand, all out-of-pocket costs and expenses (a) incurred by the Administrative Agent (including, without limitation, the reasonable fees and expenses of counsel retained by the Administrative Agent, and including fees and expenses incurred for consulting, appraisal, engineering, inspection, and environmental assessment services) in connection with the preparation, negotiation, and execution of the Loan Documents and the transactions contemplated thereby, and processing the Borrowing Notices; and (b) incurred by the Administrative Agent or any Syndication Party (including, without limitation, the reasonable fees and expenses of counsel retained by the Administrative Agent and the Syndication Parties) in connection with the enforcement or protection of the Syndication Parties' rights under the Loan Documents upon the occurrence of an Event of Default or upon the commencement of an action by Borrower against the Administrative Agent or any Syndication Party, including without limitation collection of the Term Loan (regardless of whether such enforcement or collection is by court action or otherwise). Borrower shall not be obligated to pay the costs or expenses of any Person whose only interest in the Term Loan is as a holder of a participation interest.

14.2 SERVICE OF PROCESS AND CONSENT TO JURISDICTION. Borrower hereby agrees that any litigation with respect to this Credit Agreement or to enforce any judgment obtained against Borrower for breach of this Credit Agreement or under the Notes or other Loan Documents may be brought in the courts of the State of Colorado and in the United States District Court for the District of Colorado (if applicable subject matter jurisdictional requirements are present), as the Administrative Agent may elect; and, by execution and delivery of this Credit Agreement, Borrower irrevocably submits to such jurisdiction. With respect to litigation concerning this Credit Agreement or under the Notes or other Loan Documents within the jurisdiction of the courts of the State of Colorado or the United States District Court for the District of Colorado, Borrower hereby irrevocably appoints, until January 15, 2010, The Corporation Company to serve as the agent of Borrower to receive for and on behalf of Borrower at such agent's Denver, Colorado office (presently at 1675 Broadway), service of process, which service may be made by mailing a copy of any summons or other legal process to Borrower in care of such agent. Borrower agrees that Borrower shall maintain a duly appointed agent in Colorado for service of summons and other legal process as long as Borrower

remains obligated under this Credit Agreement and shall keep the Administrative Agent advised in writing of the identity and location of such agent. The receipt by such agent and/or by Borrower of such summons or other legal process in any such litigation shall be deemed personal service and acceptance by Borrower for all purposes of such litigation.

14.3 JURY WAIVER. IT IS MUTUALLY AGREED BY AND BETWEEN THE ADMINISTRATIVE AGENT, EACH SYNDICATION PARTY, AND BORROWER THAT THEY EACH WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY ANY OF THEM AGAINST ANY OTHER PARTY ON ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS CREDIT AGREEMENT, THE NOTES, OR THE OTHER LOAN DOCUMENTS.

14.4 NOTICES. All notices, requests and demands required or permitted under the terms of this Credit Agreement shall be in writing and (a) shall be addressed as set forth below or at such other address as either party shall designate in writing, (b) shall be deemed to have been given or made: (i) if delivered personally, immediately upon delivery, (ii) if by telex, telegram or facsimile transmission, immediately upon sending and upon confirmation of receipt, (iii) if by nationally recognized overnight courier service with instructions to deliver the next Banking Day, one (1) Banking Day after sending, and (iv) if by United States Mail, certified mail, return receipt requested, five (5) days after mailing.

14.4.1 BORROWER:

Cenex Harvest States Cooperatives 5500 Cenex Drive
Inver Grove Heights, Minnesota 55077 FAX: (612) 451-4554
Attention: Vice President Finance

with a copy to:

Cenex Harvest States Cooperatives 5500 Cenex Drive
Inver Grove Heights, Minnesota 55077 FAX: (612) 451-4554
Attention: General Counsel

14.4.2 ADMINISTRATIVE AGENT:

St. Paul Bank for Cooperatives 375 Jackson Street
St. Paul, Minnesota 55101-1849 FAX: (612) 282-8201
Attention: Jeff Swanhorst

14.4.3 SYNDICATION PARTIES:

See Schedule 1 to this Credit Agreement

14.5 LIABILITY OF ADMINISTRATIVE AGENT. The Administrative Agent shall not have any liabilities or responsibilities to Borrower or any Subsidiary on account of the failure of any Syndication Party to perform its obligations hereunder or to any Syndication Party on account of the failure of Borrower or any Subsidiary to perform their respective obligations hereunder or under any other Loan Document.

14.6 SUCCESSORS AND ASSIGNS. This Credit Agreement shall be binding upon and inure to the benefit of Borrower, the Administrative Agent, and the Syndication Parties, and their respective successors and assigns, except that Borrower may not assign or transfer its rights or obligations hereunder without the prior written consent of all of the Syndication Parties.

14.7 SEVERABILITY. The invalidity or unenforceability of any provision of this Credit Agreement or the other Loan Documents shall not affect the remaining portions of such documents or instruments; in case of such invalidity or unenforceability, such documents or instruments shall be construed as if such invalid or unenforceable provisions had not been included therein.

14.8 ENTIRE AGREEMENT. This Credit Agreement (together with all exhibits hereto, which are incorporated herein by this reference) and the other Loan Documents represent the entire understanding of the Administrative Agent, each Syndication Party, and Borrower with respect to the subject matter hereof and shall replace and supersede any previous agreements of the parties with respect to the subject matter hereof.

14.9 APPLICABLE LAW. To the extent not governed by federal law, this Credit Agreement and the other Loan Documents, and the rights and obligations of the parties hereto and thereto shall be governed by and interpreted in accordance with the internal laws of the State of Colorado, without giving effect to any otherwise applicable rules concerning conflicts of law.

