CHS INC (Form: 8-K, Received: 09/22/2004 13:17:01)


5.1. 5.2. 5.3. 5.4. 5.5. 5.6. 5.7. 5.8. 5.9. 5.10. 5.11. 5.12. 5.13. 5.14. 5.15. 5.16. 5.17. 5.18. 5.19. 5.20. 5.21. 5.22.		Organization; Power and Authority. Authorization, etc. Disclosure. Organization and Ownership of Shares of Subsidiaries; Affiliates. Financial Statements. Compliance with Laws, Other Instruments, etc. Governmental Authorizations, etc. Litigation; Observance of Agreements, Statutes and Orders. Taxes. Title to Property; Leases. Permits and Other Operating Rights. Intellectual Property. Compliance with ERISA. Private Offering by the Company. Use of Proceeds; Margin Regulations. Existing Debt; Future Liens. Foreign Assets Control Regulations, etc. Status under Certain Statutes. Environmental Matters. Solvency. Hostile Tender Offers. Ranking of Notes.

10.4.

Adjusted Consolidated Funded Debt to Consolidated Members’ and Patrons’ Equity.


Schedule A Schedule B	— —	Information Relating To Purchasers Defined Terms

Schedule 4.9 Schedule 5.3	— —	Changes in Corporate Structure Disclosure Materials

Schedule 5.4	—	Subsidiaries of the Company and Ownership of Subsidiary Stock

Schedule 5.5 Schedule 5.6 Schedule 5.12 Schedule 5.15 Schedule 5.16	— — —	Financial Statements Restrictions on Debt — — Existing Debt	Intellectual Property Use of Proceeds

Exhibit 1	—	Form of 5.25% Series H Senior Notes due September 21, 2014

Exhibit 3	—	Form of Pay Proceeds Letter

Exhibit 4.4(a)	—	Form of Opinion of General Counsel for the Company

Exhibit 4.4(b)		—	Form of Opinion of Special Counsel for the Purchasers

CHS Inc., a nonstock agricultural cooperative corporation organized under the laws of the State of Minnesota (the “Company” ), agrees with you as follows:

The Company will authorize the issue and sale of $125,000,000 aggregate principal amount of its 5.25% Series H Senior Notes due September 21, 2014 (the “Notes”, such term to include any such notes issued in substitution therefor pursuant to Section 13 of this Agreement or the Other Agreements (as hereinafter defined)). The Notes shall be substantially in the form set out in Exhibit 1 hereof, with such changes therefrom, if any, as may be approved by you and the Company. Certain capitalized terms used in this Agreement are defined in Schedule B hereto; references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement; and references to a “Section” are, unless otherwise specified, references to a Section of this Agreement.

Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified below your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the “Other Agreements” ) identical with this Agreement with each of the other purchasers named in Schedule A (the “Other Purchasers” ), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amounts specified below its name in Schedule A. Your obligation hereunder and the obligations of the Other Purchasers under the Other Agreements are several and not joint obligations and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance by any Other Purchaser thereunder. This Agreement and the other Agreements shall constitute one single agreement for purposes of New York General Obligations Law section 5-501.

The sale and purchase of the Notes to be purchased by you and the Other Purchasers shall occur at the offices of Bingham McCutchen LLP, One State Street, Hartford, Connecticut 06103, at 10:00 a.m., local time, at a closing (the “Closing” ) on September 21, 2004. At the Closing, the Company will deliver to you the Notes to be purchased by you in the form of a single Note (or such greater number of Notes in denominations of at least $500,000 as you may request), dated the date of the Closing and registered in your name (or in the name of your nominee), as indicated in Schedule A, against delivery by you to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for credit to such account or accounts as shall be specified in a letter on the Company’s letterhead, in substantially the form of Exhibit 3 attached hereto, from the Company to you and each of the Other Purchasers. If, at the Closing, the Company shall fail to tender such Notes to you as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to your satisfaction, you shall, at your election, be relieved of all further obligations under this Agreement, without thereby waiving any rights you may have by reason of such failure or such nonfulfillment.

Your obligation to purchase and pay for the Notes to be sold to you at the Closing is subject to the fulfillment to your satisfaction, prior to or at the Closing, of the following conditions:

The representations and warranties of the Company in this Agreement shall be correct when made and at the time of the Closing.

The Company shall have performed and complied with all agreements and conditions contained in the Financing Documents required to be performed or complied with by the Company prior to or at the Closing and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Schedule 5.15) no Default or Event of Default shall have occurred and be continuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by any of Sections 10.1, 10.3, 10.4, 10.5, 10.6 or 10.7 hereof had such Sections applied since such date.

(a) Officer’s Certificate . The Company shall have delivered to you an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.

(b) Secretary’s Certificate . The Company shall have delivered to you a certificate, signed on its behalf by its Secretary or its Assistant Secretary, and one other officer of the Company, dated the date of the Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes, this Agreement and the Other Agreements.

You shall have received opinions in form and substance satisfactory to you, dated the date of the Closing, from

(a) David A. Kastelic, General Counsel for the Company, substantially in the form set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as you or your counsel may reasonably request (and the Company hereby instructs such counsel to deliver such opinion to you); and

(b) Bingham McCutchen LLP, your special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(b) and covering such other matters incident to such transactions as you may reasonably request.

On the date of the Closing, your purchase of Notes and all other proceedings taken in connection with the transaction contemplated by this Agreement and the other Financing Documents shall (a) be permitted by the laws and regulations of each jurisdiction to which you are subject, without recourse to provisions (such as Section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (b) not violate any applicable law or 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 (c) not subject you to any tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof. If requested by you, you shall have received an Officer’s Certificate certifying as to such matters of fact as you may reasonably specify to enable you to determine whether such purchase is so permitted.

Contemporaneously with the Closing, the Company shall sell to the Other Purchasers and the Other Purchasers shall purchase the Notes to be purchased by them at the Closing as specified in Schedule A.

Without limiting the provisions of Section 15.1, the Company shall have paid on or before the Closing the fees, charges and disbursements of your special counsel referred to in Section 4.4(b) to the extent reflected in a statement of such counsel rendered to the Company at least one (1) Business Day prior to the Closing.

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.

Except as specified in Schedule 4.9, the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.

Mitsubishi Securities (USA), Inc. shall have delivered to the Company, their counsel, you, each Other Purchaser and your special counsel an offeree letter, in form and substance satisfactory to you, confirming the manner of the offering of the Notes by Mitsubishi Securities (USA), Inc.

All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to you and your special counsel, and you and your special counsel shall have received all such counterpart originals or certified or other copies of such documents as you or they may reasonably request.

The Company is a nonstock agricultural cooperative corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement, the Other Agreements and the Notes and to perform the provisions hereof and thereof.

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 Company has taken all necessary corporate action to authorize the execution and delivery of, and the performance of its obligations under, each of the Financing Documents and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except, in each case, as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium 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).

The Company, through its agent, Mitsubishi Securities (USA), Inc. has delivered to you and each Other Purchaser a copy of a Confidential Private Placement Memorandum, dated August 11, 2004 (the “Memorandum” ), relating to the transactions contemplated hereby. The Memorandum fairly describes, in all material respects, the general nature of the business and principal properties of the Company and its Subsidiaries. Except as disclosed in Schedule 5.3, this Agreement, the other Financing Documents, the Memorandum, the documents, certificates or other writings delivered to you by or on behalf of the Company in connection with the transactions contemplated by the Financing Documents and the financial statements listed in Schedule 5.5, taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements herein or therein not misleading in light of the circumstances under which they were made. Except as disclosed in the Memorandum or as expressly described in Schedule 5.3, or in one of the documents, certificates or other writings identified therein, or in the financial statements listed in Schedule 5.5, since August 31, 2003, there has been no change in the financial condition, operations, business, properties or prospects of the Company or any Subsidiary except changes that individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. There is no fact known to the Company that could reasonably be expected to have a Material Adverse Effect that has not been set forth herein or in the Memorandum or in the other documents, certificates and other writings delivered to you by or on behalf of the Company specifically for use in connection with the transactions contemplated hereby.

(a) Schedule 5.4 contains (except as noted therein) complete and correct lists of (i) the Company’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary, (ii) the Company’s Affiliates, other than Subsidiaries, and (iii) the Company’s directors and senior officers.

(b) All of the outstanding shares of capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company or its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4).

(c) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(d) No Subsidiary is a party to, or otherwise subject to any legal restriction or any agreement (other than the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of capital stock or similar equity interests of such Subsidiary.

The Company has delivered to you and each Other Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments).

The execution, delivery and performance by the Company of this Agreement and the Notes will not (a) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Company or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, or any other agreement or instrument to which the Company or any Subsidiary is bound or by which the Company or any Subsidiary or any of their respective properties may be bound or affected, (b) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Company or any Subsidiary or (c) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company or any Subsidiary. The Company is not a party to any contract or agreement or subject to any charter or other corporate restrictions which materially and adversely affects its business, property, assets, financial condition or results of operations, and the Company is not a party to, or otherwise subject to any provision contained in, any instrument evidencing Debt of the Company, 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 5.6 attached hereto (as such Schedule 5.6 may have been modified from time to time by written supplements thereto delivered by the Company and accepted in writing by the Required Holders). The provisions of this Agreement and the Notes do not contravene any agreement listed in Schedule 5.6.

No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Company of this Agreement or the Notes.

(a) There are no actions, suits, investigations or proceedings pending or, to the knowledge of the Company or any of its Subsidiaries, threatened against or affecting the Company or any Subsidiary or any properties or rights of the Company or any Subsidiary in any court or before any arbitrator of any kind or before or by any Governmental Authority that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

(b) Neither the Company nor any Subsidiary is in default under any term of any agreement or instrument to which it is a party or by which it is bound, or any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority or is in violation of any applicable law, ordinance, rule or regulation (including, without limitation, Environmental Laws and the USA Patriot Act) of any Governmental Authority, which default or violation, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

The Company and its Subsidiaries have filed all Federal, state and other tax returns that are, to the knowledge of the officers of the Company, required to have been filed in any jurisdiction, and have paid all taxes shown to be due and payable on such returns and all other taxes and assessments levied upon them or their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent, except for any taxes and assessments (a) the amount of which is not individually or in the aggregate Material or (b) the amount, applicability or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which the Company or a Subsidiary, as the case may be, has established adequate reserves in accordance with GAAP. The Company knows of no basis for any other tax or assessment that could reasonably be expected to have a Material Adverse Effect. The charges, accruals and reserves on the books of the Company and its Subsidiaries in respect of Federal, state or other taxes for all fiscal periods are adequate. The Federal income tax liabilities of the Company and its Subsidiaries have been determined by the Internal Revenue Service and paid for all fiscal years up to and including the fiscal year ended August 31, 2000. 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.

Except for defects in title which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, 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 that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

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 all Governmental Authorities having jurisdiction over the Company or any Subsidiary 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 have a Material Adverse Effect, and such certificates of convenience and necessity, franchises, licenses, permits, operating rights and other authorizations from all Governmental Authorities or any of its properties are free from restrictions or conditions which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

(a) the Company and its Subsidiaries own or possess all patents, copyrights, service marks, trademarks and trade names, or rights thereto, that individually or in the aggregate are Material, without known conflict with the rights of others;

(b) to the best knowledge of the Company, no product or practice of the Company or any Subsidiary infringes in any material respect any patent, copyright, service mark, trademark, trade name or other right owned by any other Person; and

(c) to the best knowledge of the Company, there is no Material violation by any Person of any right of the Company or any of its Subsidiaries with respect to any patent, copyright, service mark, trademark, trade name or other right owned or used by the Company or any of its Subsidiaries.

(a) The Company and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws except for such instances of noncompliance as have not resulted in and could not reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA (aside from ordinary claims for benefits under the Plans) or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in Section 3 of ERISA), and no event, transaction or condition has occurred or exists that could reasonably be expected to result in the incurrence of any such liability by the Company or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions or to Section 401(a)(29) or 412 of the Code, other than such liabilities or Liens as would not be individually or in the aggregate Material.

(b) The present value of the aggregate benefit liabilities under each of the Plans (other than Multiemployer Plans), determined as of the end of such Plan’s most recently ended plan year on the basis of the actuarial assumptions specified for funding purposes in such Plan’s most recent actuarial valuation report, did not exceed the aggregate current value of the assets of such Plan allocable to such benefit liabilities by more than $15,000,000 for any single Plan or by more than $20,000,000, in the aggregate, for all such Plans. The term “benefit liabilities” has the meaning specified in section 4001 of ERISA and the terms “current value” and “present value” have the meaning specified in section 3 of ERISA.

(c) The Company and its ERISA Affiliates have not incurred withdrawal liabilities (and are not subject to contingent withdrawal liabilities) under section 4201 or 4204 of ERISA in respect of Multiemployer Plans that individually or in the aggregate are Material.

(d) The expected postretirement benefit obligation (determined as of the last day of the Company’s most recently ended fiscal year in accordance with Financial Accounting Standards Board Statement No. 106, without regard to liabilities attributable to continuation coverage mandated by section 4980B of the Code) of the Company and its Subsidiaries is not Material.

(e) The execution and delivery of the Financing Documents and the issuance and sale of the Notes hereunder will not involve any transaction that is subject to the prohibitions of section 406 of ERISA or in connection with which a tax could be imposed pursuant to section 4975(c)(1)(A)-(D) of the Code. The representation by the Company in the first sentence of this Section 5.13(e) is made in reliance upon and subject to the accuracy of your representation in Section 6.2 as to the sources of the funds used to pay the purchase price of the Notes to be purchased by you.

Neither the Company nor anyone acting on its behalf has, directly or indirectly, offered the Notes or any similar securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than you, the Other Purchasers and not more than 15 other Institutional Investors, each of which has been offered the Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Notes to the registration requirements of Section 5 of the Securities Act or to the provisions of any securities or “blue sky” laws of any applicable jurisdiction.

(a) Use of Proceeds . The Company will apply the proceeds of the sale of the Notes as set forth in Schedule 5.15.

(b) Margin Regulations . None of the Company or any of its Subsidiaries 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 of the United States (herein called “ margin stock ”) under such circumstances as to involve either the Company or any Subsidiary in a violation of said Regulation U. No part of the proceeds from the sale of the Notes hereunder 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. The Company is not engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying margin stock. 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 of the United States or to violate the Exchange Act, in each case as in effect now or as the same may hereafter be in effect.

(a) Except as described therein, Schedule 5.16 sets forth a complete and correct list of all outstanding Debt of the Company and its Subsidiaries in excess of $10,000,000 or having commitments in excess thereof as of the date of the Closing. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Debt of the Company or such Subsidiary and no event or condition exists with respect to any Debt of the Company or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Debt to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

(b) The aggregate amount of all outstanding Debt of the Company and its Subsidiaries not set forth on Schedule 5.16 does not exceed $5,000,000.

(c) Except as disclosed in Schedule 5.16, neither the Company nor any Subsidiary has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.6.

(a) Neither the sale of the Notes by the Company hereunder nor its use of the proceeds thereof will violate the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto.

(b) Neither the Company nor any of its Subsidiaries has violated, nor will any of them violate, the provisions of United States Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (Exec. Order No. 13224, 66 Fed. Reg. 49079 (2001)).

Neither the Company nor any Subsidiary is subject to regulation under the Investment Company Act of 1940, as amended, the Public Utility Holding Company Act of 1935, as amended, the ICC Termination Act of 1995, as amended, or the Federal Power Act, as amended.

Neither the Company nor any Subsidiary has knowledge of any claim or has received any notice of any claim, and no proceeding has been instituted raising any claim against the Company or any of its Subsidiaries or any of their respective real properties now or formerly owned, leased or operated by any of them or other assets, alleging any damage to the environment or violation of any Environmental Laws, except, in each case, such as could not reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed to you in writing,

(a) neither the Company nor any Subsidiary has knowledge of any facts which would give rise to any claim, public or private, of violation of Environmental Laws or damage to the environment emanating from, occurring on or in any way related to real properties now or formerly owned, leased or operated by any of them or to other assets or their use, except, in each case, such as could not reasonably be expected to result in a Material Adverse Effect;

(b) neither the Company nor any of its Subsidiaries has stored any Hazardous Materials on real properties now or formerly owned, leased or operated by any of them and has not disposed of any Hazardous Materials in a manner contrary to any Environmental Laws in each case in any manner that could reasonably be expected to result in a Material Adverse Effect; and

(c) all buildings on all real properties now owned, leased or operated by the Company or any of its Subsidiaries are in compliance with applicable Environmental Laws, except where failure to comply could not reasonably be expected to result in a Material Adverse Effect.

The Company, after giving effect to the transactions contemplated by the Financing Documents, will not be engaged in any business or transaction, or about to engage in any business or transaction, for which the Company has unreasonably small assets or capital (within the meaning of the Uniform Fraudulent Transfer Act, the Uniform Fraudulent Conveyance Act and Section 548 of Title 11 of the United States Code), and the Company does not have any intent to hinder, delay or defraud any Person to which it is, or will become, on or after the date of Closing, indebted to or to incur debts that would be beyond its ability to pay as they mature.

None of the proceeds of the sale of any Notes will be used to finance a Hostile Tender Offer.

The Company’s obligations under the Notes and this Agreement will, upon issuance of the Notes, rank at least pari passu , without preference or priority, with all of its other outstanding unsecured and unsubordinated obligations, except for those obligations that are, or are liable to be, mandatorily preferred by law.

You represent that you are purchasing the Notes for your own account or for one or more separate accounts maintained by you or for the account of one or more pension or trust funds and not with a view to the distribution thereof, provided that the disposition of your or their property shall at all times be within your or their control. You understand that the Notes have not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Company is not required to register the Notes.

You represent that at least one of the following statements is an accurate representation as to each source of funds (a “ Source ”) to be used by you to pay the purchase price of the Notes to be purchased by you hereunder:

(a) the Source is an “insurance company general account” (as the term is defined in the United States Department of Labor’s Prohibited Transaction Exemption (“ PTE ”) 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the National Association of Insurance Commissioners (the “ NAIC Annual Statement ”)) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the reserves and liabilities for the general account contract(s) held by or on behalf of any other employee benefit plans maintained by the same employer (or affiliate thereof as defined in PTE 95-60) or by the same employee organization in the general account do not exceed 10% of the total reserves and liabilities of the general account (exclusive of separate account liabilities) plus surplus as set forth in the NAIC Annual Statement filed with your state of domicile; or

(b) the Source is a separate account that is maintained solely in connection with your fixed contractual obligations under which the amounts payable, or credited, to any employee benefit plan (or its related trust) that has any interest in such separate account (or to any participant or beneficiary of such plan (including any annuitant)) are not affected in any manner by the investment performance of the separate account; or

(c) the Source is either (i) an insurance company pooled separate account, within the meaning of PTE 90-1 or (ii) a bank collective investment fund, within the meaning of the PTE 91-38 and, except as disclosed by you to the Company in writing pursuant to this clause (c), 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

(d) the Source constitutes assets of an “investment fund” (within the meaning of Part V of PTE 84-14 (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 clause (d); or

(e) the Source constitutes assets of a “plan(s)” (within the meaning of Section IV of PTE 96-23 (the “ INHAM Exemption ”)) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV of the INHAM Exemption), the conditions of Part I(a), (g) and (h) of the INHAM Exemption are satisfied, neither the INHAM nor a person controlling or controlled by the INHAM (applying the definition of “control” in Section IV(h) of the INHAM Exemption) owns a 5% or more interest in the Company and (i) the identity of such INHAM and (ii) the name(s) of the employee benefit plan(s) whose assets constitute the Source have been disclosed to the Company in writing pursuant to this clause (e); or

(g) 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 clause (g); or

(h) 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” and “separate account” shall have the respective meanings assigned to such terms in Section 3 of ERISA.

The Company shall deliver to each holder of Notes that is an Institutional Investor:

(a) Quarterly Statements — within 45 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,

(i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and

(ii) consolidated statements of income, changes in members’ equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter,

setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company’s Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a);

(b) Annual Statements — within 90 days after the end of each fiscal year of the Company, duplicate copies of,

(i) consolidated and consolidating balance sheets of the Company and its Subsidiaries, as at the end of such year, and

(ii) consolidated and consolidating statements of income and cash flows and a consolidated statement of members’ equity of the Company and its Subsidiaries, for such year,

setting forth in each case, in comparative form, the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by,

(A) an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and

(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default arising under Section 10.2 insofar as such Default or Event of Default relates to Section 10.2(b)(iii)(B), Sections 10.3 through 10.5 and Section 10.7(b), and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any such Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit);

provided that the delivery within the time period specified above of the Company’s Annual Report on Form 10-K for such fiscal year (together with the Company’s annual report to members, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountant’s certificate described in clause (B) above, shall be deemed to satisfy the requirements of this Section 7.1(b).

(c) SEC and Other Reports — promptly upon their becoming available, one copy of (i) each financial statement, report, notice or proxy statement sent by the Company or any Subsidiary to public securities holders generally, and (ii) each regular or periodic report, each registration statement (without exhibits except as expressly requested by such holder), and each prospectus and all amendments thereto filed by the Company or any Subsidiary with the Securities and Exchange Commission and of all press releases and other statements made available generally by the Company or any Subsidiary to the public concerning developments that are Material;

(d) Notice of Default or Event of Default — promptly, and in any event within five days after a Responsible Officer becoming aware of the existence of any Default or Event of Default or that any Person has given any notice or taken any action with respect to a claimed default hereunder or that any Person has given any notice or taken any action with respect to a claimed default of the type referred to in Section 11(f), a written notice specifying the nature and period of existence thereof and what action the Company is taking or proposes to take with respect thereto;

(e) ERISA Matters — promptly, and in any event within five days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto:

(i) with respect to any Plan, any reportable event, as defined in section 4043(b) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or

(ii) the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or

(iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect;

(f) Notices from Governmental Authority — promptly, and in any event within 30 days of receipt thereof, copies of any notice to the Company or any Subsidiary from any Governmental Authority relating to any order, ruling, statute or other law or regulation that could reasonably be expected to have a Material Adverse Effect; and

(g) Requested Information — with reasonable promptness, such other data and information relating to the business, operations, affairs, financial condition, assets or properties of the Company or any of its Subsidiaries or relating to the ability of the Company to perform its obligations hereunder and under the Financing Documents as from time to time may be reasonably requested by any such holder of Notes; and

(h) Information Required by Rule 144A – with reasonable promptness, upon the request of any 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 and in compliance with the reporting requirements of section 13 or 15(d) of the Exchange Act.

Each set of financial statements delivered to a holder of Notes pursuant to Section 7.1(a) or Section 7.1(b) hereof shall be accompanied by a certificate of a Senior Financial Officer setting forth:

(a) Covenant Compliance — the information (including detailed calculations) required in order to establish whether the Company was in compliance with the requirements of Sections 10.3 through 10.5 and Section 10.7 hereof, inclusive, during the quarterly or annual period covered by the statements then being furnished (including with respect to each such Section, where applicable, the calculations of the maximum or minimum amount, ratio or percentage, as the case may be, permissible under the terms of such Sections, and the calculation of the amount, ratio or percentage then in existence); and

(b) Event of Default — a statement that such officer has reviewed the relevant terms hereof and has made, or caused to be made, under his or her supervision, a review of the transactions and conditions of the Company and its Subsidiaries from the beginning of the quarterly or annual period covered by the statements then being furnished to the date of the certificate and that such review shall not have disclosed the existence during such period of any condition or event that constitutes a Default or an Event of Default or, if any such condition or event existed or exists (including, without limitation, any such event or condition resulting from the failure of the Company or any Subsidiary to comply with any Environmental Law), specifying the nature and period of existence thereof and what action the Company shall have taken or proposes to take with respect thereto.

The Company shall permit the representatives of each holder of Notes that is an Institutional Investor:

(a) No Default — if no Default or Event of Default then exists, at the expense of such holder and upon reasonable prior notice to the Company, to visit the principal executive office of the Company or any Subsidiary, to discuss the affairs, finances and accounts of the Company and its Subsidiaries with the Company’s officers, and (with the consent of the Company, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; and

(b) Default — if a Default or Event of Default then exists, at the expense of the Company to visit and inspect any of the offices or properties of the Company or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and its Subsidiaries), all at such times and as often as may be requested.

Interest on the Notes shall accrue on the unpaid principal balance of the Notes at the rates and shall be computed on the basis as described in the Notes. Interest shall be due and payable as provided in the Notes.

(a) Required Principal Payments . The Company shall pay, and there shall become due and payable with respect to the Notes, the principal amount of $25,000,000 (each such payment a “ Required Principal Payment ”) on September 21 in each year commencing on September 21, 2010 to and including September 21, 2013; provided , however, that the principal amount of the Notes prepaid or purchased pursuant to Section Section 8.3 shall be applied against the principal amount of each Required Principal Payment becoming due under this Section 8.2(a) in inverse order of their scheduled due dates; and provided further that upon any partial prepayment of the Notes pursuant to Section 8.2(b) or Section 10.7, the principal amount of each Required Principal Prepayment of the Notes becoming due under this Section 8.2(a) on and after the date of such prepayment shall be reduced in the same proportion as the aggregate unpaid principal amount of the Notes is reduced as a result of such prepayment. Each Required Principal Payment shall be at 100% of the principal amount paid, together with interest accrued thereon to the date of payment. The entire remaining outstanding principal amount of the Notes, together with all accrued and unpaid interest thereon, shall be due and payable on September 21, 2014.

(i) Notice and Offer . The Company will not take any action that consummates or finalizes a Change in Control unless at least thirty (30) days prior to such action it shall have given to each holder of the Notes written notice of such impending Change in Control. The Company will, within five (5) 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 Notes in the manner set forth in Section 18. If a Change in Control has occurred, such written notice shall contain, and shall constitute an irrevocable offer to prepay all or (at such holder’s option) any portion of the Notes held by such holder on a date specified in such notice (the “ Proposed Prepayment Date ”) that is not less than thirty (30) days and not more than sixty (60) days after the date of such notice. If the Proposed Prepayment Date shall not be specified in such notice, the Proposed Prepayment Date shall be the 30th day after the date such notice shall have been sent by the Company. In no event will the Company take any action to consummate or finalize a Change in Control unless the Company has given the notice required by this Section 8.2(b)(i) and, contemporaneously with such action, the Company prepays all Notes required to be prepaid in accordance with Section 8.2(b)(ii) hereof.

(ii) Acceptance and Payment . A holder of Notes may accept the offer to prepay made pursuant to Section 8.2(b)(i) by causing a notice of acceptance of such offered prepayment (specifying in such notice the amount of Notes with respect to which such acceptance applies) to be delivered to the Company prior to the Proposed Prepayment Date (it being understood that the failure by a holder to respond to such written offer of prepayment prior to the Proposed Prepayment Date shall be deemed to constitute a rejection of such offer with respect to all Notes held by such holder). If so accepted, such offered prepayment shall be due and payable on the Proposed Prepayment Date. Such offered prepayment shall be made at 100% of the principal amount of such Notes so prepaid, plus interest on all such Notes accrued to the Proposed Prepayment Date. If the Company shall at any time receive an acceptance of an offer to prepay Notes pursuant to this Section 8.2(b)(ii) from some, but not all of, the holders of the Notes, then the Company will, within two (2) Business Days after the receipt of such acceptance, give written notice of such acceptance to each other holder of the Notes.

(iii) Officer’s Certificate. Each offer to prepay the Notes pursuant to Section 8.2(b) shall be accompanied by a certificate, executed by a Responsible Officer of the Company and dated the date of such offer, specifying:

(B) that such payment is to be made pursuant to the provisions of Section 8.2(b) of this Agreement;

(D) the unpaid interest that would be due on each such Note offered to be prepaid, accrued to the date fixed for payment;

(F) in reasonable detail, the nature and date or proposed date of the Change in Control.

The Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part of, the Notes, in integral multiples of $1,000,000 and in a minimum amount of $5,000,000, at 100% of the principal amount so prepaid, plus interest thereon to the prepayment date and the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of Notes written notice of each optional prepayment under this Section 8.3 not less than ten (10) Business Days and not more than sixty (60) days prior to the date fixed for such prepayment. Each such notice shall specify such prepayment date, the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.4), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two (2) Business Days prior to such prepayment, the Company shall deliver to each holder of Notes a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date. Any partial prepayment of the Notes pursuant to this Section 8.3 shall be applied in satisfaction of required payments of principal in inverse order of their scheduled due dates.

In the case of each partial prepayment of the Notes pursuant to Section 8.3, the principal amount of the Notes to be prepaid shall be allocated among all of the Notes at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof not theretofore called for prepayment.

In the case of each prepayment of Notes pursuant to this Section 8, the principal amount of each Note to be prepaid shall mature and become due and payable on the date fixed for such prepayment, together with interest on such principal amount accrued to such date and, in the case of any such prepayment pursuant to Section 8.3, the applicable Make-Whole Amount, if any. From and after such date, unless the Company shall fail to pay such principal amount when so due and payable, together with the interest and Make-Whole Amount, if any, as aforesaid, interest on such principal amount shall cease to accrue. Any Note paid or prepaid in full shall be surrendered to the Company and cancelled and shall not be reissued, and no Note shall be issued in lieu of any prepaid principal amount of any Note.

The Company will not and will not permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

The term “Make-Whole Amount” means, with respect to any Note, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Note over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings:

“Called Principal” means, with respect to any Note, the principal of such Note that is to be prepaid pursuant to Section 8.3 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires.

“Discounted Value” means, 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 (applied on the same periodic basis as that on which interest on the Notes is payable) equal to the Reinvestment Yield with respect to such Called Principal.

“Reinvestment Yield” means, with respect to the Called Principal of any Note, the sum of (a) 0.50% per annum plus (b) the yield to maturity implied by (i) the yields reported, as of 10:00 A.M. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as “Page PX1” on the Bloomberg Financial Market Service (or such other display as may replace Page PX1 on the Bloomberg Financial Market Service) 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 (ii) if such yields are not reported as of such time or the yields reported as of such time are not ascertainable, the Treasury Constant Maturity Series Yields reported, for the latest day for which such yields have been so reported as of the second Business Day 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 will 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 (i) the actively traded U.S. Treasury security with the maturity closest to and greater than the Remaining Average Life and (ii) the actively traded U.S. Treasury security with the maturity closest to and less than the Remaining Average Life.

“Remaining Average Life” means, with respect to any Called Principal, the number of years (calculated to the nearest one-twelfth year) obtained by dividing (a) such Called Principal into (b) the sum of the products obtained by multiplying (i) the principal component of each Remaining Scheduled Payment with respect to such Called Principal by (ii) the number of years (calculated to the nearest one-twelfth year) that 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” means, with respect to the Called Principal of any Note, all payments of such Called Principal and interest thereon that would be due 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, provided that if such Settlement Date is not a date on which interest payments are due to be made under the terms of the Notes, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to Section 8.3 or 12.1.

“Settlement Date” means, with respect to the Called Principal of any Note, the date on which such Called Principal is to be prepaid pursuant to Section 8.3 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires.

The Company 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, 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 could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

The Company 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 (including deductibles, co-insurance and self-insurance, if adequate reserves are maintained with respect thereto) 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.

The Company 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 at all times, provided that this Section 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 the Company has concluded that such discontinuance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

The Company will and will cause each of its Subsidiaries to file all 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 imposed on them or any of their properties, assets, income or franchises, 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 have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Company or any Subsidiary, provided that neither the Company nor any Subsidiary need pay any such tax, assessment, charge, levy or amount payable if (a) 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 GAAP on the books of the Company or such Subsidiary or (b) the nonpayment of all such taxes, assessments, charges, levies and amounts payable in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Subject to Section 10.2, 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, except to the extent that, with respect to Subsidiaries, in the good faith judgment of the Company, the failure to do so could not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. 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 any Governmental Authorities as are necessary for the ownership, operation and maintenance of its and its Subsidiaries’ respective businesses and properties, unless the termination of or failure to preserve and keep in full force and effect such 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.

The Company covenants that all Debt owing under the Notes and under this Agreement will rank at least pari passu with all its other present and future unsecured Senior Debt.

The Company will not, and will not permit any Subsidiary to, enter into directly or indirectly any transaction or Material group of related transactions (including, without limitation, the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with any Affiliate, except in the ordinary course and 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.

The Company will not, and will not permit any Subsidiary to, directly or indirectly, consolidate with, or merge into, any other Person or permit any other Person to consolidate with, or merge into, it, except that

(a) any Subsidiary may consolidate with, or merge into, the Company or any Wholly-Owned Subsidiary if the Company or such Wholly-Owned Subsidiary is the surviving corporation; and

(b) the Company may consolidate with, or merge into, any other Person, or permit any other Person to consolidate with, or merge into, it, if

(i) the successor formed by such consolidation or the survivor of such merger (the “ Surviving Corporation ”), is a solvent corporation organized under the laws of the United States of America or any State thereof (including the District of Columbia),

(ii) if the Company is not the Surviving Corporation, (A) 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 of the Company in this Agreement, the Other Agreements and the Notes, which assumption shall be in form and substance approved in writing by the Required Holders, and (B) the Company shall have caused to be delivered to each holder of the 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

(B) the Surviving Corporation is permitted to incur at least $1.00 of additional Funded Debt under the provisions of Section 10.3 (on the assumption that such transaction was consummated immediately prior to the end of the most recently ended fiscal quarter) and Section 10.4 and at least $1.00 of additional Priority Debt under the provisions of Section 10.5.

The Company will not permit the ratio of (i) Consolidated Funded Debt to (ii) Consolidated Cash Flow determined as of the end of the four fiscal quarter period then most recently ended, to exceed 3.00 to 1.00 at any time.

10.4. Adjusted Consolidated Funded Debt to Consolidated Members’ and Patrons’ Equity.

The Company shall not permit the ratio of Adjusted Consolidated Funded Debt to Consolidated Members’ and Patrons’ Equity to exceed .80 to 1.00 at any time.

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 20% of Consolidated Net Worth at the time of such creation, issuance, incurrence or assumption.