14.10 CAPTIONS. The captions or headings in this Credit Agreement and any table of contents hereof are for convenience only and in no way define, limit or describe the scope or intent of any provision of this Credit Agreement.

14.11 COMPLETE AGREEMENT; AMENDMENTS. THIS CREDIT AGREEMENT, THE NOTES, AND THE OTHER LOAN DOCUMENTS ARE INTENDED BY THE PARTIES HERETO TO BE A COMPLETE AND FINAL EXPRESSION OF THEIR AGREEMENT AND MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR OR CONTEMPORANEOUS ORAL AGREEMENT. BY INITIALING IN THE MARGIN, THE ADMINISTRATIVE AGENT, EACH SYNDICATION PARTY, AND BORROWER ACKNOWLEDGE AND AGREE THAT NO UNWRITTEN ORAL AGREEMENT EXISTS BETWEEN THEM WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT. This Credit Agreement may not be modified or amended unless such modification or amendment is in writing and is signed by Borrower, the Administrative Agent, and all Syndication Parties (and each Syndication Party hereby agrees to execute any such amendment approved pursuant to Section 13.8 hereof). Borrower agrees that it shall reimburse the Administrative Agent for all fees and expenses incurred by the Administrative Agent in retaining outside legal counsel in connection with any amendment or modification to this Credit Agreement requested by Borrower.

14.12 ADDITIONAL COSTS OF MAINTAINING LOAN. Borrower shall pay to the Administrative Agent from time to time such amounts as the Administrative Agent may determine to be necessary to compensate any Syndication Party for any increase in costs to such Syndication Party which the Administrative Agent determines, based on information presented to it by such Syndication Party, are attributable to such Syndication Party's making or maintaining an Advance hereunder or its obligation to make such Advance, or any reduction in any amount receivable by such Syndication Party under this Credit Agreement or the Notes payable to it in respect to such Advance or such obligation (such increases in costs and reductions in amounts receivable being herein called "ADDITIONAL COSTS"), resulting from any change after the date of this Credit Agreement in United States federal, state, municipal, or foreign laws or regulations (including Regulation D of the Federal Reserve Board), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including such Syndication Party of or under any United States federal, state, municipal, or foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof ("REGULATORY CHANGE"), which:
(a) changes the basis of taxation of any amounts payable to such Syndication Party under this Credit Agreement or the Notes payable to such Syndication Party in respect of such Advance (other than taxes imposed on the overall net income of such Syndication Party); or (b) imposes or modifies any reserve, special deposit, or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Syndication Party; or (c) imposes any other condition affecting this Credit Agreement or the Notes

payable to such Syndication Party (or any of such extensions of credit or liabilities). The Administrative Agent will notify Borrower of any event occurring after the date of this Credit Agreement which will entitle such Syndication Party to compensation pursuant to this Section as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. the Administrative Agent shall include with such notice, a certificate from such Syndication Party setting forth in reasonable detail the calculation of the amount of such compensation. Determinations by the Administrative Agent for purposes of this Section of the effect of any Regulatory Change on the costs of such Syndication Party of making or maintaining an Advance or on amounts receivable by such Syndication Party in respect of Advances, and of the additional amounts required to compensate such Syndication Party in respect of any Additional Costs, shall be conclusive absent manifest error, provided that such determinations are made on a reasonable basis.

14.13 CAPITAL REQUIREMENTS. In the event that the introduction of or any change in: (a) any law or regulation; or (b) the judicial, administrative, or other governmental interpretation of any law or regulation; or (c) compliance by any Syndication Party or any corporation controlling any such Syndication Party with any guideline or request from any governmental authority (whether or not having the force of law) has the effect of requiring an increase in the amount of capital required or expected to be maintained by such Syndication Party or any corporation controlling such Syndication Party, and such Syndication Party certifies that such increase is based in any part upon such Syndication Party's obligations hereunder with respect to the Term Loan, and other similar obligations, Borrower shall pay to such Syndication Party such additional amount as shall be certified by such Syndication Party to the Administrative Agent and to Borrower to be the net present value (discounted at the Base Rate) of (x) the amount by which such increase in capital reduces the rate of return on capital which such Syndication Party could have achieved over the period remaining until the Maturity Date, but for such introduction or change, (y) multiplied by the product of such Syndication Party's Individual Pro Rata Share times the Aggregate Commitment. The Administrative Agent will notify Borrower of any event occurring after the date of this Credit Agreement that will entitle any such Syndication Party to compensation pursuant to this Section as promptly as practicable after it obtains knowledge thereof and of such Syndication Party's determination to request such compensation. The Administrative Agent shall include with such notice, a certificate from such Syndication Party setting forth in reasonable detail the calculation of the amount of such compensation. Determinations by any Syndication Party for purposes of this Section of the effect of any increase in the amount of capital required to be maintained by any such Syndication Party and of the amount of compensation owed to any such Syndication Party under this Section shall be conclusive absent manifest error, provided that such determinations are made on a reasonable basis.

14.14 REPLACEMENT NOTES. Upon receipt by Borrower of evidence satisfactory to it of: (a) the loss, theft, destruction or mutilation of any Note, and (in case of loss,

theft or destruction) of the agreement of the Syndication Party to which the Note was payable to indemnify Borrower, and upon surrender and cancellation of such Note, if mutilated; or (b) the assignment by any Syndication Party of its interest hereunder and the Note relating thereto, or any portion thereof, pursuant to this Credit Agreement, then Borrower will pay any unpaid principal and interest (and Funding Losses, if applicable) then or previously due and payable on such Note and will (upon delivery of such Note for cancellation, unless covered by subparagraph (a) of this Section) deliver in lieu of such Note a new Note or, in the case of an assignment of a portion of any such Syndication Party's Interest, new Notes, for any remaining balance.

14.15 PATRONAGE PAYMENTS. Borrower acknowledges and agrees that: (a) only that portion of the Term Loan represented by CoBank's Individual Pro Rata Share which is retained by CoBank for its own account is entitled to patronage distributions in accordance with CoBank's bylaws and its practices and procedures related to patronage distribution; (b) any patronage, or similar, payments to which Borrower is entitled on account its ownership of Bank Equity Interests or otherwise will not be based on any portion of CoBank's interest in the Term Loan in which CoBank has at any time granted a participation interest; and (c) St. Paul Bank may, at its sole discretion, pay Borrower patronage or similar payments on St. Paul Bank's entire Individual Pro Rata Share (without regard to the amount thereof as to which St. Paul Bank may grant participations to other Persons) in accordance with St. Paul Bank's bylaws and its practices and procedures related to patronage distribution.

14.16 MUTUAL RELEASE. Upon full indefeasible payment and satisfaction of the Bank Debt and Notes and the other obligations contained in this Credit Agreement, the parties, including Borrower, the Administrative Agent, and each Syndication Party shall, except as provided in Article 11 hereof, thereupon automatically each be fully, finally, and forever released and discharged from any further claim, liability, or obligation in connection with the Bank Debt.

14.17 LIBERAL CONSTRUCTION. This Credit Agreement constitutes a fully negotiated agreement between commercially sophisticated parties, each assisted by legal counsel, and shall not be construed and interpreted for or against any party hereto.

14.18 COUNTERPARTS. This Credit Agreement may be executed by the parties hereto in separate counterparts, each of which, when so executed and delivered, shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all of the parties hereto.

14.19 CONFIDENTIALITY. Each Syndication Party shall maintain the confidential nature of, and shall not use or disclose, any of Borrower's financial information, confidential information or trade secrets without first obtaining Borrower's written consent. Nothing in this Section shall require any Syndication Party to obtain such consent after there is an Event of Default. The obligations of the Syndication Parties

shall in no event apply to: (a) providing information about Borrower to any financial institution contemplated in Sections 13.6, 13.14, and 13.19 hereof, or to such Syndication Party's parent holding company or any of such Syndication Party's affiliates; (b) any situation in which any Syndication Party is required by Law or required by any Governmental Authority to disclose information; (c) providing information to counsel to any Syndication Party in connection with the transactions contemplated by the Loan Documents; (d) providing information to independent auditors retained by the such Syndication Party; (e) any information that is in or becomes part of the public domain otherwise than through a wrongful act of such Syndication Party or any of its employees or agents thereof; (f) any information that is in the possession of any Syndication Party prior to receipt thereof from Borrower or any other Person known to such Syndication Party to be acting on behalf of Borrower; (g) any information that is independently developed by any Syndication Party; and (h) any information that is disclosed to any Syndication Party by a third party that has no obligation of confidentiality with respect to the information disclosed. A Syndication Party's confidentiality requirements continue after it is no longer a Syndication Party under this Credit Agreement.

[Signature Pages Begin on Page 54]

IN WITNESS WHEREOF, the parties have executed this Credit Agreement as of the date first above written.

BORROWER:

CENEX HARVEST STATES
COOPERATIVES, a cooperative corporation
formed under the laws of the State of
Minnesota

By: /s/ T. F. Baker
    ----------------------------------------
Name: T. F. Baker
Title: Executive Vice President Finance and
Administration

ADMINISTRATIVE AGENT:

ST. PAUL BANK FOR COOPERATIVES

By: /s/ Jeff Swanhorst
    ----------------------------------------
Name: Jeff Swanhorst
Title: Associate Vice President

SYNDICATION PARTIES:

COBANK, ACB

By: /s/ Greg Somerhalder
    ----------------------------------------
Name: Greg Somerhalder
Title: Vice President

Contact Name: Greg Somerhalder
Title: Vice President
Address: 245 North Waco
         Wichita, KS 67202
Phone No.: 316/290-2052
Fax No.: 316/290-2006
Payment Instructions:
         CoBank, ACB
         ABA No.: 307088754
         Acct. Name: CoBank, ACB
         Account No.: 22274433
         Attn:  Marshall Allen
         Reference: Cenex Harvest States

SYNDICATION PARTIES:

ST. PAUL BANK FOR COOPERATIVES

By: /s/ Jeff Swanhorst
    ----------------------------------------
Name: Jeff Swanhorst
Title: Associate Vice President

Contact Name: Jeff Swanhorst
Title: Associate Vice President
Address: 375 Jackson Street
         St. Paul, MN 55101-1849
Phone No.: 612/282-8205
Fax No.: 612/282-8249
Payment Instructions:
         St. Paul Bank for Cooperatives
         ABA No.: 296090471
         Acct. Name: Cenex Harvest States
         Account No.: 271998
         Reference:

EXHIBIT 2.4
to Credit Agreement
(Term Loan)

PROMISSORY NOTE

$__________.00 Effective Date: _____ __, 199_

FOR VALUE RECEIVED, CENEX HARVEST STATES COOPERATIVES, a Minnesota cooperative corporation ("Maker"), promises to pay to the order of _______________ ("Payee") at the office of the Administrative Agent (as defined in the Credit Agreement), %St. Paul Bank for Cooperatives at 375 Jackson Street, St. Paul, Minnesota 55101-1849, or such other place as the Administrative Agent shall direct in writing, the principal sum of ______________ Dollars ($__________.00) or, if less, the amount outstanding under this Note for Advances made pursuant to the Credit Agreement dated as of June 1, 1998, by and between St. Paul Bank (for its own benefit as a Syndication Party, and as the Administrative Agent for the benefit of the present and future Syndication Parties as named or defined therein) and Maker (as it may be amended from time to time in the future, the "Credit Agreement") and any Bank Debt related thereto. This Note is issued and delivered to Payee pursuant to the Credit Agreement. All capitalized terms used in this Note and not otherwise defined herein shall have the same meanings as set forth in the Credit Agreement.