The Company 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 such Subsidiary, whether now owned or held or hereafter acquired (unless provision is made whereby the Notes will be equally and ratably secured with any and all other obligations thereby secured as provided in the last paragraph of this Section 10.6), except:

(a) 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 on the books of the Company or a Subsidiary of the Company in accordance with GAAP;

(b) 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 on the books of the Company or a Subsidiary of the Company in accordance with GAAP;

(c) 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 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, including, without limitation, Liens

(i) in connection with workers’ compensation, unemployment insurance, social security and other like laws,

(ii) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety and performance bonds (of a type other than set forth in Section 10.6(b)), bids, leases (other than Capital Leases), purchase, construction or sales contracts and other similar obligations, in each case not incurred or made in connection with the borrowing of money, the obtaining of advances or credit or the payment of the deferred purchase price of property,

(iii) to secure the claims or demands of materialmen, mechanics, carriers, warehousemen, vendors, repairmen, landlords, lessors and other like Persons, arising in the ordinary course of business, and

(iv) in the nature of reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions, leases and other similar title exceptions or encumbrances affecting real property;

(d) Liens existing as of the date of this Agreement securing Debt and set forth on Schedule 5.16 hereto;

(e) any Lien renewing, extending or refunding any Lien permitted by clause (d) of this Section 10.6, 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;

(f) 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;

(g) 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 (or any improvement thereon) acquired or constructed by the Company or a Subsidiary of the Company after the date of the Closing, provided that

(i) no such Lien shall extend to or cover any property other than the property (or improvement thereon) being acquired or constructed or rights relating solely to such item or items of property (or improvement thereon),

(ii) the principal amount of Debt secured by any such Lien shall at no time exceed an amount equal to the lesser of (A) the cost to the Company or such Subsidiary of the property (or improvement thereon) being acquired or constructed or (B) the Fair Market Value (as determined in good faith by the Company) of such property, determined at the time of such acquisition or at the time of substantial completion of such construction, and

(iii) such Lien shall be created contemporaneously with, or within 180 days after, the acquisition or completion of construction of such property (or improvement thereon);

(h) 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

(i) no such Lien shall have been created or assumed in contemplation of such acquisition of property or such consolidation or merger,

(ii) 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

(iii) 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 (as determined in good faith by the board of directors of the Company or such Subsidiary) of the property subject thereto at the time of the acquisition thereof or at the time of such merger or consolidation;

(i) Liens to CoBank and other cooperatives with respect to equity held by the Company in such banks or other cooperatives securing Debt, provided that the aggregate Fair Market Value of such equity securing Debt shall not exceed $50,000,000 at any one time; and

(j) other Liens not otherwise permitted under clause (a) through (i) of this Section 10.6 securing Debt, provided that the creation, issuance, incurrence or assumption of such Debt is permitted under Sections 10.3, 10.4 and 10.5 hereof.

If, notwithstanding the prohibition contained herein, the Company shall, or shall permit any of its Subsidiaries to, directly or indirectly create, incur, assume or permit to exist any Lien, other than those Liens permitted by the provisions of paragraphs (a) through (j) of this Section 10.6 (but including any Liens in respect of the Primary Bank Facility whether or not permitted by paragraphs (a) – (j) of this Section 10.6), it will make or cause to be made effective provision whereby the Notes will be secured equally and ratably with any and all other obligations thereby secured, such security to be pursuant to agreements reasonably satisfactory to the Required Holders (including intercreditor arrangements providing for the pari passu treatment of the Notes and all such secured Debt) and, in any such case, the Notes shall have the benefit, to the fullest extent that, and with such priority as, the holders of the Notes may be entitled under applicable law, of an equitable Lien on such property. For the avoidance of doubt, the Company acknowledges that it will not, and will not permit any Subsidiary to, secure or grant any Liens in respect of the Primary Bank Facility, unless an equal and ratable Lien is granted in respect of the Notes.

(a) Sale of Assets. The Company will not, and will not permit any of its Subsidiaries to, make any Transfer, provided that the foregoing restriction does not apply to a Transfer if:

(i) the property that is the subject of such Transfer constitutes either (A) inventory held for sale, or (B) equipment, fixtures, supplies or materials no longer required, in the opinion of the Company or such Subsidiary, in the operation of the business of the Company or such Subsidiary or that is obsolete, and, in the case of any Transfer described in clause (A) or clause (B), such Transfer is in the ordinary course of business (an “Ordinary Course Transfer” );

(ii) such Transfer is from a Subsidiary to the Company or a Wholly-Owned Subsidiary, so long as immediately before and immediately after the consummation of such transaction, and after giving effect thereto, no Default or Event of Default exists or would exist (each such Transfer, collectively with any Ordinary Course Transfers, “Excluded Transfers” ); or

(iii) such Transfer is a lease of the assets of the Company or any Subsidiary of the Company 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.

(i) Notwithstanding the provisions of Section 10.7(a), the Company or any Subsidiary may Transfer any of its properties at the Fair Market Value thereof; provided that

(A) either (1) such Transfer is not an Excluded Transfer and does not involve a Substantial Portion of the property of the Company and its Subsidiaries, or, (2) the Net Proceeds Amount with respect to such Transfer (the “ Designated Portion ”) is either (x) applied to the acquisition by the Company or the Subsidiary making such Transfer of assets of a nature similar to, and of at least an equivalent value of, the assets which were the subject of such Transfer (a “Reinvested Transfer” ), or (y) applied to a Debt Prepayment Application, in either case hereof, within one year of the consummation of such Transfer, as specified in an Officer’s Certificate delivered to each holder of Notes prior to, or contemporaneously with, the consummation of such Transfer; and

(B) immediately after giving effect to such Transfer (1) no Default or Event of Default shall exist and (2) the Company is able to incur at least $1.00 of additional Funded Debt under the provisions of Section 10.3 and Section 10.4 hereof and at least $1.00 of additional Priority Debt under the provisions of Section 10.5 hereof.

(ii) If, notwithstanding the certificate referred to in the foregoing clause 10.7(b)(i)(A), the Company shall fail to apply the entire amount of the Designated Portion as specified in such certificate within the period stated in Section 10.7(b)(i), an Event of Default shall be deemed to have existed as of the expiration of such period and shall be deemed to be continuing.

(i) “ Debt Prepayment Application ” means, with respect to any Transfer by the Company or any Subsidiary, the application by the Company or such Subsidiary of cash in an amount equal to the Net Proceeds Amount with respect to such Transfer to pay the outstanding principal of all Funded Debt of the Company or such Subsidiary (other than Funded Debt owing to any of the Subsidiaries or any Affiliate and Funded Debt in respect of any revolving credit or similar facility providing the Company or such Subsidiary 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 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), provided that in the course of making such application the Company shall offer to prepay each outstanding Note in a principal amount that equals the Ratable Portion for such Note plus interest on all such Notes accrued to the date of such payment. The Company will give each holder of Notes written notice of such offered prepayment not less than ten (10) Business Days and not more than sixty (60) days prior to the date fixed for such prepayment, specifying such prepayment date, the aggregate principal amount of the Notes to be prepaid on such date and the Ratable Portion payable with respect to each such Note. A holder of Notes may accept or reject such offer to prepay by causing a notice of such acceptance or rejection to be delivered to the Company at least two (2) Business Days prior to the prepayment date specified by the Company in such offer. If a holder of Notes has not responded to such offer by a date which is at least two (2) Business Days prior to such specified prepayment date, such holder shall be deemed to have rejected such offer of prepayment. If any holder of a Note rejects or is deemed to have rejected such offer of prepayment, then, for purposes of determining the extent to which any Net Proceeds Amount has been applied to a Debt Prepayment Application, the Company nevertheless will be deemed to have paid Funded Debt in an amount equal to the Ratable Portion for such Note.

(a) the Net Proceeds Amount (or any portion thereof) being so offered to be applied to the payment of Funded Debt, multiplied by

(b) a fraction the numerator of which is the outstanding principal amount of such Note and the denominator of which is the aggregate outstanding principal amount of Funded Debt of the Company and its Subsidiaries, after eliminating all offsetting debits and credits between the Company and its Subsidiaries and all other items required to be eliminated in the course of the preparation of consolidated financial statements of the Company and its Subsidiaries in accordance with GAAP.

(ii) “ Disposition Value ” means, at any time, with respect to any Transfer,

(A) 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

(B) 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 the 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 as of time of such Transfer in good faith by the board of directors of the Company.

(iii) “Net Proceeds Amount” means, with respect to any Transfer of any property by any Person, an amount equal to the difference of

(a) 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

(b) all ordinary and reasonable out-of-pocket costs and expenses actually incurred by such Person in connection with such Transfer and any income taxes fairly attributable to such Transfer.

(iv) “Substantial Portion” means, at any time, any property subject to a Transfer if the Disposition Value of such property, when added to the Disposition Value of all other property of the Company and its Subsidiaries that shall have been the subject of a Transfer (other than an Excluded Transfer and subject, with respect to both such property and all such other property, to the provisions of Section 10.7(b)) during the then current fiscal year of the Company, exceeds an amount equal to 25% of Consolidated Total Assets for the fiscal year of the Company then most recently ended.

(v) “ Transfer ” means, with respect to any Person, any transaction in which such Person sells, conveys, transfers or leases (as lessor) any of its property, including, without limitation, capital stock of or other ownership interests in, any other Person.

The Company will not, and will not permit any Subsidiary to, engage to any Material extent in any business activity or operations other than operations or activities, (a) in or reasonably related to the agriculture industry, (ii) in the food industry or (iii) in which the Company and its Subsidiaries are otherwise engaged on the date hereof as described in the Memorandum or businesses reasonably related thereto or in furtherance thereof.

The Company covenants that it will not, and will not permit any Subsidiary (other than NCRA) 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, Distributions by any Subsidiary of the Company.

The Company covenants that it 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 Distributions or in liquidation.

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.

An “Event of Default” shall exist if any of the following conditions or events shall occur and be continuing:

(a) the Company defaults in the payment of any principal or Make-Whole Amount, if any, on any Note when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise; or

(b) the Company defaults in the payment of any interest on any Note for more than five (5) Business Days after the same becomes due and payable; or

(c) the Company defaults in the performance of or compliance with any term contained in any of Section 7.1(d), Section 8.2 (other than any payment default occurring under Sections 11(a) and/or 11(b)) or Section 10 (other than Section 10.8) hereof; or

(d) the Company defaults in the performance of or compliance with any term contained herein (other than those referred to in clauses (a), (b) and (c) of this Section 11) and such default is not remedied within 30 days after the earlier of (i) a Responsible Officer obtaining actual knowledge of such default and (ii) the Company receiving written notice of such default from any holder of a Note (any such written notice to be identified as a “notice of default” and to refer specifically to this clause (d) of Section 11); or

(e) any representation or warranty made in writing by or on behalf of the Company or by any officer of the Company in this Agreement or in any writing furnished in connection with the transactions contemplated hereby proves to have been false or incorrect in any material respect on the date as of which made; or

(f) the Company or any Subsidiary is in default (as principal or as guarantor or other surety) in the payment of any principal of or premium or make-whole amount or interest on any Debt that is outstanding in an aggregate principal amount of at least $10,000,000 beyond any period of grace provided with respect thereto, or (ii) the Company or any Subsidiary is in default in the performance of or compliance with any agreement, term or condition contained in any instrument or agreement evidencing any Debt in an aggregate outstanding principal amount of at least $10,000,000 or of any mortgage, indenture or other agreement relating thereto or any other condition exists, and as a consequence of such default or condition such Debt has become, or has been declared (or one or more Persons are entitled to declare such Debt to be) due and payable before its stated maturity or before its regularly scheduled dates of payment, or (iii) as a consequence of the occurrence or continuation of any event or condition (other than the passage of time or the right of the holder of Debt to convert such Debt into equity interests), (x) the Company or any Subsidiary has become obligated to purchase or repay Debt before its regular maturity or before its regularly scheduled dates of payment in an aggregate outstanding principal amount of at least $10,000,000, or (y) one or more Persons have the right to require the Company or any Subsidiary so to purchase or repay such Debt; or

(g) the Company or any Subsidiary (i) is generally not paying, or admits in writing its inability to pay, its debts as they become due, (ii) files, or consents by answer or otherwise to the filing against it of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency, reorganization, moratorium or other similar law of any jurisdiction, (iii) makes an assignment for the benefit of its creditors, (iv) consents to the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, (v) is adjudicated as insolvent or to be liquidated, or (vi) takes corporate action for the purpose of any of the foregoing; or

(h) a court or Governmental Authority of competent jurisdiction enters an order appointing, without consent by the Company or any of its Subsidiaries, a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, or constituting an order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of the Company or any of its Subsidiaries, or any such petition shall be filed against the Company or any of its Subsidiaries and such petition shall not be dismissed within 60 days; or

(i) a final judgment or judgments for the payment of money aggregating in excess of $5,000,000 are rendered against one or more of the Company and its Subsidiaries and which judgments are not, within 45 days after entry thereof, bonded, discharged or stayed pending appeal, or are not discharged within 45 days after the expiration of such stay; or

(j) if (i) any Plan shall fail to satisfy the minimum funding standards of ERISA or the Code for any plan year or part thereof or a waiver of such standards or extension of any amortization period is sought or granted under section 412 of the Code, (ii) a notice of intent to terminate any Plan shall have been or is reasonably expected to be filed with the PBGC or the PBGC shall have instituted proceedings under ERISA section 4042 to terminate or appoint a trustee to administer any Plan or the PBGC shall have notified the Company or any ERISA Affiliate that a Plan may become a subject of any such proceedings, (iii) the aggregate “amount of unfunded benefit liabilities” (within the meaning of section 4001(a)(18) of ERISA) under all Plans, determined in accordance with Title IV of ERISA, shall exceed five percent (5%) of Consolidated Net Worth for any period of ten (10) consecutive calendar days or more, (iv) the Company or any ERISA Affiliate shall have incurred or is reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, (v) the Company or any ERISA Affiliate withdraws from any Multiemployer Plan, or (vi) the Company or any Subsidiary establishes or amends any employee welfare benefit plan that provides post-employment welfare benefits in a manner that would increase the liability of the Company or any Subsidiary thereunder; and any such event or events described in clauses (i) through (vi) above, either individually or together with any other such event or events, could reasonably be expected to have a Material Adverse Effect. As used in this Section 11(j), the terms “employee benefit plan” and “employee welfare benefit plan” shall have the respective meanings assigned to such terms in Section 3 of ERISA.

(a) If an Event of Default with respect to the Company described in clause (g) or (h) of Section 11 (other than an Event of Default described in subclause (i) of clause (g) or described in subclause (vi) of clause (g) by virtue of the fact that such clause encompasses subclause (i) of clause (g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable.

(b) If any other Event of Default has occurred and is continuing, any holder or holders of more than 66-2/3% in principal amount of the Notes at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable.

(c) If any Event of Default described in clause (a) or (b) of Section 11 has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable.

Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. 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 a Make-Whole Amount by the Company in the event that 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.

If any Default or Event of Default has occurred and is continuing, and irrespective of whether any Notes have become or have been declared immediately due and payable under Section 12.1, the holder of any Note at the time outstanding may proceed to protect and enforce the rights of such holder by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein or in any Financing Document, or for an injunction against a violation of any of the terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwise.

At any time after any Notes have been declared due and payable pursuant to clause (b) or (c) of Section 12.1, the Required Holders may, by written notice to the Company, rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, on any Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (c) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

No course of dealing and no delay on the part of any holder of any Note in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such holder’s rights, powers or remedies. No right, power or remedy conferred by any Financing Document upon any holder of any Note shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise. Without limiting the obligations of the Company under Section 15, the Company will pay to the holder of each Note on demand such further amount as shall be sufficient to cover all costs and expenses of such holder incurred in any enforcement or collection under this Section 12, including, without limitation, reasonable attorneys’ fees, expenses and disbursements.

The Company shall keep at its principal executive office a register for the registration and registration of transfers of Notes. The name and address of each holder of one or more Notes, each transfer thereof and the name and address of each transferee of one or more Notes shall be registered in such register. Prior to due presentment for registration of transfer, the Person in whose name any Note shall be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the contrary. The Company shall give to any holder of a Note that is an Institutional Investor promptly upon request therefor, a complete and correct copy of the names and addresses of all registered holders of Notes.

Upon surrender of any Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $500,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $500,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.2.

Upon receipt by the Company of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of an Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation), and

(a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it ( provided that if the holder of such Note is, or is a nominee for, an original Purchaser or a Qualified Institutional Buyer, such Person’s own unsecured agreement of indemnity shall be deemed to be satisfactory), or

the Company at its own expense shall execute and deliver, in lieu thereof, a new Note, dated and bearing interest from the date to which interest shall have been paid on such lost, stolen, destroyed or mutilated Note or dated the date of such lost, stolen, destroyed or mutilated Note if no interest shall have been paid thereon.

So long as you or your nominee shall be the holder of any Note, the Company will pay all sums becoming due on such Note for principal, Make-Whole Amount, if any, and interest by the method and at the address specified for such purpose below your name in Schedule A, or by such other method or at such other address as you shall have from time to time specified to the Company in writing for such purpose, without the presentation or surrender of such Note or the making of any notation thereon, except that upon written request of the Company made concurrently with or reasonably promptly after payment or prepayment in full of any Note, you shall surrender such Note for cancellation, reasonably promptly after any such request, to the Company at its principal executive office. Prior to any sale or other disposition of any Note held by you or your nominee you will, at your election, either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or surrender such Note to the Company in exchange for a new Note or Notes pursuant to Section 13.2. The Company will afford the benefits of this Section 14 to any Qualified Institutional Buyer or Institutional Investor that is the direct or indirect transferee of any Note purchased by you under this Agreement and that has made the same agreement relating to such Note as you have made in this Section 14.

Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required, local or other counsel) incurred by you and each Other Purchaser or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of the Financing Documents (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under the Financing Documents or in responding to any subpoena or other legal process or informal investigative demand issued in connection with the Financing Documents, or by reason of being a holder of any Note, and (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Financing Documents. The Company will pay, and will save you and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses if any, of brokers and finders (other than those retained by you).

The obligations of the Company under this Section 15 will survive the payment or transfer of any Note, the enforcement, amendment or waiver of any provision of this Agreement or the Notes, and the termination of this Agreement.

All representations and warranties contained in any Financing Document shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by you of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of you or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under any Financing Document. Subject to the preceding sentence, the Financing Documents embody the entire agreement and understanding between you and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Sections 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to you unless consented to by you in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20.

(a) Solicitation . 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 Section 17 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) Payment . 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 any security, to any holder of Notes as consideration for or as an inducement to the entering into by any holder of Notes of 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.

Any amendment or waiver consented to as provided in this Section 17 applies equally to all holders of Notes and is binding upon them and upon each future holder of any Note and upon the Company without regard to whether such Note has been marked to indicate such amendment or waiver. No such amendment or waiver will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or impair any right consequent thereon. 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, the term “this Agreement” and references thereto shall mean this Agreement as it may from time to time be amended or supplemented.

Solely for the purpose of determining whether the holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under any of the Financing Documents, or have directed the taking of any action provided in any of the Financing Documents to be taken upon the direction of the holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by the Company or any of its Affiliates shall be deemed not to be outstanding.

All notices and communications provided for hereunder shall be in writing and sent (a) by telecopy if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid), or (b) by registered or certified mail with return receipt requested (postage prepaid), or (c) by a recognized overnight delivery service (with charges prepaid). Any such notice must be sent:

(i) if to you or your nominee, to you or it at the address specified for such communications in Schedule A, or at such other address as you or it shall have specified to the Company in writing,

(ii) if to any other holder of any Note, to such holder at such address as such other holder shall have specified to the Company in writing, or

(iii) if to the Company, to the Company at its address set forth at the beginning hereof to the attention of John Schmitz, Executive Vice President and Chief Financial Officer, or at such other address as the Company shall have specified to the holder of each Note in writing.

This Agreement and all documents relating thereto, including, without limitation, (a) consents, waivers and modifications that may hereafter be executed, (b) documents received by you at the Closing (except the Notes themselves), and (c) financial statements, certificates and other information previously or hereafter furnished to you, may be reproduced by you by any photographic, photostatic, microfilm, microcard, miniature photographic or other similar process and you may destroy any original document so reproduced. The Company agrees and stipulates that, to the extent permitted by applicable law, any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by you in the regular course of business) and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence. This Section 19 shall not prohibit the Company or any other holder of Notes from contesting any such reproduction to the same extent that it could contest the original, or from introducing evidence to demonstrate the inaccuracy of any such reproduction.

For the purposes of this Section 20, “Confidential Information” means information delivered to you by or on behalf of the Company or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by you as being confidential information of the Company or such Subsidiary, provided that such term does not include information that (a) was publicly known or otherwise known to you prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by you or any person acting on your behalf, (c) otherwise becomes known to you other than through disclosure by the Company or any Subsidiary or (d) constitutes financial statements delivered to you under Section 7.1 that are otherwise publicly available. You will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by you in good faith to protect confidential information of third parties delivered to you, provided that you may deliver or disclose Confidential Information to (i) your directors, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by your Notes), (ii) your financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which you sell or offer to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which you offer to purchase any security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any Federal or state regulatory authority having jurisdiction over you, (vii) the National Association of Insurance Commissioners or any similar organization, or any nationally recognized rating agency that requires access to information about your investment portfolio or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to you, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which you are a party or (z) if an Event of Default has occurred and is continuing, to the extent you may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under the Financing Documents. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20.

You shall have the right to substitute any one of your Affiliates as the purchaser of the Notes that you have agreed to purchase hereunder, by written notice to the Company, which notice shall be signed by both you and such Affiliate, shall contain such Affiliate’s agreement to be bound by this Agreement and shall contain a confirmation by such Affiliate of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, wherever the word “you” is used in this Agreement (other than in this Section 21), such word shall be deemed to refer to such Affiliate in lieu of you. In the event that such Affiliate is so substituted as a purchaser hereunder and such Affiliate thereafter transfers to you all of the Notes then held by such Affiliate, upon receipt by the Company of notice of such transfer, wherever the word “you” is used in this Agreement (other than in this Section 21), such word shall no longer be deemed to refer to such Affiliate, but shall refer to you, and you shall have all the rights of an original holder of the Notes under this Agreement.

All covenants and other agreements contained in this Agreement by or on behalf of any of the parties hereto bind and inure to the benefit of their respective successors and assigns (including, without limitation, any subsequent holder of a Note) whether so expressed or not.

Anything in this Agreement or the Notes to the contrary notwithstanding, any payment of principal of or Make-Whole 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.

Any provision of this Agreement that 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 (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction.

Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant. Where any provision herein refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person.

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. 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.

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 NEW YORK, EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.

If you are in agreement with the foregoing, please sign the form of agreement on the accompanying counterpart of this Agreement and return it to the Company, whereupon the foregoing shall become a binding agreement between you and the Company.


Purchaser Name	THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

Name in Which Note is Registered	THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

Note Registration Numbers; Principal Amounts	RH-1; $30,000,000

	Federal Funds Wire Transfer
	The Bank of New York
	ABA # 021-000-018
	BNF Account #: IOC 566
Payment on Account of Note	Credit to: The Variable Annuity Life Insurance Company
Method	Private Placement
Account Information	Re: (see “Accompanying Information” below)
	Name of Company: CHS INC.
	Description of Security: 5.25% Series H Senior Notes
	due September 21, 2014
	PPN: 21542R A# 7
	Due Date and Application (as among principal, make whole
Accompanying Information	and interest) of the payment being made:

	AIG Global Investment Group
	c/o The Bank of New York
	P.O. Box 19266
	Newark, NJ 07195
	Attn: P&I Department
	Fax: 718-315-3076
	with a copy to:

	The Variable Annuity Life Insurance Company
	c/o AIG Global Investment Group
	2929 Allen Parkway, A36-04
	Houston, TX 77019
Address for Notices Related to Payments	Attn: Private Placement Department
—	Fax: 713-831-1072
	The Variable Annuity Life Insurance Company
	c/o AIG Global Investment Group
	2929 Allen Parkway, A36-04
	Houston, TX 77019
	Attn: Private Placement Department
	Fax: 713-831-1072
	with a copy to:

	AIG Global Investment Group
	2929 Allen Parkway, A36-01
	Houston, TX 77019
Address for All Other Notices	Attn: Legal Department – Investment Management
—	Fax: 713-831-2328
	THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
	FIRST SUNAMERICA LIFE INSURANCE COMPANY
	By: AIG Global Investment Corp., Investment Advisor
	By: ________________________________
	Name:
Other Instructions	Title:

	The Bank of New York
	One Wall Street
	3 ^rd Floor, Window A
	New York, NY 10286
	Attn: Arthur Cassidy
	Ref: The Variable Annuity Life Insurance Company Private
	Placement
	Account # 260735
	with a request that Mr. Cassidy confirm receipt of original
	securities and forward a copy of same to:

	Susie Hayes
	AIG Global Investment Corp.
	2929 Allen Parkway, A36-01
	Houston, TX 77019
	provide a carbon copy of the above to:

Instructions re Delivery of Notes	Ed Holmes
—	Fax: 713-831-2328
Tax Identification Number		74-1625348


Purchaser Name		FIRST SUNAMERICA LIFE INSURANCE COMPANY

Name in Which Note is Registered		HARE & CO.

Note Registration Numbers; Principal Amounts		RH-2; $10,000,000

		Federal Funds Wire Transfer
		The Bank of New York
		ABA # 021-000-018
Payment on Account of Note		BNF Account #: IOC 566
Method		Credit to: First SunAmerica Life Insurance Company
Account Information		Re: (see “Accompanying Information” below)
		Name of Company: CHS INC.
		Description of Security: 5.25% Series H Senior Notes
		due September 21, 2014
		PPN: 21542R A# 7
		Due Date and Application (as among principal, make whole
Accompanying Information		and interest) of the payment being made:

		AIG Global Investment Group
		c/o The Bank of New York
		P.O. Box 19266
		Newark, NJ 07195
		Attn: P&I Department
		Fax: 718-315-3076
		with a copy to:

		First SunAmerica Life Insurance Company
		c/o AIG Global Investment Group
		2929 Allen Parkway, A36-04
		Houston, TX 77019
Address for Notices Related to Payments		Attn: Private Placement Department
—		Fax: 713-831-1072
		First SunAmerica Life Insurance Company
		c/o AIG Global Investment Group
		2929 Allen Parkway, A36-04
		Houston, TX 77019
		Attn: Private Placement Department
		Fax: 713-831-1072
		with a copy to:

		AIG Global Investment Group
		2929 Allen Parkway, A36-01
		Houston, TX 77019
Address for All Other Notices		Attn: Legal Department – Investment Management
—		Fax: 713-831-2328
		THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
		FIRST SUNAMERICA LIFE INSURANCE COMPANY
		By: AIG Global Investment Corp., Investment Advisor
		By: ________________________________
		Name:
Other Instructions		Title:

		The Bank of New York
		One Wall Street
		3 ^rd Floor, Window A
		New York, NY 10286
		Attn: Arthur Cassidy
		Ref: First SunAmerica Life Insurance Company
		Account # 113617
		with a request that Mr. Cassidy confirm receipt of original
		securities and forward a copy of same to:

		Susie Hayes
		AIG Global Investment Corp.
		2929 Allen Parkway, A36-01
		Houston, TX 77019
		provide a carbon copy of the above to:

Instructions re Delivery of Notes		Ed Holmes
—		Fax: 713-831-2328
		06-0992729 (First SunAmerica Life Insurance Company)
Tax Identification Number		13-6062916 (Hare & Co.)


Purchaser Name	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

Name in Which Note is Registered	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

Note Registration Numbers; Principal Amounts	RH-3; $7,092,000

	Federal Funds Wire Transfer
	The Bank of New York
	New York, NY
	ABA # 021-000-018
Payment on Account of Note	Account # 890-0304-391
Method	Re: (See “Accompanying information” below)
Account Information	!INV10602!
	Name of Company: CHS INC.
	Description of Security: 5.25% Series H Senior Notes
	due September 21, 2014
	PPN: 21542R A# 7
	Due Date and Application (as among principal, make whole
Accompanying Information	and interest) of the payment being made:

	The Prudential Insurance Company of America
	c/o Investment Operations Group
	Gateway Center Two, 10 ^th Floor
	100 Mulberry Street
	Newark, NJ 07102-4077
	Attn: Manager, Billings and Collections
	with telephonic prepayment notices to:

	Manager, Trade Management Group
Address for Notices Related to Payments	Tel: 973-367-3141
—	Fax: 800-224-2278
	The Prudential Insurance Company of America
	c/o Prudential Capital Group
	Two Prudential Plaza, Suite 5600
	180 North Stetson Avenue
	Chicago, IL 60601
Address for All Other Notices	Attn: Managing Director

	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
	By: ________________________________
	Name:
Other Instructions	Title: Vice President

	Prudential Capital Group
	Two Prudential Plaza, Suite 5600
	180 North Stetson Avenue
	Chicago, IL 60601
Instructions re Delivery of Notes	Attn: Wiley Adams

Tax Identification Number		22-1211670


Purchaser Name	ZURICH AMERICAN INSURANCE COMPANY

Name in Which Note is Registered	HARE & CO.

Note Registration Numbers; Principal Amounts	RH-4; $5,350,000

	Federal Funds Wire Transfer
	The Bank of New York
	New York, NY
	ABA # 021-000-018
Payment on Account of Note	Account #: 399141
Method	Zurich American Insurance Co. – Private Placements
Account Information	Re: (See “Accompanying information” below)
	Name of Company: CHS INC.
	Description of Security: 5.25% Series H Senior Notes
	due September 21, 2014
	PPN: 21542R A# 7
	Due Date and Application (as among principal, make whole and interest) of
Accompanying Information	the payment being made:

	Zurich North America
	1400 American Lane, T1-19
	Schaumburg, IL 60196-1056
	Attn: Mary Fran Callahan
	Treasury Department
	Fax: 847-605-7895
Address for Notices Related to Payments	Email: mary.callahan@zurichna.com

	Prudential Private Placement Investors, L.P.
	Four Gateway Center
	100 Mulberry Street
	Newark, NJ 07102-4069
	Attn: Albert Trank
	Managing Director
	Fax: 973-624-6432
Address for All Other Notices	Email: albert.trank@prudential.com

	ZURICH AMERICAN INSURANCE COMPANY
	By: Prudential Private Placement Investors, L.P., as Investment Advisor
	By: Prudential Private Placement Investors, Inc., as its General Partner
	By: ________________________________
	Name:
Other Instructions	Title: Vice President

	Bank of New York
	One Wall Street
	3 ^rd Floor, Window A
	New York, NY 10286
	Ref: Zurich American Insurance Co. – Private Placements
	Account # 399141
	with a copy to:

	Prudential Capital Group
	Four Gateway Center, 7 ^th Floor
	100 Mulberry Street
Instructions re Delivery of Notes	Newark, NJ 07102
—	Attn: Manager, Trade Management
Tax Identification Number		36-4233459


Purchaser Name	PRUDENTIAL RETIREMENT CEDED BUSINESS TRUST

Name in Which Note is Registered	PRU & CO.

Note Registration Numbers; Principal Amounts	RH-5; $4,908,000

	Federal Funds Wire Transfer
	JPMorgan Chase Bank
	New York, NY
Payment on Account of Note	ABA # 021-000-021
Method	Account # 9009002925
Account Information	Re: (See “Accompanying information” below)
	Name of Company: CHS INC.
	Description of Security: 5.25% Series H Senior Notes
	due September 21, 2014
	PPN: 21542R A# 7
	Due Date and Application (as among principal, make whole and
Accompanying Information	interest) of the payment being made:

	Prudential Retirement Ceded Business Trust
	c/o Prudential Investment Management, Inc.
	Gateway Center Four, 7 ^th Floor
	100 Mulberry Street
	Newark, NJ 07102
	Attn: Private Placement Trade Management
	PRIAC Administration
Address for Notices Related to Payments	Fax: 800-224-2278

	Prudential Retirement Ceded Business Trust
	c/o Prudential Capital Group
	Two Prudential Plaza
	180 North Stetson Avenue
	Chicago, IL 60601
Address for All Other Notices	Attn: Managing Director

	PRUDENTIAL RETIREMENT CEDED BUSINESS TRUST
	By: Prudential Investment Management, Inc., as investment manager
	By: ________________________________
	Name:
Other Instructions	Title: Vice President

	Prudential Capital Group
	Two Prudential Plaza, Suite 5600
	180 North Stetson Avenue
	Chicago, IL 60601
Instructions re Delivery of Notes	Attn: Wiley Adams

Tax Identification Number		20-0765614


Purchaser Name	CONNECTICUT GENERAL LIFE INSURANCE COMPANY

Name in Which Note is Registered	CIG & CO.

Note Registration Numbers; Principal Amounts	RH-6; $3,400,000

	Federal Funds Wire Transfer
	JPMorgan Chase
	New York, NY
	ABA # 021-000-021
Payment on Account of Note	Beneficiary A/C #: 900-9002-925
Method	BBI: A/C of Prudential for G09404
Account Information	Re: (See “Accompanying information” below)
	Name of Company: CHS INC.
	Description of Security: 5.25% Series H Senior Notes
	due September 21, 2014
	PPN: 21542R A# 7
	Due Date and Application (as among principal, make whole and
Accompanying Information	interest) of the payment being made:

	Connecticut General Life Insurance Company
	c/o CIGNA Retirement & Investment Services
	280 Trumbull Street
	Hartford, CT 06103
	Fax: 860-534-7203
	with a copy to:

	J.P. Morgan Chase Bank
	14201 Dallas Parkway, 13 ^th Floor
	Dallas, TX 75254
	Attn: Heather Frisina
Address for Notices Related to Payments	Mail Code 300-116
—	Fax 469-477-1904
	Prudential Private Placement Investors, L.P.
	Four Gateway Center
	100 Mulberry Street
	Newark, NJ 07102
	Attn: Albert Trank
	Managing Director
	Fax: 973-624-6432
Address for All Other Notices	Email: albert.trank@prudential.com

	CONNECTICUT GENERAL LIFE INSURANCE COMPANY
	By: Prudential Investment Management, Inc., as investment manager
	By: ________________________________
	Name:
Other Instructions	Title: Vice President

	JPMorgan Chase Bank
	4 New York Plaza
	Ground Floor Window
	New York, NY 10004
	Attn: John Cobelo
	Ref: Connecticut General Life Insurance Company
	Account # G09404
	with a copy to:

	Prudential Capital Group
	Four Gateway Center, 7 ^th Floor
	100 Mulberry Street
	Newark, NJ 07102
Instructions re Delivery of Notes	Attn: Ranae D’Alessio
—	Trade Management
Tax Identification Number		13-3574027


Purchaser Name	SECURITY BENEFIT LIFE INSURANCE COMPANY, INC.

Name in Which Note is Registered	UMBTRU & CO.

Note Registration Numbers; Principal Amounts	RH-7; $3,250,000

	Federal Funds Wire Transfer
	UMB Bank N.A.
	ABA # 101-000-695
	Account Name: Trust Operations
	Account #: 9870161974
Payment on Account of Note	Ref: Security Benefit Life Insurance Co.
Method	Account # 126139.1
Account Information	Re: (See “Accompanying information” below)
	Name of Company: CHS INC.
	Description of Security: 5.25% Series H Senior Notes
	due September 21, 2014
	PPN: 21542R A# 7
	Due Date and Application (as among principal, make whole and interest) of
Accompanying Information	the payment being made:

	UMB Bank
	928 Grand Boulevard, 10 ^th Floor
	Kansas City, MO 64106
Address for Notices Related to Payments	Attn: Mike Ortiz

	Prudential Private Placement Investors, L.P.
	Four Gateway Center
	100 Mulberry Street
	Newark, NJ 07102
	Attn: Albert Trank
	Managing Director
	Fax: 973-624-6432
Address for All Other Notices	Email: albert.trank@prudential.com

	SECURITY BENEFIT LIFE INSURANCE COMPANY, INC.
	By: Prudential Private Placement Investors, L.P., as Investment Advisor
	By: Prudential Private Placement Investors, Inc., as its General Partner
	By: ________________________________
	Name:
Other Instructions	Title: Vice President

	United Missouri Bank
	DTC/NY WINDOW
	55 Water Street, Concourse Level
	New York, NY 10041
	Ref: Security Benefit – Private Placement Account # 690308200
	Account 2450 UMB Bank
	with a copy to:

	Prudential Capital Group
	Four Gateway Center, 7 ^th Floor
	100 Mulberry Street
Instructions re Delivery of Notes	Newark, NJ 07102
—	Attn: Manager, Trade Management
Tax Identification Number		43-6295832


Purchaser Name	FIRST COLONY LIFE INSURANCE COMPANY

Name in Which Note is Registered	HARE & CO.

Note Registration Numbers; Principal Amounts	RH-8; $16,000,000

	Federal Funds Wire Transfer
	The Bank of New York
	ABA # 021-000-018
	Account # / Beneficiary: GLA111566
	SWIFT code: IRVTBEBB
	Attn: PPP&I Department
Payment on Account of Note	Ref: First Colony Life Insurance Company
Method	Account # 127970
Account Information	Re: (See “Accompanying information” below)
	Name of Company: CHS INC.
	Description of Security: 5.25% Series H Senior Notes
	due September 21, 2014
	PPN: 21542R A# 7
	Due Date and Application (as among principal, make whole
Accompanying Information	and interest) of the payment being made:

	Genworth Financial
	601 Union Street, Suite 2200
	Seattle, WA 98101
	Attn: Private Placements
	Account: First Colony Life Insurance Company
	Tel: 206-516-4515
	Fax: 206-516-4578
	Email: GEAM.privateplacements@corporate.ge.com
	with a copy to:

	State Street
	801 Pennsylvania
	Kansas City, MO 64105
	Attn: Klaus Diem
	Account: First Colony Life Insurance Company
	Tel: 816-691-8646
	Fax: 816-691-5593
	Email: geam@statestreetkc.com (preferred delivery method)
	and a copy to:

	Hare & Co.
	The Bank of New York
	Income Collection Department
	P.O. Box 11203
	New York, NY 10286
	Attn: PPP&I Department
	P&I Contact: Anthony Largo
	Tel: 212-437-6541
	Ref: First Colony Life Insurance Company
Address for Notices Related to Payments	Account # 127970
—	(See “Accompanying information” above)
	Genworth Financial
	601 Union Street, Suite 2200
	Seattle, WA 98101
	Attn: Private Placements
	Account: First Colony Life Insurance Company
Address for All Other Notices	Fax: 206-516-4578

	FIRST COLONY LIFE INSURANCE COMPANY
	By: ________________________________
	Name:
Other Instructions	Title: Investment Officer

	The Bank of New York
	One Wall Street
	3 ^rd Floor, Window A
	New York, NY 10286
	Ref: First Colony Life Insurance Company
Instructions re Delivery of Notes	Account # 127970

Tax Identification Number		54-0596414


Purchaser Name	GENERAL ELECTRIC CAPITAL ASSURANCE COMPANY

Name in Which Note is Registered	HARE & CO.

Note Registration Numbers; Principal Amounts	RH-9; $6,000,000

	Federal Funds Wire Transfer
	The Bank of New York
	ABA # 021-000-018
	Account # / Beneficiary: GLA111566
	SWIFT code: IRVTBEBB
	Attn: PPP&I Department
Payment on Account of Note	Ref: General Electric Capital Assurance Company
Method	Account # 127939
Account Information	Re: (See “Accompanying information” below)
	Name of Company: CHS INC.
	Description of Security: 5.25% Series H Senior Notes
	due September 21, 2014
	PPN: 21542R A# 7
	Due Date and Application (as among principal, make whole
Accompanying Information	and interest) of the payment being made:

	Genworth Financial
	601 Union Street, Suite 2200
	Seattle, WA 98101
	Attn: Private Placements
	Account: General Electric Capital Assurance Company
	Tel: 206-516-4515
	Fax: 206-516-4578
	Email: GEAM.privateplacements@corporate.ge.com
	with a copy to:

	State Street
	801 Pennsylvania
	Kansas City, MO 64105
	Attn: Klaus Diem
	Account: General Electric Capital Assurance Company
	Tel: 816-691-8646
	Fax: 816-691-5593
	Email: geam@statestreetkc.com (preferred delivery method)
	and a copy to:

	Hare & Co.
	The Bank of New York
	Income Collection Department
	P.O. Box 11203
	New York, NY 10286
	Attn: PPP&I Department
	P&I Contact: Anthony Largo
	Tel: 212-437-6541
	Ref: General Electric Capital Assurance Company
Address for Notices Related to Payments	Account # 127939
—	(See “Accompanying information” above)
	Genworth Financial
	601 Union Street, Suite 2200
	Seattle, WA 98101
	Attn: Private Placements
	Account: General Electric Capital Assurance Company
Address for All Other Notices	Fax: 206-516-4578

	GENERAL ELECTRIC CAPITAL ASSURANCE COMPANY
	By: ________________________________
	Name:
Other Instructions	Title: Investment Officer

	The Bank of New York
	One Wall Street
	3 ^rd Floor, Window A
	New York, NY 10286
	Ref: General Electric Capital Assurance Company
Instructions re Delivery of Notes	Account # 127939

Tax Identification Number		91-6027719


Purchaser Name	FEDERAL HOME LIFE INSURANCE COMPANY

Name in Which Note is Registered	HARE & CO.

Note Registration Numbers; Principal Amounts	RH-10; $2,000,000

	Federal Funds Wire Transfer
	The Bank of New York
	ABA # 021-000-018
	Account # / Beneficiary: GLA111566
	SWIFT code: IRVTBEBB
	Attn: PPP&I Department
Payment on Account of Note	Ref: Federal Home Life Insurance Company
Method	Account # 127924
Account Information	Re: (See “Accompanying information” below)
	Name of Company: CHS INC.
	Description of Security: 5.25% Series H Senior Notes
	due September 21, 2014
	PPN: 21542R A# 7
	Due Date and Application (as among principal, make whole
Accompanying Information	and interest) of the payment being made:

	Genworth Financial
	601 Union Street, Suite 2200
	Seattle, WA 98101
	Attn: Private Placements
	Account: Federal Home Life Insurance Company
	Tel: 206-516-4515
	Fax: 206-516-4578
	Email: GEAM.privateplacements@corporate.ge.com
	with a copy to:

	State Street
	801 Pennsylvania
	Kansas City, MO 64105
	Attn: Klaus Diem
	Account: Federal Home Life Insurance Company
	Tel: 816-691-8646
	Fax: 816-691-5593
	Email: geam@statestreetkc.com (preferred delivery method)
	and a copy to:

	Hare & Co.
	The Bank of New York
	Income Collection Department
	P.O. Box 11203
	New York, NY 10286
	Attn: PPP&I Department
	P&I Contact: Anthony Largo
	Tel: 212-437-6541
	Ref: Federal Home Life Insurance Company
Address for Notices Related to Payments	Account # 127924
—	(See “Accompanying information” above)
	Genworth Financial
	601 Union Street, Suite 2200
	Seattle, WA 98101
	Attn: Private Placements
	Account: Federal Home Life Insurance Company
Address for All Other Notices	Fax: 206-516-4578

	FEDERAL HOME LIFE INSURANCE COMPANY
	By: ________________________________
	Name:
Other Instructions	Title: Investment Officer

	The Bank of New York
	One Wall Street
	3 ^rd Floor, Window A
	New York, NY 10286
	Ref: Federal Home Life Insurance Company
Instructions re Delivery of Notes	Account # 127924

Tax Identification Number		35-0576390


Purchaser Name	HARTFORD LIFE INSURANCE COMPANY

Name in Which Note is Registered	HARTFORD LIFE INSURANCE COMPANY

	RH-11; $5,000,000
Note Registration Numbers; Principal Amounts	RH-12; $5,000,000

	Federal Funds Wire Transfer
	JPMorgan Chase
	4 New York Plaza
	New York, NY 10004
	ABA # 021-000-021
	Chase NYC/Cust
	Attn: Bond Interest/Principal
Payment on Account of Note		A/C #: 900-9-000200
Method	FFC to: G06641-CRC
Account Information	Re: (See “Accompanying information” below)
	Name of Company: CHS INC.
	Description of Security: 5.25% Series H Senior Notes
	due September 21, 2014
	PPN: 21542R A# 7
	Due Date and Application (as among principal, make whole and interest) of
Accompanying Information	the payment being made:

	Hartford Investment Management Company
	c/o Portfolio Support
	P.O. Box 1744
	Hartford, CT 06144-1744
Address for Notices Related to Payments	Fax: 860-297-8875 / 8876

	Hartford Investment Management Company
	c/o Investment Department – Private Placements
	P.O. Box 1744
	Hartford, CT 06144-1744
Address for All Other Notices	Fax: 860-297-8884

	HARTFORD LIFE INSURANCE COMPANY
	By: Hartford Investment Services, Inc., its Agent and Attorney-in-Fact
	By______________________________
	Name:
Other Instructions	Title:

	JPMorgan Chase
	North America Insurance
	3 Chase MetroTech Center, 5 ^th Floor South
	Brooklyn, NY 11245
	Attn: Bettye Carrera
Instructions re Delivery of Notes	Custody Account # G06641-CRC must appear on outside of envelope

Tax Identification Number		06-0974148


Purchaser Name	PACIFIC LIFE INSURANCE COMPANY

Name in Which Note is Registered	MAC & CO.

	RH-13; $5,000,000
	RH-14; $1,000,000
	RH-15; $1,000,000
	RH-16; $1,000,000
Note Registration Numbers; Principal	RH-17; $1,000,000
Amounts	RH-18; $1,000,000

	Federal Funds Wire Transfer
	Mellon Trust of New England
	ABA # 011-001-234
	DDA # 125261
	Attn: MBS Income CC: 1253
Payment on Account of Note	A/C: Pacific Life General Account
Method	PLCF1810132
Account Information	Re: (See “Accompanying information” below)
	Name of Company: CHS INC.
	Description of Security: 5.25% Series H Senior Notes
	due September 21, 2014
	PPN: 21542R A# 7
	Due Date and Application (as among principal, make whole
Accompanying Information	and interest) of the payment being made:

	Mellon Trust
	Three Mellon Bank Center
	Pittsburgh, PA 15259
	Attn: Pacific Life Accounting Team
	AIM # 153-3610
	Fax: 412-236-7529
	with a copy to:

	Pacific Life Insurance Company
	700 Newport Center Drive
	Newport Beach, CA 92660-6397
	Attn: Cash Team
Address for Notices Related to Payments	Securities Administration
—	Fax: 949-640-4013
	Pacific Life Insurance Company
	700 Newport Center Drive
	Newport Beach, CA 92660-6397
	Attn: Securities Department
Address for All Other Notices	Fax: 949-219-5406

	PACIFIC LIFE INSURANCE COMPANY
	(Nominee: Mac & Co.)
	By: _______________________
	Name:
	Title:
	By: _______________________
	Name:
Other Instructions	Title:

	Mellon Securities Trust Company
	120 Broadway, 13 ^th Floor
	New York, NY 10271
	Attn: Robert Ferraro
	A/C: Pacific Life General Acct
	PLCF1810132
Instructions re Delivery of Notes	Tel: 212-374-1918

Tax Identification Number		95-1079000


Purchaser Name	BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC.

Name in Which Note is Registered	HARE & CO.

Note Registration Numbers; Principal Amounts	RH-19; $1,500,000

	Federal Funds Wire Transfer
	Bank of New York
	ABA # 021-000-018
	BBK=IOC 363
Payment on Account of Note	Account: Blue Cross and Blue Shield of Florida, Inc.
Method	Account # 531463
Account Information	Re: see “Accompanying Information” below
	Name of Company: CHS INC.
	Description of Security: 5.25% Series H Senior Notes
	due September 21, 2014
	PPN: 21542R A# 7
	Due Date and Application (as among principal, make whole
Accompanying Information	and interest) of the payment being made:

	Blue Cross and Blue Shield of Florida, Inc.
	c/o Advantus Capital Management, Inc.
	400 Robert Street North
	St. Paul, MN 55101
Address for Notices Related to Payments	Attn: Client Administrator

	Blue Cross and Blue Shield of Florida, Inc.
	c/o Advantus Capital Management, Inc.
	400 Robert Street North
	St. Paul, MN 55101
Address for All Other Notices	Attn: Client Administrator

	BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC.
	By: Advantus Capital Management, Inc.
	By: ________________________
	Name:
Other Instructions	Title:

	The Bank of New York
	One Wall Street
	3 ^rd Floor, Window A
	New York, NY 10286
	Ref: Blue Cross and Blue Shield of Florida, Inc.
Instructions for Delivery of Notes	Account # 531463

Tax Identification Number		59-2015694


Purchaser Name	FORT DEARBORN LIFE INSURANCE COMPANY

Name in Which Note is Registered	STRAFE & CO.

Note Registration Numbers; Principal Amounts	RH-20; $1,000,000

	Federal Funds Wire Transfer
	Bank One Colorado
	ABA # 044-000-037
	For credit to: 980401787
	Account: Fort Dearborn Life Insurance Company (separate)
	Account # 2600218706
Payment on Account of Note	Attn: Roslind Catling-Ileaboya
Method		877-246-9483
Account Information	Re: see “Accompanying Information” below
	Name of Company: CHS INC.
	Description of Security: 5.25% Series H Senior Notes
	due September 21, 2014
	PPN: 21542R A# 7
	Due Date and Application (as among principal, make whole
Accompanying Information	and interest) of the payment being made:

	Fort Dearborn Life Insurance Company
	c/o Advantus Capital Management, Inc.
	400 Robert Street North
	St. Paul, MN 55101
Address for Notices Related to Payments	Attn: Client Administrator

	Fort Dearborn Life Insurance Company
	c/o Advantus Capital Management, Inc.
	400 Robert Street North
	St. Paul, MN 55101
Address for All Other Notices	Attn: Client Administrator

	FORT DEARBORN LIFE INSURANCE COMPANY
	By: Advantus Capital Management, Inc.
	By: ________________________
	Name:
Other Instructions	Title:

	Banc One Investment Management Group
	340 South Cleveland Avenue, Building 350
	Westerville, OH 43081
	Attn: Non-Depository Trading Desk
Instructions for Delivery of Notes	Tel: 614-248-1317

Tax Identification Number		36-2598882


Purchaser Name	UNITED INSURANCE COMPANY OF AMERICA

Name in Which Note is Registered	HARE & CO.