The unpaid balance of this Note from time to time outstanding shall bear interest as set forth in the Credit Agreement. Interest shall be payable as provided in the Credit Agreement. Principal shall be payable on the Maturity Date as provided in the Credit Agreement. This Note has been issued by Maker to Payee pursuant to the Credit Agreement and reference is made thereto for specific terms and conditions under which this Note is made and to which this Note is subject.

This Note is subject to voluntary and mandatory prepayments as set forth in the Credit Agreement. Amounts repaid may not be reborrowed. Upon the occurrence of an Event of Default, Maker agrees that the Administrative Agent and the Payee shall have all rights and remedies set forth in the Credit Agreement, including without limitation the rights of acceleration set forth in the Credit Agreement. In addition, the Administrative Agent and the Payee shall have the right to recover all costs of collection and enforcement of this Note as provided in the Credit Agreement.

Maker and any endorser, guarantor, surety or assignor hereby waives presentment for payment, demand, protest, notice of protest, and notice of dishonor and nonpayment of this Note, and all defenses on the ground of delay, suretyship, impairment of collateral, or of extension of time at or after maturity for the payment of this Note.

This Note shall be governed in all respects by the law of the State of Colorado.

Maker:

CENEX HARVEST STATES COOPERATIVES
a Minnesota corporation

By: _____________________________
Name:_____________________________
Title:____________________________

EXHIBIT 10.25

EMPLOYMENT AGREEMENT

THIS AGREEMENT is made effective as of June 1, 1998 by and between John D. Johnson (hereafter "Johnson") and Cenex Harvest States Cooperatives, a Minnesota cooperative corporation (together with all affiliates, the "Company").

1. The Employment Clause

The Company hereby agrees to and does hereby employ Johnson as President and General Manager, and Johnson hereby agrees to continue in the employ of the Company as President and General Manager, for the period set forth in Paragraph 2 below (the period of employment) upon the other terms and conditions set forth in this Agreement. Upon the expiration or termination for any reason of service by Noel Estenson as CEO of the Company (which shall occur not later than December 31, 2000), Johnson shall automatically assume the position of CEO of the Company.

2. Period of Employment; Termination of Agreement

(a) The period of employment shall commence on the date of this Agreement and, subject only to the provisions of Paragraphs 6(b) and 6(c) below, relating, respectively, to death and disability, shall continue for a rolling three (3) year period, provided that Johnson's employment may be terminated by either party on at least thirty (30) days written notice, subject to the rights and obligations of the parties set forth herein.

(b) Either party may terminate this Agreement and all of the rights and obligations of the parties hereunder, upon at least three (3) years' prior written notice to the other party.

3. The Performance Clause

Throughout the period of employment, Johnson agrees to devote his full time and attention during normal business hours to the business of the Company, except for earned vacations and except for illness or incapacity.

4. The Compensation Clause

(a) For all services to be rendered by Johnson in any capacity during the period of employment, Johnson shall be paid as annual compensation a base or fixed salary of at least $500,000. The Board will annually review Johnson's annual compensation and determine what is appropriate for a cost of living, merit increase, and/or increase in responsibilities or duties in connection with a business combination involving the Company.

(b) Johnson shall be entitled to receive incentive compensation based on or comparable to the terms of the Executive Compensation Plan in effect for CENEX, Inc.

immediately prior to the merger of CENEX, Inc. with and into Harvest States Cooperatives.

(d) During the term of his employment hereunder, Johnson shall be entitled to those employee benefits separately made available to him from time to time by the Board of Directors in its discretion.

(e) The Company shall bear such ordinary and necessary business expenses incurred by Johnson in performing his duties hereunder as the Company determines from time to time, provided that Johnson accounts promptly for such expenses to the Company in the manner prescribed from time to time by the Company.

5. Termination with Severance Allowance

(a) Conditions for Severance Allowance and Amount. In the event of termination of the employment of Johnson by the Company during the period of employment for any reason other than for cause, as defined in (b) below, death or disability, the Company shall pay Johnson a severance allowance by continuing Johnson's base or fixed salary for three (3) years, plus continuing his family health insurance for at least one (1) year. Said severance allowance shall be in lieu of all other severance payable to Johnson under Company severance policies. Said severance shall be paid in semi-monthly installments, subject to normal withholding taxes. Failure of the Board of Directors to appoint Johnson CEO of the Company following termination or expiration of service by Noel Estenson as CEO of the Company (not later than December 31, 2000) shall be deemed to constitute an event of termination without cause and entitle Johnson to receive the severance allowance provided in this Agreement.

(b) Definition of "For Cause". For the purpose of this Agreement, termination of Johnson's employment shall be deemed to have been for cause (and in which case the Company shall have no obligation to Johnson whatsoever) only:

(i) if termination of Johnson's employment shall have been the result of an act or acts of fraud, theft or embezzlement on the part of Johnson which, if convicted, would constitute a felony and which results or which is intended to result directly or indirectly in gain or personal enrichment of Johnson at the expense of the Company; or

(ii) if termination of Johnson's employment results from Johnson's willful and material misconduct, including willful and material failure to perform his duties, and Johnson has been given written notice by the Board of Directors with respect to such and Johnson does not cure within a reasonable time; or

(iii) if there has been a breach by Johnson during the period of employment of the provisions of Paragraph 3 above, relating to the time to be devoted to the affairs of the Company, and with respect to any alleged breach of Paragraph 3 hereof, Johnson shall have substantially failed to remedy such alleged breach within thirty days from Johnson's receipt of notice from the Board of Directors.

(c) Request and Release. In order to obtain the severance allowance provided for in this Agreement, Johnson must submit a request for severance and must sign a complete release of all claims. The Company shall have no obligation to pay any severance allowance unless and until Johnson shall have submitted the request for severance and signed a full and complete release of all claims, to be drafted by Legal Counsel for the Company.

6. Termination without Severance Allowance

(a) Voluntary Termination by Johnson. In the event of voluntary termination by Johnson, the Company shall not owe Johnson any severance allowance and Johnson shall not, for a period of three (3) years from the date of termination, directly or indirectly participate anywhere in the continental United States in any activities which are in competition or conflict with the activities of the Company or any Company subsidiary or affiliate, including, but not limited to, managing, consulting, operating, controlling, owning or having an ownership interest in, being employed by, or being connected with the management, operation or control of, any business which is of the same or similar type of business in which the Company or any Company subsidiary or affiliate presently engage, or hereafter engage during the term of this Agreement, or which competes with, or reasonably could be expected to compete with, the Company or any Company subsidiary or affiliate. Notwithstanding any provision herein, Johnson shall be entitled to receive, to the date of termination, base or fixed compensation plus a prorated amount of Executive Compensation.

(b) Death. In the event of Johnson's death during the period of employment, the legal representative of Johnson shall be entitled to the base or fixed salary provided for in Paragraph 4(a) above for the month in which death shall have occurred, at the rate being paid at the time of death, and the period of employment shall be deemed to have ended as of the close of business on the last day of the month in which death shall have occurred but without prejudice to any benefits, such as life insurance, otherwise due in respect of Johnson's death.

(c) Disability.

(i) In the event of Johnson's disability during the period of employment, Johnson shall be entitled to an amount equal to the base or fixed salary provided for in

Paragraph 4(a) above, at the rate being paid at the time of the commencement of disability, for the period of such disability but not in excess of twelve
(12) months from the beginning of the period that establishes such disability, as described in Paragraph 6(c)(iii) below.

(ii) The amount of any payments due under Paragraph 6(c)(i) shall be reduced by any payments to which Johnson may be entitled for the same period because of disability under any disability or pension plan of Harvest States or of any division, subsidiary, or affiliate thereof, or as the result of workers' compensation or nonoccupational disability payments received from any government entity.

(iii) The term "Disability" as used in this Agreement, shall mean an illness or accident occurring during the period of employment which prevents Johnson from performing the essential functions of his job under this Agreement, with reasonable accommodations (as defined by federal and Minnesota disability laws), for a period of six consecutive months. The period of employment shall be deemed to have ended as of the close of business on the last day of such six-month period but without prejudice to any payments due Johnson from any disability policy or disability insurance.

7. Successor in Interest

This Agreement and the rights and obligations hereunder shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, and shall also bind and inure to the benefit of any successor of the Company by merger or consolidation or any purchaser or assignee of all or substantially all of its assets, but, except to any such successor, purchaser, or assignee of the Company, neither this Agreement nor any rights or benefits hereunder may be assigned by either party hereto.

8. Construction

Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement.

9. Governing Laws

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Minnesota.

10. Notices

Any notice required or permitted to be given under this Agreement shall be sufficient if in writing, sent by Certified Mail, Return Receipt Requested:

         If to Johnson:       John D. Johnson
                              51 Dellwood Cove
                              Dellwood, MN 55110

         If to the Company:   Chairman of the Board of Directors
                              Cenex Harvest States Cooperatives
                              5500 CENEX Drive
                              Inver Grove Heights, MN 55077

         With a copy to:      Legal Department
                              Cenex Harvest States Cooperatives
                              5500 CENEX Drive
                              Inver Grove Heights, MN 55077

11.      Entire Agreement

This Agreement shall constitute the entire agreement between the parties, superseding all prior agreements, and may not be modified or amended and no waiver shall be effective unless by written document signed by the Chairman of the Board and Johnson.

IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date set forth above.

CENEX HARVEST STATES COOPERATIVES

/s/ John D. Johnson                      By: /s/ Elroy Webster
------------------------------------         -----------------------------------
John D. Johnson                              Elroy Webster
                                             Office of the Chair



                                         By: /s/ Gerald Kuster
                                             -----------------------------------
                                             Gerald Kuster
                                             Office of the Chair

EXHIBIT 10.26

EMPLOYMENT AGREEMENT

This Agreement is made effective as of June 1, 1998, between Cenex Harvest States Cooperatives, a Minnesota cooperative corporation (together with all affiliates and predecessor companies, the "Company") and Noel Estenson ("Employee").

RECITALS

The Company desires to employ Employee and Employee desires to accept employment by the Company.

NOW, THEREFORE, it is agreed as follows:

1. Employment. The Company hereby employs Employee and Employee hereby accepts employment with the Company, subject to the terms and conditions hereinafter provided.