Note Registration Numbers; Principal Amounts	RH-21; $1,000,000

	Federal Funds Wire Transfer
	Bank of New York
	ABA # 021-000-018
	Account: United Insurance Company of America
	(Advantus Capital Management)
	Account # 367937
	Interest Payments: GLA # 111-363
Payment on Account of Note	Principal Payments: GLA # 111-566
Method	Amendment Fees: GLA # 111-565
Account Information	Re: see “Accompanying Information” below
	Name of Company: CHS INC.
	Description of Security: 5.25% Series H Senior Notes
	due September 21, 2014
	PPN: 21542R A# 7
	Due Date and Application (as among principal, make whole
Accompanying Information	and interest) of the payment being made:

	United Insurance Company of America
	c/o Advantus Capital Management, Inc.
	400 Robert Street North
	St. Paul, MN 55101
Address for Notices Related to Payments	Attn: Client Administrator

	United Insurance Company of America
	c/o Advantus Capital Management, Inc.
	400 Robert Street North
	St. Paul, MN 55101
Address for All Other Notices	Attn: Client Administrator

	UNITED INSURANCE COMPANY OF AMERICA
	By: Advantus Capital Management, Inc.
	By: ________________________
	Name:
Other Instructions	Title:

	Bank of New York
	One Wall Street, 3 ^rd Floor
	Special Processing, Window A
	New York, NY 10286
	Ref: United Insurance Company of America
	(Advantus Capital Management)
Instructions for Delivery of Notes	Account # 367937

Tax Identification Number		36-1896670


Purchaser Name	WORLD INSURANCE COMPANY

	WELLS FARGO BANK, N.A. AS CUSTODIAN FOR WORLD INSURANCE
Name in Which Note is Registered	COMPANY

Note Registration Numbers; Principal Amounts	RH-22; $500,000

	Federal Funds Wire Transfer
	Wells Fargo Bank, N.A.
	ABA # 121-000-248
	BNFA: 0000840245
	BNF: Trust Wire Clearing
	FFC: Income Collections
Payment on Account of Note		A/C 12667400
Method	Further credit to: World Insurance Company, Account # 12667400
Account Information	Re: see “Accompanying Information” below
	Name of Company: CHS INC.
	Description of Security: 5.25% Series H Senior Notes
	due September 21, 2014
	PPN: 21542R A# 7
	Due Date and Application (as among principal, make whole and
Accompanying Information	interest) of the payment being made:

	World Insurance Company
	c/o Advantus Capital Management, Inc.
	400 Robert Street North
	St. Paul, MN 55101
Address for Notices Related to Payments	Attn: Client Administrator

	World Insurance Company
	c/o Advantus Capital Management, Inc.
	400 Robert Street North
	St. Paul, MN 55101
Address for All Other Notices	Attn: Client Administrator

	WORLD INSURANCE COMPANY
	By: Advantus Capital Management, Inc.
	By: ________________________
	Name:
Other Instructions	Title:

	Wells Fargo Bank Minnesota, N.A.
	MAC N9306-059
	733 Marquette Avenue, Investors Building, 5 ^th Floor
	Minneapolis, MN 55479
	Attn: Linh Nguyen
	Security Control and Transfer
	Tel: 612-667-7197
	Ref: World Insurance Company
Instructions for Delivery of Notes	Account # 12667400

Tax Identification Number		47-0339860


Purchaser Name	MTL INSURANCE COMPANY

Name in Which Note is Registered	ELL & CO.

Note Registration Numbers; Principal Amounts	RH-23; $500,000

	Federal Funds Wire Transfer
	The Northern Chgo/Trust
	ABA # 071-000-152
	For credit to: Account # 5186041000
	Further credit to: MTL Insurance Company
Payment on Account of Note	Account # 26-00621
Method	Income Collections
Account Information	Re: see “Accompanying Information” below
	Name of Company: CHS INC.
	Description of Security: 5.25% Series H Senior Notes
	due September 21, 2014
	PPN: 21542R A# 7
	Due Date and Application (as among principal, make whole
Accompanying Information	and interest) of the payment being made:

	MTL Insurance Company
	c/o Advantus Capital Management, Inc.
	400 Robert Street North
	St. Paul, MN 55101
Address for Notices Related to Payments	Attn: Client Administrator

	MTL Insurance Company
	c/o Advantus Capital Management, Inc.
	400 Robert Street North
	St. Paul, MN 55101
Address for All Other Notices	Attn: Client Administrator

	MTL INSURANCE COMPANY
	By: Advantus Capital Management, Inc.
	By: ________________________
	Name:
Other Instructions	Title:

	Northern Trust Company of New York
	40 Broad Street, 8 ^th Floor
	New York, NY 10004
	Attn: Settlements for Account # 26-00621
Instructions for Delivery of Notes	MTL Insurance Company

Tax Identification Number		36-1516780


Purchaser Name	THE RELIABLE LIFE INSURANCE COMPANY

Name in Which Note is Registered	HARE & CO.

Note Registration Numbers; Principal Amounts	RH-24; $500,000

	Federal Funds Wire Transfer
	Bank of New York
	ABA # 021-000-018
	Account: The Reliable Life Insurance Company
	(Advantus Capital Management)
	Account # 276073
	Interest Payments: GLA # 111-363
Payment on Account of Note	Principal Payments: GLA # 111-566
Method	Amendment Fees: GLA # 111-565
Account Information	Re: see “Accompanying Information” below
	Name of Company: CHS INC.
	Description of Security: 5.25% Series H Senior Notes
	due September 21, 2014
	PPN: 21542R A# 7
	Due Date and Application (as among principal, make whole
Accompanying Information	and interest) of the payment being made:

	The Reliable Life Insurance Company
	c/o Advantus Capital Management, Inc.
	400 Robert Street North
	St. Paul, MN 55101
Address for Notices Related to Payments	Attn: Client Administrator

	The Reliable Life Insurance Company
	c/o Advantus Capital Management, Inc.
	400 Robert Street North
	St. Paul, MN 55101
Address for All Other Notices	Attn: Client Administrator

	THE RELIABLE LIFE INSURANCE COMPANY
	By: Advantus Capital Management, Inc.
	By: ________________________
	Name:
Other Instructions	Title:

	Bank of New York
	One Wall Street, 3 ^rd Floor
	Special Processing, Window A
	New York, NY 10286
	Ref: The Reliable Life Insurance Company
	(Advantus Capital Management)
Instructions for Delivery of Notes	Account # 276073

Tax Identification Number		43-0476110


Purchaser Name	UNION NATIONAL LIFE INSURANCE COMPANY

Name in Which Note is Registered	HARE & CO.

Note Registration Numbers; Principal Amounts	RH-25; $500,000

	Federal Funds Wire Transfer
	Bank of New York
	ABA # 021-000-018
	Account: Union National Life Insurance Company
	(Advantus Capital Management)
	Account # 367716
	Interest Payments: GLA # 111-363
Payment on Account of Note	Principal Payments: GLA # 111-566
Method	Amendment Fees: GLA # 111-565
Account Information	Re: see “Accompanying Information” below
	Name of Company: CHS INC.
	Description of Security: 5.25% Series H Senior Notes
	due September 21, 2014
	PPN: 21542R A# 7
	Due Date and Application (as among principal, make whole
Accompanying Information	and interest) of the payment being made:

	Union National Life Insurance Company
	c/o Advantus Capital Management, Inc.
	400 Robert Street North
	St. Paul, MN 55101
Address for Notices Related to Payments	Attn: Client Administrator

	Union National Life Insurance Company
	c/o Advantus Capital Management, Inc.
	400 Robert Street North
	St. Paul, MN 55101
Address for All Other Notices	Attn: Client Administrator

	UNION NATIONAL LIFE INSURANCE COMPANY
	By: Advantus Capital Management, Inc.
	By: ________________________
	Name:
Other Instructions	Title:

	Bank of New York
	One Wall Street, 3 ^rd Floor
	Special Processing, Window A
	New York, NY 10286
	Ref: Union National Life Insurance Company
	(Advantus Capital Management)
Instructions for Delivery of Notes	Account # 367716

Tax Identification Number		72-0340280


Purchaser Name	RESERVE NATIONAL INSURANCE COMPANY

Name in Which Note is Registered	HARE & CO.

Note Registration Numbers; Principal Amounts	RH-26; $500,000

	Federal Funds Wire Transfer
	Bank of New York
	ABA # 021-000-018
	Account: Reserve National Insurance Company
	(Advantus Capital Management)
	Account # 264222
	Interest Payments: GLA # 111-363
Payment on Account of Note	Principal Payments: GLA # 111-566
Method	Amendment Fees: GLA # 111-565
Account Information	Re: see “Accompanying Information” below
	Name of Company: CHS INC.
	Description of Security: 5.25% Series H Senior Notes
	due September 21, 2014
	PPN: 21542R A# 7
	Due Date and Application (as among principal, make whole
Accompanying Information	and interest) of the payment being made:

	Reserve National Insurance Company
	c/o Advantus Capital Management, Inc.
	400 Robert Street North
	St. Paul, MN 55101
Address for Notices Related to Payments	Attn: Client Administrator

	Reserve National Insurance Company
	c/o Advantus Capital Management, Inc.
	400 Robert Street North
	St. Paul, MN 55101
Address for All Other Notices	Attn: Client Administrator

	RESERVE NATIONAL INSURANCE COMPANY
	By: Advantus Capital Management, Inc.
	By: ________________________
	Name:
Other Instructions	Title:

	Bank of New York
	One Wall Street, 3 ^rd Floor
	Special Processing, Window A
	New York, NY 10286
	Ref: Reserve National Insurance Company
	(Advantus Capital Management)
Instructions for Delivery of Notes	Account # 264222

Tax Identification Number		73-0661453


Purchaser Name	ST. PAUL FIRE AND MARINE COMPANY

Name in Which Note is Registered	ST. PAUL FIRE AND MARINE INSURANCE COMPANY

Note Registration Numbers; Principal Amounts	RH-27; $5,000,000

	Federal Funds Wire Transfer
	Until 1/1/05:

	Citibank Delaware
	One Penn’s Way OPS2
	New Castle, DE 19720
	ABA # 031-100-209
	Credit to: St. Paul Fire & Marine A/C 3859-4764
	After 1/1/05:

	JPMorgan Chase Bank
	4 Chase MetroTech Center
Payment on Account of Note	Brooklyn NY 11245
Method	ABA 021-000-021
Account Information	Credit to: Travelers Indemnity Co. A/C 323954421
	Re: (see “Accompanying Information” below)
	Name of Company: CHS INC.
	Description of Security: 5.25% Series H Senior Notes
	due September 21, 2014
	PPN: 21542R A# 7
	Due Date and Application (as among principal, make whole
Accompanying Information	and interest) of the payment being made:

	St. Paul Fire and Marine Insurance Company
	385 Washington Street
	St. Paul, MN 55102
Address for Notices Related to Payments	Attn: Treasury Department

	St. Paul Fire and Marine Insurance Company
	385 Washington Street
	St. Paul, MN 55102
Address for All Other Notices	Attn: Treasury Department

	ST. PAUL FIRE AND MARINE INSURANCE COMPANY
	By: _______________________
	Name:
Other Instructions	Title:

	St. Paul Fire and Marine Insurance Company
	385 Washington Street
	St. Paul, MN 55102
Instructions re Delivery of Notes	Attn: Treasury Department

Tax Identification Number		41-0406690


Purchaser Name	MODERN WOODMEN OF AMERICA

Name in Which Note is Registered	MODERN WOODMEN OF AMERICA

Note Registration Numbers; Principal Amounts	RH-28; $4,000,000

	Federal Funds Wire Transfer
	The Northern Trust Company
	50 South LaSalle Street
	Chicago, IL 60675
	ABA # 071-000-152
Payment on Account of Note	Account Name: Modern Woodmen of America
Method	Account #: 84352
Account Information	Re: (see “Accompanying Information” below)
	Name of Company: CHS INC.
	Description of Security: 5.25% Series H Senior Notes
	due September 21, 2014
	PPN: 21542R A# 7
	Due Date and Application (as among principal, make whole
Accompanying Information	and interest) of the payment being made:

	Modern Woodmen of America
	1701 First Avenue
	Rock Island, IL 61201
Address for Notices Related to Payments	Attn: Investment Accounting Department

	Modern Woodmen of America
	1701 First Avenue
	Rock Island, IL 61201
	Attn: Investment Department
Address for All Other Notices	Email: Investment.Department@Modern-Woodmen.org

	MODERN WOODMEN OF AMERICA
	By: _______________________
	Name:
Other Instructions	Title:

	Modern Woodmen of America
	1701 First Avenue
	Rock Island, IL 61201
Instructions re Delivery of Notes	Attn: Doug Pannier

Tax Identification Number		36-1493430


Purchaser Name	ASSURITY LIFE INSURANCE COMPANY

Name in Which Note is Registered	ASSURITY LIFE INSURANCE COMPANY

Note Registration Numbers; Principal Amounts	RH-29; $1,000,000

	Federal Funds Wire Transfer
	US Bank National Association
	13 ^th and M Streets
	Lincoln, NE 68508
	ABA # 104-000-029
Payment on Account of Note	For credit to: Assurity Life Insurance Company
Method	General Fund Account # 1-494-0092-9092
Account Information	Re: (see “Accompanying Information” below)
	Name of Company: CHS INC.
	Description of Security: 5.25% Series H Senior Notes
	due September 21, 2014
	PPN: 21542R A# 7
	Due Date and Application (as among principal, make whole and
Accompanying Information	interest) of the payment being made:

	Assurity Life Insurance Company
	1526 K Street
	Lincoln, NE 68508
Address for Notices Related to Payments	Attn: Investment Division

	Assurity Life Insurance Company
	1526 K Street
	Lincoln, NE 68508
Address for All Other Notices	Attn: Investment Division

	ASSURITY LIFE INSURANCE COMPANY
	By: _______________________
	Name:
Other Instructions	Title:

	Assurity Life Insurance Company
	1526 K Street
	Lincoln, NE 68508
Instructions re Delivery of Notes	Attn: Vic Weber

Tax Identification Number		38-1843471


Purchaser Name		ACACIA LIFE INSURANCE COMPANY

Name in Which Note is Registered		CHIMEBRIDGE & CO.

Note Registration Numbers; Principal Amounts		RH-30; $1,000,000

		Federal Funds Wire Transfer
		State Street Bank & Trust Company
		ABA # 011-000-028
		BNF: Physical Income Account
		DDA: Clearing Account # 00076026
Payment on Account of Note		Further credit to: Acacia Life Insurance Company
Method		Custody Fund # 1EJP
Account Information		Re: (see “Accompanying Information” below)
		Name of Company: CHS INC.
		Description of Security: 5.25% Series H Senior Notes
		due September 21, 2014
		PPN: 21542R A# 7
		Due Date and Application (as among principal, make whole
Accompanying Information		and interest) of the payment being made:

		in duplicate to:

		State Street Bank
		P.O. Box 5756
		Boston, MN 02206
		Attn: Michael Rodelle
		Ref: Acacia Life Insurance Company, Account # 1EJP,
		for the account of State Street
		and:

		Acacia Life Insurance Company
		c/o Ameritas Investment Advisors Inc.
		390 North Cotner Boulevard
		Lincoln, NE 68505
Address for Notices Related to Payments		Attn: James Mikus
—		Fax: 402-467-6970
		in duplicate to:

		State Street Bank
		P.O. Box 5756
		Boston, MN 02206
		Attn: Michael Rodelle
		Ref: Acacia Life Insurance Company, Account # 1EJP,
		for the account of State Street
		and:

		Acacia Life Insurance Company
		c/o Ameritas Investment Advisors Inc.
		390 North Cotner Boulevard
		Lincoln, NE 68505
Address for All Other Notices		Attn: James Mikus
—		Fax: 402-467-6970
		ACACIA LIFE INSURANCE COMPANY
		By: Ameritas Investment Advisors Inc., as Agent
		By: ____________________________________
		Name: Andrew S. White
Other Instructions		Title: Vice President – Fixed Income Securities

		DTCC / New York Window
		55 Water Street
		Plaza Level, 3 ^rd Floor
		New York, NY 10041
		Attn: Robert Mendez
		Ref: Acacia Life Insurance Company, Account # 1EJP,
		for the account of State Street
		with a copy to:

		Acacia Life Insurance Company
		c/o Ameritas Investment Advisors Inc.
		390 North Cotner Boulevard
Instructions re Delivery of Notes		Lincoln, NE 68505
—		Attn: James Mikus
		53-0022880 (Acacia Life Insurance Company)
Tax Identification Number		65-1186790 (Chimebridge & Co.)

As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

“Adjusted Consolidated Funded Debt” means Consolidated Funded Debt, plus the net present value of all rentals payable under operating leases of the Company and its Subsidiaries as discounted by a rate of 10% per annum.

“Affiliate” means, at any time, and with respect to any Person, (a) any other Person that at such time directly or indirectly through one or more intermediaries Controls, or is Controlled by, or is under common Control with, such first Person, and (b) any Person beneficially owning or holding, directly or indirectly, 10% or more of any class of voting or equity interests of the Company or any Subsidiary or any corporation of which the Company and its Subsidiaries beneficially own or hold, in the aggregate, directly or indirectly, 10% or more of any class of voting or equity interests. As used in this definition, “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of Voting Interests, by contract or otherwise. Unless the context otherwise clearly requires, any reference to an “Affiliate” is a reference to an Affiliate of the Company.

“Business Day” means any day other than a Saturday, a Sunday or a day on which commercial banks in New York, New York are required or authorized to be closed.

“Capital Lease” means, at any time, a lease with respect to which the lessee is required concurrently to recognize the acquisition of an asset and the incurrence of a liability in accordance with GAAP.

“Capitalized Lease Obligation” means with respect to any Person and a Capital Lease, the amount of the obligation of such Person as the lessee under such Capital Lease (net of interest expenses) which would, in accordance with GAAP, appear as a liability on a balance sheet of such Person.

“Change in Control” means 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” means the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder from time to time.

“Consolidated Cash Flow” means for any period the sum of (a) earnings before income taxes of the Company and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, plus (b) the amounts that have been deducted in the determination of such earnings before income taxes for such period for (i) interest expense for such period, (ii) depreciation for such period, (iii) amortization for such period and (iv) extraordinary non-cash losses for such period, minus (c) the amounts that have been included in the determination of such earnings before income taxes for such period for (i) one-time gains, (ii) extraordinary income, (iii) non-cash patronage income, and (iv) non-cash equity earnings in joint ventures.

“Consolidated Funded Debt” means as of any date of determination, the total of all Funded Debt of the Company and its Subsidiaries outstanding on such date, after eliminating all offsetting debits and credits between the Company and its Subsidiaries and all other items required to be eliminated in the course of preparation of consolidated financial statements of the Company and its Subsidiaries in accordance with GAAP.

“Consolidated Members’ and Patrons’ Equity” means, with respect to the Company and its Subsidiaries, the amount of equity accounts, plus (or minus in the case of a deficit) the amount of surplus and retained earnings accounts of the Company and its Subsidiaries, plus (or minus in the case of a deficit), to the extent not included in such equity accounts, the minority interests in Subsidiaries; provided that the total amount of intangible assets of the Company and its 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, they will not be included in the calculation of Consolidated Members’ and Patrons’ Equity); all as determined on a consolidated basis in accordance with GAAP consistently applied.

“Consolidated Net Worth” means as of any date, total equity of the Company and its Subsidiaries as of such date, determined on a consolidated basis in accordance with GAAP.

“Consolidated Total Assets” means at any time, the total assets of the Company and its Subsidiaries that would be shown on a consolidated balance sheet of the Company and its Subsidiaries at such time prepared in accordance with GAAP.

(a) 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),

(b) 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),

(d) all Guaranties of such Person with respect to liabilities of the type described in clause (a), (b) or (c) of any other Person,

provided that (i) Debt of a Subsidiary of the Company shall exclude such obligations and Guaranties of such Subsidiary if owed or guaranteed by such Subsidiary to the Company or a Wholly-Owned Subsidiary of the Company, (ii) Debt of the Company shall exclude such obligations and Guaranties if owed or guaranteed by the Company to a Wholly-Owned Subsidiary of the Company and (iii) Debt of the Company shall exclude any unfunded obligations which may exist now and in the future in the Company’s pension plans.

“Default” means an event or condition the occurrence or existence of which would, with the lapse of time or the giving of notice or both, become an Event of Default.

“Default Rate” means that rate of interest that is the greater of (a) 2% per annum above the rate of interest stated in clause (a) of the first paragraph of the Notes or (b) 2% over the rate of interest publicly announced by The Bank of New York in New York, New York as its “base” or “prime” rate.

“Distribution” means, in respect of any corporation, association or other business entity:

(a) dividends or other distributions or payments on capital stock or other equity interests of such corporation, association or other business entity (except distributions in such stock or other equity interest); and

(b) the redemption or acquisition of such stock or other equity interests or of warrants, rights or other options to purchase such stock or other equity interests (except when solely in exchange for such stock or other equity interests) unless made, contemporaneously, from the net proceeds of a sale of such stock or other equity interests.

“Environmental Laws” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including but not limited to those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that is treated as a single employer together with the Company under section 414 of the Code.

“Fair Market Value” means, at any time and with respect to any property, the sale value of such property that would be realized in an arm’s-length sale at such time between an informed and willing buyer and an informed and willing seller (neither being under a compulsion to buy or sell, respectively).

“Financing Documents” means, collectively, this Agreement, the Other Agreements and the Notes.

“Funded Debt” means with respect to any Person, all Debt which would, in accordance with GAAP, 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 GAAP, be required to be classified as a long term liability of such Person, (iii) any Capitalized Lease Obligation of such Person, and (iv) any Guaranty 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.

“GAAP” means generally accepted accounting principles as in effect from time to time in the United States of America.

(i) the United States of America or any State or other political subdivision thereof, or

(ii) any jurisdiction in which the Company or any Subsidiary conducts all or any part of its business, or which asserts jurisdiction over any properties of the Company or any Subsidiary, or

(b) any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government.

“Guaranty” means, with respect to any Person, any obligation (except the endorsement in the ordinary course of business of negotiable instruments for deposit or collection) of such Person guaranteeing or in effect guaranteeing any Debt, dividend or other obligation of any other Person in any manner, whether directly or indirectly, including (without limitation) obligations incurred through an agreement, contingent or otherwise, by such Person:

(a) to purchase such Debt or obligation or any property constituting security therefor;

(b) to advance or supply funds (i) for the purchase or payment of such Debt or obligation, or (ii) to maintain any working capital or other balance sheet condition or any income statement condition of any other Person or otherwise to advance or make available funds for the purchase or payment of such Debt or obligation;

(c) to lease properties or to purchase properties or services primarily for the purpose of assuring the owner of such Debt or obligation of the ability of any other Person to make payment of the Debt or obligation; or

(d) otherwise to assure the owner of such Debt or obligation against loss in respect thereof.

In any computation of the Debt or other liabilities of the obligor under any Guaranty, the Debt or other obligations that are the subject of such Guaranty shall be assumed to be direct obligations of such obligor.

“Hazardous Material” means any and all pollutants, toxic or hazardous wastes or any other substances that might pose a hazard to health or safety, the removal of which may be required or the generation, manufacture, refining, production, processing, treatment, storage, handling, transportation, transfer, use, disposal, release, discharge, spillage, seepage, or filtration of which is or shall be restricted, prohibited or penalized by any applicable law (including, without limitation, asbestos, urea formaldehyde foam insulation and polychlorinated biphenyls).

“holder” means, with respect to any Note, the Person in whose name such Note is registered in the register maintained by the Company pursuant to Section 13.1.

“Hostile Tender Offer” means, with respect to the use of proceeds of any Note, any offer to purchase, or any purchase of, shares of capital stock of any corporation or equity interests in any other entity, or securities convertible into or representing the beneficial ownership of, or rights to acquire, any such shares or equity interests, if such shares, equity interests, securities or rights are of a class which is publicly traded on any securities exchange or in any over-the-counter market, other than purchases of such shares, equity interests, securities or rights representing less than 5% of the equity interests or beneficial ownership of such corporation or other entity for portfolio investment purposes, and such offer or purchase has not been duly approved by the board of directors of such corporation or the equivalent governing body of such other entity prior to the date of the Closing.

“Institutional Investor” means (a) any original purchaser of a Note, (b) any holder of a Note holding more than 5% of the aggregate principal amount of the Notes then outstanding, and (c) 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.

“Lien” means, with respect to any Person, any mortgage, lien, pledge, charge, security interest or other encumbrance, or any interest or title of any vendor, lessor, lender or other secured party to or of such Person under any conditional sale or other title retention agreement or Capital Lease, upon or with respect to any property or asset of such Person (including in the case of stock, stockholder agreements, voting trust agreements and all similar arrangements).

“Material” means material in relation to the business, operations, affairs, financial condition, assets, properties, or prospects of the Company and its Subsidiaries taken as a whole.

“Material Adverse Effect” means a material adverse effect on (a) the business, operations, affairs, financial condition, assets or properties of the Company and its Subsidiaries taken as a whole, or (b) the ability of the Company to perform its obligations under the Financing Documents, or (c) the validity or enforceability of any of the Financing Documents.

“Multiemployer Plan” means any Plan that is a “multiemployer plan” (as such term is defined in section 4001(a)(3) of ERISA).

“NCRA” means National Cooperative Refinery Association, a Kansas cooperative association.

“Officer’s Certificate” means a certificate of a Senior Financial Officer or of any other officer of the Company whose responsibilities extend to the subject matter of such certificate.

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA or any successor thereto.

“Person” means an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization, or a government or agency or political subdivision thereof.

“Plan” means an “employee benefit plan” (as defined in section 3(3) of ERISA) that is or, within the preceding five years, has been established or maintained, or to which contributions are or, within the preceding five years, have been made or required to be made, by the Company or any ERISA Affiliate or with respect to which the Company or any ERISA Affiliate may have any liability.

“Primary Bank Facility” means an agreement, guaranty or other instrument (or agreements, guaranties or other instruments to the extent such agreements, guaranties or other instruments were entered into in concert in one or a series of transactions): (i) entered into by the Company in connection with the provision of recourse credit in the form of revolving loans, term loans, letters of credit or other extensions of credit commonly provided under syndicated bank credit agreements to the Company or any of its Subsidiaries and (ii) under which the aggregate amount of credit extended (whether in the form of loans or commitments) to the Company or for which the Company is obligated as a guarantor or otherwise is $150,000,000 or more.

(a) all then outstanding Debt of the Company or any Subsidiary secured by any Lien on any property of the Company or any Subsidiary (other than Debt secured only by Liens permitted under paragraphs (a) through (h) of Section 10.6), plus

“property” or “properties” means, unless otherwise specifically limited, real or personal property of any kind, tangible or intangible, choate or inchoate.

“QPAM Exemption” means Prohibited Transaction Class Exemption 84-14 issued by the United States Department of Labor.

“Qualified Institutional Buyer” means any Person who is a “qualified institutional buyer” within the meaning of such term as set forth in Rule 144A(a)(1) under the Securities Act.

“Required Holders” means, at any time, the holders of a majority in aggregate principal amount of the Notes at the time outstanding (exclusive of Notes then owned by the Company or any of its Affiliates).

“Responsible Officer” means any Senior Financial Officer and any other officer of the Company with responsibility for the administration of the relevant portion of this Agreement.

“Securities Act” means the Securities Act of 1933, as amended from time to time.

“Senior Debt” means the Notes and any Debt of the Company or its Subsidiaries that by its terms is not in any manner subordinated in right of payment to any other unsecured Debt of the Company or any Subsidiary.

“Senior Financial Officer” means the chief financial officer, principal accounting officer, treasurer or comptroller of the Company.

“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.

“USA Patriot Act” means United States Public Law 107-56, United and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT Act) Act of 2001.

“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” means, at any time, any Subsidiary one hundred percent (100%) of all of the equity interests (except directors’ qualifying shares) and voting interests of which are owned by any one or more of the Company and the Company’s other Wholly-Owned Subsidiaries at such time.

Active/
Inactive

Corporation

Address

Type

Business

Ownership By

Fiscal Year End

Jurisdiction of
Incorporation

Date of
Incorporation

Federal ID

Ag States Agency of
Montana, Inc.

5500 Cenex Drive
PO Box 64089
St. Paul, MN 55164

SUB

Insurance Agency

100% CHS

31-Dec

Montana

10/11/1977

81-0372838

Ag States Agency, LLC

5500 Cenex Drive
PO Box 64089
St. Paul, MN 55164

Independent Insurance Agency

80% by CHS; 20% by
Cooperative Service
Agency

31-May

Minnesota

12/27/1994

41-1795536

AgXML, LLC

Suite 2000
666
Grand Avenue
Des Moines, IA
50309-2510

LLC

Organized for the purpose of
achieving efficiencies by
establishing standards for
grain & oilseed industries in
electronic commerce

CHS — 1,200
Membership Units

Iowa

4/9/2001

42-6619123

CENEX AG, Inc.
(formerly FUCEI-E,
Inc.)

5500 Cenex Drive
PO Box 64089
St. Paul, MN 55164

Sub

Sale of feed and seed products.

100% CHS

31-Aug

Delaware

10/23/1974

41-1248837

Cenex Petroleum, Inc.

5500 Cenex Drive
PO Box 64089
St. Paul, MN 55164

Sub

Retail sales and distribution
of petroleum and other related
products.

100% CHS

Minnesota

7/11/1996

41-1847046

CENEX Pipeline LLC

5500 Cenex Drive
PO Box 64089
St. Paul, MN 55164

LLC

Operating Subsidiary for
pipeline operations

100% CHS

Minnesota

5/4/1998

Active/
Inactive

Corporation

Address

Type

Business

Ownership By

Fiscal Year End

Jurisdiction of
Incorporation

Date of
Incorporation

Federal ID

Central Montana
Propane, LLC

Highway 191 North
Box 22 Lewistown,
Montana59457

SUB

Owning and operating a
propane wholesale and
resale operatintion

CHS 53.38% and
Moore Farmers Oil
Company 46.62%

31-Aug

Montana

9/16/1997

81-0513866

CHS Aggressive
Growth Fund, Inc.

11 East Chase
Street Baltimore,
MD 21202

Corp

Investment Company

100% CHS

31-Aug

Maryland

5/1/2001

52-2316147

CHS Conservative
Growth Fund, Inc.

11 East Chase
Street Baltimore,
MD 21202

Corp

Investment Company

100% CHS

31-Aug

Maryland

5/1/2001

52-2316152

CHS do Brasil Ltda.

Sao Paulo, Brazil

Origination and marketing
of soybeans for export to
Pacific Rim and European
buyers

100% CHS

Feb-03

CHS Energy Canada,
Inc.

5500 Cenex DrivePO
Box 64089St. Paul,
MN 55164

Sub

Petroleum; does no business

100% CHS

Alberta, Canada

6/12/1987

Canadian 8874 8884

CHS Fixed Income
Fund, Inc.

11 East Chase
Street Baltimore,
MD 21202

Corp

Investment Company

100% CHS

31-Aug

Maryland

6/13/2001

41-2008912

5500 Cenex Drive
PO Box 64089

Holding Company for
membership interests in
the new LLC formed re:

CHS Holdings, Inc.

St. Paul, MN 55164

SUB

Terra

100% CHS

31-Aug

Minnesota

4/20/1999

41-1947300

CHS Inc.

5500 Cenex Drive
PO Box 64089
St. Paul, MN 55164

Self

Combined Corporation
(Cenex and HSC)

100% CHS

Minnesota

7/15/1936

41-0251095

CHS Moderate Growth
Fund, Inc.

11 East Chase
Street Baltimore,
MD 21202

Corp

Investment Company

100% CHS

31-Aug

Maryland

5/1/2001

52-2316156

Active/
Inactive

Corporation

Address

Type

Business

Ownership By

Fiscal Year End

Jurisdiction of
Incorporation

Date of
Incorporation

Federal ID

CHS-Browns Valley

5500 Cenex Drive
PO Box 64089
St.
Paul, MN 55164

SUB

Carrying on a
supply business, as
a cooperative,
engaging in any
activity or service
in connection with
the sale of crop
inputs, energy
products and
agricultural supply
products

100% CHS

31-Aug

Minnesota

8/21/2003

75-3133234

CHS-Chinook

135 First Street,
Chinook, MT
59523-0339

SUB

Carrying on a farm
supply business
engaging in the
purchase, sale and
handling of
agricultural
products and
agricultural
supplies, energy
products and
machinery.

100% CHS

31-Aug

Montana

2/11/2002

73-1630482

CHS-Clinton/Wilmot

5500 Cenex Drive
Inver Grove
Heights, MN
55077-2112

Corp

Grain Handling and
Marketing of Grain

100% CHS

31-Aug

Minnesota

5/21/2003

87-0711575

CHS-Connell, Inc.

433 North Columbia
Avenue
Connell, WA 99326

SUB

Transaction of any
and all lawful
business for which
associations may be
incorporated.

100% CHS

31-Aug

Washington

5/21/2001

36-4454350

CHS-Dickinson

3645 98th R Avenue
SW, Taylor, ND
58656

SUB

organized for the
purpose of carrying
on a grain elevator
and warehouse
business

100% CHS

31-Aug

North Dakota

10/9/2003

75-3133243

Active/
Inactive

Corporation

Address

Type

Business

Ownership By

Fiscal Year End

Jurisdiction of
Incorporation

Date of
Incorporation

Federal ID

CHS-Drayton

2002 North
Washington Street
Grand Forks, ND
58203

SUB

Engage in any
activity within the
purposes for which
a cooperative may
be organized under
North Dakota
Statute 10-15

100% CHS

31-Aug

North Dakota

1/27/2003

82-0585676

CHS-Edgeley

602 — 2nd Street,
Edgeley, ND 58433

SUB

organized for the
purpose of carrying
on a grain elevator
and warehouse
business

100% CHS

31-Aug

North Dakota

5/26/2000

45-0457956

CHS-Garrison

2100 Railroad
Street Garrison, ND
58540

SUB

organized for the
purpose of carrying
on a grain elevator
and warehouse
business

100% CHS

31-Aug

North Dakota

5/9/2001

41-2011668

CHS-Glasgow

225 Railroad Alley
Glasgow, MT 59230

SUB

organized for the
purpose of carrying
on a grain elevator
and warehouse
business

100% CHS

31-Aug

Montana

6/12/2000

81-0535014

CHS-Grangeville, Inc.

1001 North A
P.O. Box 70
Grangeville, ID
83530-0070

SUB

The transaction of
any and all lawful
business of which
corporations may be
incorporated under
the Idaho Business
Corporations Act

100% CHS

31-Aug

Idaho

2/23/2001

36-4456100

Active/
Inactive

Corporation

Address

Type

Business

Ownership By

Fiscal Year End

Jurisdiction of
Incorporation

Date of
Incorporation

Federal ID

CHS-Highmore

123 First Street
Highmore, SD 57345

SUB

organized for the
purpose of carrying
on a grain elevator
and warehouse
business

100% CHS

31-Aug

South Dakota

6/20/2000

46-0457674

CHS-Hoffman

5500 Cenex Drive,
Inver Grove
Heights, MN 55077

SUB

Carrying on a
supply business, as
a cooperative,
engaging in any
activity or service
in connection with
the sale of crop
inputs, energy
products and
agricultural supply
products

100% CHS

31-Aug

Minnesota

12/23/2003

43-2042326

CHS-Jasper

401 South Railroad
Avenue, Jasper, MN
56144.

SUB

carrying on a grain
elevator and
warehouse business

100% CHS

31-Aug

South Dakota

3/8/2000

91-2064383

CHS-Kindred

41 Fifth Avenue
South Kindred, ND
58051

SUB

Owns and leased to
CHSC grain elevator
and warehouse
businesses

100% CHS

31-Aug

North Dakota

11/20/2001

41-2023309

CHS-Lewistown

190 HC 191 North,
Lewistown, MT 59457

SUB

Owns and leases to
CHSC grain elevator
and warehouse
businesses

100% CHS

31-Aug

Montana

2/8/2001

36-4430427

CHS-Philip

300 East Cherry
Street Philip, SD
57567-0400

SUB

Owns and leases to
CHSC grain elevator
and agricultural
and agronomy
businesses

100% CHS

31-Aug

South Dakota

9/11/2000

41-1985526

Active/
Inactive

Corporation

Address

Type

Business

Ownership By

Fiscal Year End

Jurisdiction of
Incorporation

Date of
Incorporation

Federal ID

CHS-Sioux Falls

3900 North Cliff
Ave. Sioux Falls,
SD 57118

SUB

Farm Supply
business, as a
cooperative,
engaging in any
activity or service
in connection with
the purchase, sale
and handling of
energy products.