2. Term. The employment of Employee hereunder will be for the period commencing on the effective date of this Agreement and ending on December 31, 2000 (the "Employment Period"); provided, however, that either party may terminate the employment relationship and the Employment Period prior to the expiration of such Employment Period as hereinafter provided.

3. Position, Duties, Responsibilities. Employee shall be employed as the Chief Executive Officer of the Company. Employee shall exercise such authority and perform such duties and services, consistent with such position, as may be assigned to him from time to time by the Board of Directors of the Company (the "Board").

4. Devotion of Time and Best Efforts. Except for vacations and absences due to temporary illness, Employee shall devote his full time, best efforts and undivided attention and energies during the Employment Period to the performance of his duties and to advance the Company's interests, as determined by the Board. During the Employment Period, Employee shall not, without the prior approval of the Company (with the approval of a majority of the Board) be engaged in any other business activity which, in the reasonable judgment of the Company, conflicts with the duties of Employee hereunder, whether or not such business activity is pursued for gain, profit or other pecuniary advantage; but this shall not be construed as preventing Employee from investing his assets in such form or manner as will not require the performance of services of Employee in the operations of the affairs of the enterprises or companies in which such investments are made and will not create a conflict of interest for Employee.

5. Compensation.

a. Base Salary. During the Employment Period, the Company shall pay to Employee an initial "Base Salary" at the rate of Five Hundred Thousand Dollars ($500,000) per year, commencing on the effective date of this Agreement, payable in accordance with the Company's regular payroll practices and policies which are in effect from time to time. The Board shall annually review the amount of Base Salary and shall increase the amount of Base Salary for each year at a rate of not less than four percent (4%) per annum. Any such upward adjustment shall not require a written amendment to this Agreement and shall not affect any other provisions of this Agreement, which shall remain in effect unless changed by a written amendment to this Agreement or terminated by either party as provided herein.

b. Incentive Compensation. During the Employment Period, Employee shall be entitled to receive incentive compensation, payable within the current customary time frame, which is at least equal to amounts payable pursuant to the terms of the Executive Compensation Plan currently in effect for the Company. In calculating the amount of incentive compensation under the Executive Compensation Plan, it shall be assumed that the Company has met the projected earnings in the Cenex Long Range Business Plan in effect on January 1, 1998. The "cap" currently in effect for Employee shall remain at the current 50th percentile of the appropriate industry comparables but following the effective date of any merger or consolidation with Harvest States Cooperatives, the standard for measurement shall be changed from the current model to that comparable to the 50th percentile of an entity consistent with the size of the combined new company.

6. Benefit Plans.

a. General. During the Employment Period, Employee shall be eligible to participate in all executive compensation and employee benefit plans or programs generally applicable to senior management employees of the Company pursuant to the terms and conditions of such plans and programs. Nothing contained in this Agreement shall preclude the Company from terminating or amending any such plan or program.

b. Qualified Plans. Employee shall be entitled to Company contributions and benefits with respect to Base Salary under the Company's thrift and pension plans determined in the same manner as for other participants in those plans, subject to any contribution or benefit limitations. However, if such plans as in effect on the date of execution of this Agreement are modified in a manner which will reduce future contributions or benefits under those plans for the Employee, then, as a means to make up for those reductions, the Company shall establish a new nonqualified plan or amend an existing nonqualified plan which shall provide for any lost contributions with earnings at the actual rate of earnings under the Employee's accounts in the Company's thrift plan and shall provide for any lost benefits under the Company's pension plan.

c. Nonqualified Plans.

(1) CENEX, Inc. Executive Compensation Plan-Deferred Provision. Payments will be continued under this plan's terms with respect to the five year period ending on September 30,1995. Payments will also be made under plan terms with respect to the five year period ending on September 30, 2,000 (the same assumptions shall be made for this purpose as are made under Paragraph 5(b) of this Agreement); however, if this plan should be amended or terminated prior to the end of that five year period or completion of payments, the terms of the plan will be maintained with respect to the Employee, unless the Employee agrees to accept the modified provisions of a revised plan or a new plan intended to replace the Deferred Provision.

(2) CENEX, Inc. Supplemental Executive Retirement Plan. Benefits will be payable under this plan to the Employee in accordance with the restatement of the plan effective January 1, 1997; however, if this plan should be amended or terminated prior to the completion of payments under it to the Employee, the terms of the plan will be maintained with respect to the Employee, unless the Employee agrees to accept the modified provisions of a revised plan or a new plan intended to replace that restatement.

(3) CENEX, Inc. Supplemental Thrift Plan. Amounts will be deferred by the Employee and benefits will be payable under this plan to the Employee in accordance with the restatement of the plan effective January 1, 1996; however, if this plan should be amended or terminated prior to the completion of payments under it to the Employee, the terms of the plan will be maintained with respect to the Employee, unless the Employee agrees to accept the modified provisions of a revised plan or a new plan intended to replace that restatement.

d. Flex Time. The amount payable to the Employee upon termination of employment with CENEX, Inc. under its flex time policy or any greater amount then payable to the Employee under a revised or new flex time or related policy shall be payable to the Employee upon such termination of employment.

7. Early Termination.

a. Death. The Employment Period and Employee's employment shall terminate upon Employee's death.

b. Termination by the Company.

(1) Without Cause. The Company, by action of the Board, may terminate the Employment Period and Employee's employment, at any time and for any reason whatsoever, without cause, effective upon delivery of written notice of termination to Employee.