100% CHS

31-Aug

South Dakota

11/29/2000

41-1991671

CHS-Starbuck

5500 Cenex Drive
Inver Grove
Heights, MN
55077-2112

SUB

Grain and supply
business as a
cooperative

100% CHS

31-Aug

Minnesota

5/28/2003

87-0711576

Circle Land
Management, Inc.

Land Mgt. for
property around
Laurel MT refinery

100% CHS

Minnesota

5/5/1993

41-1750051

CoGrain

560 W. Grain
Terminal Rd.,
Pasco, WA 99301

Ritzville Warehouse
Company 7.273%; CHS
54.5%; Pendleton
Grain Growers
1.818%; Odessa
Union Warehouse
Co-op 36.364%

Washington

9/21/1990

Country Energy, LLC

5500 Cenex Drive
PO Box 64089
St. Paul, MN 55164

Alliance between
CHS and Farmland

100% CHS — (CHS
acquired Farmland’s
50% 12/1/01)

31-Aug

Delaware

4/9/1998

43-1813211

Country Hedging, Inc.

5500 Cenex Drive
PO Box 64089
St. Paul, MN 55164

SUB

Full service
commodity futures
and option
brokerage

100% CHS

31-Aug

Delaware

8/20/1986

41-1556399

Active/

Jurisdiction of

Date of

Inactive

Corporation

Address

Type

Business

Ownership By

Fiscal Year End

Incorporation

Federal ID

Provides cattle feeding and

4001 South Westport

swine financing loans;

AvenueP.O. Box

facility financing loans; crop

88808Sioux Falls,

production loans, and

Fin-Ag, Inc.

SD 57105

SUB

consulting services

100% CHS

31-Aug

South Dakota

12/17/1987

46-0398764

5500 Cenex Drive

Front Range Pipeline

PO Box 64089

To own and operate the Front

LLC

St. Paul, MN 55164

LLC

Range Pipeline

100% CHS

Minnesota

3/23/1999

41-1935715

5500 Cenex Drive

PO Box 64089

Grain Suppliers

St.

100% CHS (effective

Diss. Pending

Company, LLC

Paul, MN 55164

LLC

Sale of feed grains to feedlots

6/30/03

)

31-Aug

Delaware

4/20/2001

41-2003239

Dienstenstraat 15

Harvest States

NL 3161 GN

Cooperatives Europe

Rhoon The

B.V.

Netherlands

LLC

Grain Marketing

100% CHS

31-Aug

Netherland

5/9/2001

Acquired with

Sparta Foods,

5500 Cenex Drive,

wholly owned

La Canasta of

Inver Grove

subsidiary of

Minnesota, Inc.

Heights, MN 55077

SUB

Sparta Foods

11/18/1980

5500 Cenex Drive

Financial: 33%

PO Box 64089

FUOC; 67% CHS;

St.

Acquiring, owning, operating

Governance 50%

Montevideo Grain, LLC

Paul, MN 55164

LLC

and managing grain assets

FUOC, 50% CHS

31-Aug

Delaware

8/9/2001

41-2015718

National Cooperative

Manufacturer, marketing, and

Refinery Association

534 S. Kansas Ave.

wholesale distribution of

CHS - 74.2%, 25.5

(NCRA)

Topeka, KS 66603

Corp.

petroleum products.

Growmark and MFA

30-Sep

Kansas

7/7/1943

300 West Feedville

80% - CHS and 20%

PGG/HSC Feed

Road

Pendleton Grain

Company, LLC.

Hermiston, OR 97838

Feed Manufacturer

Growers

31-May

Oregon

10/26/1994

93-1156470

Active/
Inactive

Corporation

Address

Type

Business

Ownership By

Fiscal Year End

Jurisdiction of
Incorporation

Date of
Incorporation

Federal ID

Sparta Foods, Inc.

920 Second Avenue
South, Suite 1100,
Minneapolis, MN
55402

SUB

Production and
distribution of
tortilla and
value-added
tortilla products

100% CHSC (Acquired
Stock 6/1/00)

Minnesota

7/7/1988

41-1618240

St. Paul Maritime
Corporation

SUB

Company employing
stevedores at
Myrtle Grove
Terminal

100% CHSC

31-Aug

Minnesota

8/18/1995

United Country
Brands LLC

5500 Cenex Drive
PO Box 64089
St. Paul, MN 55164
and 3315 North Oak
Trafficway Kansas
City, MO 64116

LLC

Holding Company for
membership
interests in
Agriliance LLC

100% CHS

31-Aug

Delaware

01/05/00

41-1961040

Consolidated Balance Sheets for fiscal years 2000 through 2003 and third quarter ended May 31, 2004.

Consolidated Income Statements for fiscal years 2000 through 2003 and third quarter ended May 31, 2004.

$225,000,000 6.81% Series A Notes due June 19, 2013 issued pursuant to Note Agreement dated as of June 19, 1998 among the Company and each of the investors listed on the Purchase Schedule attached thereto.

$25,000,000 7.90% Series B Notes due January 10, 2011 issued pursuant to Note Purchase and Private Shelf Agreement dated as of January 10, 2001 among the Company and The Prudential Insurance Company and certain of affiliates thereof (the “Shelf Agreement”) and $55,000,000 Private Shelf Facility established thereunder.

$55,000,000 7.43% Series C Notes dated March 2, 2001 due March 2, 2011 issued pursuant to the Shelf Agreement.

$115,000,000 4.96% Series D Senior Notes due October 18, 2012 and $60,000,000 5.60% Series E Senior Notes due October 18, 2017, issued pursuant to Note Purchase Agreement dated as of October 18, 2002 among the Company and each of the investors listed on the Purchase Schedule attached thereto.

$15,000,000 4.08% Series F Senior Notes due April 13, 2010 and $15,000,000 4.39% Series G Senior Notes due April 13, 2011 issued pursuant to Note Purchase and Private Shelf Agreement dated as of April 13, 2004 among the Company and The Prudential Insurance Company and certain of affiliates thereof and $70,000,000 Private Shelf Facility established thereunder.

The proceeds from the Notes may be used for general corporate purposes, including the repayment of other long-term debt, and for budgeted capital expenditures.

CHS Inc. & Subsidiaries
Outstanding Debt & Committed Lines of Credit as of August 31, 2004.


CHS Inc. & Subsidiaries
Outstanding Debt & Committed Lines of Credit
August 31, 2004
*Short-Term Notes*
	$		(represents commitment - actual drawn was
CHS 364 Seasonal Line		750,000,000.00	$	115,000,000	)
	$
3yr Revolver		150,000,000.00	(represents commitment - actual drawn was -0- )
NCRA’s 2yr Revolver		15,000,000.00	(represents commitment - actual drawn was -0- )
Misc Notes		1,113,934.00
		916,113,934.00

*Indust Rev Bonds*
Montana Econ		3,925,000.00

Private Placement
Private Placement		225,000,000.00
Private Placement		175,000,000.00
Prudential Shelf Note		55,000,000.00
Prudential Shelf Note		25,000,000.00
Prudential Shelf Note		15,000,000.00
Prudential Shelf Note		15,000,000.00

		510,000,000.00

Cobank
Building Loan		12,583,969.00
Term Debt		131,200,000.00
NCRA’s Term Debt		12,000,000.00
		155,783,969.00

Other Notes Payable
Corp Books
Robert L. Nygaard		72,500.00
Lemmon-Thunder Hawk (DISC)		447,101.00
Mahnomen MN		587,421.00
Greenbush MN		203,696.00
Country Operations
Ag Svc Center-Elrosa		103,326.00
Prairie Lakes — GMAC		12,266.00
Prairie Lakes — State of MN		143,914.00
Milk River — Big Sandy		192,850.00
CHS-French-Fergus Falls		77,242.00
Oilseed
Rural Electric		289,709.00
MN Rail		131,777.00
Grain Marketing
Met Life		9,980,212.00
Hall Prommisory Note		121,134.00
Milling
MDT Rail Rehabilitation		74,886.00
Rural Econ Development Loan		210,951.00
Foods
Mn Ag & Econ Development		854,686.00
MN Loan-Coulson Svc Corp		118,351.00
Sellers Note-Rodriquez		500,000.00

		14,122,022.00

Consolidated Total		1,599,944,925


CHS Inc.
Financial Guarantees
8/31/04
	Limit of			8/31/04
	Guarantee		Exposure

Financial Services- CoBank Note Purchase Agrmt
10% of Loan Balance		15,000,000		5,927,170
Temco Credit Facility
50% of Loan Balance		15,000,000		—
FinAg Guarnatees
15% Seasonal & Term		15,000,000		5,729,983
50% Seasonal & Term		23,500,000		9,470,976
100% Seasonal & Term		10,000,000		9,874,883
Horizon Milling performance guarantee		5,000,000		—
Deferred Payment Contracts
Souris River Grain - 100%		4,000,000		—
NFI - 20%		1,000,000		1,000,000
Total Guarantees **		88,500,000		32,003,012

** Bank Covenants allow up to $150 million

FOR VALUE RECEIVED , the undersigned, CHS INC. (herein called the “ Company ”), a nonstock agricultural cooperative corporation organized and existing under the laws of the State of Minnesota, hereby promises to pay to [ ] , or registered assigns, the principal sum of [ ] DOLLARS ($[ ]) on September 21, 2014, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 5.25% per annum from the date hereof, payable semiannually on March 21 and September 21 in each year, commencing on the March 21 or September 21 next succeeding the date hereof until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreements 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) 7.25% or (ii) 2% over the rate of interest publicly announced from time to time by The Bank of New York in New York, New York (or its successor) as its “base” or “prime” rate.

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the address shown in the register maintained by the Company for such purpose or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreements referred to below.

This Note is one of the Series H Senior Notes (herein called the “ Notes ”) issued pursuant to those certain separate Note Purchase Agreements, each dated as of September 21, 2004 (collectively, as from time to time amended, the “ Note Purchase Agreements ”), between the Company and the respective purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreements and (ii) to have made the representation set forth in Section 6.2 of the Note Purchase Agreements.

This Note is a registered Note and, as provided in the Note Purchase Agreements, 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 will not be affected by any notice to the contrary.

The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreements. This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreements, but not otherwise.

If an Event of Default, as defined in the Note Purchase Agreements, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreements.

THIS NOTE AND THE NOTE PURCHASE AGREEMENTS ARE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.

Reference is made to those certain separate Note Purchase Agreements, each dated as of September 21, 2004 (as amended or otherwise modified from time to time, the “ Note Purchase Agreement ”), among CHS Inc. (the “ Company ”) and each of the purchasers set forth on Schedule A attached thereto (the “ Purchasers ”). Capitalized terms used but not defined herein shall have the same meanings as given to them in the Note Purchase Agreement.

Pursuant to Section 3 of the Note Purchase Agreement, the Company hereby requests that the Purchasers transfer by federal funds wire transfer an aggregate of $125,000,000, as payment in full for the purchase of the Notes to be purchased by the Purchasers (in the respective amounts as provided on Schedule A to the Note Purchase Agreement), to the following account:

The Variable Annuity Life Insurance Company
c/o AIG Global Investment Group
2929 Allen Parkway, A36-04
Houston, TX 77019

First SunAmerica Life Insurance Company
c/o AIG Global Investment Group
2929 Allen Parkway, A36-04
Houston, TX 77019

The Prudential Insurance Company of America
c/o Prudential Capital Group
Two Prudential Plaza, Suite 5600
180 North Stetson Avenue
Chicago, IL 60601

Zurich American Insurance Company
c/o Prudential Private Placement Investors, L.P.
Four Gateway Center
100 Mulberry Street
Newark, NJ 07102-4069

Prudential Retirement Ceded Business Trust
c/o Prudential Capital Group
Two Prudential Plaza
180 North Stetson Avenue
Chicago, IL 60601

Connecticut General Life Insurance Company
c/o Prudential Private Placement Investors, L.P.
Four Gateway Center
100 Mulberry Street
Newark, NJ 07102

Security Benefit Life Insurance Company, Inc.
c/o Prudential Private Placement Investors, L.P.
Four Gateway Center
100 Mulberry Street
Newark, NJ 07102

First Colony Life Insurance Company
c/o Genworth Financial
601 Union Street, Suite 2200
Seattle, WA 98101

General Electric Capital Assurance Company
c/o Genworth Financial
601 Union Street, Suite 2200
Seattle, WA 98101

Federal Home Life Insurance Company
c/o Genworth Financial
601 Union Street, Suite 2200
Seattle, WA 98101

Hartford Life Insurance Company
c/o Hartford Investment Management Company
c/o Investment Department – Private Placements
P.O. Box 1744
Hartford, CT 06144-1744

Pacific Life Insurance Company
700 Newport Center Drive
Newport Beach, CA 92660-6397

Blue Cross and Blue Shield of Florida, Inc.
c/o Advantus Capital Management, Inc.
400 Robert Street North
St. Paul, MN 55101

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

United Insurance Company of America
c/o Advantus Capital Management, Inc.
400 Robert Street North
St. Paul, MN 55101

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

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

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

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

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

St. Paul Fire and Marine Insurance Company
385 Washington Street
St. Paul, MN 55102

Acacia Life Insurance Company
c/o Ameritas Investment Advisors Inc.
390 North Cotner Boulevard
Lincoln, NE 68505


Minnesota	0-50150	41-0251095
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

5500 Cenex Drive, Inver Grove Heights, MN		55077
_________________________________ (Address of principal executive offices)		___________ (Zip Code)


	CHS Inc. (Registrant)

September 22, 2004	By:	John Schmitz

		Name: John Schmitz
		Title: Executive Vice President and Chief Financial Officer


Exhibit No.		Description

EX-10.1		Note Purchase Agreement for Series H Senior Notes dated September 21, 2004


Wire to:	CHS Inc.
Bank Name:	Wells Fargo Bank, N.A.
	San Francisco, CA
Routing No.:		121000248
Account No.		0000044070
			Very truly yours,
			CHS INC.
			By:

			Name:
			Title:


Date of Report (Date of Earliest Event Reported):		September 21, 2004


Registrant’s telephone number, including area code		651-355-6000


4.1. 4.2. 4.3. 4.4. 4.5. 4.6. 4.7. 4.8. 4.9. 4.10. 4.11.		Representations and Warranties. Performance; No Default. Compliance Certificates. Opinions of Counsel. Purchase Permitted By Applicable Law, etc. Sale of Other Notes. Payment of Special Counsel Fees. Private Placement Number. Changes in Corporate Structure. Offeree Letter. Proceedings and Documents.


7.1. 7.2. 7.3.		Financial and Business Information. Officer’s Certificate. Inspection.


8.1. 8.2. 8.3. 8.4. 8.5. 8.6. 8.7.		Interest Payments. Required Principal Payments. Optional Prepayments with Make-Whole Amount. Allocation of Partial Prepayments. Maturity; Surrender, etc. Purchase of Notes. Make-Whole Amount.


9.1. 9.2. 9.3. 9.4. 9.5. 9.6.		Compliance with Law. Insurance. Maintenance of Properties. Payment of Taxes and Claims. Corporate Existence, etc. Pari Passu


10.1. 10.2. 10.3.		Transactions with Affiliates. Merger, Consolidation, etc. Funded Debt to Consolidated Cash Flows.


10.5. 10.6. 10.7. 10.8. 10.9. 10.10. 10.11.		Priority Debt. Liens. Sale of Assets. Line of Business. Subsidiary Distribution Restrictions. Subsidiary Preferred Stock. Issuance of Stock by Subsidiaries.


12.1. 12.2. 12.3. 12.4.		Acceleration. Other Remedies. Rescission. No Waivers or Election of Remedies, Expenses, etc.


13.1. 13.2. 13.3.		Registration of Notes. Transfer and Exchange of Notes. Replacement of Notes.


22.1. 22.2. 22.3. 22.4. 22.5. 22.6.		Successors and Assigns. Payments Due on Non-Business Days. Severability. Construction. Counterparts. Governing Law.


17.1. 17.2. 17.3. 17.4.		Requirements. Solicitation of Holders of Notes. Binding Effect, etc. Notes held by Company, etc.


The Company represents and warrants to you that:

5.1.		Organization; Power and Authority.


The Company covenants that so long as any of the Notes are outstanding:

9.1.		Compliance with Law.


The Company covenants that so long as any of the Notes are outstanding:

10.1.		Transactions with Affiliates.