(2) For Cause. The Company, by action of the Board, may terminate the Employment Period and Employee's employment at any time for Cause, effective upon delivery of written notice of termination to employee. If such termination by the Company is asserted to be for Cause, such termination notice shall state the grounds that the Board claims constitute Cause.

As used herein, "Cause" shall mean (a) willful misconduct by Employee which is damaging or detrimental to the business and affairs of the Company, monetarily or otherwise, as determined by the Board in the exercise of its good faith business judgment; (b) a material breach of this Agreement by Employee, (c) chronic alcoholism or any other form of substance addiction on the part of Employee, (d) the commission by Employee of any act involving fraud or dishonesty or moral turpitude, (e) the indictment for, being bound over for trial following a preliminary hearing, or the conviction of Employee of any criminal act in either a state or federal court proceeding, or (f) willful refusal to implement policies promulgated by the Board.

(3) Disability. The Company, by action of the Board, may terminate the Employment Period and Employee's employment if Employee sustains a disability which is serious enough that Employee is not able to perform the essential functions of Employee's job, with or without reasonable accommodations, as defined and if required by applicable state and federal disability laws. Employee shall be presumed to have such a disability for purpose of this Agreement if Employee qualifies, because of illness or incapacity, to begin receiving disability income insurance payments under the long term disability income insurance policy that Company maintains for the benefit of Employee. If there is no such policy in effect at the date of Employee's potential disability, or if Employee does not qualify for such payments, Employee shall nevertheless be presumed to have such a disability if Employee is substantially incapable of performing Employee's duties for a period of more than twelve (12) weeks.

c. Termination by Employee.

(1) Voluntary Resignation. Employee may terminate the Employment Period and Employee's employment at any time and for any reason whatsoever, effective upon delivery of written notice of termination to the Company.

(2) Good Reason Resignation. Employee may terminate the Employment Period and Employee's employment at any time for Good Reason, effective upon delivery of written notice of termination to the Company. If such termination by Employee is asserted to be for "Good Reason", such termination notice shall state the grounds that the Employee claims constitute Good Reason. As used herein, "Good Reason" shall mean a material breach of this Agreement by the Company.

d. Post-Termination Payments by the Company.

(1) Terminations Without Cause or for Good Reason. If Employee's employment and the Employment Period are terminated by the Company without Cause or by Employee for Good Reason, if Employee signs (and does not rescind, as allowed by law) a Release of Claims in a form satisfactory to the Company which assures, among other things, that Employee will not commence any type of litigation or other claims as a result of the termination, and if Employee honors all of Employee's other obligations as required by this Agreement, the Company will keep Employee on its payroll as an inactive employee (i.e., in some other capacity to assure that Employee remains eligible for employee benefits) until December 31, 2000, and will continue to pay Employee all of the compensation and benefits provided for in Paragraphs 5 and 6 of this Agreement. On December 31, 2000, the Company will terminate the inactive employment status, and Employee will be entitled to apply for COBRA continuation coverage with respect to health insurance. If Employee elects COBRA continuation coverage, then, for a period of 12 months, the Company will pay the same portion of the cost of medical coverage that the Company would have paid on behalf of the Employee if not for the termination of employment. In other words, during calendar year 2001, Employee will be required to pay the same amount that Employee would have had to pay had Employee not terminated employment effective December 31, 2000. Effective January 1, 2002, Employee will be responsible for the payment of the entire COBRA premium. This medical coverage provision is specifically subject to: (a) changes in the cost of coverage and/or the portion of such coverage paid by the Company for similarly situated active employees with respect to whom a termination of employment did not occur; and (b) Employee being covered under the group medical plan pursuant to COBRA. Further, it is understood that this provision is not intended to extend or otherwise impact the availability or duration of COBRA continuation coverage, but only to address who is responsible for the cost of COBRA continuation coverage.

(2) Terminations For Cause, Death, Disability, or Voluntary Resignation. If Employee's employment and the Employment Period are terminated due to Employee's death or disability, by the Employee as a Voluntary Resignation, or by the Company for Cause, Employee (or in the event of his death, his estate) shall be entitled only to his rights (a) to receive the unpaid portion of his Base Salary, prorated to the date of termination, (b) to receive reimbursement for any ordinary and reasonable business expenses for which he shall not theretofore have been reimbursed,
(c) to receive payment for accrued and unused vacation days, (d) to receive his incentive compensation for each full or partial (on a pro rata basis) year during which he was employed, to the extent earned and accrued, pursuant to the terms and conditions of the applicable incentive compensation plan(s), (e) to receive payments under the Company's pension, profit sharing, deferred compensation or other benefit plans in which the Employee has participated, all to the extent and in accordance with the terms of such plans, and (f) to continue certain health insurance at his expense pursuant to COBRA.

8. Other Employee Obligations. Employee agrees that the following provisions will apply throughout Employee's period of active or inactive employment, and will continue to apply even if Employee's employment and the Employment Period of are terminated under Paragraph 7, regardless of the reason for termination:

a. Nondisclosure of Confidential Information. Except to the extent required in furtherance of the Company's business in connection with matters as to which Employee is involved as an employee, Employee will not, during the term of his employment and for an unlimited period thereafter, directly or indirectly: (1) disclose or furnish to, or discuss with, any other person or entity any confidential information concerning the Company or its business or employees, acquired during the period of his employment by the Company; (2) individually or in conjunction with any other person or entity, employ or cause to be employed, any such confidential information in any way whatsoever or (3) without the written consent of the Company, publish or deliver any copies, abstracts or summaries of any papers, documents, lists, plans, specifications or drawings containing any such confidential information.

b. Non-Interference. Employee will not, during the term of his employment and for an unlimited period thereafter, directly or indirectly attempt to encourage, induce or otherwise solicit any employee or other person or entity to breach his, her or its agreement with the Company or otherwise interfere with the advantageous business relationship of the Company with any person or entity. Employee specifically agrees not to solicit, on Employee's own behalf or on behalf of another, any of the Company's employees to resign from their employment with the Company in order to go to work elsewhere. Employee further specifically agrees not to make any disparaging remarks of any sort or otherwise communicate any disparaging remarks about the Company or any of its members, equity holders, directors, officers or employees, directly or indirectly, to any of the Company's employees, members, equity holders, directors, customers, vendors, competitors, or other people or entities with whom the Company has a business or employment relationship.

c. Non-Competition. Employee agrees that during the term of his active or inactive employment and thereafter for a period of two (2) years, Employee will not directly or indirectly engage in or carry on a business that is in competition with any business of the Company. Further, Employee agrees that during this same period of time he will not act as an agent, representative, consultant, officer, director, independent contractor or employee of any entity or enterprise that is in competition with any business of the Company.

d. Cooperation in Claims. During the term of his employment and for an unlimited period thereafter, at the request of the Company, Employee will cooperate with the Company with respect to any claims or lawsuits by or against the Company where Employee has knowledge of the facts involved in such claims or lawsuits. Further, Employee will decline to voluntarily aid, assist or cooperate with any party who has claims or lawsuits against the Company, or with their attorneys

or agents. The Company and Employee both acknowledge, however, that nothing in this paragraph shall prevent Employee from honestly testifying at an administrative hearing, arbitration, deposition or in court, in response to a lawful and properly served subpoena in a proceeding involving the Company.

e. Remedies. The parties recognize and agree that, because any breach by Employee of the provisions of this Paragraph 8 would result in damages difficult to ascertain, the Company shall be entitled to injunctive and other equitable relief to prevent a breach or threatened breach of the provisions of this Paragraph 8. Accordingly, the parties specifically agree that the Company shall be entitled to temporary and permanent injunctive relief to enforce the provisions of this Paragraph 8, that such relief may be granted without the necessity of proving actual damages, and that such relief shall be in addition to, and not in lieu of, any right to recover money damages for any such breach.

f. Enforceability. Employee agrees that considering Employee's relationship with the Company, and given the terms of this Agreement, the restrictions and remedies set forth in Paragraph 8 are reasonable. Notwithstanding the foregoing, if any of the covenants set forth above shall be held to be invalid or unenforceable, the remaining parts thereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable parts have not been included therein. In the event the provisions relating to time periods and/or areas of restriction shall be declared by a court of competent jurisdiction to exceed the maximum time periods or areas of restriction permitted by law, then such time periods and areas of restriction shall be amended to become and shall thereafter be the maximum periods and/or areas of restriction which said court deems reasonable and enforceable. Employee also agrees that the Company's action in not enforcing a particular breach of any part of Paragraph 8 will not prevent the Company from enforcing any other breaches that the Company discovers, and shall not operate as a waiver by the Company against any future enforcement of a breach.

9. Notices. Notices hereunder shall be in writing and shall be delivered personally or sent return receipt requested and postage prepaid, addressed as follows:

If to Employee:

Noel Estenson
c/o Cenex Harvest States Cooperatives 5500 CENEX Drive
Inver Grove Heights, MN 55077

If to the Company:

Chairman of the Board
Cenex Harvest States Cooperatives
5500 CENEX Drive
Inver Grove Heights, MN 55077

10. Assignment. This Agreement is personal in its nature and the parties hereto shall not, without the consent of the other, assign or transfer this Agreement or any rights or obligations hereunder; provided, however, that the provisions hereof shall inure to the benefit of, and be binding upon each successor in a change of control of the Company, whether by merger, consolidation, transfer of all or substantially all assets, sale or otherwise (and such successor shall thereafter be deemed the "Company" for purposes of this Agreement).

11. Binding Agreement. The provisions of this Agreement shall be binding upon, and shall inure to the benefit of, the respective heirs, legal representatives and successors of the parties hereto.

12. Dispute Resolution. Disputes arising out of or concerning the performance of this Agreement or Employee's employment with the Company shall be resolved in accordance with the procedures set forth in Exhibit A attached hereto and incorporated herein by this reference.

13. Minnesota Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota, unless otherwise pre-empted by federal law.

14. Captions and Section Headings. Captions and paragraph headings used herein are for convenience only and are not a part of this Agreement and shall not be used in construing it.

15. Invalid Provisions. If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, it shall be deemed severable from, and shall in no way affect the validity or enforceability of, the remaining provisions of this Agreement.

16. Waiver of Breach. The failure to enforce at any time any of the provisions of this Agreement, or to require at any time performance by the other party of any of the provisions hereof, shall in no way be construed to be a waiver of such provisions or to affect either the validity of this Agreement or any part hereof or the right of either party thereafter to enforce each and every provision in accordance with the terms of this Agreement.

17. Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings of the parties with respect thereto. No modification or amendment of any of the provisions of this Agreement shall be effective unless in writing specifically

referring hereto and signed by Employee and a member of the Board upon authorization of the Board to do so.

IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date set forth above.

 /s/ Noel Estenson                           CENEX HARVEST STATES
-------------------------------              COOPERATIVES
 Noel Estenson


                                             By  /s/ Elroy Webster
                                                -------------------------------
                                                 Elroy Webster
                                                 Office of the Chair


                                             By  /s/ Gerald Kuster
                                                -------------------------------
                                                 Gerald Kuster
                                                 Office of the Chair